[Form 4] OppFi Inc. Insider Trading Activity

Rhea-AI Filing Summary

GS Finance Corp. is offering $1.08 million of Autocallable Contingent Coupon Equity-Linked Notes due 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are tied to the performance of Palantir Technologies Inc. (PLTR) Class A common shares and form part of Goldman’s Series F medium-term note program.

Key commercial terms

• Face amount: $1,000 per note (aggregate $1.08 million)
• Issue price: 100% (trade date 30-Jun-2025; settlement 03-Jul-2025)
• Quarterly contingent coupon: $69.625 (6.9625% per quarter, up to 27.85% p.a.) payable only if PLTR closes at or above 60% of the initial price ($136.32) on the relevant observation date.
• Automatic call: If PLTR closes at or above the initial price on any quarterly call observation date from Sep-2025 to Mar-2028, the notes are redeemed at par plus the due coupon.
• Downside protection: 40% buffer. If the final price on 30-Jun-2028 is ≥60% of the initial price, holders receive par plus any final coupon. If below 60%, repayment equals par plus (index return × par), exposing investors to full downside beyond the buffer.
• Estimated value at pricing: ~$970 per $1,000, reflecting structuring fees and dealer margin; underwriting discount 2%.
• Secondary market: GS & Co. may, but is not obliged to, make a market; bid/ask reflects estimated value plus declining premium (initially $25).
• Credit: senior unsecured obligation of GS Finance Corp. with unconditional guarantee from The Goldman Sachs Group, Inc.; not FDIC insured.

Risk highlights

• Investors may receive no coupons if PLTR trades below the 60% trigger on observation dates.
• If PLTR falls >40% at maturity and the note hasn’t been called, principal loss is one-for-one with the stock’s decline.
• Limited upside: maximum redemption is par plus due coupon; investors do not participate in stock gains above par.
• Market value likely to be below issue price; liquidity limited; pricing sensitive to GS credit spreads, PLTR volatility and interest rates.
• Product complexity, dilution events, market disruption adjustments and discretionary determinations by GS & Co. add additional risks.

The prospectus supplement also details anti-dilution adjustments, default provisions, tax characterization (income-bearing prepaid derivative contract) and extensive hypothetical scenarios illustrating coupon and principal outcomes.

Positive

• High contingent coupon of 6.9625% quarterly (up to 27.85% p.a.) when PLTR stays above the 60% trigger.
• 40% downside buffer protects principal unless PLTR falls more than 40% at maturity.
• Automatic call feature can return capital early at par plus coupon if PLTR performs well.
• Full and unconditional guarantee from The Goldman Sachs Group, Inc., enhancing credit quality relative to standalone issuer risk.

Negative

• Principal at risk: investors face one-for-one loss below the 60% barrier and could lose entire investment.
• Coupons are not fixed; no payments are made if PLTR closes below the 60% trigger on observation dates.
• Limited upside: maximum return is par plus accrued coupon—no participation in stock appreciation.
• Estimated value ($970) below issue price highlights embedded fees and potential mark-to-market discount.
• Liquidity constraints: notes are unlisted; any secondary trading depends on GS & Co.’s discretion and includes bid/ask spreads.
• Concentration risk in a single, historically volatile equity (Palantir) increases probability of barrier breach.

Insights

Structured Products Analyst

TL;DR High coupon contingent on PLTR staying above 60% strike; 40% buffer but full downside beyond; limited size, neutral to GS.

Assessment: The note delivers an attractive headline yield (27.85% p.a.) relative to current rates, supported by a 40% protection barrier and automatic call feature that can shorten duration. However, coupons are non-guaranteed, and price depreciation beyond the barrier leads to potentially steep capital loss. Estimated value at issuance (97% of par) and a 2% underwriting spread illustrate embedded costs. Because face value is only $1.08 million, the transaction is immaterial to Goldman’s balance sheet and earnings; impact rests solely with investors deciding on risk-reward trade-off. Overall risk/return profile is typical of structured yield products: suitable only for investors comfortable with equity downside and GS credit exposure.

Portfolio Manager – Multi-Asset Income

TL;DR Product offers eye-catching coupons but asymmetric pay-off, no upside participation and limited liquidity.

The note’s 40% buffer appears generous, yet historical volatility of PLTR—an early-stage tech name—makes a sub-60% scenario plausible. Because coupons stop when PLTR trades below the trigger, carry can disappear exactly when capital is at risk, eroding income strategy stability. Automatic call risk complicates portfolio planning; early redemption forces reinvestment at potentially lower yields. Secondary market liquidity is dealer-driven and tied to GS pricing models, so exit costs could be significant. For income mandates, simpler high-yield or dividend equities might provide more transparent risk premia. Hence, despite the guarantee by Goldman, risk-adjusted appeal is modest.

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
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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)
06/30/2025

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)	06/30/2025		D(2)		70,000	D	$0(2)	59,199,542	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	07/02/2025
	** 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 is the coupon rate on the GS Contingent Coupon Notes linked to PLTR?

When payable, each note pays $69.625 per $1,000 face amount, equal to 6.9625% quarterly (up to 27.85% per annum).

Under what condition will the Goldman notes be automatically called?

The notes are redeemed at par plus coupon if, on any quarterly call observation date from Sep-2025 to Mar-2028, PLTR closes at or above the initial price of $136.32.

How much downside protection do investors have at maturity?

A 40% buffer: if PLTR’s final price is ≥60% of the initial price, investors receive par; below that, repayment decreases one-for-one with the stock’s decline.

What is the estimated value of the notes at pricing compared with the issue price?

Goldman estimates the value at approximately $970 per $1,000, reflecting fees and dealer margin, versus the 100% issue price.

Are the notes principal-protected or FDIC insured?

No. The notes are senior unsecured obligations of GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., and are not FDIC insured.

Can I sell the notes before maturity?

Possibly, but no exchange listing exists. Liquidity depends on GS & Co.’s market-making and may involve significant bid/ask spreads.