Oportun (OPRT) Form 4: Kathleen Layton auto-sells 4,214 shares for tax withholding

Rhea-AI Filing Summary

Reporting person: Kathleen Layton, Chief Legal Officer of Oportun Financial Corp (OPRT). Transaction: On 09/10/2025 Ms. Layton had 4,214 shares of OPRT sold to cover tax withholding from the vesting of restricted stock units. The sales were automatic to satisfy tax obligations and were not discretionary trades by the reporting person. The weighted average sale price was $6.64, with individual trades ranging from $6.63 to $6.665 per share. After the transaction Ms. Layton beneficially owned 159,184 shares, held directly. The Form 4 was signed on 09/11/2025.

Insights

Corporate Governance Expert

TL;DR Routine, non-discretionary share sales to satisfy tax withholding; no governance red flags evident from this filing.

The filing documents an automatic sale of 4,214 shares tied to RSU vesting tax withholding, not an active decision to liquidate holdings. Such transactions are common for executives and do not indicate changes in executive control or compensation structure. The post-sale ownership of 159,184 shares continues to reflect meaningful alignment with shareholder interests. No additional disclosures or unusual terms are present in the form.

Securities Analyst

TL;DR Transaction is operational (tax withholding) and unlikely to be material to OPRT equity valuation on its own.

The reported weighted average price of $6.64 and the small block size (4,214 shares) suggest a routine disposition to satisfy tax liabilities from RSU vesting. The filer explicitly states the sale was automatic and not discretionary. Given the remaining direct ownership of 159,184 shares, this single event is unlikely to alter market perception or signal insider-driven liquidity pressure.

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

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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,

2 CIRCLE STAR WAY

(Street)

SAN CARLOS CA 94070

(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)
09/10/2025

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	09/10/2025		S		4,214(1)	D	$6.64(2)	159,184	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

Explanation of Responses:

1. These shares were automatically sold on behalf of the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units on September 10, 2025, and this sale does not represent a discretionary trade by the Reporting Person.

2. Weighted average price. These shares were sold in multiple transactions at prices ranging from $6.63 to $6.665 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.

Remarks:

	Kathleen Layton	09/11/2025
	** 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.

FAQ

What did Kathleen Layton report on Form 4 for OPRT?

Ms. Layton reported an automatic sale of 4,214 OPRT shares on 09/10/2025 to cover tax withholding related to RSU vesting.

At what price were the OPRT shares sold?

The weighted average sale price was $6.64, with prices ranging from $6.63 to $6.665 per share.

How many OPRT shares does Kathleen Layton own after the sale?

Following the reported transaction, Ms. Layton beneficially owned 159,184 shares, held directly.

Was the sale a discretionary trade or automatic?

The filing states the shares were automatically sold to cover tax withholding and were not a discretionary trade by the reporting person.

When was the Form 4 signed and filed?

The signature date on the Form 4 is 09/11/2025; the transaction date is 09/10/2025.