[Form 4] OppFi Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OppFi Inc. insider Todd G. Schwartz reported a restructuring of his indirect ownership interests tied to a corporate simplification of Opportunity Financial, LLC. Entities associated with him, including TGS Capital Group LP and TGS MCS Capital Group LP, exercised Exchange Rights on Common Units of Opportunity Financial to receive shares of OppFi Class A Common Stock at no stated price.
In connection with this, OppFi Shares, LLC surrendered and had cancelled large blocks of Class V Common Stock as part of the Corporate Simplification Agreement, which eliminated these non‑economic voting shares when Common Units were exchanged. Following these transactions, Schwartz continues to hold Class A Common Stock both directly and indirectly through related entities, while prior Class V interests were surrendered back to the issuer.
Positive
- None.
Negative
- None.
Insider Trade Summary
26,605,392 shares exercised/converted
Mixed
8 txns
Insider
Schwartz Todd G.
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class A Common Units | 24,656,083 | $0.00 | -- |
| Exercise | Class A Common Units | 1,949,309 | $0.00 | -- |
| Disposition | Class V Common Stock | 54,137,072 | $0.00 | -- |
| Exercise | Class A Common Stock | 24,656,083 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,949,309 | $0.00 | -- |
| Disposition | Class V Common Stock | 4,501,169 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Units — 0 shares (Indirect, By TGS Capital Group, LP);
Class V Common Stock — 4,501,169 shares (Indirect, By OppFi Shares, LLC);
Class A Common Stock — 24,656,083 shares (Indirect, By TGS Capital Group, LP);
Class A Common Stock — 308,850 shares (Direct, null)
Footnotes (1)
- Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represented 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 were 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 would be cancelled by the Issuer if the holder exercised Exchange Rights (as defined below in footnote 9). 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 ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") by members thereof for shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement"). The shares of Class V Common Stock were held by OppFi Shares, LLC ("OFS"), which had 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. Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. 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. These securities 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. Pursuant to the Corporate Simplification Agreement, dated April 28, 2026 (the "Corporate Simplification Agreement"), each outstanding Common Unit of Opportunity Financial held by any members of Opportunity Financial was canceled and converted automatically into the right to receive one validly issued, fully paid and non-assessable share of Class A Common Stock. In connection therewith, pursuant to the Corporate Simplification Agreement, OFS surrendered to the Issuer the outstanding shares of Class V Common Stock it owned. The reporting person is the sole trustee of TGS Revocable Trust. Common Units of Opportunity Financial generally represented 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 LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock 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").
Key Figures
Class A shares from TGS Capital Group LP exchange: 24,656,083 shares
Class A shares from TGS MCS Capital Group LP exchange: 1,949,309 shares
Class V shares surrendered in main disposition: 54,137,072 shares
+3 more
6 metrics
Class A shares from TGS Capital Group LP exchange
24,656,083 shares
Class A Common Stock received upon exercise or conversion on April 28, 2026
Class A shares from TGS MCS Capital Group LP exchange
1,949,309 shares
Class A Common Stock received upon exercise or conversion on April 28, 2026
Class V shares surrendered in main disposition
54,137,072 shares
Class V Common Stock disposed to issuer by OppFi Shares, LLC
Additional Class V shares cancelled
4,501,169 shares
Class V Common Stock reduced to zero for OppFi Shares, LLC
Direct Class A holdings after transactions
308,850 shares
Class A Common Stock held directly by reporting person after April 28, 2026
Indirect Class A holdings via TGS Revocable Trust
433,733 shares
Class A Common Stock held indirectly by TGS Revocable Trust after April 28, 2026
Key Terms
Class V Common Stock, Common Units, Exchange Rights, Corporate Simplification Agreement, +1 more
5 terms
Class V Common Stock financial
"Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc."
Common Units financial
"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 ("Common Units") of Opportunity Financial, LLC"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Exchange Rights financial
"The shares of Class V Common Stock would be cancelled by the Issuer if the holder exercised Exchange Rights"
Corporate Simplification Agreement financial
"Pursuant to the Corporate Simplification Agreement, dated April 28, 2026 (the "Corporate Simplification Agreement"), each outstanding Common Unit"
LLC Agreement financial
"pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement")."
