[DEFA14A] Oportun Financial Corporation Additional Proxy Soliciting Materials
Rhea-AI Filing Summary
Oportun Financial (NASDAQ: OPRT) released definitive additional proxy materials urging stockholders to back management’s two directors and WITHHOLD on activist Findell Capital Management’s nominee, who seeks to oust the company’s CEO from the board.
The filing emphasizes recent operational turnaround: tighter credit standards, cost-structure reductions and improved credit metrics that have helped the share price more than double in the last 12 months. Management warns that replacing the CEO with a “materially less qualified” candidate could destabilize the business as it continues its recovery.
Shareholders are asked to vote the GREEN proxy card online, by phone or mail before the upcoming 2025 annual meeting. The filing includes standard forward-looking-statement cautionary language referencing the company’s 2024 Form 10-K for risk factors.
Positive
- Management reports improved credit performance and increased profitability following cost reductions and tighter underwriting.
- Share price has doubled year-over-year, outperforming most peers and indices, indicating market validation of turnaround efforts.
Negative
- Active proxy contest led by Findell Capital seeks to remove the CEO, posing governance and leadership stability risks.
- Potential disruption from boardroom uncertainty could delay strategic execution during a critical recovery phase.
Insights
TL;DR: Management fights activist bid to remove CEO; governance stability at stake.
The DEFA14A signals a high-stakes proxy contest. Management highlights improved metrics and outsized share price recovery to justify board continuity, framing Findell’s proposal as value-destructive. The request to oust the CEO suggests shareholder discontent with prior oversight; however, recent operational adjustments indicate responsiveness. Investors must weigh short-term disruption risk against potential strategic realignment if the activist prevails. The lack of alternative strategic plan from Findell weakens its case, but a CEO removal vote typically tightens oversight, increasing near-term volatility.
TL;DR: Proxy fight could move stock—expect elevated volatility into vote.
Past 12-month share price outperformance (+100%) strengthens incumbent stance, yet the activist’s challenge underscores lingering concerns over capital allocation and credit risk post-2022 downturn. If Findell garners broad support, leadership change could trigger a strategic pivot, potentially delaying margin recovery. Conversely, a management victory would affirm the current trajectory but may not fully resolve dissent, leaving a governance overhang. Key watch-points: proxy adviser recommendations (ISS/Glass Lewis) and updated Q2 metrics before the vote.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Oportun Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of the Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Oportun provides inclusive, affordable financial services that empower hardworking individuals to build better futures
Supported by robust customer demand and favorable credit and market conditions, we pursued an ambitious growth strategy leading up to and following our 2019 IPO to extend our impact across underserved communities, strengthen relationships with our loyal members, and unlock long-term value for stockholders through an expanded suite of products
However, the economic environment changed rapidly and unexpectedly beginning in early 2022; rising and sustained inflation increased costs of living and impacted our customers’ ability to repay their loans, putting significant pressure on our business, and rising interest rates increased our cost of capital
The Board and management took swift and decisive action to reposition the business – tightening credit standards, reducing our cost structure, and streamlining our operations
As a result of these actions, our performance has improved; we have delivered improved credit metrics and increased profitability, and the market has recognized our progress – our stock price has more than doubled over the last 12 months, outperforming all but one of our peers as well as the relevant stock indices
Despite the meaningful progress we have made, one of our stockholders, Findell Capital Management, is pursuing a disruptive proxy contest, seeking to remove our CEO from the Board and replace him with a candidate who, in our view, lacks unique or additive skills and is not a suitable replacement for our CEO
We have met with Findell numerous times, objectively considered its suggestions, and taken several actions consistent with its recommendations; we have continued to take actions to optimize our Board composition and governance to align with best practices
For more information, visit VoteForOportun.com
| | | | ||||
| | Replacing our CEO with a candidate who is materially less qualified is a serious mistake that would risk destabilizing Oportun at a critical time | | Stockholders should vote on the GREEN proxy card to support the management team and incumbent directors who are delivering results and committed to advancing Oportun’s progress and momentum |
| ||
|
|
| | |
| * Source: Bloomberg. Data as of June 13, 2025. | |
|
Please vote on the GREEN proxy card “FOR” Oportun’s two nominees,
and “WITHHOLD” on Findell’s candidate, using one of the following options:
|
| Online – Follow the instructions set forth on the enclosed GREEN proxy card |
|
| Phone – Follow the instructions set forth on the enclosed GREEN proxy card |
|
| Mail – Sign and date the enclosed GREEN proxy card and return it in the postage-paid envelope provided |
Remember, please discard and do not sign any white Findell proxy card. If you have already voted using a white proxy card, you may cancel that vote simply by voting again using the Company’s GREEN proxy card or GREEN voting instruction form. Only your latest-dated vote will count!
|
| If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies | ||
| |
|
| (877) 800-5195 (toll-free from the U.S. and Canada) +1 (412) 232-3651 (from other countries) | |
Cautionary Statement on Forward-Looking Statements
Certain statements in this communication are “forward-looking statements”. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements as to our future performance, progress and momentum, financial position and our strategic initiatives, and the Annual Meeting, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events, financial trends and risks and uncertainties that we believe may affect our business, financial condition and results of operations. These risks and uncertainties include those risks described in our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K for the year ended December 31, 2024, as well as our subsequent filings with the SEC. These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
| © 2025 Oportun, Inc. All rights reserved. | | OPRTMGMT1PG |
FAQ
Why is Findell Capital Management challenging Oportun's board in 2025?
How has Oportun (OPRT) performed financially ahead of the 2025 proxy vote?
What voting card should OPRT shareholders use in the 2025 proxy fight?
When is Oportun's 2025 annual shareholder meeting?
What are the potential risks if Oportun's CEO is removed from the board?
