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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, director and CEO of OppFi Inc. (OPFI), reported multiple transactions dated 09/15/2025 that include charitable and other dispositions and continued large indirect holdings. The filing shows a charitable donation of 93,466 shares of Class A common stock and an additional disposition of 127,118 shares. After these reported disposals, the filing discloses indirect beneficial ownership totaling 24,656,083 shares attributable to TGS Capital Group, LP and 1,949,309 shares attributable to TGS MCS Capital Group LP, reflecting Schwartz’s ongoing significant economic interest through related trusts and entities.

Positive

  • Maintains significant indirect ownership of 24,656,083 Class A shares via TGS Capital Group, LP, supporting continuity of economic interest
  • Charitable donation disclosed (93,466 shares), showing a non-sale disposition rather than market selling pressure

Negative

  • Material disposals reported: 93,466 shares donated and 127,118 shares disposed, which reduce reported direct holdings
  • Some transfers to related trusts (distribution of 249,051 common units) could complicate near-term clarity of direct vs indirect ownership

Insights

TL;DR: Insider reported charitable and other share disposals while retaining large indirect holdings through affiliated entities, indicating limited immediate governance change.

The 09/15/2025 Form 4 reports a charitable gift of 93,466 shares and a separate disposition of 127,118 shares. These transactions are recorded as disposals at $0 price on the form, consistent with non-sale transfers such as donations or distributions. Despite these reductions, the reporting person maintains material indirect ownership: 24,656,083 Class A shares via TGS Capital Group and 1,949,309 Class A shares via TGS MCS Capital Group LP. The filing includes transfer mechanics and exchange-rights language for common units in Opportunity Financial, LLC, clarifying conversion possibilities into Issuer stock or cash.

TL;DR: Reported transfers appear administrative or philanthropic; control remains with related entities, suggesting no immediate governance shift.

The disclosures identify the reporting person as sole trustee of a revocable trust and manager of general partners for related LPs, explaining indirect ownership and the disclaimers of direct beneficial ownership except for pecuniary interest. The distribution of 249,051 common units to another trust and the description of Exchange Rights highlight structural pathways that could convert economic interests into publicly traded Class A shares. From a governance perspective, the filings show continuity of control via affiliated entities rather than a substantive change in voting power.

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)
09/15/2025
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 A Common Stock 09/15/2025 G(1) 93,466 D $0 433,733 I By TGS Revocable Trust(2)
Class A Common Stock 127,118 D
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
Class A Common Units(3) $0 09/15/2025 J(4) 249,051(4) (3) (3) Class A Common Stock 249,051 $0 24,656,083 I By TGS Capital Group, LP(5)
Class A Common Units(3) $0 (3) (3) Class A Common Stock 1,949,309 1,949,309 I By TGS MCS Capital Group LP(6)
Explanation of Responses:
1. Reflects a charitable donation.
2. The reporting person is the sole trustee of TGS Revocable Trust.
3. Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") generally represent economic, non-voting interests in Opportunity Financial. OppFi Inc. (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, par value $0.0001 per share ("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").
4. Reflects the distribution of 249,051 Common Units by TGS Capital Group LP to DAV 513 Revocable Trust, a limited partner.
5. The reporting person is the manager of the general partner of TGS Capital Group, LP and may be deemed to beneficially own the securities held by TGS Capital Group, LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
6. These Common Units are held by TGS MCS Capital Group LP ("MCS"), of which the reporting person is the manager of the general partner. MCS is a member of Opportunity Financial and the reporting person has the right to cause MCS to exercise for the benefit of the reporting person MCS's Exchange Rights with respect to the Common Units indirectly held by the reporting person.
/s/ Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz 09/17/2025
** 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 OPFI insider Todd G. Schwartz report on 09/15/2025?

The Form 4 reports a charitable donation of 93,466 Class A shares and a separate disposition of 127,118 Class A shares reported as occurring on 09/15/2025.

How many Class A shares does Todd G. Schwartz indirectly beneficially own after the reported transactions?

The filing discloses 24,656,083 Class A shares1,949,309 Class A shares via TGS MCS Capital Group LP.

Were any derivative securities reported by the insider?

Yes. The filing shows Class A common units that can be exchanged into Class A common stock: 249,051 units were distributed and the form reports underlying Class A shares comprising larger indirect holdings.

Did the Form 4 indicate sales at market or gifts/transfers?

The disposals are recorded with a $0 price and the explanation states one disposal reflects a charitable donation, indicating non-sale transfers rather than open-market sales.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz on 09/17/2025 as shown on the filing.
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