OppFi Inc SEC Filings

OppFi Inc. insider Todd G. Schwartz reported a restructuring of his indirect ownership interests tied to a corporate simplification of Opportunity Financial, LLC. Entities associated with him, including TGS Capital Group LP and TGS MCS Capital Group LP, exercised Exchange Rights on Common Units of Opportunity Financial to receive shares of OppFi Class A Common Stock at no stated price.

In connection with this, OppFi Shares, LLC surrendered and had cancelled large blocks of Class V Common Stock as part of the Corporate Simplification Agreement, which eliminated these non‑economic voting shares when Common Units were exchanged. Following these transactions, Schwartz continues to hold Class A Common Stock both directly and indirectly through related entities, while prior Class V interests were surrendered back to the issuer.

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.

OppFi Inc.’s Chief Risk & Analytics Officer, Christopher J. McKay, received a grant of 1,350,000 shares of Class A common stock at no cost. This occurred under a Corporate Simplification Agreement that converted Class A common units of Opportunity Financial into Class A common stock.

In connection with this simplification, entities associated with McKay surrendered 1,350,000 shares of Class V common stock and 1,350,000 Class A common units back to the issuer. Following these transactions, McKay directly holds 1,537,103 shares of Class A common stock, consolidating his economic and voting interests into a single class of shares.

OppFi Inc: Vanguard Capital Management reports beneficial ownership of 1,363,490 shares of OppFi common stock, equal to 5.15% of the class as of 03/31/2026. The filing shows sole voting power for 177,337 shares and sole dispositive power for 1,363,490 shares. The entry is signed by Ashley Grim on 04/30/2026.

OppFi Inc. signed a definitive agreement to acquire BNCCORP, Inc. and BNC National Bank in a cash-and-stock deal valued at approximately $130 million, with BNCC stockholders receiving $19.375 in cash plus 1.90 OppFi Class A shares per BNCC share.

After closing, OppFi stockholders are expected to own about 93% of the combined company and BNCC stockholders about 7%, with completion targeted for the fourth quarter of 2026, subject to bank regulatory and BNCC stockholder approvals. OppFi expects at least 25% Adjusted EPS accretion in 2027 and more than 40% in 2028.

OppFi also collapsed its Up‑C structure so that all stockholders now hold Class A common stock and OpCo is wholly owned. It agreed to early terminate its Tax Receivables Agreement via discounted payments totaling about $40.8 million, tied to tax amortizable goodwill of roughly $466 million and an estimated $111 million in future cash tax savings. OppFi additionally issued 734,851 unregistered Class A shares in the OpCo Merger.

OppFi Inc. is asking stockholders to vote at its virtual 2026 annual meeting on June 9, 2026 on four key items: electing two Class II directors (Theodore Schwartz and Greg Zeeman), approving 2025 executive pay on an advisory basis, choosing the frequency of future say‑on‑pay votes, and ratifying RSM US LLP as auditor for 2026.

OppFi is a NYSE “controlled company”: CEO and Executive Chairman Todd G. Schwartz and related entities hold about 59.2 million shares, representing 69.3% of voting power. The board has six members, with staggered three‑year terms and committees for audit, compensation, and governance. The proxy also outlines director and executive pay, including RSU-based equity awards, cash retainers for non‑employee directors, and a bonus plan that paid 113.8% of target to eligible named executives for 2025 performance.

OppFi Inc. reported that an affiliated entity linked to Chief Executive Officer Todd G. Schwartz disposed of Class V Common Stock in a non-market transaction. OppFi Shares, LLC surrendered and cancelled 50,000 shares of Class V Common Stock to the company in a disposition to the issuer.

The filing explains that Class V Common Stock represents voting, non-economic interests, with holders entitled to one vote per share on stockholder matters. After this cancellation, 58,638,241 shares of Class V Common Stock remain indirectly held through OppFi Shares, LLC, which is wholly owned by the TGS Revocable Trust for which Schwartz is sole trustee.

OppFi Inc. updated a key financing arrangement and unwound a prior off-balance-sheet structure. On April 10, 2026, its subsidiary entered a Third Amendment to a revolving credit agreement that, among other changes, allows additional bank partner states and adjusts eligibility and concentration criteria so receivables acquired from the Gray Rock facility can be sold into this funding line.

On April 15, 2026, OppFi-LLC terminated total return swaps tied to a $75 million Gray Rock revolving credit agreement after the underlying loans were fully repaid. On that date, OppFi-LLC purchased the Gray Rock consumer receivables, funded by approximately $46.5 million borrowed under the amended facility, and incurred no termination penalties.