Form 4: OppFi Director and 10% Owner Theodore Schwartz Sells Over 300,000 Class A Shares Under Pre-Arranged Trading Plan

Theodore G. Schwartz, a Director and 10% owner of OppFi Inc., executed pre-planned sales of 319,707 Class A Common Stock shares on June 12 and 13, 2025, following the conversion of Class V Common Stock and Class A Common Units.

Summary

• Theodore G. Schwartz, a Director and 10% owner of OppFi Inc. (OPFI), engaged in significant stock transactions on June 12 and 13, 2025.
• These transactions involved the disposition of Class V Common Stock and the acquisition and subsequent sale of Class A Common Stock.
• On June 12, 2025, a total of 190,349 shares of Class V Common Stock were cancelled by OppFi Shares, LLC, in connection with the exercise of Exchange Rights.
• Concurrently, 190,349 shares of Class A Common Stock were acquired at a $0 price through the exercise of Exchange Rights by LTHS Capital Group LP (126,900 shares) and LTHS Revocable Trust (63,449 shares).
• On the same day, 185,199 shares of Class A Common Stock were sold by LTHS Capital Group LP (123,467 shares at a weighted average price of $12.847 and 3,433 shares at $13.5707) and LTHS Revocable Trust (61,732 shares at $12.847 and 1,717 shares at $13.5707).
• On June 13, 2025, an additional 96,948 shares of Class V Common Stock were cancelled by OppFi Shares, LLC.
• Simultaneously, 96,948 shares of Class A Common Stock were acquired at a $0 price via Exchange Rights by LTHS Capital Group LP (64,632 shares) and LTHS Revocable Trust (32,316 shares).
• All 96,948 acquired Class A Common Stock shares were subsequently sold on June 13, 2025, by LTHS Capital Group LP (64,632 shares) and LTHS Revocable Trust (32,316 shares) at a weighted average price of $12.2414.
• The total number of Class A Common Stock shares sold across both days was 319,707.
• All reported sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Schwartz on December 10, 2024.
• A transfer of 3,000,000 Common Units from LTHS Capital Group LP to LTHS Revocable Trust occurred on June 13, 2025, which was exempt from Section 16.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the fact that it was conducted under a pre-arranged Rule 10b5-1 plan mitigates concerns that it's based on new, adverse information. It's a planned liquidity event rather than a reactive one.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and pre-determined sale rather than a reaction to new, negative information.

Negatives

• Significant insider selling by a Director and 10% owner, even if pre-planned, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.

Risks

• Potential for market misinterpretation of insider sales, leading to negative sentiment or downward pressure on the stock price, despite the sales being pre-planned.

Future Outlook

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

Industry Context

This Form 4 filing details routine insider transactions for a financial technology company. Such transactions, especially when executed under a Rule 10b5-1 plan, are common for executives and large shareholders managing their personal portfolios and do not inherently reflect broader industry trends or specific company performance issues. However, in the fintech lending sector, investor sentiment can be sensitive to insider activity, particularly given the evolving regulatory landscape and economic conditions affecting consumer lending.

Related Party Transactions

• The transactions involve Theodore G. Schwartz, a Director and 10% owner, and entities he is associated with (LTHS Capital Group LP, LTHS Revocable Trust, OppFi Shares, LLC, and Opportunity Financial, LLC).
• The conversion of Class V Common Stock and Class A Common Units into Class A Common Stock is part of the company's organizational structure involving Opportunity Financial, LLC, where the Issuer (OppFi Inc.) is the sole manager.
• A transfer of 3,000,000 Common Units occurred between LTHS Capital Group LP and LTHS Revocable Trust, both entities associated with the reporting person.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a Director and 10% owner could lead to a perception of reduced insider confidence, potentially influencing investor sentiment and the stock price. However, the 10b5-1 plan mitigates this to some extent.
• Company (OppFi Inc.): The transactions are part of a pre-planned liquidity event for a major shareholder and do not directly impact the company's operations or financial health. The company's stock price might experience short-term volatility due to the volume of shares sold.

Key Dates

Recommendation

Keywords

OppFi Inc., OPFI, Theodore G. Schwartz, Insider Trading, Form 4, SEC Filing, Stock Sale, Class A Common Stock, Class V Common Stock, Rule 10b5-1 Plan, Exchange Rights, Opportunity Financial LLC