Chief Executive Officer Schwartz Todd G. returned 58,638,241 units of Class V Common Stock to the company and converted options into 26,605,392 shares (SEC Form 4)
$OPFI
Finance: Consumer Services
Finance
| 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 |
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| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 04/28/2026 | D(2) | 54,137,072 | D | $0(2) | 4,501,169 | I | By OppFi Shares, LLC(3) | ||
| Class A Common Stock | 04/28/2026 | M(4) | 24,656,083 | A | $0(4) | 24,656,083 | I | By TGS Capital Group, LP(5) | ||
| Class A Common Stock | 04/28/2026 | M(4) | 1,949,309 | A | $0(4) | 1,949,309 | I | By TGS MCS Capital Group LP(6) | ||
| Class V Common Stock(1) | 04/28/2026 | D(7) | 4,501,169 | D | $0(7) | 0 | I | By OppFi Shares, LLC(3) | ||
| Class A Common Stock | 308,850 | D | ||||||||
| Class A Common Stock | 433,733 | I | By TGS Revocable Trust(8) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class A Common Units(9) | $0 | 04/28/2026 | M | 24,656,083 | (9) | (9) | Class A Common Stock | 24,656,083 | $0 | 0 | I | By TGS Capital Group, LP(5) | |||
| Class A Common Units(9) | $0 | 04/28/2026 | M | 1,949,309 | (9) | (9) | Class A Common Stock | 1,949,309 | $0 | 0 | I | By TGS MCS Capital Group LP(6) | |||
| Explanation of Responses: |
| 1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represented 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 were 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 would be cancelled by the Issuer if the holder exercised Exchange Rights (as defined below in footnote 9). |
| 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 ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") by members thereof for shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement"). |
| 3. The shares of Class V Common Stock were held by OppFi Shares, LLC ("OFS"), which had 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. |
| 4. Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. |
| 5. 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. |
| 6. These securities are held by TGS MCS Capital Group LP ("MCS"), of which the reporting person is the manager of the general partner. MCS is a member of Opportunity Financial and the reporting person has the right to cause MCS to exercise for the benefit of the reporting person MCS's Exchange Rights with respect to the Common Units indirectly held by the reporting person. |
| 7. Pursuant to the Corporate Simplification Agreement, dated April 28, 2026 (the "Corporate Simplification Agreement"), each outstanding Common Unit of Opportunity Financial held by any members of Opportunity Financial was canceled and converted automatically into the right to receive one validly issued, fully paid and non-assessable share of Class A Common Stock. In connection therewith, pursuant to the Corporate Simplification Agreement, OFS surrendered to the Issuer the outstanding shares of Class V Common Stock it owned. |
| 8. The reporting person is the sole trustee of TGS Revocable Trust. |
| 9. Common Units of Opportunity Financial generally represented 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 LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock 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"). |
| /s/ Marv Gurevich, Esq., as attorney-in-fact for Todd G. Schwartz | 04/30/2026 | |
| ** 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) | ||