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OppFi (NYSE: OPFI) amends credit line and unwinds $75M Gray Rock TRS

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

Rhea-AI Filing Summary

OppFi Inc. updated a key financing arrangement and unwound a prior off-balance-sheet structure. On April 10, 2026, its subsidiary entered a Third Amendment to a revolving credit agreement that, among other changes, allows additional bank partner states and adjusts eligibility and concentration criteria so receivables acquired from the Gray Rock facility can be sold into this funding line.

On April 15, 2026, OppFi-LLC terminated total return swaps tied to a $75 million Gray Rock revolving credit agreement after the underlying loans were fully repaid. On that date, OppFi-LLC purchased the Gray Rock consumer receivables, funded by approximately $46.5 million borrowed under the amended facility, and incurred no termination penalties.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gray Rock borrowing $46.5 million Amount borrowed under amended credit agreement on Gray Rock termination date
Gray Rock Credit Agreement size $75 million Revolving credit agreement financing Gray Rock consumer receivables
Third Amendment date April 10, 2026 Date OppFi subsidiaries entered the Third Amendment to revolving credit agreement
TRS termination date April 15, 2026 Gray Rock Termination Date when TRS and loans were fully settled
total return swaps financial
"terminated those certain total return swaps (the “TRS”) previously entered into on April 15, 2022"
A total return swap is a contract where one party agrees to pay another the full economic performance—price changes plus income—of an asset, while the other party pays a regular fee or interest. Think of it like renting the gains and losses of a stock or bond without owning it: investors can gain exposure, hedge positions, or add leverage more cheaply, but they take on the risk that the counterparty might fail to honor payments and that synthetic holdings can affect leverage and transparency.
revolving credit agreement financial
"a $75 million revolving credit agreement (the “Gray Rock Credit Agreement”)"
A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.
Eligible Receivables financial
"from which Eligible Receivables may be originated by OppFi-LLC’s bank partners"
Excess Concentration Limits financial
"modify the Eligibility Criteria, Excess Concentration Limits and Tier 1 Collateral Performance Triggers"
Tier 1 Collateral Performance Triggers financial
"modify the Eligibility Criteria, Excess Concentration Limits and Tier 1 Collateral Performance Triggers"
Understanding 8-K Material Events →
0001818502FALSE00018185022026-04-102026-04-100001818502us-gaap:CommonClassAMember2026-04-102026-04-100001818502us-gaap:WarrantMember2026-04-102026-04-10

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): April 10, 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 1.01 Entry into a Material Definitive Agreement.

On April 10, 2026 (the “Amendment Date”), Opportunity Financial, LLC, a Delaware limited liability company (“OppFi-LLC”) and subsidiary of OppFi Inc., a Delaware corporation (the “Company”), Opportunity Funding SPE V, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi-LLC, as borrower (the “Borrower”), OppWin, LLC and OppWin BPI, LLC, each a Delaware limited liability company and wholly owned subsidiary of OppFi-LLC, each as sellers (the “Sellers”), Midtown Madison Management LLC (“Midtown”), as administrative and collateral agent (in such capacity, the “Agent”), and the lenders party thereto entered into a Third Amendment to Second Amended and Restated Revolving Credit Agreement (the “Third Amendment”), which amended that certain Second Amended and Restated Revolving Credit Agreement, dated as of February 13, 2025 (as amended, supplemented or otherwise modified prior to the Amendment Date, the “Credit Agreement,” as amended by the Third Amendment, the “Amended Credit Agreement”), by and among OppFi-LLC, the Borrower, the Sellers, the Agent and the lenders party thereto.

The Third Amendment amended the Credit Agreement to, among other things, (i) add additional Approved Bank Partner Originator States from which Eligible Receivables may be originated by OppFi-LLC’s bank partners and (ii) modify the Eligibility Criteria, Excess Concentration Limits and Tier 1 Collateral Performance Triggers, in each case to permit the Sellers to sell into the facility certain Receivables that were acquired from Gray Rock in connection with the termination of the Gray Rock Facility (as defined and described below). Capitalized terms used in the foregoing sentence but not defined in this Current Report on Form 8-K shall have the meanings ascribed thereto in the Amended Credit Agreement.

On the Gray Rock Termination Date (as defined below), the Borrower borrowed approximately $46.5 million under the Amended Credit Agreement and used such borrowing to purchase the Gray Rock Receivables (as defined below) from the Gray Rock Borrower via OppFi-LLC and the Sellers, which Gray Rock Receivables were then pledged as collateral under the Amended Credit Agreement.

The acquisition of the Gray Rock Receivables by the Borrower did not change the Company’s receivables balance on a consolidated basis due to the structure of the TRS (as defined below).

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On April 15, 2026 (the “Gray Rock Termination Date”), OppFi-LLC terminated those certain total return swaps (the “TRS”) previously entered into on April 15, 2022 with affiliates of Midtown, pursuant to which OppFi-LLC agreed to provide credit protection related to a reference pool of consumer receivables financed by Midtown through a $75 million revolving credit agreement (the “Gray Rock Credit Agreement”) with Midtown as lender and Gray Rock SPV V, LLC as borrower (the “Gray Rock Borrower”). Pursuant to the TRS, Opp-Fi LLC received payments received by the Midtown reference lenders under the Gray Rock Credit Agreement and serviced the consumer receivables financed through the Gray Rock Credit Agreement.

The TRS was designed to enable OppFi-LLC to obtain the economic benefit of owning interests in the consumer receivables financed with loans made under the Gray Rock Credit Agreement (the “Loans”), without actually owning such receivables, in return for OppFi-LLC paying interest and principal losses on the Loans to Midtown.

The TRS terminated due to the repayment in full of the Loans in connection with the revolving commitment termination date under the Gray Rock Credit Agreement.

On the Gray Rock Termination Date, (i) OppF-LLC purchased from the Gray Rock Borrower all interests owned by the Gray Rock Borrower in the consumer receivables financed with the Loans (the “Gray Rock Receivables”), (ii) the Gray Rock Borrower used the purchase price for the Gray Rock Receivables to repay its obligations under the Gray Rock Credit Agreement in full and (iii) Midtown caused the reference lenders under the Gray Rock Credit Agreement to assign their right, title and interest under the Gray Rock Credit Agreement to OppFi-LLC, providing OppFi-LLC with any residuals under the Gray Rock Credit Agreement

OppFi-LLC did not incur any termination penalties in connection with the termination of the TRS.

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

The information regarding the Third Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.





Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the termination of the TRS set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Index

Exhibit NumberDescription
10.1+
Amendment No. 3 to Second Amended and Restated Revolving Credit Agreement, dated April 10, 2026, by and among Opportunity Funding SPE V, LLC, as Borrower, Opportunity Financial, LLC, as Originator, Servicer and a Seller, OppWin, LLC, as a Seller, OppWin BPI, LLC, as a Seller, Midtown Madison Management LLC, as Administrative Agent and Collateral Agent, and the Lenders party thereto.
104Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
+ Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10).



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: April 16, 2026OppFi Inc.
By:/s/ Pamela D. Johnson
Pamela D. Johnson
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing change did OppFi (OPFI) make in this 8-K?

OppFi amended a revolving credit agreement through a Third Amendment. The changes expand approved bank partner states and adjust eligibility, concentration limits, and collateral performance triggers so receivables acquired from the Gray Rock facility can be sold into this funding structure.

What was the Gray Rock Credit Agreement mentioned by OppFi (OPFI)?

The Gray Rock Credit Agreement was a $75 million revolving credit agreement with Midtown as lender and Gray Rock SPV V, LLC as borrower. It financed a pool of consumer receivables that served as the reference loans for OppFi-LLC’s total return swaps with Midtown affiliates.

Why were OppFi’s total return swaps with Midtown terminated?

The total return swaps terminated when the loans under the Gray Rock Credit Agreement were repaid in full. With the revolving commitment period ending and obligations satisfied, the structure ended and OppFi-LLC instead purchased the underlying Gray Rock consumer receivables directly.

Did OppFi (OPFI) incur any penalties from ending the total return swaps?

OppFi-LLC did not incur termination penalties when the total return swaps ended. The swaps terminated in connection with full repayment of the Gray Rock loans, after which OppFi-LLC acquired the related consumer receivables and associated residual rights under the Gray Rock Credit Agreement.

Did acquiring the Gray Rock receivables change OppFi’s consolidated receivables balance?

The company states that purchasing the Gray Rock receivables did not change its consolidated receivables balance. This reflects the prior total return swap structure, which already gave OppFi-LLC the economic benefit of those consumer receivables before they were directly purchased.

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