OppFi boosts share repurchase plan to $40M

OppFi Inc. announced that its board of directors approved an increase to its existing share repurchase program, authorizing the company to buy an additional $20 million of Class A common stock and bringing total authorization to $40 million.

Rhea-AI Filing Summary

OppFi Inc. announced that its board of directors approved an increase to its existing share repurchase program, authorizing the company to buy an additional $20 million of Class A common stock and bringing total authorization to $40 million. Before this increase, OppFi had repurchased approximately 1.4 million shares for about $7.6 million, including roughly 390,000 shares during the third quarter of 2025, leaving about $32.4 million of remaining capacity under the program.

Repurchases may be made from time to time in the open market, through privately negotiated transactions, or other methods, consistent with Rule 10b-18 and potential Rule 10b5-1 trading plans, and the program can be extended, modified, suspended, or discontinued. The program runs through April 2027. For each share repurchased, Opportunity Financial, LLC will redeem one of its Class A common units held by OppFi, which reduces OppFi’s ownership percentage of the subsidiary and relatively increases the ownership of the other members.

Insights

Equity Capital Allocation Analyst

OppFi expands its share repurchase capacity to $40M, with $32.4M still available through April 2027.

OppFi’s board authorized an additional $20 million for its share repurchase program, lifting total authorization to $40 million. The company has already repurchased about 1.4 million Class A shares for roughly $7.6 million, including around 390,000 shares in Q3 2025, so a substantial amount of capacity remains. This structure emphasizes returning capital via buybacks rather than committing to a fixed repurchase schedule.

The program permits repurchases on the open market, in privately negotiated deals, or through other methods consistent with Rule 10b-18, and may use Rule 10b5-1 trading plans to allow purchases during periods when direct trading might be restricted. The authorization lasts until April 2027 but does not obligate OppFi to repurchase a specific dollar amount or share count, so actual impact will depend on future management decisions and market conditions.

Each share repurchased triggers a redemption of one Class A common unit of Opportunity Financial, LLC held by OppFi, which decreases OppFi’s ownership percentage in the subsidiary while relatively increasing ownership by other members. That ownership shift is a structural feature investors can track in future disclosures, particularly if repurchases become a meaningful portion of the float over the life of the program.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OppFi Inc. (OPFI) announce in this 8-K?

OppFi Inc. announced that its board of directors authorized an increase to its existing share repurchase program, allowing the company to repurchase an additional $20 million of its Class A common stock, bringing the total share repurchase authorization to $40 million.

How much capacity remains under OppFi
9s share repurchase program?

After prior repurchases totaling approximately $7.6 million, OppFi reported that it has about $32.4 million of remaining capacity under its share repurchase program.

How many OppFi shares have been repurchased so far under the program?

OppFi has repurchased approximately 1.4 million shares of its Class A common stock for about $7.6 million, including roughly 390,000 shares repurchased during the third quarter of 2025.

When does OppFi
9s expanded share repurchase program expire?

OppFi stated that its share repurchase program, as increased, will expire in April 2027, although it may be extended, modified, suspended, or discontinued at any time.

How will OppFi execute share repurchases under the program?

OppFi may repurchase shares from time to time on the open market, through privately negotiated transactions, or via other methods, in accordance with Rule 10b-18 and other applicable securities laws, and may also use trading plans adopted under Rule 10b5-1.

Does the repurchase program require OppFi to buy a set number of shares?

No. OppFi clarified that the repurchase program does not obligate the company to repurchase any specific dollar amount or number of shares, and the timing and amount of any repurchases will depend on factors such as market conditions, share price, and trading volume.

How do OppFi share repurchases affect Opportunity Financial, LLC ownership?

For each share of Class A common stock that OppFi repurchases, Opportunity Financial, LLC will redeem one Class A common unit it holds, which decreases OppFi
9s ownership percentage of Opportunity Financial, LLC and relatively increases the ownership of the other members.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 07:13 AM EDT Learn about SEC filing dates

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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): August 26, 2025

OppFi Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39550			85-1648122
(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, including 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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.0001 par value per share			OPFI			The 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 share			OPFI WS			The 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 7.01 Regulation FD Disclosure.

On August 26, 2025, OppFi Inc., a Delaware corporation (the “Company”), issued a press release announcing an increase to its existing share repurchase program described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information in this Item 7.01 and the information contained in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

Item 8.01 Other Events.

On August 26, 2025, the Company announced that its Board of Directors had authorized an increase to its existing share repurchase program (the “Repurchase Program”) to repurchase an additional $20 million of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), bringing the total authorization to $40 million.

Prior to this increase, the Company repurchased approximately 1.4 million shares of Common Stock for approximately $7.6 million, including approximately 390,000 shares repurchased during the third quarter of 2025. Inclusive of this increase, the Company has approximately $32.4 million of capacity under the Repurchase Program.

Repurchases under the Repurchase Program may be made from time to time on the open market, through privately negotiated transactions, or via other methods, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable securities laws and legal requirements, including restrictions in the Company’s existing credit facilities. Repurchase may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1, which would permit Common Stock to be repurchased when the Company might otherwise be precluded from doing so under trading laws. The timing and amount of repurchases will depend on market conditions, share price, trading volume, and other factors. The Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares, and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. For each share of Common Stock that the Company repurchases under the Repurchase Program, Opportunity Financial, LLC, the Company’s direct subsidiary, will redeem one Class A common unit of Opportunity Financial, LLC, LLC held by the Company, decreasing the percentage of ownership of Opportunity Financial, LLC by the Company and relatively increasing the ownership by the other members. The Repurchase Program will expire in April 2027.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number						Description
99.1						Press Release from OppFi Inc. dated August 26, 2025, entitled “OppFi Announces Increase to Share Repurchase Program Authorization Permits Company to Purchase an Additional $20 Million of Class A Common Stock.”
104						Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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: August 26, 2025			OppFi Inc.
			By:			/s/ Pamela D. Johnson
						Pamela D. Johnson
						Chief Financial Officer