Oportun grants 382K RSUs to chief risk officer

Oportun granted its Chief Risk Officer a large mix of time-based RSUs and performance-based PSUs with multi-year vesting and performance hurdles.

Rhea-AI Filing Summary

Oportun Financial Corp (symbol: OPRT) is the issuer of record for a Form 4 filing submitted to the SEC. Rowles Sean A reported acquisition or exercise transactions in this Form 4 filing.

Oportun Financial Corp (OPRT) reported that Chief Risk Officer Sean A. Rowles received equity awards on September 10, 2026. He was granted 382,653 Restricted Stock Units that vest over three years, and 127,551 Performance Stock Units tied to Economic ROA and three-year relative total shareholder return, with potential payout from 0% to 156% of target, scheduled to vest March 10, 2029 if performance and service conditions are met.

Insider Trade Summary

Grant/Award: 510,204 shares

Grant/Award 2 txns

Insider Rowles Sean A

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units F3, F4	127,551	--	--
Grant/Award	Common Stock F1, F2	382,653	--	--

Holdings After Transaction: Performance Stock Units — 127,551 contracts (Direct); Common Stock — 382,653 shares (Direct)

Footnotes (4)

1. F1. The Restricted Stock Units (RSU) vest over 3 years, 33.33% will vest on the first anniversary of the grant date and 8 quarterly installments thereafter, subject to the continued service of the Reporting Person on each vesting date.
2. F2. Each RSU represents the right to receive, at settlement, one share of common stock.
3. F3. 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 156% 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.
4. F4. Each Performance-Based RSU (PSU) represents the right to receive, at settlement, one share of common stock.

Key Figures

RSUs granted: 382,653 units PSUs granted at target: 127,551 units RSU vesting period: 3 years +3 more

6 metrics

RSUs granted 382,653 units Restricted Stock Units granted to Chief Risk Officer on September 10, 2026

PSUs granted at target 127,551 units Performance Stock Units granted on September 10, 2026 at target achievement

RSU vesting period 3 years RSUs vest 33.33% after one year, then in 8 quarterly installments

PSU performance period (rTSR) 3 years Relative total shareholder return measured over 2026–2028 versus Russell 3000 Index

PSU payout range 0%–156% of target units Actual vesting based on percentile performance after Economic ROA and rTSR tests

PSU scheduled vesting date March 10, 2029 Eligible Performance Stock Units scheduled to vest on this date

Key Terms

Restricted Stock Units (RSU), Performance Stock Units, Economic ROA, relative total shareholder return (rTSR), +1 more

5 terms

Restricted Stock Units (RSU) financial

"The Restricted Stock Units (RSU) vest over 3 years, 33.33% will vest"

Performance Stock Units financial

"Represents PSUs that are eligible to vest based on a one-year performance"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Economic ROA financial

"based on a one-year performance period for Economic ROA (as defined"

relative total shareholder return (rTSR) financial

"subject to a modifier based on the Issuer's relative total shareholder return (rTSR)"

Russell 3000 Index financial

"rTSR performance against the Russell 3000 Index before vesting."

A broad stock market index that tracks the performance of the roughly 3,000 largest publicly traded U.S. companies by total market value, representing almost the entire U.S. equity market. Investors use it like a big basket or thermometer: it provides a simple snapshot of overall U.S. stock market health, serves as a benchmark for funds and portfolios, and helps measure diversification, risk and returns over time.

FAQ

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

What equity awards did OPRT grant to Chief Risk Officer Sean A. Rowles?

Oportun granted 382,653 Restricted Stock Units and 127,551 Performance Stock Units to Chief Risk Officer Sean A. Rowles on September 10, 2026, all as direct ownership, subject to multi-year vesting and performance or service conditions.

How do the 382,653 OPRT RSUs granted to the Chief Risk Officer vest?

The 382,653 RSUs vest over 3 years: 33.33% on the first anniversary of the grant date and the remainder in 8 quarterly installments, subject to the continued service of the Chief Risk Officer on each vesting date.

What performance conditions apply to the 127,551 OPRT Performance Stock Units?

The 127,551 PSUs are eligible to vest based on a one-year Economic ROA performance period, then a modifier based on three-year relative total shareholder return versus the Russell 3000 Index, with potential payout ranging from 0% to 156% of target.

When are the OPRT Performance Stock Units scheduled to vest for the Chief Risk Officer?

Any PSUs that become Eligible Units under the award’s terms are scheduled to vest on March 10, 2029, after meeting both the Economic ROA performance requirement and the three-year relative total shareholder return modifier, along with service-based vesting conditions.

How many OPRT shares could the Chief Risk Officer receive from these new awards?

Each RSU and each PSU represents the right to receive, at settlement, one share of Oportun common stock. At target, the grants cover 382,653 shares from RSUs and 127,551 shares from PSUs, subject to vesting and, for PSUs, performance adjustment.

Were the OPRT equity awards to the Chief Risk Officer made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 plan is reported for these transactions, and the awards are characterized as grants or other acquisitions rather than open-market purchases or sales.

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

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Available on EDGAR 09/14/2026 - 06:09 PM Accepted by SEC EDGAR 09/14/2026 - 06:08 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rowles Sean A

(Last) (First) (Middle)

OPORTUN FINANCIAL CORPORATION

1825 SOUTH GRANT STREET, SUITE 850

(Street)

SAN MATEO CALIFORNIA 94402

(City) (State) (Zip)

UNITED STATES

(Country)

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 Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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

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

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

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	09/10/2026		A		382,653(1)	A	(2)	382,653	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	(3)	09/10/2026		A		127,551		03/10/2029	(3)	Common Stock	127,551	(4)	127,551	D

Explanation of Responses:

1. The Restricted Stock Units (RSU) vest over 3 years, 33.33% will vest on the first anniversary of the grant date and 8 quarterly installments thereafter, subject to the continued service of the Reporting Person on each vesting date.

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

3. 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 156% 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.

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

Remarks:

	/s/Kathleen Layton (Attorney-in-Fact)	09/14/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)