Form 4: OppFi Director and 10% Owner Theodore Schwartz Reports Planned Stock Sales Under 10b5-1 Plan

Theodore G. Schwartz, a Director and 10% owner of OppFi Inc., reported multiple planned transactions involving the conversion and sale of Class A Common Stock in July 2025, executed under a Rule 10b5-1 trading plan.

Summary

• Theodore G. Schwartz, a Director and 10% owner of OppFi Inc. (OPFI), reported a series of transactions involving the company's stock scheduled for July 2025.
• On July 11, 2025, Schwartz, through LTHS Capital Group LP, converted 81,208 Class A Common Units into an equal number of Class A Common Stock and subsequently sold 79,069 shares at a weighted average price of $12.682 and 2,139 shares at $13.2961.
• Also on July 11, 2025, through LTHS Revocable Trust, Schwartz converted 40,604 Class A Common Units into Class A Common Stock and sold 39,534 shares at $12.682 and 1,070 shares at $13.2961.
• On July 14, 2025, Schwartz, through LTHS Capital Group LP, converted 85,467 Class A Common Units into Class A Common Stock and sold all 85,467 shares at a weighted average price of $12.0452.
• Additionally on July 14, 2025, through LTHS Revocable Trust, Schwartz converted 42,721 Class A Common Units into Class A Common Stock and sold all 42,721 shares at $12.0452.
• These transactions also involved the cancellation of an equivalent number of Class V Common Stock shares held by OppFi Shares, LLC, as they represent non-economic voting interests tied to the Common Units.
• All reported sales were executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by Schwartz on December 10, 2024.
• Following these transactions, the indirect beneficial ownership of Class V Common Stock by OppFi Shares, LLC decreased from 22,306,151 shares to 22,137,359 shares.
• The indirect beneficial ownership of Class A Common Stock by LTHS Capital Group LP and LTHS Revocable Trust was reduced to 0 shares for the specific blocks sold, with a remaining 2,139 shares for LTHS Capital Group LP and 1,070 shares for LTHS Revocable Trust from the July 11 transactions.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the execution under a pre-arranged Rule 10b5-1 plan mitigates concerns about opportunistic selling based on negative undisclosed information. It's a routine liquidity event for a significant shareholder.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and pre-determined approach to liquidity rather than a reaction to immediate market conditions.
• The transactions provide liquidity for a significant insider, which is a normal part of wealth management.

Negatives

• Significant insider selling, even if planned, can sometimes be perceived negatively by the market as it might suggest a lack of confidence or a belief that the stock price has peaked.
• The total number of shares sold across the two dates is substantial, representing a notable reduction in the insider's direct and indirect Class A Common Stock holdings.

Risks

• Investor sentiment risk: Large insider sales, even if pre-planned, can sometimes lead to negative market perception or speculation, potentially putting downward pressure on the stock price.
• Liquidity risk for the insider: While the sales provide liquidity, they also reduce the insider's direct exposure to the company's equity performance.

Future Outlook

The document does not provide any explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the scheduled execution of the reported transactions.

Industry Context

Insider trading reports, such as this Form 4, are standard disclosures in the financial industry, providing transparency into the stock transactions of a company's officers, directors, and significant shareholders. While sales by insiders can sometimes be viewed with caution, transactions executed under a Rule 10b5-1 plan are common for high-level executives and directors to manage personal finances and diversify holdings in a compliant manner, mitigating concerns about trading on material non-public information.

Comparison to Industry Standards

• Not applicable, as this document reports specific insider transactions rather than company performance metrics that would be benchmarked against industry standards or comparable companies/projects.

Related Party Transactions

• The transactions involve entities (LTHS Capital Group LP, LTHS Revocable Trust, OppFi Shares, LLC) that are indirectly controlled or influenced by the reporting person, Theodore G. Schwartz, who is a Director and 10% owner of OppFi Inc. These are standard related-party dealings for insider stock transactions.

Stakeholder Impact

• Shareholders: May react to the news of insider selling, potentially influencing short-term stock price movements, although the 10b5-1 plan may temper negative interpretations.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing, as it pertains solely to stock transactions of a director/owner.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing beyond the execution of the reported transactions.

Key Dates

Keywords

OppFi Inc., OPFI, Theodore G. Schwartz, Insider Trading, Form 4, Stock Sale, Rule 10b5-1, Class A Common Stock, Class V Common Stock, Common Units, Director, 10% Owner