OppFi Form 4: Director sells 44,716 Class A shares via 10b5-1 plan
Rhea-AI Filing Summary
Theodore G. Schwartz, a director and reported >10% owner of OppFi Inc. (OPFI), reported transactions dated 08/13/2025 on Form 4. The filing shows the cancellation of 29,809 and 14,907 shares of Class V common stock in connection with the exercise of exchange rights, and the receipt of an equivalent number of Class A common units that were converted into Class A common stock. The reporting person sold those Class A shares—totaling 44,716 shares—pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2024 at a weighted average sale price of $10.7848 per share. The filing discloses indirect ownership through OppFi Shares, LLC and LTHS entities and includes an attorney-in-fact signature dated 08/15/2025.
Positive
- Sales executed under a Rule 10b5-1 plan, indicating pre-established trading instructions (adopted 12/10/2024).
- Clear disclosure of indirect ownership through OppFi Shares, LLC and LTHS entities with explanatory footnotes.
- Weighted-average sale price disclosed ($10.7848) and willingness to provide per-price breakdown on request.
Negative
- Insider disposed of 44,716 Class A shares (29,809 + 14,907), which is a material reduction in those specific holdings.
- Cancellation of 44,716 Class V shares in connection with the exchanges, reducing the reporting person's Class V stake.
Insights
TL;DR: Routine insider exercise and sale under a pre-established 10b5-1 plan; disclosure is complete and quantifies sales.
The Form 4 reports the exercise of exchange rights that converted Class V economic/voting interests into Class A units/stock and subsequent disposals of 44,716 Class A shares at a weighted average price of $10.7848. Sales were conducted pursuant to a 10b5-1 plan adopted on 12/10/2024, which typically signals preplanned disposition rather than opportunistic trading. The filing details indirect ownership structures via OppFi Shares, LLC and LTHS-managed vehicles and provides the required explanatory footnotes and weighted-average pricing disclosure.
TL;DR: Director and >10% owner executed exchange rights and sold resulting Class A shares under an established trading plan; governance disclosures are provided.
The reporting person is identified as both a director and a >10% owner and discloses indirect control via OFS and LTHS entities. The Form 4 explains the mechanics: Class V shares were cancelled upon exercise of exchange rights and Class A shares were received then sold. The sale pursuant to a Rule 10b5-1 plan, plus the attorney-in-fact signature, complies with standard insider-reporting practices. No additional governance anomalies are disclosed in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class A Common Units | 29,809 | $0.00 | -- |
| Exercise | Class A Common Units | 14,907 | $0.00 | -- |
| Disposition | Class V Common Stock | 29,809 | $0.00 | -- |
| Disposition | Class V Common Stock | 14,907 | $0.00 | -- |
| Exercise | Class A Common Stock | 29,809 | $0.00 | -- |
| Sale | Class A Common Stock | 29,809 | $10.7848 | $321K |
| Exercise | Class A Common Stock | 14,907 | $0.00 | -- |
| Sale | Class A Common Stock | 14,907 | $10.7848 | $161K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (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. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes LTHS Capital Group LP or LTHS Revocable Trust to exercise) Exchange Rights (as defined below in footnote 8). Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial"). 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. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or LTHS Capital Group LP's or LTHS Revocable Trust's) Exchange Rights. Reflects shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer received in connection with the exercise of the Exchange Rights. The reporting person is the manager of the general partner of LTHS Capital Group LP and may be deemed to beneficially own the securities held by LTHS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $10.56 to $10.92 for a weighted average sale price of $10.7848. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Common Units generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A common stock of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights").
