0000921895-25-002000.txt : 20250715 0000921895-25-002000.hdr.sgml : 20250715 20250715172123 ACCESSION NUMBER: 0000921895-25-002000 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250715 DATE AS OF CHANGE: 20250715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oportun Financial Corp CENTRAL INDEX KEY: 0001538716 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance EIN: 453361983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91160 FILM NUMBER: 251125688 BUSINESS ADDRESS: STREET 1: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 810-8823 MAIL ADDRESS: STREET 1: 2 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: Progreso Financiero Holdings, Inc. DATE OF NAME CHANGE: 20120104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Findell Capital Partners LP CENTRAL INDEX KEY: 0001776724 ORGANIZATION NAME: EIN: 834323603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 88 PINE STREET, SUITE 2240 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 703-200-7704 MAIL ADDRESS: STREET 1: 88 PINE STREET, SUITE 2240 CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: FIN Capital Partners LP DATE OF NAME CHANGE: 20190513 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193805-23-001534 0001776724 XXXXXXXX LIVE 10 Common Stock, $0.0001 par value per share 07/14/2025 false 0001538716 68376D104 Oportun Financial Corp
2 CIRCLE STAR WAY SAN CARLOS CA 94070
Ryan Voerg 646-907-5217 FINDELL CAPITAL MANAGEMENT LLC 88 Pine Street, Suite 2240 New York NY 10005 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 ANDREW J. ASTORE, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001776724 N Findell Capital Partners LP b WC N DE 0.00 1975000.00 0.00 1975000.00 1975000.00 N 4.5 PN 0001830715 N Finn Management GP LLC b OO N DE 0.00 3006300.00 0.00 3006300.00 3006300.00 N 6.9 OO 0001814465 N FINDELL CAPITAL MANAGEMENT LLC b OO N DE 0.00 3006300.00 0.00 3006300.00 3006300.00 N 6.9 OO 0001830717 N Finn Brian b OO N X1 0.00 3006300.00 0.00 3006300.00 3006300.00 N 6.9 IN Y Warren Wilcox b N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Common Stock, $0.0001 par value per share Oportun Financial Corp 2 CIRCLE STAR WAY SAN CARLOS CA 94070 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(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 is hereby amended and restated to read as follows: 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(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. 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 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 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. Findell Capital Partners LP /s/ Brian A. Finn Brian A. Finn, Managing Member of Finn Management GP LLC, its General Partner 07/15/2025 Finn Management GP LLC /s/ Brian A. Finn Brian A. Finn, Managing Member 07/15/2025 FINDELL CAPITAL MANAGEMENT LLC /s/ Brian A. Finn Brian A. Finn, Member 07/15/2025 Finn Brian /s/ Brian A. Finn Brian A. Finn 07/15/2025 Warren Wilcox /s/ Warren Wilcox Warren Wilcox 07/15/2025 EX-1 2 ex1to13da1013982002_071525.htm TRANSACTIONS IN SECURITIES

Exhibit 1

Transactions in the Securities of the Issuer Since Amendment No. 9 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

FINDELL CAPITAL PARTNERS, LP

 

Sale of Common Stock (2,000) $6.5200 06/02/2025
Sale of Common Stock (15,000) $6.5792 06/05/2025
Sale of Common Stock (10,000) $6.9072 06/06/2025
Sale of Common Stock (20,000) $6.9633 06/09/2025
Sale of Common Stock (20,000) $6.9913 06/10/2025
Sale of Common Stock (20,000) $6.8405 06/11/2025
Sale of Common Stock (14,000) $7.2199 06/12/2025
Sale of Common Stock (12,000) $6.8515 06/13/2025
Sale of Common Stock (13,000) $7.2510 06/16/2025
Sale of Common Stock (12,000) $6.9292 06/17/2025
Sale of Common Stock (16,000) $6.9440 06/18/2025
Sale of Common Stock (23,000) $6.9256 06/20/2025
Sale of Common Stock (16,000) $6.7074 06/23/2025
Sale of Common Stock (11,000) $7.2143 06/24/2025
Sale of Common Stock (65,000) $7.3600 06/27/2025
Purchase of Common Stock 20,000 $6.9973 07/09/2025
Purchase of Common Stock 4,000 $6.3662 07/14/2025

 

FINDELL CAPITAL MANAGEMENT LLC

(Through the Separately Managed Accounts)

 

Sale of Common Stock (31,000) $6.7074 06/23/2025
Sale of Common Stock (22,000) $7.2143 06/24/2025
Sale of Common Stock (16,577) $7.4266 06/26/2025
Sale of Common Stock (423) $7.3114 06/27/2025
Sale of Common Stock (65,000) $7.3600 06/27/2025
Purchase of Common Stock 5,000 $6.7328 07/02/2025
Purchase of Common Stock 30,000 $7.0212 07/03/2025
Purchase of Common Stock 110,000 $7.7541 07/07/2025

 

 EX-99.2 3 ex992to13da1013982002_071525.htm JOINT FILING AGREEMENT

Exhibit 99.2

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Oportun Financial Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: July 15, 2025

 

By:

/s/ Brian A. Finn

  
  Brian A. Finn, Managing Member of Finn Management GP LLC, its General Partner

 

Finn Management GP LLC
 
By:

/s/ Brian A. Finn

  
  Brian A. Finn, Managing Member

 

FINDELL CAPITAL MANAGEMENT LLC
 
By:

/s/ Brian A. Finn

  
  Brian A. Finn, Member

 

Finn Brian
 
By:

/s/ Brian A. Finn

  
  Brian A. Finn