Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 5.02(e) - Amended and Restated Executive Severance and Change in Control Policy On August 19, 2026, the Compensation and Leadership Committee (the “Committee”) of the Board of Directors of Oportun Financial Corporation (the “Company”) approved…
Filed Aug 25, 2026Accepted Aug 25, 2026, 4:45 PM EDTCIK 1538716Accession 0001538716-26-000096
Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $22.2 billion in responsible and affordable credit, saved its members more than $2.5 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually. For more information, visit Oportun.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
5.02(e) - Amended and Restated Executive Severance and Change in Control Policy
On August 19, 2026, the Compensation and Leadership Committee (the “Committee”) of the Board of Directors of Oportun Financial Corporation (the “Company”) approved an Amended and Restated Executive Severance and Change in Control Policy (the “Amended Policy”), effective as of August 19, 2026. The Amended Policy amends and restates the Company’s Executive Severance and Change in Control Policy previously effective as of November 29, 2018. The Amended Policy covers Douglas Bland, the Company’s Chief Executive Officer, and other employees of the Company or its subsidiaries at the Senior Vice President level or above who are designated by the Committee and agree in writing to participate, including, but not limited to, Kathleen Layton, Chief Legal Officer and Corporate Secretary, Joseph Schueller, Senior Vice President, Finance - Controller, and Sean Rowles, Chief Risk Officer.
The Amended Policy provides benefits if a participant’s employment is terminated by the Company without “Cause” or the participant resigns for “Good Reason,” in each case as defined in the Amended Policy (a “Qualifying Termination”). Upon a Qualifying Termination outside the period beginning 90 days before and ending 12 months after the consummation of a “Change in Control” (the “CIC Period”), the Chief Executive Officer and Tier I and Tier II participants are eligible for 18, 12 and nine months, respectively, of base salary continuation and Company-paid COBRA premiums, certain accelerated service-based equity vesting (only if the participant has provided at least 12 months of continuous service prior to termination) and any unpaid annual bonus accrued for the preceding completed fiscal year based on actual performance. The equity acceleration for a Qualifying Termination outside the CIC Period for the Chief Executive Officer is 12-months of service-based vesting acceleration and for other participants, vesting acceleration of a pro-rata portion of the service-based equity scheduled to vest on the next annual vesting date following termination, as defined in the Amended Policy.
Upon a Qualifying Termination during the CIC Period, the Chief Executive Officer and Tier I participants are eligible for 18 months of base salary continuation and Company-paid COBRA premiums, plus 150% of target annual bonus, any unpaid prior-year bonus and full acceleration of service-based equity vesting. Tier II participants are eligible for corresponding benefits based on 12 months of base salary and COBRA premiums and 100% of target annual bonus. Benefits under the Amended Policy are subject to a release of claims and other customary conditions.
The foregoing description of the Amended Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.