OppFi CEO reports tax withholding on vested RSUs

OppFi Inc. Chief Executive Officer Todd G. Schwartz reported routine share withholding to cover taxes on vested restricted stock units.

Rhea-AI Filing Summary

OppFi Inc. Chief Executive Officer Todd G. Schwartz reported routine share withholding to cover taxes on vested restricted stock units. On the settlement date, 7,140 shares of Class A Common Stock were disposed of at $9.93 per share through tax-withholding transactions, which are not open-market sales.

After these withholding events, Schwartz held 301,710 shares directly. He also had indirect interests, including 1,949,309 shares held by TGS MCS Capital Group LP, 24,656,083 shares held by TGS Capital Group, LP, and 433,733 shares held by TGS Revocable Trust, with certain interests subject to pecuniary-interest disclaimers.

Insights

Insider trading analyst

Filing shows routine tax withholding, not open‑market selling.

The Form 4 for Todd G. Schwartz records two code F transactions totaling 7,140 shares at $9.93 per share. Footnotes clarify these shares were withheld to satisfy tax obligations on vested restricted stock units, a mechanical step tied to compensation.

Following these dispositions, Schwartz still directly holds 301,710 shares and maintains substantial indirect interests via TGS Capital Group, LP, TGS MCS Capital Group LP, and TGS Revocable Trust. Because the transactions are tax-related rather than discretionary market sales, and his overall exposure remains large, the filing is best viewed as routine and not thesis-changing.

Insider Trade Summary

Exercise Price or Tax Liability: 7,140 shares

Exercise Price or Tax Liability 5 txns

Insider Schwartz Todd G.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	2,643	$9.93	$26K
Exercise Price or Tax Liability	Class A Common Stock	4,497	$9.93	$45K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 301,710 shares (Direct); Class A Common Stock — 433,733 shares (Indirect, By TGS Revocable Trust); Class A Common Stock — 24,656,083 shares (Indirect, By TGS Capital Group, LP); Class A Common Stock — 1,949,309 shares (Indirect, By TGS MCS Capital Group LP)

Footnotes (4)

1. F1. Represents shares withheld to cover tax withholding obligations upon the settlement of vested restricted stock units.
2. F2. The reporting person is the sole trustee of TGS Revocable Trust.
3. F3. 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.
4. F4. The reporting person is the manager of the general partner of TGS MCS Capital Group LP and may be deemed to beneficially own the securities held by TGS MCS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Key Figures

Tax-withheld shares: 7,140 shares Withholding price: $9.93 per share Direct holdings after transactions: 301,710 shares +3 more

6 metrics

Tax-withheld shares 7,140 shares Code F tax-withholding dispositions on Class A Common Stock

Withholding price $9.93 per share Price used for RSU-related tax withholding

Direct holdings after transactions 301,710 shares Class A Common Stock directly owned after tax withholding

Indirect holdings via TGS MCS Capital Group LP 1,949,309 shares Class A Common Stock held indirectly

Indirect holdings via TGS Capital Group, LP 24,656,083 shares Class A Common Stock held indirectly

Indirect holdings via TGS Revocable Trust 433,733 shares Class A Common Stock held through revocable trust

Key Terms

restricted stock units, tax-withholding disposition, beneficially own, pecuniary interest, +1 more

5 terms

restricted stock units financial

"Represents shares withheld to cover tax withholding obligations upon the settlement of vested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for code F transactions in Class A Common Stock."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

beneficially own financial

"may be deemed to beneficially own the securities held by TGS 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."

Revocable Trust financial

"The reporting person is the sole trustee of TGS Revocable Trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OppFi (OPFI) CEO Todd G. Schwartz report in this Form 4?

The Form 4 shows Todd G. Schwartz had 7,140 OppFi Class A shares withheld at $9.93 per share for taxes on vested restricted stock units. These are compensation-related tax-withholding events, not open-market stock sales, and he retains significant direct and indirect holdings.

How many OppFi shares were used for Todd G. Schwartz’s tax withholding?

A total of 7,140 Class A shares were withheld to cover tax obligations on vested restricted stock units. The filing records two code F transactions for 4,497 and 2,643 shares, both at $9.93 per share, reflecting non-market, compensation-driven dispositions.

How many OppFi shares does Todd G. Schwartz hold directly after these transactions?

After the tax-withholding dispositions, Todd G. Schwartz directly holds 301,710 shares of OppFi Class A Common Stock. This figure reflects his remaining direct ownership position following the 7,140 shares withheld to satisfy restricted stock unit-related tax liabilities.

What are Todd G. Schwartz’s indirect OppFi share holdings reported in this filing?

The filing lists indirect interests in 1,949,309 shares via TGS MCS Capital Group LP, 24,656,083 shares via TGS Capital Group, LP, and 433,733 shares via TGS Revocable Trust. Some of these interests are subject to beneficial ownership disclaimers limited to his pecuniary interest.

Are the OppFi Form 4 transactions by Todd G. Schwartz open-market sales?

No, the transactions are coded F and described as share withholding to pay tax or exercise obligations on vested restricted stock units. This means shares were withheld by the issuer, rather than being actively sold by Schwartz in the open market for investment reasons.

What do the beneficial ownership disclaimers mean in Todd G. Schwartz’s OppFi filing?

The filing states Schwartz may be deemed to beneficially own securities held by certain TGS entities but disclaims ownership except for his pecuniary interest. This clarifies that some large positions are held through partnerships where his economic stake, not full ownership, defines his reported interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 04:16 PM EDT Learn about SEC filing dates

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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 A Common Stock	07/01/2026		F		2,643(1)	D	$9.93	306,207	D
Class A Common Stock	07/01/2026		F		4,497(1)	D	$9.93	301,710	D
Class A Common Stock								433,733	I	By TGS Revocable Trust(2)
Class A Common Stock								24,656,083	I	By TGS Capital Group, LP(3)
Class A Common Stock								1,949,309	I	By TGS MCS Capital Group LP(4)

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. Represents shares withheld to cover tax withholding obligations upon the settlement of vested restricted stock units.

2. The reporting person is the sole trustee of TGS Revocable Trust.

3. 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.

4. The reporting person is the manager of the general partner of TGS MCS Capital Group LP and may be deemed to beneficially own the securities held by TGS MCS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

	/s/ Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz	07/06/2026
	** 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)