Form 4: OppFi CEO Reports Pre-Planned Surrender of Class V Voting Shares Tied to Unit Exchanges

OppFi Inc.'s CEO, Todd G. Schwartz, has filed a Form 4 detailing the pre-planned surrender and cancellation of Class V common stock, representing non-economic voting interests, in connection with the exchange of Class A common units by other members.

Summary

• Todd G. Schwartz, Chief Executive Officer, Director, and 10% Owner of OppFi Inc. (OPFI), filed a Form 4 reporting changes in his indirect beneficial ownership of Class V Common Stock.
• The transactions involve the surrender and cancellation of Class V Common Stock to the issuer at a price of $0 per share.
• On July 11, 2025, 121,812 shares of Class V Common Stock were disposed of, leaving 59,077,730 shares indirectly beneficially owned.
• On July 14, 2025, an additional 128,188 shares of Class V Common Stock were disposed of, resulting in 58,949,542 shares indirectly beneficially owned.
• These transactions are in connection with the exchange of Class A common units of Opportunity Financial, LLC by members other than the reporting person, for shares of Class A common stock of OppFi Inc.
• The Class V Common Stock represents voting, non-economic interests, with one vote per share.
• The shares are held indirectly by OppFi Shares, LLC (OFS), which is wholly owned by TGS Revocable Trust, with Todd G. Schwartz as the sole trustee.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating they are pre-planned future transactions.

Sentiment

Score: 5

Explanation: The filing reports technical, pre-planned transactions related to the company's capital structure and unit exchanges by other members, rather than a direct sale or purchase for value by the CEO. It is neutral in terms of immediate operational or financial performance implications.

Positives

• The surrender and cancellation of Class V shares are linked to the exchange of Class A common units by other members for Class A common stock, which may contribute to a simplification of the company's capital structure over time.
• The transactions are pre-planned under a Rule 10b5-1(c) plan, indicating a structured and transparent approach to managing the company's equity structure.

Future Outlook

The filing indicates pre-planned future transactions under a Rule 10b5-1(c) plan, with the reported dispositions of Class V Common Stock scheduled for July 11, 2025, and July 14, 2025. These transactions are tied to the ongoing exchange of Class A common units by other members for Class A common stock, suggesting a continued evolution of the company's capital structure.

Management Comments

• Shares of Class V common stock represent voting, non-economic interests in the issuer, with holders entitled to one vote per share on all matters to be voted on by the issuer's stockholders generally.
• The surrender and cancellation of Class V Common Stock are in connection with the exchange of Class A common units of Opportunity Financial, LLC by members other than the reporting person, for shares of Class A common stock of the issuer pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial.
• The reporting person disclaims beneficial ownership of the shares of Class V Common Stock held by OppFi Shares, LLC, except to the extent of his pecuniary interest therein.

Industry Context

This Form 4 filing reflects a common mechanism for managing complex capital structures, particularly for companies that have gone public via SPAC or maintain dual-class share structures. The surrender of non-economic voting shares in conjunction with the conversion of underlying economic units by other stakeholders is a typical step in simplifying or streamlining such structures, aligning voting interests with economic ownership over time.

Comparison to Industry Standards

• The use of Class V common stock for voting control without direct economic interest is a structure seen in various companies, particularly those with founders or early investors retaining significant influence post-IPO, similar to structures at companies like Google (Alphabet) or Facebook (Meta) with their multi-class shares.
• The exchange of Class A common units for Class A common stock, leading to the surrender of associated Class V shares, is a standard process for companies like OppFi that emerged from a SPAC transaction, where initial investors held partnership units convertible into public company shares.
• The filing under Rule 10b5-1(c) for pre-planned transactions is a standard compliance practice for insiders to manage their equity holdings in a transparent and legally compliant manner, mitigating concerns about insider trading.

Corporate Governance

Related Party Transactions

• The Class V Common Stock is held by OppFi Shares, LLC (OFS), which is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person, Todd G. Schwartz. This establishes a related party relationship for the indirect beneficial ownership.

Stakeholder Impact

• Shareholders: The transactions are part of a process that may simplify the company's capital structure by reducing the outstanding Class V non-economic voting shares as Class A units are converted, potentially leading to greater transparency in the long term.
• Other Class A Unit Holders: The transactions are directly linked to the exchange of Class A common units by other members for Class A common stock, facilitating their conversion process.

Next Steps

• The reported transactions for the surrender and cancellation of Class V Common Stock are scheduled to occur on July 11, 2025, and July 14, 2025.

Key Dates

Keywords

OppFi, OPFI, SEC Form 4, insider transaction, beneficial ownership, Class V Common Stock, Todd G. Schwartz, corporate governance, equity structure, Rule 10b5-1