SCHEDULE 13D/A: OppFi Inc. Major Shareholders Update Beneficial Ownership and Governance Agreements in Latest SEC Filing

A recent SEC Schedule 13D filing reveals updated beneficial ownership stakes for key insiders and entities associated with OppFi Inc., detailing shareholdings, past transactions, and ongoing governance agreements.

Summary

• The filing is Amendment No. 3 to the Schedule 13D, updating beneficial ownership information for OppFi Inc.'s Class A Common Stock and Class V Common Stock.
• Reporting Persons include Todd G. Schwartz (Executive Chairman and CEO), TGS Revocable Trust, OppFi Shares, LLC (OFS), TGS Capital Group, LP, TGS MCS Capital Group LP, Theodore G. Schwartz, LTHS Capital Group LP, and LTHS Revocable Trust.
• As of March 27, 2025, Todd G. Schwartz beneficially owns 61,680,635 shares, representing 71.4% of the combined Class A and Class V shares outstanding.
• The beneficial ownership percentages are calculated based on 25,309,798 shares of Class A Common Stock and 61,134,952 shares of Class V Voting Stock outstanding as of March 27, 2025.
• The initial beneficial ownership stemmed from the Business Combination on July 20, 2021, where FG New America Acquisition Corp. (now OppFi Inc.) acquired Opportunity Financial, LLC for approximately $806,517,000, comprising $91,646,050 in cash and 96,987,093 shares of Class V Voting Stock.
• 25,500,000 Earnout Units, corresponding to Class V Voting Stock, were forfeited on July 21, 2024, as the associated Earnout Targets were not met.
• Since July 30, 2021, 10,086,992 Class V Voting Stock shares were cancelled due to Exchange Rights exercised by Members other than Todd G. Schwartz or Theodore G. Schwartz, and 1,000,000 shares by Theodore G. Schwartz or his affiliates.
• 734,851 new shares of Class V Voting Stock were issued to OFS in connection with OppFi's acquisition of equity interests in Bitty Holdings, LLC.
• TGS Revocable Trust and LTHS Revocable Trust have purchased Class A Common Stock in the open market since May 10, 2022, though no such transactions occurred in the past sixty days.
• Theodore G. Schwartz received Class A Common Stock shares from Restricted Stock Unit (RSU) settlements: 18,484 shares on November 16, 2022; 46,729 shares on June 8, 2023; and 72,196 shares on June 7, 2024. He also received a grant of 49,328 Class A shares on June 5, 2024, vesting within one year or at the next annual meeting.
• LTHS Capital Group and LTHS Revocable Trust sold significant amounts of Class A Common Stock in March 2025 through Rule 10b5-1 trading plans, with volume weighted average prices ranging from $9.0729 to $10.8533 per share.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant forfeiture of earnout units, indicating unmet performance targets, and recent insider selling. While there are positive aspects like RSU grants and past insider buying, the recent negative events outweigh them in terms of immediate impact.

Positives

• TGS Revocable Trust and LTHS Revocable Trust previously purchased Class A Common Stock in the open market, indicating confidence in the Issuer and its strategy.
• Theodore G. Schwartz received substantial Class A Common Stock shares through RSU settlements and a new grant, aligning his interests with shareholders.

Negatives

• 25,500,000 Earnout Units, representing a significant portion of Class V Voting Stock, were forfeited because the Earnout Targets were not satisfied by July 20, 2024.
• LTHS Capital Group and LTHS Revocable Trust engaged in significant sales of Class A Common Stock in March 2025, potentially signaling a reduction in their exposure.

Risks

• The forfeiture of 25,500,000 Earnout Units indicates that certain performance targets set during the Business Combination were not achieved, which could reflect underlying business challenges.
• The Tax Receivable Agreement includes provisions for accelerated payments to Members upon certain events like early termination, change of control, or material breach by the Issuer, which could result in significant lump-sum cash outflows.
• The dual-class share structure (Class A Common Stock and Class V Voting Stock) concentrates significant voting power with the Reporting Persons, particularly Todd G. Schwartz, potentially limiting the influence of other Class A shareholders.

Future Outlook

The Reporting Persons do not have any present plans or proposals that would result in major corporate actions, although they may review, reconsider, and change their position or purpose, and may seek to influence management or the Board regarding the Issuer's business and affairs.

Management Comments

• Todd G. Schwartz serves as the Executive Chairman and Chief Executive Officer of the Issuer.
• Theodore G. Schwartz received restricted stock units in his capacity as a director of the Issuer.

Industry Context

This Schedule 13D filing primarily concerns changes in beneficial ownership and related agreements for OppFi Inc., a financial technology company. The 'Up-C' structure and the Tax Receivable Agreement are common in transactions involving private companies going public via SPACs, particularly in the fintech sector, to optimize tax efficiency for pre-IPO owners. The forfeiture of earnout units suggests that specific growth or performance targets, common in such deals, were not met, which could reflect broader challenges or competitive pressures within the consumer lending or fintech industry.

Comparison to Industry Standards

• The 'Up-C' structure, as adopted by OppFi Inc., is a common post-SPAC merger structure for companies like SoFi Technologies (SOFI) or Affirm Holdings (AFRM) that allows pre-IPO owners to retain tax advantages while providing public market access. This structure is standard for many fintechs that went public via SPACs.
• The forfeiture of 25.5 million earnout units due to unmet targets is a significant event. While specific comparable companies' earnout performance is not detailed in this document, unmet earnout targets can be a red flag, similar to how companies like WeWork (WE) or Nikola (NKLA) faced challenges in meeting initial projections post-SPAC merger, impacting investor confidence.
• The insider selling by LTHS Capital Group and LTHS Revocable Trust, even under a 10b5-1 plan, is notable. While 10b5-1 plans are designed to avoid insider trading accusations, sustained selling by significant shareholders can be interpreted by the market as a lack of confidence, similar to how large insider sales at companies like Coinbase (COIN) or Robinhood (HOOD) have been scrutinized by investors.

Management Changes

Corporate Governance

Related Party Transactions

• The Business Combination involved transactions between FGNA (now OppFi Inc.), Opportunity Financial, LLC, OppFi Shares, LLC, and Todd G. Schwartz as the Members' Representative.
• The OppFi A&R LLCA governs the relationship and exchange rights between the Issuer, OppFi, and the Members (including Reporting Persons).
• The Investor Rights Agreement outlines rights and obligations between the Issuer, Members' Representative, Members, and certain stockholders, including director nomination rights and lock-up periods.
• The Tax Receivable Agreement provides for payments from the Issuer to the Members (including Reporting Persons) based on tax savings realized by the Issuer.
• Theodore G. Schwartz received Class A Common Stock in settlement of RSUs in his capacity as a director of the Issuer.
• TGS Revocable Trust and LTHS Revocable Trust, both associated with the Schwartz family, purchased Class A Common Stock in the open market.
• LTHS Capital Group and LTHS Revocable Trust, associated with Theodore G. Schwartz, sold Class A Common Stock through Rule 10b5-1 trading plans.

Stakeholder Impact

• **Shareholders (Class A Common Stockholders):** The dual-class structure and significant beneficial ownership by Reporting Persons mean limited voting power for Class A shareholders. The forfeiture of earnout units could negatively impact investor confidence regarding the company's growth trajectory. Insider selling, even under a 10b5-1 plan, might be perceived as a negative signal. The Tax Receivable Agreement could lead to significant cash outflows to original members, potentially reducing funds available for other corporate purposes.
• **Employees:** No direct impact mentioned, but the company's overall performance, as indicated by unmet earnout targets, could indirectly affect employee morale or compensation plans tied to company performance.
• **Customers:** No direct impact mentioned in this ownership filing.
• **Suppliers:** No direct impact mentioned in this ownership filing.
• **Creditors:** The potential for accelerated payments under the Tax Receivable Agreement could impact the company's liquidity and financial flexibility, which could be a consideration for creditors.

Next Steps

• The 49,328 shares of Class A Common Stock granted to Theodore G. Schwartz on June 5, 2024, will vest on the earlier of the one-year anniversary of the grant date or the next annual meeting of the Issuer.
• Further exercises of Exchange Rights by Members would result in the disposition of additional shares of Class V Voting Stock and issuance of Class A Common Stock.

Key Dates

Keywords

OppFi Inc., Schedule 13D, Beneficial Ownership, Class A Common Stock, Class V Voting Stock, SEC Filing, Insider Transactions, Corporate Governance, Tax Receivable Agreement, Earnout Forfeiture, Restricted Stock Units, Rule 10b5-1 Plan, Dual-Class Shares