OppFi (OPFI) Director Reports 283,501 Class V Shares after Common Unit Distribution
Rhea-AI Filing Summary
David Vennettilli, a director of OppFi Inc. (OPFI), reported transactions on Form 4 showing acquisitions of voting Class V common stock and related common units in Opportunity Financial, LLC. On 09/15/2025 he acquired 283,501 Class V shares by virtue of a distribution of Common Units and the filing shows 284,501 Class V shares beneficially owned following the transaction. The filing also reports a disposal of 142,389 shares of Class A common stock and indicates 283,501 Class A common units were reported in the derivative section with an exercise/conversion price of $0. The Class V shares are voting, non-economic interests that may be cancelled if exchange rights are exercised. Several holdings are indirect through OppFi Shares, LLC and DAV 513 Revocable Trust; interests held in certain named trusts are excluded from the reported totals. The Form 4 was signed by an attorney-in-fact on 09/17/2025.
Positive
- Acquisition of 283,501 Class V shares increases reported voting position by the reporting person
- Transaction executed via distribution of Common Units, showing internal corporate allocation rather than open-market trading
Negative
- 142,389 Class A common shares disposed (reported) which reduces direct economic holdings in Class A stock
- Several holdings excluded due to interests held in named Trusts, limiting transparency on total economic exposure
Insights
TL;DR: Director received substantial voting Class V shares via distribution of LLC common units, increasing his indirect voting stake.
The Form 4 discloses a material internal reallocation of equity-linked interests: 283,501 Class V shares were acquired through the distribution of Common Units of Opportunity Financial, which correspond to voting, non-economic interests in OppFi. The filing clarifies these holdings are largely indirect, held through OppFi Shares, LLC and a revocable trust, and that certain Trust-held units are excluded from Vennettilli's beneficial ownership claims. The derivative table mirrors the non-derivative transfer, showing 283,501 Class A common units tied to exchange rights exercisable for Class A shares at a $0 conversion price, consistent with internal unit-to-stock exchange mechanics. This is a governance-focused change rather than a cash transaction and affects reported voting exposure.
TL;DR: Transaction increases director's indirect voting power via Class V share distribution while maintaining economic separation.
The disclosure emphasizes the dual-class structure: Class V shares convey voting but not economic rights and can be cancelled upon exercise of Exchange Rights tied to Common Units. The use of OppFi Shares, LLC and DAV 513 Revocable Trust as intermediaries is documented, and the reporter disclaims beneficial ownership of units held by certain Trusts except for any pecuniary interest. The filing contains clear attribution of voting authority and describes the mechanical relationship between Common Units and Class A stock without indicating any open-market purchases or sales for cash.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Units | 283,501 | $0.00 | -- |
| Other | Class V Common Stock | 283,501 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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 DAV (as defined below in footnote 8) to exercise) Exchange Rights (as defined below in footnote 5). Reflects the acquisition of shares of Class V Common Stock in connection with the distribution of an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") by TGS Capital Group LP and Ward Capital Group LP to DAV. Excludes shares of Class V Common Stock that correspond to the Common Units held by each of TGS MCS Capital Group LP and Ramble MCS Capital Group LP (collectively, the "Trusts"). Mr. Vennettilli holds interests in each of the Trusts but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. 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 DAV's) Exchange Rights. 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, par value $0.0001 per share ("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"). Reflects the distribution of 249,051 Common Units and 34,450 Common Units by TGS Capital Group LP and Ward Capital Group LP, respectively, to DAV. Excludes Common Units held by each of the Trusts. Mr. Vennettilli holds interests in each of the Trusts but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein, if any. These securities are held by DAV 513 Revocable Trust ("DAV"), of which the reporting person is the sole trustee and sole beneficiary. DAV is a member of Opportunity Financial and the reporting person has the right to cause DAV to exercise for the benefit of the reporting person DAV's Exchange Rights with respect to the Common Units indirectly held by the reporting person.
