Oportun details CEO transition and exit package

Oportun Financial Corporation is planning a leadership change, with CEO Raul Vazquez agreeing to step down as chief executive and board member.

Rhea-AI Filing Summary

Oportun Financial Corporation is planning a leadership change, with CEO Raul Vazquez agreeing to step down as chief executive and board member. He will remain CEO and a director until a new CEO is appointed, but no later than April 3, 2026, and then continue as an advisor until July 1, 2026, to support the transition. The company states his transition is not related to any disagreement.

Under a transition agreement, Vazquez keeps his base salary, benefits and equity vesting while employed, remains eligible for a 2025 bonus if he stays through April 3, 2026, and then receives cash severance of $1,102,500 over 18 months plus a prorated payment based on $918,750. Oportun will pay up to 18 months of COBRA premiums, fully vest his unvested time-based restricted stock units, and allow certain 2025 performance-based units to remain eligible to vest under specified conditions. During a subsequent advisory period through July 3, 2026, he will be paid $61,250 per month. The company also furnished a press release with preliminary unaudited results for the fourth quarter and full year 2025.

Insights

Corporate governance analyst

Planned CEO transition with structured severance and advisory role.

Oportun Financial Corporation disclosed a negotiated CEO transition in which Raul Vazquez will step down as chief executive and director after a successor is appointed, but no later than April 3, 2026. He then moves into an advisory capacity through early July 2026, which can help maintain continuity while the board conducts a search with an external firm.

The transition agreement specifies material compensation: cash severance of $1,102,500 (18 months of base salary), a prorated lump sum based on $918,750, up to 18 months of COBRA premium coverage, and full vesting of outstanding time-based restricted stock units. A portion of 2025 performance-based units may still vest if economic ROA conditions are met, while other performance units will be forfeited.

The company notes the transition is not due to any disagreement, framing this as an orderly leadership change. Actual impact will depend on the timing and profile of the new CEO and how the market interprets the severance and equity treatment relative to performance once the audited 2025 results are available in the upcoming Form 10-K.

8-K Event Classification

3 items: 2.02, 5.02, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did Oportun Financial Corporation (OPRT) announce in this 8-K?

Oportun Financial Corporation announced a planned transition of Chief Executive Officer Raul Vazquez, who will step down as CEO and board member once a new CEO is appointed, but no later than April 3, 2026, and then serve as an advisor through July 2026. The company also furnished a press release with certain preliminary unaudited financial and operating results for the fourth quarter and full year ended December 31, 2025.

When will Oportun (OPRT) CEO Raul Vazquez step down and how long will he advise the company?

Raul Vazquez will remain CEO and a member of the board until the earlier of the new CEO’s appointment date or April 3, 2026. If he remains employed through April 3, 2026, he will then serve as a non-employee advisor to Oportun through July 3, 2026.

What severance and compensation will Oportun CEO Raul Vazquez receive under the transition agreement?

Subject to the conditions in the transition agreement, Raul Vazquez will receive cash severance of $1,102,500, payable in equal installments over 18 months, plus a lump sum equal to $918,750 multiplied by the fraction of 2026 days he is employed. Oportun will pay up to 18 months of COBRA premiums for him and his eligible dependents, fully vest his outstanding unvested time-based restricted stock units, and pay a monthly advisory fee of $61,250 during the advisory period.

How are Raul Vazquez’s equity awards treated in the Oportun (OPRT) CEO transition?

Under the transition agreement, 100% of Raul Vazquez’s outstanding and unvested time-based restricted stock units will immediately vest and settle upon his qualifying separation. For the performance-based restricted stock units granted on April 2, 2025, two-thirds of any units that become Economic ROA Eligible Units will remain eligible to vest on the scheduled vesting date under the terms of the 2025 PSU agreements, disregarding any continued service condition. All other unvested and outstanding performance-based restricted stock units will be forfeited on his last day of employment.

Is Raul Vazquez’s departure from Oportun related to a disagreement with the company?

The company states that Raul Vazquez’s transition is not related to any disagreement between him and Oportun Financial Corporation.

Did Oportun (OPRT) release fourth quarter and full-year 2025 financial results?

Oportun issued a press release announcing certain preliminary unaudited financial and operating results for the fourth quarter and full fiscal year ended December 31, 2025. These results are estimates and remain subject to completion of the company’s year-end closing procedures and audit, and may differ from the final audited results that will appear in its Form 10-K.

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

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Accepted by SEC EDGAR 01/21/2026 - 04:05 PM Learn about SEC filing dates

Oportun Financial Corp false 0001538716 0001538716 2026-01-15 2026-01-15

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

January 15, 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.
2 Circle Star Way
San Carlos, CA		94070
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 2.02. Results of Operations and Financial Condition

On January 21, 2026, Oportun Financial Corporation (the “Company”) issued a press release announcing certain preliminary unaudited financial and operating results for the fourth quarter and full fiscal year ended December 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this report.

The Company’s audited financial statements for the year ended December 31, 2025 are not yet available. Accordingly, these preliminary financial and operating results are an estimate and subject to the completion of the Company’s financial closing and other procedures and finalization of the Company’s consolidated financial statements for its year ended December 31, 2025, including the completion of the audit of the Company’s financial statements. Accordingly, actual financial and operating results that will be reflected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including its audited financial statements when they are completed and publicly disclosed, may differ from these preliminary results.

The information in this Form 8-K and the exhibits attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Transition of Chief Executive Officer

On January 21, 2026, the Company and its subsidiary, Oportun, Inc. (“Oportun”), announced that Chief Executive Officer (“CEO”) Raul Vazquez will step down from his roles as CEO and a member of the Company’s board of directors (the “Board”). Based on mutual agreement, Mr. Vazquez will remain in his current role as the Company’s and Oportun’s CEO and as a member of the Board to assist in the transition until the Board appoints a new chief executive officer (“New CEO”), but no later than April 3, 2026, and will serve as an advisor to the Company until July 1, 2026. Mr. Vazquez’s transition is not related to any disagreement between Mr. Vazquez and the Company. The Board has initiated a CEO search process and engaged a leading executive search firm to assist in that process.

Vazquez Transition Agreement

The Company and Oportun entered into a transition agreement and release (the “Transition Agreement”) with Mr. Vazquez dated January 21, 2026 (the “Effective Date”) in connection with the Company’s and Mr. Vazquez’s agreement to make a CEO leadership transition. Under the Transition Agreement, Mr. Vazquez will remain as CEO and a member of the Board through the earlier of (i) the effective date on which a New CEO commences service with the Company and Oportun in accordance with the Transition Agreement (the “Appointment Date”) and (ii) April 3, 2026, subject to the terms of the Transition Agreement. If the Appointment Date occurs before April 3, 2026, the Transition Agreement contemplates that Mr. Vazquez will remain employed with Oportun as a strategic advisor in a non-officer capacity until April 3, 2026. During the period that he is employed with Oportun, Mr. Vazquez will continue to receive his regular base salary, participate in the Company’s employee benefits, and his Company equity awards will continue to vest. Mr. Vazquez will also continue to be eligible to receive a bonus under the Company’s 2025 bonus plan provided that he remains employed with Oportun through April 3, 2026 and will continue to participate in the Company’s benefit plans on the same terms in effect prior to the Effective Date.

Subject to Mr. Vazquez executing and not revoking the release agreement attached to the Transition Agreement, remaining employed with the Company through April 3, 2026, and satisfying the other terms and conditions of the Transition Agreement, (1) Mr. Vazquez will receive cash severance equal to $1,102,500, representing eighteen (18) months of his base annual salary, payable in equal installments over eighteen (18) months; (2) Mr. Vazquez also will receive a lump sum payment equal to $918,750 multiplied by (a) the number of calendar days he is employed with Oportun in 2026 as of his last day of employment divided by (b) 365; (3) Oportun will cover the premiums for COBRA coverage for Mr. Vazquez and his eligible dependents for a period of up to eighteen (18) calendar months following his last day of employment with Oportun, subject to the terms of the Transition Agreement; and (4) (i) one hundred percent (100%) of Mr. Vazquez’s outstanding and unvested time-based restricted stock units will immediately vest and settle, and (ii) if and to the extent any performance-based restricted stock units (“PSUs”) granted to Mr. Vazquez on April 2, 2025 (the “2025 PSUs”) become Economic ROA Eligible Units then two-thirds of such Economic ROA Eligible Units will remain eligible to vest on the Scheduled Vesting Date, subject to the terms and conditions of the applicable 2025 PSU agreements entered into by Mr. Vazquez, including any adjustments due to the application of Relative TSR Modifier set forth in such 2025 PSU agreements, but in each case, disregarding any continued service or similar condition under the applicable 2025 PSU agreements. All other unvested and outstanding PSUs held by Mr. Vazquez will be forfeited on his last day of employment with the Company.

If Mr. Vazquez remains employed with Oportun through April 3, 2026, then, immediately thereafter, Mr. Vazquez will continue in service with Oportun as a non-employee advisor through July 3, 2026 (such advisory period the “Advisory Period”). During the Advisory Period, Mr. Vazquez will receive a cash fee of $61,250 per month as payment for his services.

The foregoing summary of the Transition Agreement is subject to, and qualified in its entirety by, the full text of the Transition Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. All capitalized terms used but not defined herein have the meanings set forth in the Transition Agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
10.1		Transition Agreement dated January 21, 2026
99.1		Press Release dated January 21, 2026
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: January 21, 2026				By:		/s/ Kathleen Layton
						Kathleen Layton
						Chief Legal Officer and Corporate Secretary