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OppFi (NYSE: OPFI) shareholders back board, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OppFi Inc. reported the results of its 2026 Annual Meeting of Stockholders. Of 85,377,560 shares entitled to vote, 78,986,471.30 shares were represented, providing a quorum. Stockholders elected directors Theodore Schwartz and Greg Zeeman to serve until the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers and selected a 1-year frequency for future advisory votes on executive pay. They also ratified the appointment of RSM US LLP as OppFi’s independent registered public accounting firm for the 2026 fiscal year. The board decided to hold future advisory votes on executive compensation every year unless it later determines a different frequency is in the company’s best interest or a new frequency vote is required.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 78,986,471.30 shares 2026 Annual Meeting quorum vs 85,377,560 entitled
Shares outstanding entitled to vote 85,377,560 shares Common stock outstanding and entitled to vote at 2026 meeting
Votes for executive pay 69,344,938.52 votes Advisory approval of 2025 named executive officer compensation
Votes for 1-year say-on-pay frequency 72,248,611.11 votes Choice of annual advisory vote on executive compensation
Votes for RSM US LLP as auditor 78,744,384.30 votes Ratification as independent registered public accounting firm for 2026
Director votes for Theodore Schwartz 69,179,145.52 votes Election to Board of Directors until 2029 Annual Meeting
Director votes for Greg Zeeman 69,559,445.52 votes Election to Board of Directors until 2029 Annual Meeting
non-binding advisory basis financial
"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"by the votes set forth in the table below Name | For | Abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
voting frequency financial
"approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory vote"
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001818502FALSE00018185022026-06-092026-06-090001818502us-gaap:CommonClassAMember2026-06-092026-06-090001818502us-gaap:WarrantMember2026-06-092026-06-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 2026
OppFi Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3955085-1648122
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 212-8079
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading
Symbol		Name of Each Exchange
on Which Registered
Class A common stock, par value $0.0001 per shareOPFIThe New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per shareOPFI WSThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2026, OppFi Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 85,377,560 shares of common stock outstanding and entitled to vote, 78,986,471.30 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:

NameForAbstainedBroker Non-Votes
Theodore Schwartz69,179,145.523,613,058.596,194,267.19
Greg Zeeman69,559,445.523,232,758.596,194,267.19

Proposal 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, by the votes set forth in the table below:

ForAgainstAbstainedBroker Non-Votes
69,344,938.523,410,976.5936,289.006,194,267.19

Proposal 3: The Company’s stockholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:

FrequencyVotes SubmittedBroker Non-Votes
1-Year72,248,611.116,194,267.19
2-Year18,598.00—
3-Year510,646.00—
Abstained14,349.00—

Proposal 4: The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified by the Company’s stockholders, by the votes set forth in the table below:

ForAgainstAbstainedBroker Non-Vote
78,744,384.30126,197.00115,890.00—

Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

The Company’s Board of Directors has considered the outcome of the non-binding advisory vote regarding the frequency of future non-binding advisory votes on executive compensation, and has determined that the Company will hold future non-binding advisory votes on executive compensation every year until the Company’s Board of Directors otherwise determines that a different frequency for such non-binding advisory votes is in the best interest of the Company or until the next required vote on the frequency of stockholder votes on executive compensation.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 10, 2026OppFi Inc.
By:/s/ Pamela D. Johnson
Pamela D. Johnson
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What happened at OppFi (OPFI) at the 2026 Annual Meeting?

OppFi’s 2026 Annual Meeting confirmed two directors, approved 2025 executive pay on an advisory basis, chose annual say-on-pay votes, and ratified RSM US LLP as auditor for the 2026 fiscal year, with a quorum of 78,986,471.30 shares represented.

How many OppFi (OPFI) shares were represented at the 2026 meeting?

A total of 78,986,471.30 OppFi shares were represented at the 2026 Annual Meeting out of 85,377,560 shares outstanding and entitled to vote, meaning most voting power participated and a quorum was achieved for all proposals considered.

Were OppFi (OPFI) director nominees elected at the 2026 Annual Meeting?

Yes. Stockholders elected Theodore Schwartz and Greg Zeeman to OppFi’s Board of Directors to serve until the 2029 Annual Meeting, or until their successors are elected and qualified, based on strong "For" vote totals and recorded broker non-votes.

Did OppFi (OPFI) stockholders approve 2025 executive compensation?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of OppFi’s named executive officers for the fiscal year ended December 31, 2025, with 69,344,938.52 votes for, 3,410,976.59 against, 36,289.00 abstentions, and 6,194,267.19 broker non-votes.

What frequency did OppFi (OPFI) stockholders choose for say-on-pay votes?

Stockholders chose a 1-year frequency for future non-binding advisory votes on executive compensation, with 72,248,611.11 votes supporting annual votes. The board decided OppFi will hold advisory say-on-pay votes every year unless it later changes this approach or another vote is required.

Who is OppFi’s (OPFI) independent auditor for fiscal 2026?

RSM US LLP was ratified as OppFi’s independent registered public accounting firm for the 2026 fiscal year, receiving 78,744,384.30 votes for, 126,197.00 against, and 115,890.00 abstentions, with no broker non-votes reported on this ratification proposal.

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