[SCHEDULE 13D/A] Oportun Financial Corporation SEC Filing

Rhea-AI Filing Summary

BGSF, Inc. (NYSE: BGSF) has filed a Preliminary Proxy Statement (Schedule 14A) seeking stockholder approval for the sale of its entire Professional segment to INSPYR Solutions Intermediate, LLC for $99 million in cash.

The transaction is structured through an Equity Purchase Agreement dated 14 June 2025. Prior to closing, BGSF will transfer Professional-segment assets and certain liabilities to wholly-owned subsidiary BGSF Professional, divest foreign subsidiaries (excluding a 1 % interest in India) to an affiliate of the buyer, and then sell 100 % of BGSF Professional and BG Finance & Accounting, Inc. to the purchaser. Alvarez & Marsal–affiliated funds have issued an equity-commitment letter for $104 million, providing deal funding certainty.

Key Terms & Conditions

• Purchase price: $99 million cash, subject to customary working-capital and debt adjustments.
• Closing deadline (End Date): 10 November 2025.
• Required vote: majority of all outstanding BGSF common shares under DGCL §271.
• Termination fees: $4.95 million payable by purchaser under specified breaches; $2.97 million payable by BGSF upon superior proposal or certain failures; expense reimbursement to purchaser capped at $3 million if stockholders vote down the deal.
• No appraisal or dissenters’ rights for stockholders.

Strategic Rationale & Use of Proceeds

• BGSF intends to use net proceeds to substantially eliminate outstanding debt and reinvest in its Property Management segment (the “Retained Business”).
• The board, after receiving a fairness opinion from Houlihan Lokey, unanimously recommends voting FOR the Sale, the related golden-parachute Compensation Proposal, and the Adjournment Proposal.

Post-Sale Profile

• BGSF will be a smaller, more focused staffing company, with revenues derived exclusively from Property Management field-talent services across 38 states and D.C.
• No proceeds flow directly to stockholders; future value creation depends on debt reduction, redeployment of capital, and potential strategic alternatives.

Risks Highlighted

• Transaction requires affirmative vote of a majority of outstanding shares; failure triggers potential expense reimbursement.
• Pendency could disrupt employees and customers; if the deal fails, BGSF shoulders transaction costs without offsetting benefits.
• After divestiture, reduced scale may pressure BGSF’s ability to meet NYSE continued-listing standards.

The special meeting date and record date are blank in this preliminary filing; final dates will be set in the definitive proxy. Stockholders are urged to review the full proxy and Annex A (Equity Purchase Agreement) for complete details.

Positive

• $99 million cash inflow enables substantial debt elimination and balance-sheet de-risking.
• Houlihan Lokey fairness opinion supports valuation and deal terms.
• Committed $104 million equity financing from Alvarez & Marsal funds reduces financing risk.
• Purchaser break-fee of $4.95 million provides compensation if buyer defaults.
• Transaction refocuses BGSF on its higher-margin Property Management business.

Negative

• Shareholders do not receive any direct proceeds; value creation is indirect and uncertain.
• Post-sale company will be smaller, potentially jeopardizing NYSE listing compliance and market liquidity.
• Deal requires approval of a majority of outstanding shares; failure could trigger up to $3 million in expense reimbursement by BGSF.
• No appraisal or dissenters’ rights limit recourse for investors opposing the sale.
• Strategic execution risk: success hinges on effective reinvestment of proceeds into Property Management segment.

Insights

Senior Equity Analyst

TL;DR – $99 m divestiture deleverages BGSF and sharpens focus, but offers no immediate cash to shareholders.

The headline cash consideration equals roughly 1.1× 2024 Professional-segment revenue (based on prior disclosures) and appears in line with mid-market staffing multiples. Combined with a committed $104 m equity back-stop, closing risk is moderate. Management plans to retire virtually all debt, cutting leverage from ~3× EBITDA to near-zero and improving interest-coverage ratios—likely credit-positive. Remaining Property Management business historically delivers steadier margins, but company scale shrinks materially, which could compress trading multiples and diminish market visibility. The fairness opinion mitigates valuation concerns; the $4.95 m purchaser break-fee provides downside protection. Overall, the proposal modestly improves balance-sheet strength and strategic focus, earning a cautiously positive investment view, contingent on redeployment of residual cash.

Corporate Governance Specialist

TL;DR – Governance terms are standard, but shareholders forgo proceeds and dissent rights.

The board followed a conventional process: independent advisor, fairness opinion, unanimous recommendation. However, shareholders receive no portion of the $99 m and lack appraisal rights, limiting direct economic benefit. Termination-fee asymmetry ($4.95 m vs. $2.97 m) is within market norms, yet the Expense Reimbursement up to $3 m if the vote fails shifts cost risk to investors. The covenant package restricts BGSF from soliciting competing bids but permits fiduciary outs. From a governance lens, the proposal is neutral—procedurally sound but offering limited immediate upside to owners.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Oportun Financial Corp

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

68376D104

(CUSIP Number)

Ryan Voerg
FINDELL CAPITAL MANAGEMENT LLC, 88 Pine Street, Suite 2240
New York, NY, 10005
646-907-5217

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

ANDREW J. ASTORE, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 68376D104

1

Name of reporting person

Findell Capital Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,975,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,975,000.00

11

Aggregate amount beneficially owned by each reporting person

1,975,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 68376D104

1

Name of reporting person

Finn Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,006,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,006,300.00

11

Aggregate amount beneficially owned by each reporting person

3,006,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 68376D104

1

Name of reporting person

FINDELL CAPITAL MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,006,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,006,300.00

11

Aggregate amount beneficially owned by each reporting person

3,006,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 68376D104

1

Name of reporting person

Finn Brian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,006,300.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,006,300.00

11

Aggregate amount beneficially owned by each reporting person

3,006,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 68376D104

1

Name of reporting person

Warren Wilcox

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Oportun Financial Corp
(c)	Address of Issuer's Principal Executive Offices: 2 CIRCLE STAR WAY, SAN CARLOS, CALIFORNIA , 94070.
Item 1 Comment: The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (the "Amendment No. 10"). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended to add the following: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, Warren Wilcox is no longer a member of the Schedule 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 10. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows:
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On July 14, 2025, FCM and certain of its affiliates (collectively, "Findell") entered into a letter agreement (the "Cooperation Agreement") with the Issuer, pursuant to which the Issuer agreed to appoint Warren Wilcox to its Board of Directors (the "Board") as a Class III director with a term expiring at the Issuer's 2028 Annual Meeting of Stockholders (the "2028 Annual Meeting"), with such appointment to be effective on the day following the conclusion of the Issuer's 2025 Annual Meeting of Stockholders. The Issuer has also agreed that at or before its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"), one person who joined the Board before February 7, 2024, will have retired from the Board and will not stand for election as a member of the Board at the 2026 Annual Meeting. Under the Cooperation Agreement, subject to the replacement being reasonably acceptable to the Board and certain other conditions specified in the Cooperation Agreement, Findell is entitled to director replacement rights in the event Mr. Wilcox ceases to serve as a director prior to the conclusion of the 2026 Annual Meeting. Pursuant to the Cooperation Agreement, Findell has irrevocably withdrawn its nomination notice for the 2025 Annual Meeting and has agreed to abide by certain customary standstill restrictions and voting commitments to the extent they remain in effect for the duration of the Restricted Period, which is defined as the period from the date of the Cooperation Agreement until 11:59 p.m. Pacific time on the date that is 15 calendar days prior to the deadline for submission of stockholder director nominations for the 2028 Annual Meeting. Findell and the Issuer also agreed to mutual non-disparagement and litigation restrictions, subject to certain exceptions. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons beneficially owned 3,006,300 Shares in the aggregate, representing approximately 6.9% of the outstanding Shares, including (i) 1,975,000 Shares held directly by FCP, representing approximately 4.5% of the outstanding Shares, and (ii) 1,031,300 Shares held in certain separately managed accounts. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 43,870,399 Shares outstanding, as of May 27, 2025, which is the total number of Shares outstanding as reported in the Issuer's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2025.
(c)	Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 9 to the Schedule 13D is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On July 14, 2025, Findell and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. On July 15, 2025, FCP, FMGP, FCM and Brian A. Finn entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities. 99.1 - Cooperation Agreement, dated July 14, 2025 (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 14, 2025). 99.2 - Joint Filing Agreement, by and among Findell Capital Partners, LP, Findell Capital Management LLC, Finn Management GP LLC, and Brian A. Finn, dated July 15, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Findell Capital Partners LP

Signature:	/s/ Brian A. Finn
Name/Title:	Brian A. Finn, Managing Member of Finn Management GP LLC, its General Partner
Date:	07/15/2025

Finn Management GP LLC

Signature:	/s/ Brian A. Finn
Name/Title:	Brian A. Finn, Managing Member
Date:	07/15/2025

FINDELL CAPITAL MANAGEMENT LLC

Signature:	/s/ Brian A. Finn
Name/Title:	Brian A. Finn, Member
Date:	07/15/2025

Finn Brian

Signature:	/s/ Brian A. Finn
Name/Title:	Brian A. Finn
Date:	07/15/2025

Warren Wilcox

Signature:	/s/ Warren Wilcox
Name/Title:	Warren Wilcox
Date:	07/15/2025

FAQ

What exactly is BGSF (BGSF) selling in this transaction?

BGSF will transfer its entire Professional segment—BG F&A and BGSF Professional, plus related foreign subsidiaries—to INSPYR Solutions for $99 million cash.

How will BGSF use the $99 million of sale proceeds?

Management plans to pay down virtually all debt and invest remaining funds in the Property Management segment; no proceeds go to shareholders.

What vote is needed for the sale to close?

Approval requires the affirmative vote of a majority of all outstanding BGSF common shares under Delaware DGCL §271.

Are there any breakup or termination fees in the agreement?

Yes. Purchaser owes a $4.95 m fee under certain breaches; BGSF may owe a $2.97 m fee (plus up to $3 m expenses) if it accepts a superior bid or fails to secure approval.

Will BGSF shareholders receive cash or new shares from the sale?

No. All cash is paid to BGSF, not directly to shareholders; share count and rights remain unchanged.

When is the special meeting to vote on the sale?

The preliminary proxy omits the exact date; the definitive proxy will set the meeting date once the SEC review is complete.