Form 4: OppFi CEO Todd Schwartz Reports Structural Adjustment in Class V Common Stock Holdings

OppFi Inc.'s CEO, Todd G. Schwartz, reported a disposal of 14,546 Class V Common Stock shares, a non-economic voting interest, as part of a broader equity exchange by other Opportunity Financial LLC members.

Summary

• Todd G. Schwartz, who serves as CEO, Director, and a 10% Owner of OppFi Inc. (OPFI), reported a change in his beneficial ownership of Class V Common Stock.
• On May 27, 2025, 14,546 shares of Class V Common Stock were disposed of at a price of $0 per share.
• This transaction represents the surrender and cancellation of these shares to OppFi Inc.
• The surrender is directly linked to the exchange of Class A common units of Opportunity Financial, LLC by other members (excluding the reporting person) for Class A common stock of OppFi Inc., as per the exchange provisions of Opportunity Financial's limited liability company agreement.
• Following this transaction, Todd G. Schwartz indirectly beneficially owns 59,935,581 shares of Class V Common Stock through OppFi Shares, LLC.
• Class V Common Stock represents voting, non-economic interests in OppFi Inc., entitling holders to one vote per share on matters generally voted on by the issuer's stockholders.

Sentiment

Score: 6

Explanation: The transaction itself is neutral as it's a structural adjustment of non-economic shares, not a direct sale for cash. The clear explanation provided in the filing helps to mitigate any potential negative interpretations that might arise from an insider 'disposal' of shares.

Positives

• The transaction is a structural adjustment related to the company's equity capitalization, facilitating the exchange of Class A common units by other members into Class A common stock.
• The disposal was at a $0 price, indicating it was not a cash sale by the CEO, which mitigates potential negative interpretations often associated with insider share disposals.

Negatives

• The reporting of a 'disposal' of shares by an insider, even non-economic ones, could be misinterpreted as a lack of confidence if the underlying context of a structural exchange is not fully understood by all investors.

Industry Context

This Form 4 filing details an internal corporate governance and equity structure adjustment for OppFi Inc., a company operating in the financial services and fintech sector. It does not directly reflect broader industry trends but is a routine disclosure for companies with complex capital structures involving partnership units and dual-class shares.

Corporate Governance

Related Party Transactions

• The transaction involves Todd G. Schwartz, the CEO and a 10% owner, and OppFi Shares, LLC, which he controls. The surrender of Class V Common Stock is in connection with exchanges by other members of Opportunity Financial, LLC, which is a related entity to OppFi Inc. through its corporate structure.

Stakeholder Impact

• Shareholders: The transaction clarifies the ongoing process of unit exchanges into Class A common stock, which could lead to a more streamlined capital structure. The Class V shares are non-economic, so their reduction does not directly impact the economic ownership of Class A shareholders.
• Opportunity Financial LLC Members: This transaction facilitates their ability to exchange their Class A common units for publicly traded Class A common stock of OppFi Inc.

Key Dates

Keywords

OppFi Inc., OPFI, Todd G. Schwartz, SEC Form 4, Insider Transaction, Beneficial Ownership, Class V Common Stock, Equity Exchange, Corporate Governance, Financial Services, Fintech