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[Form 4] OppFi Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Todd G. Schwartz, OppFi's Chief Executive Officer, director and a greater-than-10% owner, reported dispositions of Class V common stock on 08/11/2025 and 08/12/2025. The Form 4 shows he surrendered or cancelled 102,959 Class V shares on 08/11/2025 and 102,325 Class V shares on 08/12/2025 with a reported price of $0, reflecting an exchange/cancellation rather than a cash sale. Following the reported transactions the filing lists indirect beneficial ownership through OppFi Shares, LLC of 58,845,282 and 58,742,957 shares respectively. The filing states Class V shares are voting, non-economic interests and that OppFi Shares, LLC is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person; the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider surrendered voting-only Class V shares in an exchange process; indirect voting interest remains via OppFi Shares, LLC.

The Form 4 documents surrender and cancellation of Class V common stock by the CEO and director, recorded as dispositions with a price of $0, which the filing explains arises from an exchange mechanism rather than an open-market sale. Importantly, the shares are held by OppFi Shares, LLC, which the filing says is wholly owned by TGS Revocable Trust with the reporting person as sole trustee; the trust structure conveys sole voting power for those shares to the LLC while the reporting person disclaims beneficial ownership except for any pecuniary interest. From a governance view, the filing clarifies voting arrangements and the transactional mechanics without introducing new contract terms or redistribution of voting control beyond what is disclosed.

TL;DR: Routine Form 4 disclosure of non-economic share cancellations; material impact on economic ownership is not shown.

The disclosure shows two back-to-back dispositions of Class V shares totaling 205,284 shares recorded as surrendered/cancelled under an exchange provision, with no cash proceeds reported. The reported post-transaction indirect ownership levels remain large (about 58.8 million shares), held by an entity wholly owned by the reporting person’s trust. The filing provides clear numbers on shares disposed and the residual indirect holdings, enabling investors to track voting interests tied to Class V shares, but it does not report changes to Class A economic ownership or provide pricing information indicating market value realization.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schwartz Todd G.

(Last) (First) (Middle)
ONE NORTH WACKER DRIVE, SUITE 3605

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class V Common Stock(1) 08/11/2025 D(2) 102,959 D $0(2) 58,845,282 I By OppFi Shares, LLC(3)
Class V Common Stock(1) 08/12/2025 D(2) 102,325 D $0(2) 58,742,957 I By OppFi Shares, LLC(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of the issuer represent voting, non-economic interests in the issuer. Except as provided in the issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the issuer's stockholders generally.
2. Reflects the surrender and cancellation of shares of Class V Common Stock to the issuer in connection with the exchange of Class A common units of Opportunity Financial, LLC ("Opportunity Financial") by members thereof, other than the reporting person, for shares of Class A common stock, par value $0.0001 per share, of the issuer pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial.
3. The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. OFS is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person. By virtue of these relationships, the reporting person may be deemed to have voting power over the shares of Class V Common Stock held by OFS. The reporting person disclaims beneficial ownership of the shares of Class V Common Stock held by OFS, except to the extent of his pecuniary interest therein.
/s/ Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz 08/13/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Todd G. Schwartz report on Form 4 for OPFI?

The Form 4 reports dispositions of Class V common stock: 102,959 shares on 08/11/2025 and 102,325 shares on 08/12/2025, each shown with a price of $0.

Why is the transaction price shown as $0 on the Form 4?

The filing explains the $0 price reflects surrender and cancellation of Class V shares in connection with an exchange of LLC units, not a cash sale.

How many Class V shares does the filing show as beneficially owned after the transactions?

The Form 4 shows indirect beneficial ownership through OppFi Shares, LLC of 58,845,282 shares after the 08/11 transaction and 58,742,957 shares after the 08/12 transaction.

Who holds the Class V shares reported on the Form 4?

The shares are held by OppFi Shares, LLC, which the filing states is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person.

Does Todd G. Schwartz claim direct beneficial ownership of the OppFi Shares, LLC holdings?

The filing states the reporting person disclaims beneficial ownership of the shares held by OppFi Shares, LLC except to the extent of any pecuniary interest.
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