Oportun Reports Inducement Grants under Nasdaq Listing Rule 5635(c)(4)

Oportun discloses a three-year RSU and PSU inducement equity package for its Chief Risk Officer, tied to service and performance conditions.

Rhea-AI Summary

Oportun Financial Corporation (OPRT) granted inducement equity awards to its Chief Risk Officer, Sean Rowles, effective September 10, 2026, under Nasdaq Listing Rule 5635(c)(4).

The grant includes 382,653 time-based restricted stock units (RSUs) and 127,551 performance-vesting RSUs (PSUs). RSUs vest over three years, with one-third after one year and the remainder in eight quarterly installments. PSUs may vest after a three-year performance period, subject to performance goals and continued service.

Key Figures

RSUs granted: 382,653 restricted stock units PSUs granted: 127,551 performance-vesting restricted stock units RSU vesting: Fully vested on the third anniversary +1 more

RSUs granted

382,653 restricted stock units

New-hire equity award effective September 10, 2026

PSUs granted

127,551 performance-vesting restricted stock units

At target; effective September 10, 2026

RSU vesting

Fully vested on the third anniversary

One-third after one year; remaining two-thirds in eight quarterly installments

PSU performance period

Three-year performance period

Vesting based on performance goals and vesting terms

Key Terms

restricted stock units, performance-vesting restricted stock units, nasdaq listing rule 5635(c)(4)

3 terms

restricted stock units financial

"it granted a long-term new hire equity award consisting of 382,653 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-vesting restricted stock units financial

"127,551 performance-vesting restricted stock units representing the right to receive"

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

nasdaq listing rule 5635(c)(4) regulatory

"Inducement Grants under Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN MATEO, Calif., Sept. 11, 2026 (GLOBE NEWSWIRE) -- Oportun Financial Corporation ("Oportun", or the "Company") today announced that, on September 10, 2026, in accordance with the offer letter agreement with Sean Rowles, the Company's Chief Risk Officer, previously announced by the Company on June 16, 2026, it granted a long-term new hire equity award consisting of 382,653 restricted stock units representing the right to receive an equivalent number of shares of the Company's common stock ("RSUs") and 127,551 performance-vesting restricted stock units representing the right to receive an equivalent number of shares of the Company's common stock at target ("PSUs") to Mr. Rowles, effective on September 10, 2026. The RSUs and PSUs were an inducement material to Mr. Rowles entering into employment with the Company and granted under and subject to the terms of the Company's Amended and Restated 2021 Inducement Equity Incentive Plan and applicable award agreements. The RSUs will vest as to one-third of the award on the one-year anniversary of the grant date and as to the remaining two-thirds of the award in eight substantially equal quarterly installments, such that the RSUs will be fully vested on the third anniversary of the grant date. The PSUs are eligible to vest after the end of the three-year performance period, based on a combination of performance goals and vesting terms. The vesting of the RSUs and PSUs is generally subject to Mr. Rowles remaining in continuous service with the Company through the relevant vesting dates. Mr. Rowles's offer letter agreement was filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 18, 2026. The Amended and Restated 2021 Inducement Equity Incentive Plan and the forms of RSU and PSU award agreements are filed as exhibits to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members' financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $22.7 billion in responsible and affordable credit, saved its members more than $2.5 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually.

For more information, visit Oportun.com.

Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com

Media Contact
Michael Azzano
Cosmo PR for Oportun
(415) 596-1978
michael@cosmo-pr.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How do the RSUs granted to Sean Rowles vest over time?

The 382,653 RSUs vest as follows: one-third of the award vests on the one-year anniversary of the September 10, 2026 grant date, and the remaining two-thirds vest in eight substantially equal quarterly installments, so that all RSUs are fully vested on the third anniversary of the grant date, generally subject to Mr. Rowles remaining in continuous service with Oportun.

What are the vesting conditions for the PSUs granted to Sean Rowles?

The 127,551 PSUs are eligible to vest after the end of a three-year performance period. Vesting is based on a combination of performance goals and vesting terms, and generally requires Mr. Rowles to remain in continuous service with Oportun through the applicable vesting date.

Where can investors find the underlying agreements for these inducement awards?

Mr. Rowles's offer letter agreement is filed as Exhibit 10.2 to Oportun's Current Report on Form 8-K filed with the SEC on June 18, 2026. The Amended and Restated 2021 Inducement Equity Incentive Plan and the forms of RSU and PSU award agreements are filed as exhibits to Oportun's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026.