[DEFA14A] Oportun Financial Corporation Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Oportun Financial Corporation (Nasdaq: OPRT) has filed a DEFA14A containing additional proxy solicitation materials ahead of its July 18, 2025 Annual Meeting.

The Board urges stockholders to use the GREEN proxy card to re-elect CEO Raul Vazquez and director Carlos Minetti and to withhold support from Findell Capital Management’s nominee. The directors warn that Findell is attempting to remove Mr. Vazquez from the Board despite his role in executing a strategic plan that has lifted the share price by more than 80 % year-to-date.

The Board argues that removing the CEO would:

• Disrupt communication between management and directors
• Erode confidence among employees, regulators and partners
• Destabilize the company while a Lead Independent Director transition is underway

Shareholders seeking assistance are directed to proxy solicitor Innisfree M&A. No new financial results were provided; the filing focuses on governance and the proxy contest.

Positive

• Share price up over 80 % YTD, used by Board to demonstrate successful execution
• Board unanimity, including prior Findell-recommended directors, in supporting current CEO

Negative

• Active proxy contest introduces governance uncertainty and potential leadership disruption
• Retirement of Lead Independent Director increases risk if CEO is removed, raising concerns about board stability

Insights

Corporate Governance Expert

TL;DR: Governance dispute; Board backs CEO, activism adds uncertainty but no hard financial data.

The filing signals an active contest: Findell Capital wants CEO Raul Vazquez off the Board, while directors stress continuity. A sitting CEO losing his board seat is rare in U.S. public companies and could hint at deeper strategic disagreements. Management cites an 80 % YTD share rally to justify support, but that metric alone does not address long-term profitability or credit-risk concerns in Oportun’s lending model. For investors, the key takeaway is elevated governance risk until the July 18 vote settles control questions. The absence of new operating figures makes the immediate valuation impact limited, yet the possibility of leadership change or prolonged activism could widen the company’s risk premium.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐ Preliminary Proxy Statement

 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ Definitive Proxy Statement

 

☒ Definitive Additional Materials

 

☐ Soliciting Material Pursuant to §240.14a-12

Oportun Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of the Filing Fee (Check the appropriate box):

 

☒ No fee required.

 

☐ Fee paid previously with preliminary materials.

 

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

On July 7, 2025, Oportun Financial Corporation issued the following press release and posted the following materials to www.voteforoportun.com:

 

Oportun Board of Directors Reiterates Importance of CEO Raul Vazquez’s Continued Stewardship on the Board

Urges stockholders to vote “FOR” Mr. Vazquez and Carlos Minetti on the GREEN proxy card

SAN CARLOS, Calif., July 07, 2025 (GLOBE NEWSWIRE) – Oportun (Nasdaq: OPRT) (“Oportun” or the “Company”), a mission-driven financial services company, today issued a letter to stockholders ahead of its July 18 Annual Meeting.

The Board encourages all Oportun stockholders to vote “FOR” Oportun’s two nominees, CEO Raul Vazquez and Carlos Minetti, using the GREEN proxy card or GREEN voting instruction form. Additional information related to Oportun’s Annual Meeting can be found at VoteForOportun.com.

The full text of the letter to stockholders follows:

Dear Fellow Oportun Stockholders,

We write to you as Oportun’s Board of Directors with critical information ahead of this year’s Annual Meeting of Stockholders, which is scheduled for July 18, 2025. Findell Capital Management, one of our stockholders — who has recently been selling its Oportun stock — is seeking to remove our CEO, Raul Vazquez, from the Board at that meeting.

This is a highly unusual maneuver and would be greatly damaging to the functioning of the Board and the progress Oportun is making. Under Raul’s leadership, Oportun has been successfully executing a strategic plan to strengthen and reposition the business. These efforts have resulted in improved financial performance and profitability and a stock that is up more than 80% this year.

Just a few months ago, consistent with its annual practice, the Board — including the two directors previously recommended by Findell — unanimously concluded that Raul is the right leader for Oportun.

We are disappointed that Findell would ask stockholders to undermine Raul’s authority and leadership by removing him from the Board. Not only would such an arrangement be unconventional — as nearly all public company CEOs also serve on the board of the company they lead — but it would also erode the confidence of employees, customers, regulators, business partners and other key stakeholders. With our Lead Independent Director retiring this month, it is critical that our chosen executive leader has a clear mandate to direct Oportun’s affairs and speak on the Company’s behalf.

Moreover, Raul’s presence on the Board promotes clear, effective communication between management and the Board, enabling faster and better-informed decision-making. And Raul — who is a large Oportun stockholder — enhances the functioning of our Board because of his experience on two other public company boards.

Said plainly, it would be a mistake for stockholders to vote Raul off Oportun’s Board, and there would be very real consequences to doing so.

Oportun needs strong and steady leadership and disciplined execution. Removing Raul would risk destabilizing Oportun at a critical time. That is apparently not of concern to Findell. But for stockholders who intend to continue to hold their investment in Oportun for the medium- and long-term, it should be of grave concern. It is to us.

We urge stockholders to vote “FOR” Raul Vazquez by following the instructions on the GREEN proxy card or GREEN voting instruction form.

Sincerely,

The Oportun Financial Board of Directors

Vote the GREEN Proxy Card Today

To ensure Oportun’s progress continues, the Board urges stockholders to vote “FOR” both of Oportun’s nominees, and “WITHHOLD” on Findell’s candidate, using the enclosed GREEN proxy card ahead of the upcoming Annual Meeting.

If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED

Shareholders may call:

(877) 800-5195 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

About Oportun

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 $20.3 billion in responsible and affordable credit, saved its members more than $2.4 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.

Cautionary Statement on Forward-Looking Statements

Certain statements in this communication are “forward-looking statements.” These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this communication, including statements as to our future performance and stockholder returns, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events, financial trends and risks and uncertainties that we believe may affect our business, financial condition and results of operations. These risks and uncertainties include those risks described in our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K for the year ended December 31, 2024, as well as our subsequent filings with the SEC. These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Investor Contact

Dorian Hare

(650) 590-4323

ir@oportun.com

Innisfree M&A Incorporated

Scott Winter / Gabrielle Wolf / Jonathan Kovacs

(212) 750-5833

Media Contact

FGS Global

John Christiansen / Bryan Locke

Oportun@fgsglobal.com

 

FAQ

When is Oportun Financial Corporation’s (OPRT) 2025 Annual Meeting?

July 18, 2025.

What is Findell Capital Management seeking?

Findell is attempting to remove CEO Raul Vazquez from the Board and install its own candidate.

Which proxy card does Oportun’s Board recommend?

The Board urges shareholders to vote the GREEN proxy card in favor of Raul Vazquez and Carlos Minetti.

How has Oportun’s stock performed in 2025?

The Board cites a share price increase of more than 80 % year-to-date under current leadership.

Who can shareholders contact for voting assistance?

Proxy solicitor Innisfree M&A Incorporated at (877) 800-5195 (U.S./Canada) or +1 (412) 232-3651.

Why does the Board oppose removing the CEO from the Board?

They argue it would destabilize governance, slow decision-making, and erode stakeholder confidence at a critical time.