OppFi's CEO Modifies Voting Rights Structure Through Major Share Exchange

Rhea-AI Filing Summary

OppFi Inc. (OPFI) reported significant insider transactions by CEO and Director Todd G. Schwartz. On June 16-17, 2025, Schwartz disposed of a total of 212,703 shares of Class V Common Stock through two separate transactions:

• June 16: Disposed of 90,172 shares at $0
• June 17: Disposed of 122,531 shares at $0

The transactions involved the surrender and cancellation of Class V Common Stock (voting, non-economic shares) in connection with the exchange of Opportunity Financial LLC's Class A common units by other members for issuer's Class A common stock. Following these transactions, Schwartz maintains indirect beneficial ownership of 59,304,574 shares through OppFi Shares LLC (OFS), which is wholly owned by TGS Revocable Trust where Schwartz serves as sole trustee. Schwartz holds multiple roles as Director, 10% Owner, and Chief Executive Officer.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schwartz Todd G.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Class V Common Stock	122,531	$0.00	--
Disposition	Class V Common Stock	90,172	$0.00	--

Holdings After Transaction: Class V Common Stock — 59,304,574 shares (Indirect, By OppFi Shares, LLC)

Footnotes (1)

1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of 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. 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 of Opportunity Financial, LLC ("Opportunity Financial") by members thereof, other than the reporting person, for shares of Class A common stock, par value $0.0001 per share, of the issuer pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of 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. 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.

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 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)
06/16/2025

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)	06/16/2025		D(2)		90,172	D	$0(2)	59,427,105	I	By OppFi Shares, LLC(3)
Class V Common Stock(1)	06/17/2025		D(2)		122,531	D	$0(2)	59,304,574	I	By OppFi Shares, LLC(3)

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

Explanation of Responses:

1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of 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.

2. 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 of Opportunity Financial, LLC ("Opportunity Financial") by members thereof, other than the reporting person, for shares of Class A common stock, par value $0.0001 per share, of the issuer pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of 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. 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.

	/s/ Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider trading activity occurred at OPFI on June 16-17, 2025?

CEO Todd G. Schwartz disposed of a total of 212,703 shares of Class V Common Stock across two transactions: 90,172 shares on June 16, 2025, and 122,531 shares on June 17, 2025. These dispositions were related to the surrender and cancellation of shares in connection with exchange transactions by other members of Opportunity Financial, LLC.

How many OPFI shares does Todd Schwartz indirectly control after the reported transactions?

Following the reported transactions, Todd Schwartz indirectly controls 59,304,574 shares of Class V Common Stock through OppFi Shares, LLC (OFS). These shares are technically held by OFS, which is wholly owned by TGS Revocable Trust, where Schwartz serves as the sole trustee.

What positions does Todd Schwartz hold at OPFI?

Todd G. Schwartz holds multiple positions at OPFI: he serves as the Chief Executive Officer, Director, and is also a 10% Owner of the company, as indicated in Section 5 of the Form 4 filing.

What is the purpose of OPFI's Class V Common Stock?

OPFI's Class V Common Stock represents voting, non-economic interests in the company. Holders are entitled to one vote per share on all matters to be voted on by stockholders generally, but these shares do not carry economic rights, except as provided in the issuer's certificate of incorporation or as required by law.

Why were OPFI shares disposed of in these transactions?

The shares were surrendered and cancelled in connection with the exchange of Class A common units of Opportunity Financial, LLC by other members for shares of Class A common stock of OPFI. This was done pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial.