Form 4: OppFi CEO Todd Schwartz Reports Administrative Adjustments to Class V Common Stock Holdings

OppFi Inc.'s CEO, Todd G. Schwartz, reported the surrender and cancellation of 131,007 shares of Class V Common Stock, representing non-economic voting interests, in connection with exchanges by other members of Opportunity Financial, LLC.

Summary

• Todd G. Schwartz, who serves as Chief Executive Officer, Director, and a 10% Owner of OppFi Inc. (OPFI), reported changes in his indirect beneficial ownership of Class V Common Stock.
• On June 6, 2025, 81,007 shares of Class V Common Stock were disposed of.
• On June 9, 2025, an additional 50,000 shares of Class V Common Stock were disposed of.
• These dispositions were surrenders and cancellations of shares to the issuer, not sales, and occurred at a price of $0 per share.
• The transactions are linked to the exchange of Class A common units of Opportunity Financial, LLC by other members (not the reporting person) for shares of Class A common stock of OppFi Inc.
• Following these transactions, the indirect beneficial ownership of Class V Common Stock by OppFi Shares, LLC (controlled by Mr. Schwartz) stands at 59,804,574 shares.
• Class V Common Stock represents voting, non-economic interests in the issuer, with holders generally entitled to one vote per share on matters voted on by stockholders.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The reported transactions are administrative adjustments of non-economic voting shares, not a direct sale of economic interests by the CEO. This suggests a routine capital structure management event rather than a signal of negative outlook or financial distress.

Positives

• The reported transactions are administrative in nature, related to the company's capital structure and exchanges by other members, rather than a direct sale of economic interests by the CEO for cash.
• The CEO retains significant indirect voting power through 59,804,574 Class V Common Stock shares, indicating continued stability in leadership control.

Negatives

• The reduction in Class V Common Stock, while non-economic, represents a decrease in the total voting shares indirectly controlled by the CEO, albeit due to specific exchange mechanisms by other parties.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "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."
• "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."

Industry Context

This Form 4 filing is a standard regulatory disclosure of insider transactions. It reflects internal capital structure adjustments related to the exchange of units in a subsidiary (Opportunity Financial, LLC) for shares in the parent company (OppFi Inc.). Such transactions are common in companies with complex multi-class share structures or those that have undergone SPAC mergers, where original equity holders convert their interests into publicly traded shares.

Corporate Governance

Related Party Transactions

• The shares of Class V Common Stock are 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 direct related-party relationship for the indirect ownership of the reported shares.

Stakeholder Impact

• Shareholders: The transactions clarify the ongoing adjustments to the company's capital structure, specifically how Class V voting shares are managed in relation to Class A common unit exchanges. It confirms the CEO's continued significant indirect voting control.
• Management: The CEO's indirect voting power remains substantial, indicating stability in leadership control.

Key Dates

Recommendation

Keywords

OppFi Inc., OPFI, Form 4, SEC Filing, Beneficial Ownership, Insider Transaction, Class V Common Stock, Todd G. Schwartz, Corporate Governance, Voting Rights