Oportun Financial (OPRT) legal chief granted stock units, sells shares

Rhea-AI Filing Summary

Oportun Financial Corp Chief Legal Officer Kathleen I. Layton reported a mix of equity awards and share sales. She received 35,179 Performance Stock Units (PSUs), each tied to one common share, that may vest based on Economic ROA and relative total shareholder return performance over calendar years 2026–2028, with potential payout from 0% to 125% of target units and final vesting scheduled for March 10, 2029. She also received 70,357 Restricted Stock Units (RSUs), each representing one common share, which vest in three equal annual installments starting March 10, 2026, subject to continued service.

On the same date, Layton sold a total of 19,355 shares of common stock in multiple open‑market transactions at a weighted average price of about $4.90 per share, with actual prices ranging from $4.805 to $4.995. After these transactions, she directly holds 296,229 shares of common stock, plus the newly granted PSUs and RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Layton Kathleen I.

(Last) (First) (Middle)

OPORTUN FINANCIAL CORPORATION,

1825 SOUTH GRANT STREET, SUITE 850

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oportun Financial Corp [ OPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		S		1,398	D	$4.9(1)	243,829	D
Common Stock	03/10/2026		S		5,556	D	$4.9(1)	238,273	D
Common Stock	03/10/2026		S		12,401	D	$4.9(1)	225,872	D
Common Stock	03/10/2026		A		70,357(2)	A	(3)	296,229	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(4)	03/10/2026		A		35,179(4)		(4)	03/10/2029	Common Stock	35,179	(5)	35,179	D

Explanation of Responses:

1. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.805 to $4.995 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The Restricted Stock Units (RSU) vest in 3 equal annual installments from the vesting commencement date of March 10, 2026, subject to the continued service of the Reporting Person on each vesting date.

3. Each RSU represents the right to receive, at settlement, one share of common stock.

4. Represents PSUs that are eligible to vest based on a one-year performance period for Economic ROA (as defined in the PSU Award Agreement). Earned PSUs will be deferred until the end of year three, at which point they will be subject to a modifier based on the Issuer's relative total shareholder return (rTSR) performance against the Russell 3000 Index before vesting. The rTSR performance period spans three (3) years covering calendar years 2026 through 2028. The number of PSUs reported in the table reflects the number of units subject to the award at target achievement. Actual vesting will be based on percentile performance, with potential payout ranging from 0% to 125% of the target units. In addition to such performance requirements, the PSUs are subject to satisfying service-based requirements and any PSUs that become Eligible Units (as defined in the PSU Award Agreement) will be scheduled to vest on March 10, 2029.

5. Each Performance-Based RSU (PSU) represents the right to receive, at settlement, one share of common stock.

Remarks:

	Kathleen Layton	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Oportun (OPRT) Chief Legal Officer Kathleen Layton receive?

Kathleen Layton received 35,179 performance stock units and 70,357 restricted stock units. Each unit represents one Oportun common share and vests over several years, subject to specific performance targets and continued service conditions described in the award agreements.

How many Oportun (OPRT) shares did Kathleen Layton sell and at what price?

She sold a total of 19,355 Oportun common shares in open‑market transactions. The weighted average sale price was about $4.90 per share, with individual trades executed between $4.805 and $4.995 according to the disclosed pricing range.

How many Oportun (OPRT) shares does Kathleen Layton hold after these transactions?

After the reported grant and sales, Kathleen Layton directly holds 296,229 shares of Oportun common stock. This share count excludes the additional shares that may be delivered in the future upon vesting of her RSU and PSU awards.

What are the vesting terms of Kathleen Layton’s Oportun RSU award?

The 70,357 restricted stock units vest in three equal annual installments beginning March 10, 2026. Vesting on each date requires that Kathleen Layton continues to serve Oportun, and each vested RSU converts into one share of common stock at settlement.

How do Oportun (OPRT) performance stock units for Kathleen Layton vest?

The 35,179 performance stock units are tied to a one‑year Economic ROA performance period and a three‑year relative total shareholder return modifier versus the Russell 3000. Depending on percentile performance and service conditions, payout can range from 0% to 125% at vesting on March 10, 2029.

What does the price range in Kathleen Layton’s Oportun share sales mean?

The filing reports a weighted average price of about $4.90 per share, with trades between $4.805 and $4.995. This means the 19,355 shares were sold across multiple transactions within that range rather than at a single uniform price.