[DEFA14A] Oportun Financial Corporation Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Oportun Financial has released an investor presentation ahead of its Annual Meeting of Stockholders on July 18, 2025. The company is actively soliciting proxies and urging shareholders to vote "FOR" two board nominees on the GREEN proxy card:

• Raul Vazquez - Current CEO
• Carlos Minetti - Board nominee

The company highlights its mission-driven approach and significant achievements, including:

• Providing over $20.3 billion in responsible and affordable credit
• Saving members more than $2.4 billion in interest and fees
• Helping members save an average of $1,800 annually

The proxy solicitation is being assisted by Innisfree M&A Incorporated. Shareholders can access additional information at VoteForOportun.com. This filing represents the company's efforts to maintain board continuity and strategic direction through the upcoming shareholder vote.

Positive

• Strong mission-driven impact demonstrated through $20.3B in responsible credit provided and $2.4B saved for members in interest/fees
• Effective financial empowerment program helping members save average of $1,800 annually

Negative

• Proxy contest indicates potential governance concerns and shareholder dissatisfaction requiring additional solicitation efforts
• Management facing challenge to board composition suggesting possible strategic disagreements

Insights

Corporate Governance Specialist

Oportun faces proxy contest with competing director nominees, indicating shareholder activism and potential governance implications.

This filing reveals Oportun is engaged in an active proxy contest ahead of its July 18, 2025 Annual Meeting. The company has released an investor presentation specifically to promote its board nominees and has retained Innisfree M&A, a specialized proxy solicitation firm - clear indicators of a contested election. The board is explicitly urging shareholders to vote for CEO Raul Vazquez and Carlos Minetti using the GREEN proxy card, suggesting an opposing slate exists on a different colored card.

The reference to "highlighting strategic progress" and "proactive steps taken by Board and management to drive long-term stockholder value" points to a defensive posture against criticism from the activist shareholders. This contest represents a significant governance event as the outcome could substantially influence Oportun's strategic direction, management oversight, and corporate priorities.

The filing lacks details about the opposing nominees or their platform, but the existence of competing director candidates indicates meaningful disagreement about company leadership or strategy. Proxy contests typically emerge when influential shareholders become dissatisfied with company performance, governance practices, or strategic direction. The board's defensive communication strategy suggests they perceive this challenge as credible enough to warrant significant resources toward shareholder outreach.

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

On June 18, 2025, Oportun Financial Corporation issued the following press release:

Oportun Releases Investor Presentation Highlighting Strategic Progress

Outlines proactive steps taken by Board and management to drive long-term stockholder value

Urges stockholders to vote “FOR” Oportun’s two nominees – CEO Raul Vazquez and Carlos Minetti – on the GREEN proxy card

SAN CARLOS, Calif., June 18, 2025 (GLOBE NEWSWIRE) – Oportun (Nasdaq: OPRT), a mission-driven financial services company, today released an investor presentation in connection with the Company’s upcoming Annual Meeting of Stockholders, scheduled to be held on July 18, 2025. The presentation and additional important information related to the Annual Meeting are available at VoteForOportun.com.

Oportun’s Board of Directors encourages stockholders to review the Company’s proxy statement carefully and vote “FOR” the Company’s nominees – CEO Raul Vazquez and Carlos Minetti – using the GREEN proxy card or GREEN voting instruction form.

If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED

Shareholders may call:

(877) 800-5195 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

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 $20.3 billion in responsible and affordable credit, saved its members more than $2.4 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

Innisfree M&A Incorporated

Scott Winter / Gabrielle Wolf / Jonathan Kovacs

(212) 750-5833

Media Contact

FGS Global

John Christiansen / Bryan Locke

Oportun@fgsglobal.com

FAQ

When is OPRT's 2025 Annual Meeting of Stockholders?

OPRT's Annual Meeting of Stockholders is scheduled to be held on July 18, 2025.

Who are OPRT's board nominees for the 2025 proxy vote?

OPRT's board nominees are CEO Raul Vazquez and Carlos Minetti. The Board is urging stockholders to vote 'FOR' these two nominees using the GREEN proxy card.

What is OPRT's total lending volume since inception?

Since inception, Oportun has provided more than $20.3 billion in responsible and affordable credit to its members.

How much has OPRT saved its members in interest and fees?

Oportun has saved its members more than $2.4 billion in interest and fees since inception, and helped members set aside an average of more than $1,800 annually.

How can OPRT shareholders vote their shares for the 2025 Annual Meeting?

Shareholders can vote using the GREEN proxy card or GREEN voting instruction form. For questions about voting, shareholders can contact Innisfree M&A Incorporated at (877) 800-5195 (toll-free from U.S. and Canada) or +1 (412) 232-3651 (from other countries).