Oportun (NASDAQ: OPRT) strikes standstill deal with Radoff Parties

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oportun Financial Corporation entered into a letter agreement with Bradley L. Radoff and The Radoff Family Foundation. Two current Class I directors will retire from the board no later than the conclusion of the company’s 2026 annual meeting of stockholders.

The Radoff Parties agreed to standstill restrictions, including not acquiring more than 4.9 percent of the company’s outstanding voting securities, limits on proxy solicitations, and restrictions on certain extraordinary transactions, subject to exceptions. During the Restricted Period, they will generally vote their shares in line with the board’s recommendations, with limited exceptions tied to proxy advisory firm views and extraordinary transaction proposals.

Both sides agreed to mutual non-disparagement and not to sue each other during the Restricted Period, subject to exceptions. Oportun will reimburse the Radoff Parties for reasonable, documented out-of-pocket legal and other expenses. The agreement remains in effect until a date tied to the 2028 director nomination deadline.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Ownership cap: 4.9% of voting securities Restricted Period end offset: 15 days before nomination deadline Agreement date: June 22, 2026 +1 more

4 metrics

Ownership cap 4.9% of voting securities Maximum beneficial ownership and economic exposure for Radoff Parties

Restricted Period end offset 15 days before nomination deadline Ends before 2028 annual meeting director nomination deadline

Agreement date June 22, 2026 Date Oportun and the Radoff Parties entered the letter agreement

Board change timing 2026 annual meeting Two Class I directors retire no later than conclusion of this meeting

Key Terms

Material Definitive Agreement, standstill restrictions, Restricted Period, extraordinary transactions

4 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement On June 22, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

standstill restrictions financial

"the Radoff Parties will be subject to customary standstill restrictions, including, among others, not"

Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.

Restricted Period regulatory

"during the Restricted Period (as defined below), the Radoff Parties will vote all shares"

extraordinary transactions financial

"engaging or participating in certain extraordinary transactions involving the Company"

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 08:30 AM Accepted by SEC EDGAR 06/24/2026 - 08:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 22, 2026

Date of Report (date of earliest event reported)

OPORTUN FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission File Number 001-39050


Delaware		45-3361983
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

1825 South Grant Street, Suite 850
San Mateo,	CA	94402
Address of Principal Executive Offices		Zip Code

(650) 810-8823

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPRT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On June 22, 2026, Oportun Financial Corporation (the “Company”) entered into a letter agreement (the “Agreement”) with Bradley L. Radoff and The Radoff Family Foundation (together, the “Radoff Parties”).

The Agreement provides, among other things, that:

•two of the current Class I directors will retire from the Company’s Board of Directors no later than the conclusion of the Company’s 2026 annual meeting of stockholders;

•the Radoff Parties will be subject to customary standstill restrictions, including, among others, not (i) acquiring beneficial ownership of and economic exposure to, more than 4.9 percent of the then-outstanding voting securities of the Company; (ii) soliciting proxies and related matters; and (iii) engaging or participating in certain extraordinary transactions involving the Company, each of the foregoing subject to certain exceptions;

•during the Restricted Period (as defined below), the Radoff Parties will vote all shares of voting securities of the Company beneficially owned by them and over which they have the right to vote in accordance with the Board’s recommendations with respect to (i) the election or removal of directors of the Company and (ii) any other proposal submitted to stockholders of the Company, subject, in the case of clause (ii), to certain exceptions relating to proposals for which the recommendations made by Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC are inconsistent with the recommendation of the Board and to the Radoff Parties’ right to vote in their sole discretion on any proposal with respect to an extraordinary transaction involving the Company;

•during the Restricted Period, neither the Company nor the Radoff Parties will disparage or sue the other party, subject to certain exceptions; and

•the Company will reimburse the Radoff Parties for reasonable and documented out-of-pocket legal and other expenses.

Unless otherwise mutually agreed to in writing by the parties, the Agreement will remain in effect until 11:59 p.m., Pacific time, on the day that is 15 days prior to the deadline for the submission of stockholder nominations of directors for the 2028 annual meeting of stockholders (such period, the “Restricted Period”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number
10.1			Letter Agreement, dated June 22, 2026, between Oportun Financial Corporation, Bradley L. Radoff and The Radoff Family Foundation
104			Cover Page Interactive Data File embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


OPORTUN FINANCIAL CORPORATION
(Registrant)

Date:	June 24, 2026	By:	/s/ Kathleen Layton
			Kathleen Layton
			Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Oportun Financial Corporation (OPRT) enter into on June 22, 2026?

Oportun entered a letter agreement with Bradley L. Radoff and The Radoff Family Foundation. It sets board changes, standstill restrictions, voting commitments, mutual non-disparagement, and expense reimbursement, and defines a multi-year Restricted Period linked to the 2028 director nomination deadline.

How does the Oportun (OPRT) agreement affect board composition?

The agreement provides that two current Class I directors will retire from Oportun’s board. Their retirement must occur no later than the conclusion of the company’s 2026 annual meeting of stockholders, enabling a change in board composition under the negotiated framework with the Radoff Parties.

What ownership limits apply to the Radoff Parties under the OPRT agreement?

The Radoff Parties agreed not to acquire beneficial ownership of, or economic exposure to, more than 4.9 percent of Oportun’s then-outstanding voting securities. This cap is part of broader standstill restrictions designed to limit their influence during the agreement’s Restricted Period.

How must the Radoff Parties vote their Oportun (OPRT) shares during the Restricted Period?

During the Restricted Period, the Radoff Parties will vote shares they beneficially own and can vote in line with Oportun’s board recommendations on director elections and removals. For other proposals, they generally follow board recommendations, with exceptions tied to proxy advisor recommendations and extraordinary transactions.

What is the Restricted Period in Oportun’s agreement with the Radoff Parties?

The Restricted Period runs until 11:59 p.m. Pacific time on the day 15 days before the deadline for stockholder director nominations for Oportun’s 2028 annual meeting. During this time, the standstill, voting, and non-disparagement obligations in the agreement apply to both parties.

Does Oportun (OPRT) reimburse the Radoff Parties under this agreement?

Yes. Oportun will reimburse the Radoff Parties for their reasonable and documented out-of-pocket legal and other expenses. This reimbursement is one of the negotiated terms accompanying the standstill restrictions, voting commitments, and board retirement provisions in the letter agreement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 92.9 KB