OppFi (OPFI) insider-linked entities swap 21.9M units for Class A stock

Rhea-AI Filing Summary

OppFi Inc. director and 10% owner Theodore G. Schwartz reported a restructuring of his associated holdings through related entities. LTHS Revocable Trust and LTHS Capital Group LP exercised Exchange Rights on a combined 21,887,359 Class A Common Units of Opportunity Financial, receiving an equal number of OppFi Class A Common Stock shares. At the same time, OppFi Shares, LLC disposed of and cancelled 3,000,000 and 18,887,359 shares of Class V Common Stock in connection with those exchanges. Following these transactions, Schwartz also reports direct ownership of 12,907 shares of OppFi Class A Common Stock, while disclaiming beneficial ownership of certain indirect holdings except to the extent of his pecuniary interest.

Insights

Equity structure analyst

Large exchange shifts holdings from non-voting units into Class A shares.

The filing shows entities associated with Theodore G. Schwartz exchanging 21,887,359 Class A Common Units of Opportunity Financial for an equal number of OppFi Class A Common Stock shares. This converts previously non-voting, economic interests into listed voting equity at the OppFi level.

Simultaneously, OppFi Shares, LLC cancelled matching amounts of Class V Common Stock, which provided voting but no economic rights. This paired exchange and cancellation cleans up the dual-class structure around these interests, while the reporting person notes a pecuniary-interest-only claim on certain LP-held securities.

The transactions appear as an exercise of contractual Exchange Rights under the LLC Agreement, rather than open‑market buying or selling. Actual market impact depends on future decisions by the holding entities regarding any secondary sales of the newly received Class A shares.

Insider Trade Summary

21,887,359 shares exercised/converted

Mixed 7 txns

Insider SCHWARTZ THEODORE G

Role null

Type	Security	Shares	Price	Value
Exercise	Class A Common Units	18,887,359	$0.00	--
Exercise	Class A Common Units	3,000,000	$0.00	--
Disposition	Class V Common Stock	18,887,359	$0.00	--
Disposition	Class V Common Stock	3,000,000	$0.00	--
Exercise	Class A Common Stock	18,887,359	$0.00	--
Exercise	Class A Common Stock	3,000,000	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Units — 0 shares (Indirect, By LTHS Capital Group LP); Class V Common Stock — 0 shares (Indirect, By OppFi Shares, LLC); Class A Common Stock — 18,887,359 shares (Indirect, By LTHS Capital Group LP); Class A Common Stock — 12,907 shares (Direct, null)

Footnotes (1)

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 reporting person exercised (or caused LTHS Capital Group LP or LTHS Revocable Trust to exercise) Exchange Rights (as defined below in footnote 6). 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 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. The reporting person had 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, of the Issuer ("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 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. 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 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 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

Units exchanged to Class A: 21,887,359 units/shares LTHS Revocable Trust exchange: 3,000,000 units/shares LTHS Capital Group LP exchange: 18,887,359 units/shares +3 more

6 metrics

Units exchanged to Class A 21,887,359 units/shares Common Units exchanged for Class A Common Stock via Exchange Rights

LTHS Revocable Trust exchange 3,000,000 units/shares Common Units exchanged for Class A Common Stock by LTHS Revocable Trust

LTHS Capital Group LP exchange 18,887,359 units/shares Common Units exchanged for Class A Common Stock by LTHS Capital Group LP

Class V shares cancelled (block 1) 3,000,000 shares Class V Common Stock cancelled by OppFi Shares, LLC

Class V shares cancelled (block 2) 18,887,359 shares Additional Class V Common Stock cancelled by OppFi Shares, LLC

Direct Class A holding 12,907 shares Class A Common Stock held directly after transactions

Key Terms

Class V Common Stock, Common Units, Exchange Rights, beneficially own, +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

"an equivalent number 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

"could be exchanged by the holder from time to time for either one share of Class A Common Stock ... (the "Exchange Rights")."

beneficially own financial

"may be deemed to beneficially own the securities held by LTHS Capital Group LP."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pecuniary interest financial

"disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

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 THEODORE G

(Last) (First) (Middle)

ONE NORTH WACKER DRIVE, SUITE 3605

(Street)

CHICAGO ILLINOIS 60606

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	04/28/2026		D(2)		18,887,359(2)	D	$0(2)	0	I	By OppFi Shares, LLC(3)
Class V Common Stock(1)	04/28/2026		D(2)		3,000,000(2)	D	$0(2)	0	I	By OppFi Shares, LLC(3)
Class A Common Stock	04/28/2026		M(4)		18,887,359	A	$0(4)	18,887,359	I	By LTHS Capital Group LP(5)
Class A Common Stock	04/28/2026		M(4)		3,000,000	A	$0(4)	3,000,000	I	By LTHS Revocable Trust
Class A Common Stock								12,907	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(6)	$0	04/28/2026		M			18,887,359	(6)	(6)	Class A Common Stock	18,887,359	$0	0	I	By LTHS Capital Group LP(5)
Class A Common Units(6)	$0	04/28/2026		M			3,000,000	(6)	(6)	Class A Common Stock	3,000,000	$0	0	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") 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 reporting person exercised (or caused LTHS Capital Group LP or LTHS Revocable Trust to exercise) Exchange Rights (as defined below in footnote 6).

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 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. The reporting person had 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, of the Issuer ("Class A Common Stock") 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. 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 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 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").

	/s/ Marv Gurevich, Esq., as attorney-in-fact for Theodore G. Schwartz	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did the OppFi (OPFI) Form 4 filing report for Theodore G. Schwartz?

The Form 4 reports entities associated with Theodore G. Schwartz exchanging 21,887,359 Common Units of Opportunity Financial for an equal number of OppFi Class A Common Stock shares. Related Class V Common Stock held by OppFi Shares, LLC was cancelled in equivalent amounts under the Exchange Rights structure.

How many OppFi Class A shares were received in the reported OPFI transactions?

Entities linked to the reporting person received 21,887,359 shares of OppFi Class A Common Stock. This includes 3,000,000 shares received by LTHS Revocable Trust and 18,887,359 shares received by LTHS Capital Group LP, all in connection with exercising contractual Exchange Rights on Common Units.

What happened to OppFi (OPFI) Class V Common Stock in this Form 4?

OppFi Shares, LLC disposed of and cancelled 3,000,000 and 18,887,359 shares of Class V Common Stock. These voting, non‑economic shares were cancelled as part of exercising Exchange Rights tied to an equivalent number of Common Units, aligning voting and economic interests at the Class A level.

Does Theodore G. Schwartz still hold OppFi Class A shares directly after these transactions?

Yes. After these transactions, the filing shows 12,907 shares of OppFi Class A Common Stock held directly. Additional large positions are held indirectly through LTHS Revocable Trust and LTHS Capital Group LP, where Schwartz may be deemed a beneficial owner only to his pecuniary interest.

Were the OppFi (OPFI) Form 4 transactions open-market buys or sells?

No. The filing characterizes them as exercises or conversions of derivative securities via contractual Exchange Rights, plus related cancellations of Class V shares. There are no reported open‑market buy or sell transactions; they reflect internal capital structure exchanges instead.