[DFAN14A] Oportun Financial Corporation SEC Filing

Rhea-AI Filing Summary

Findell Capital Management, a major shareholder of Oportun Financial Corporation (NASDAQ: OPRT), has filed a DFAN14A related to a proxy contest for board seats at Oportun's 2025 annual meeting. The filing details Findell's campaign to reform Oportun's board leadership.

Key developments include:

• Findell issued a rebuttal presentation challenging Oportun's June 18th statements and criticizing the company's refusal to add independent directors with lending experience
• The activist investor is seeking to remove CEO Raul Vazquez from the Board to strengthen oversight
• Findell highlights the controversial removal of former OneMain Financial CFO Scott Parker from the board
• The firm is proposing Warren Wilcox, an independent lending industry veteran, as their board nominee
• Findell argues that Oportun has significantly underperformed peers prior to their involvement

The filing includes references to additional materials published on OpportunityAtOportun.com and social media platforms to support their proxy campaign.

Positive

• None.

Negative

• Board leadership concerns highlighted by activist investor Findell Capital regarding lack of independent directors with lending industry experience
• Removal of former OneMain Financial CFO Scott Parker from the Board indicates potential governance issues
• Company reportedly underperformed peers prior to activist involvement, suggesting operational challenges
• Activist campaign signals significant shareholder dissatisfaction with current CEO Raul Vazquez's board position and company leadership

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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 Under § 240.14a-12

OPORTUN FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

FINDELL CAPITAL MANAGEMENT LLC

FINDELL CAPITAL PARTNERS LP

FINN MANAGEMENT GP LLC

BRIAN FINN

WARREN WILCOX

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ 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

Findell Capital Management LLC, together with the other participants in its solicitation (collectively, “Findell”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the U.S. Securities and Exchange Commission to be used to solicit votes for the election of Findell’s slate of director nominees at the 2025 annual meeting of stockholders of Oportun Financial Corporation, a Delaware corporation.

Item 1: On June 23, 2025, Findell issued the following press release:

Findell Capital Issues Rebuttal Presentation on Oportun Financial

Highlights That the Company Forced a Costly Proxy Contest by Refusing to Fill Board Leadership Positions with Independent Directors Who Possess Lending Industry Experience and by Ousting Former OneMain Financial CFO Scott Parker from the Board

Makes Clear That Removing Failed CEO Raul Vazquez from the Board Would Strengthen the Board’s Oversight of Management

Reiterates That Oportun Significantly Underperformed Peers Prior to Findell’s Involvement – and That Further Board Refreshment Is Needed to Prevent Additional Value Destruction

NEW YORK, June 23, 2025 /PRNewswire/ -- Findell Capital Partners, LP, (together with its affiliates, "Findell," "we" or "us") one of the largest stockholders of Oportun Financial Corporation (NASDAQ: OPRT) (“Oportun” or the “Company”), today issued a rebuttal presentation correcting false and misleading statements made in the Company’s June 18^th presentation.

As a reminder, Findell is seeking to strengthen the Board of Directors’ (the “Board”) lending industry credentials, independence and oversight of management at the 2025 Annual Meeting of Stockholders. We urge stockholders to vote today FOR the election of independent lending industry veteran Warren Wilcox to the Board on the WHITE proxy card.

Visit www.OpportunityAtOportun.com to learn more.

Contact:

Findell Capital Management, LLC

88 Pine Street, 22nd Fl.

New York, NY 10005

info@findell.us

OR

Saratoga Proxy Consulting LLC

John Ferguson

info@saratogaproxy.com

Item 2: Also on June 23, 2025, Findell issued an Investor Presentation titled “Responding to Oportun Financial’s Misguided Assessment of Findell’s Goals and Campaign”, a copy of which is attached hereto in Exhibit 99.1 and incorporated herein by reference.

Item 3: Also on June 23, 2025, Findell published certain material on www.OpportunityAtOportun.com, which is attached hereto in Exhibit 99.1 and incorporated herein by reference.

Item 4: Also on June 23, 2025, Findell published certain material on X.com, which is attached hereto in Exhibit 99.1 and incorporated herein by reference.

FAQ

Who is Findell Capital and why are they filing a proxy contest against OPRT?

Findell Capital Management LLC, one of OPRT's largest stockholders, is filing a proxy contest to strengthen the Board's lending industry credentials, independence and oversight of management. They are specifically seeking to elect independent lending industry veteran Warren Wilcox to the Board at the 2025 Annual Meeting of Stockholders.

What are the main criticisms Findell Capital has against OPRT's management?

Findell Capital criticizes OPRT for: 1) Refusing to fill board leadership positions with independent directors who have lending industry experience, 2) Ousting former OneMain Financial CFO Scott Parker from the Board, 3) Maintaining CEO Raul Vazquez on the Board despite alleged poor oversight, and 4) Significantly underperforming peers prior to Findell's involvement.

What type of proxy card should OPRT shareholders use to vote for Findell's nominee?

Shareholders should use the WHITE universal proxy card to vote FOR the election of Warren Wilcox to OPRT's Board of Directors. Findell has filed a definitive proxy statement and accompanying WHITE universal proxy card with the SEC for this purpose.

When is OPRT's 2025 Annual Meeting of Stockholders?

While the exact date is not specified in the filing, the Annual Meeting of Stockholders is scheduled for 2025, with Findell Capital issuing their rebuttal presentation and proxy materials on June 23, 2025.

What recent actions has Findell Capital taken regarding their proxy contest with OPRT?

On June 23, 2025, Findell Capital: 1) Issued a press release with a rebuttal presentation responding to OPRT's June 18th presentation, 2) Released an investor presentation titled 'Responding to Oportun Financial's Misguided Assessment of Findell's Goals and Campaign', 3) Published materials on www.OpportunityAtOportun.com, and 4) Posted content on X.com.