[Form 4] OppFi Inc. Insider Trading Activity

Rhea-AI Filing Summary

Schedule 13G Filing – iOThree Limited (Ticker: IOTR)

The filing discloses the beneficial ownership of iOThree Limited’s ordinary shares (par value $0.00625) as of 30 June 2025. A total of 25,650,000 ordinary shares are stated as issued and outstanding. Three reporting persons cross-filed the statement:

• Eng Chye Koh (Singapore citizen) – 19,209,600 shares, representing 74.89 % of the outstanding class, with sole voting and dispositive power.
• iO3 Strategic Investments Ltd. (British Virgin Islands) – 14,282,400 shares, representing 55.68 %, with sole voting and dispositive power.
• All Wealthy International Ltd. (British Virgin Islands) – 4,927,200 shares, representing 19.21 %, with sole voting and dispositive power.

The percentages are calculated by each filer against the same 25.65 million share base. Each filer certifies no shared voting or dispositive authority. The reporting persons have executed a joint filing agreement (Exhibit 1) and attest that the information is true, complete and correct as of the signature date, 15 July 2025.

Key observations for investors:

• Eng Chye Koh alone exceeds the 50 % threshold, implying effective control of corporate actions requiring shareholder approval.
• Two British Virgin Islands entities—likely investment vehicles—also cross the 5 % reporting threshold, further concentrating ownership.
• Because the combined disclosed stakes are well above 80 % of total shares, the effective public float appears limited, which may affect trading liquidity and governance dynamics.

Positive

• High insider commitment: Eng Chye Koh’s 74.89 % stake indicates strong alignment with the company’s long-term performance.

Negative

• Concentrated control: A single shareholder can unilaterally dictate corporate actions, reducing minority influence.
• Limited public float: With over 80 % of shares in insider hands, trading liquidity and index eligibility may be constrained.

Insights

Equity Research Analyst

TL;DR: Filing confirms overwhelming insider control (75 %) by Eng Chye Koh; float is small, liquidity and governance minority risk rise.

This Schedule 13G shows that Eng Chye Koh controls roughly three-quarters of iOThree’s outstanding shares, granting him near-absolute authority over shareholder votes, director elections and strategic decisions. Two affiliated BVI companies also individually exceed 5 %, reinforcing concentrated ownership. While such alignment can signal strong founder commitment, it simultaneously limits the influence of minority shareholders and may reduce free float, potentially increasing share-price volatility and limiting institutional participation. Because no financial results are provided, the main investment takeaway is structural rather than operational. Overall impact is material, as control dynamics are a key valuation input for small-cap issuers.

Corporate Governance Specialist

TL;DR: Majority control triggers governance red flags; minority protections crucial.

The 13G highlights a classical controlled-company setup. With 74.89 % ownership and sole voting power, Eng Chye Koh can pass ordinary and special resolutions unilaterally. The BVI entities, each above 5 %, might be related, but the filing does not clarify this. Investors should recognize that board independence, related-party transactions and takeover defenses could be influenced by the controlling shareholder. Limited public float (<20 % by implication) may also affect listing-standard exemptions. While not inherently negative, these facts are materially relevant for governance-risk assessment.

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).

1. Name and Address of Reporting Person^*

SCHWARTZ THEODORE 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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)	07/11/2025		D(2)		81,208(2)	D	$0(2)	22,306,151	I	By OppFi Shares, LLC(3)
Class V Common Stock(1)	07/11/2025		D(2)		40,604(2)	D	$0(2)	22,265,547	I	By OppFi Shares, LLC(3)
Class A Common Stock	07/11/2025		M(4)		81,208	A	$0(4)	81,208	I	By LTHS Capital Group LP(5)
Class A Common Stock	07/11/2025		S(6)		79,069	D	$12.682(7)	2,139	I	By LTHS Capital Group LP(5)
Class A Common Stock	07/11/2025		S(6)		2,139	D	$13.2961(8)	0	I	By LTHS Capital Group LP(5)
Class A Common Stock	07/11/2025		M(4)		40,604	A	$0(4)	40,604	I	By LTHS Revocable Trust
Class A Common Stock	07/11/2025		S(6)		39,534	D	$12.682(7)	1,070	I	By LTHS Revocable Trust
Class A Common Stock	07/11/2025		S(6)		1,070	D	$13.2961(8)	0	I	By LTHS Revocable Trust
Class V Common Stock(1)	07/14/2025		D(2)		85,467(2)	D	$0(2)	22,180,080	I	By OppFi Shares, LLC(3)
Class V Common Stock(1)	07/14/2025		D(2)		42,721(2)	D	$0(2)	22,137,359	I	By OppFi Shares, LLC(3)
Class A Common Stock	07/14/2025		M(4)		85,467	A	$0(4)	85,467	I	By LTHS Capital Group LP(5)
Class A Common Stock	07/14/2025		S(6)		85,467	D	$12.0452(9)	0	I	By LTHS Capital Group LP(5)
Class A Common Stock	07/14/2025		M(4)		42,721	A	$0(4)	42,721	I	By LTHS Revocable Trust
Class A Common Stock	07/14/2025		S(6)		42,721	D	$12.0452(9)	0	I	By LTHS Revocable Trust
Class A Common Stock								199,644	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(10)	$0	07/11/2025		M			81,208	(10)	(10)	Class A Common Stock	81,208	$0	19,139,485	I	By LTHS Capital Group LP(5)
Class A Common Units(10)	$0	07/11/2025		M			40,604	(10)	(10)	Class A Common Stock	40,604	$0	3,126,062	I	By LTHS Revocable Trust
Class A Common Units(10)	$0	07/14/2025		M			85,467	(10)	(10)	Class A Common Stock	85,467	$0	19,054,018	I	By LTHS Capital Group LP(5)
Class A Common Units(10)	$0	07/14/2025		M			42,721	(10)	(10)	Class A Common Stock	42,721	$0	3,083,341	I	By LTHS Revocable Trust

Explanation of Responses:

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 10).

2. 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").

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. 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.

4. 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.

5. 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.

6. 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.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $12.25 to $13.24 for a weighted average sale price of $12.682. 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.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $13.25 to $13.40 for a weighted average sale price of $13.2961. 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.

9. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $11.91 to $12.35 for a weighted average sale price of $12.0452. 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.

10. 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").

	/s/ Marv Gurevich, Esq., as attorney-in-fact for Theodore G. Schwartz	07/15/2025
	** 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

How many iOThree (IOTR) shares does Eng Chye Koh own?

Eng Chye Koh beneficially owns 19,209,600 ordinary shares, or 74.89 % of the outstanding class.

What percentage of iOThree Limited is owned by iO3 Strategic Investments Limited?

iO3 Strategic Investments Limited reports ownership of 14,282,400 shares, representing 55.68 % of the company.

Why was this Schedule 13G filed for IOTR?

Each reporting person surpassed the 5 % beneficial ownership threshold, triggering the SEC’s Schedule 13G reporting requirement.

Does any reporting person share voting power over IOTR shares?

No. All three filers report sole voting and dispositive power and 0 shared authority.

When was the ownership information for iOThree effective?

The ownership figures are stated as of 30 June 2025, with signatures dated 15 July 2025.