Item 1.01. Entry into a Material Definitive Agreement

2022-A Securitization

On May 24, 2022 Oportun Financial Corporation (the "Company") issued a press release announcing the issuance of $400 million two-year asset-backed notes (the "Notes") by Oportun Issuance Trust 2022-A (the "Issuer") and secured by a pool of its unsecured and secured personal installment loans (the "2022-A Securitization"). The 2022-A Securitization included four classes of fixed rate notes: Class A, Class B, Class C and Class D notes. The Class A, Class B and Class C notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.68% per annum. The Class D notes will be retained by an affiliate of the Company.

The Notes were issued pursuant to the Indenture dated as of May 23, 2022 (the "2022-A Indenture") entered into between the Issuer and Wilmington Trust, National Association, as trustee (the "Trustee").

The foregoing description of the 2022-A Securitization does not purport to be complete and is qualified in its entirety by reference to the text of the 2022-A Indenture, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q.

A copy of the press release is attached hereto as Exhibit 99.1.

Residual Financing Amendment

On May 24, 2022, Oportun RF, LLC (the "RF Issuer"), a subsidiary of the Company, and Wilmington Trust, National Association, as indenture trustee, securities intermediary and depositary bank (the "RF Trustee") entered into the First Amendment to Indenture (the "RF Indenture Amendment"), and other related documents (together with the RF Indenture Amendment, the "Amendment") to the Company's asset-backed variable funding facility secured by certain residual cash flows from the Company's securitizations (the "Residual Facility").

The Amendment (i) incorporates the transfer of certain additional residual certificates and notes to the RF Issuer, increasing the size of the Residual Facility to $119.4 million, and (ii) replaces the Residual Facility interest rate based on LIBOR with an interest rate based on the secured overnight financing rate ("SOFR").

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the RF Indenture Amendment, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure

On May 24, 2022 the Company issued a press release announcing the publication of its 2021 Corporate Responsibility and Sustainability Report which highlights the Company's commitments and priorities around social impact, corporate governance and environmental sustainability. A copy of the press release is attached hereto as Exhibit 99.2.

The information provided pursuant to this Item 7.01, including the press release attached hereto as Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The furnishing of the information provided pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that the information provided pursuant to this Item 7.01 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit Number
99.1                Press Release dated May 24, 2022
99.2                Press Release dated May 24, 2022
                  Cover Page Interactive Data File embedded within the Inline XBRL
104               document

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