DEF: OppFi Inc. Schedules 2026 Annual Meeting

OppFi Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for June 9, 2026, to vote on director elections, executive compensation, and auditor ratification.

Summary

• OppFi Inc. is holding its 2026 Annual Meeting of Stockholders virtually on Tuesday, June 9, 2026.
• Stockholders of record as of April 21, 2026, are eligible to vote.
• Key proposals include the election of Class II directors Theodore Schwartz and Greg Zeeman, an advisory vote on 2025 executive compensation (say-on-pay), an advisory vote on the frequency of say-on-pay (recommending one year), and the ratification of RSM US LLP as the independent registered public accounting firm for fiscal year 2026.
• The Board of Directors unanimously recommends voting FOR the director nominees, the say-on-pay proposal, and the auditor ratification, and recommends ONE YEAR for the say-on-frequency proposal.
• Proxy materials are being provided via the internet, with a Notice of Internet Availability sent on or about April 28, 2026.
• Registration to attend the virtual meeting is required by June 8, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it outlines standard corporate governance procedures and upcoming votes, with management's strong voting intentions indicating expected approval of proposals.

Positives

• The company is holding its annual meeting to ensure shareholder engagement on key governance and compensation matters.
• The Board is recommending favorable votes on director elections, executive compensation, and auditor ratification, indicating confidence in current leadership and practices.
• The virtual meeting format allows for broader accessibility for stockholders.
• The company is providing clear instructions for voting and accessing proxy materials.

Risks

• The filing mentions that if stockholders do not ratify the appointment of RSM US LLP, it will be considered notice to the Board and Audit Committee to consider a different firm, though the Audit Committee retains discretion to change auditors regardless.
• The company is a controlled company, meaning it is exempt from certain NYSE corporate governance requirements regarding board independence and committee composition.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It focuses on the upcoming annual meeting and proposals for stockholder vote.

Management Comments

• "Whether or not you plan to virtually attend the annual meeting, we urge you to read this Proxy Statement and consider such information carefully before voting."
• "Whether or not you plan to virtually attend, it is important that your shares be represented and voted at the annual meeting."
• "We believe that Mr. Schwartz is qualified to serve on the Board due to his experience as a Co-Founder of OppFi-LLC, as a major stockholder and due to his extensive experience leading companies from the growth stage through public listing."
• "We believe Mr. Zeeman is qualified to serve on the Board based on his extensive executive leadership and management experience and his significant strategic and leadership expertise in the financial services industry."
• "We believe that Mr. Todd Schwartz is qualified to serve on the Board due to his experience as a Co-Founder and Chief Executive Officer of OppFi-LLC, as our largest stockholder and due to his extensive experience in finance and as a private equity investor."
• "We believe that Mr. Vennettilli is qualified to serve on the Board due to his experience as an advisor to OppFi-LLCs board of managers since 2015 and due to his extensive experience in finance and as a private equity investor."
• "We believe Ms. Favilla is qualified to serve on the Board based on her extensive executive leadership and management experience and her significant strategic and leadership expertise in the financial services industry."
• "We believe Ms. Moore is qualified to serve on the Board due, among other things, to her experience and background in managing large-scale corporations, including experience in the front office of the NFL, as well as her service as a member of the board of directors of numerous entities."
• "Although this vote is non-binding and advisory, the Board and the Compensation Committee will review the voting results in connection with their ongoing evaluation of the Companys compensation program."
• "Although this vote is advisory and not binding on the Board, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on named executive officer compensation more or less frequently than the option approved by our stockholders."
• "We value our stockholders views on the Companys independent registered public accounting firm and it is a good corporate governance practice."
• "The Board has determined that our current leadership structure is appropriate at this time."

Industry Context

StockSavvy.ai notes that OppFi Inc.'s proxy statement reflects standard corporate governance practices for a publicly traded company, including the annual meeting process, director elections, executive compensation review, and auditor ratification. The company's status as a controlled company, due to significant voting power held by SCG Holders, impacts its adherence to certain NYSE corporate governance standards.

Corporate Governance

Related Party Transactions

• The Tax Receivable Agreement provides for payments to Members of 90% of tax savings realized by the Company due to tax basis increases and other tax benefits related to the business combination and unit exchanges. As of December 31, 2025, the Company's liability was $39.8 million.
• The Investor Rights Agreement governs director nomination rights, registration rights for certain shareholders, and transfer restrictions on shares and units.
• The OppFi Amended and Restated Limited Liability Company Agreement (A&R LLCA) governs the ownership structure of OppFi-LLC, designates the Company as the sole manager, and outlines the process for members to exchange OppFi Units for Class A Common Stock.
• An entity controlled by Theodore Schwartz, a director, owns aircraft used by the Company for business operations. The Company incurred $141,000 for aircraft use in 2025, at current market rates.

Stakeholder Impact

• Shareholders: Will vote on director elections, executive compensation, and auditor ratification, influencing corporate governance and executive accountability. The controlled company status may affect the perceived independence of the board.
• Management and Employees: Executive compensation is subject to advisory shareholder vote. Equity awards are a significant component of compensation.
• Auditors (RSM US LLP): Their reappointment is subject to shareholder ratification, a standard governance practice.
• Creditors: No direct impact mentioned in this filing.

Next Steps

• Stockholders to vote on the proposed resolutions at the Annual Meeting.
• The Board and Compensation Committee will review the say-on-pay and say-on-frequency vote results.
• RSM US LLP will continue as the independent registered public accounting firm for fiscal year 2026 if ratified.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would warrant a buy or sell recommendation. The proposals are standard governance items, and the company's controlled status is a known factor. A 'hold' recommendation reflects the lack of new material information to alter an existing investment thesis.

Keywords

OppFi Inc., DEF 14A, Proxy Statement, Annual Meeting, Stockholders, Board of Directors, Executive Compensation, Say-on-Pay, Auditor Ratification, RSM US LLP, Corporate Governance