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Item 1.01. Entry into a Material Definitive Agreement

On September 14, 2022, Oportun Financial Corporation (the "Company") enteredinto a Credit Agreement (the "Credit Agreement") with the Company, as borrower,certain affiliates of Neuberger Berman Specialty Finance as lenders, andWilmington Trust, National Association, as administrative agent and collateralagent, pursuant to which the Company borrowed $150 million of senior securedterm loans (the "Loans").

The Loans bear interest, payable in cash, at an amount equal to 1-month termSOFR plus 9.00%. The Loans are scheduled to mature on September 14, 2026, andare not subject to amortization. Certain prepayments of the Loans are subject toa prepayment premium.

The obligations under the Credit Agreement are secured by the assets of theCompany and certain of its subsidiaries guaranteeing the Loans, includingpledges of the equity interests of certain subsidiaries that are directly orindirectly owned by the Company, subject to customary exceptions.

The Credit Agreement contains financial covenants requiring the maintenance ofminimum liquidity of $50 million (with a minimum of $40 million held in accountssubject to a perfected security interest) and a minimum asset coverage ratio of1.50 to 1.00, each measured as of the last day of each month, together withother customary affirmative and negative covenants (including reportingrequirements), representations and warranties and events of default. The CreditAgreement also contains certain terms whereby the lenders under the CreditAgreement may require the Company to borrow additional Loans, at such time thatthe asset coverage ratio would be at least 2.00 to 1.00 on a pro forma basis,for the purpose of redeeming in full the asset-backed notes and asset-backedresidual certificates issued by Oportun RF, LLC, pursuant to the Indenture datedas of December 20, 2021, as amended.

In connection with the entry into the Credit Agreement, the Company amendedcertain provisions of its personal loan and credit card warehouse facilities(the "Warehouse Facilities"). On September 14, 2022, Oportun PLW Trust, asborrower, Oportun PLW Depositor, LLC, as depositor, Oportun, Inc., as seller,Wilmington Trust, National Association, as collateral agent, paying agent,securities intermediary and depositary bank and the financial institutions fromtime to time party thereto as lenders, entered into the Fourth Amendment to theLoan and Security Agreement (the "PLW Amendment"). On September 14, 2022,Oportun CCW Trust, as issuer, Wilmington Trust, National Association, asindenture trustee, securities intermediary and depositary bank, entered into theThird Amendment to Indenture (the "CCW Amendment") (the CCW Amendment, togetherwith the PLW Amendment, the "Warehouse Amendments"). The Warehouse Amendmentsinclude amendments to the change in control provisions to allow for liens on theequity of certain subsidiaries of the Company to be permitted under theWarehouse Facilities. The Warehouse Amendments also add provisions that giverise to an event of default and a rapid amortization event under the WarehouseFacilities upon the occurrence of an event of default under the CreditAgreement.

The foregoing descriptions of the Credit Agreement and the Warehouse Amendmentsdo not purport to be complete and are qualified in their entirety by referenceto the text of the Credit Agreement and Warehouse Amendments, copies of whichwill be filed as exhibits to the Company's Quarterly Report on Form 10-Q.

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

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

Item 7.01. Regulation FD Disclosure

On September 15, 2022, the Company issued a press release announcing the closingof the Credit Agreement described in Item 1.01 above. A copy of the pressrelease is attached hereto as Exhibit 99.1.

The information provided pursuant to this Item 7.01, including the press releaseattached hereto as Exhibit 99.1, is being furnished and shall not be deemed"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, asamended (the "Exchange Act"), or otherwise subject to the liabilities under thatSection and shall not be deemed incorporated by reference into any filing of theCompany 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 notintended to, and does not, constitute a determination or admission by theCompany that the information provided pursuant to this Item 7.01 is material orcomplete, or that investors should consider such information before making aninvestment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits

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OPORTUN FINANCIAL CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...