SCHEDULE: OppFi Insider Ownership & Share Transactions Update

An amendment to Schedule 13D details significant beneficial ownership stakes and recent stock transactions by key insiders and affiliated entities of OppFi Inc.

Summary

• This filing is Amendment No. 6 to the Schedule 13D for OppFi Inc., updating beneficial ownership and related agreements.
• The 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 August 12, 2025, Todd G. Schwartz beneficially owns 59,320,850 shares, representing 67.9% of the combined Class A and Class V voting stock.
• Theodore G. Schwartz beneficially owns 22,118,812 shares, representing 25.3% of the combined Class A and Class V voting stock.
• Total outstanding shares as of August 12, 2025, were 28,563,175 shares of Class A Common Stock and 58,742,957 shares of Class V Voting Stock.
• The beneficial ownership primarily originated from the Business Combination on July 20, 2021, valued at approximately $806,517,000, including $91,646,050 in cash and 96,987,093 shares of Class V Voting Stock.
• 25,500,000 Earnout Units were forfeited on July 21, 2024, as the associated Earnout Targets were not satisfied.
• Since July 30, 2021, 10,523,730 Class V shares were cancelled via Exchange Rights by non-Schwartz members, 2,955,284 by Theodore G. Schwartz or affiliates, and 25,500,000 due to Earnout Unit forfeiture.
• 734,851 new Class V shares were issued to OFS in connection with OppFi's acquisition of equity interests in Bitty Holdings, LLC.
• OFS currently holds 58,742,957 shares of Class V Voting Stock.
• Recent Class V Voting Stock cancellations (exchanges for Class A) occurred between June 16, 2025, and August 12, 2025, totaling 692,030 shares.
• LTHS Capital Group and LTHS Revocable Trust sold Class A Common Stock under Rule 10b5-1 trading plans between June 16, 2025, and August 12, 2025, at volume-weighted average prices ranging from $10.7966 to $13.2961 per share.
• Todd G. Schwartz received 7,643 Class A shares from RSU settlement on July 1, 2025, and a grant of 122,280 RSUs on April 1, 2025.
• Theodore G. Schwartz received Class A shares from RSU settlements on November 16, 2022 (18,484 shares), June 8, 2023 (46,729 shares), June 7, 2024 (72,196 shares), and June 5, 2025 (49,328 shares), and a grant of 12,907 RSUs on June 10, 2025.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While key management maintains significant ownership and received RSU grants, the forfeiture of a substantial number of earnout units due to unmet targets and recent insider sales by affiliated entities are negative signals. The filing is primarily an ownership update, not an operational report, limiting a strong positive or negative assessment.

Positives

• Todd G. Schwartz and Theodore G. Schwartz received new RSU grants and settlements, indicating continued compensation and alignment with company performance.
• The acquisition of equity interests in Bitty Holdings, LLC, which resulted in new Class V Voting Stock issuance to OFS, suggests business expansion and strategic growth.
• TGS Revocable Trust and LTHS Revocable Trust have previously purchased Class A Common Stock in the open market, demonstrating confidence in the Issuer and its strategy.

Negatives

• 25,500,000 Earnout Units were forfeited on July 21, 2024, because the specified Earnout Targets were not satisfied, indicating underperformance against initial business combination goals.
• Significant sales of Class A Common Stock by LTHS Capital Group and LTHS Revocable Trust, even if under Rule 10b5-1 trading plans, represent insider selling which can be perceived negatively by the market.

Risks

• The forfeiture of 25,500,000 Earnout Units due to unmet targets highlights potential challenges in achieving performance milestones set during the Business Combination.
• The Tax Receivable Agreement includes clauses where the Issuer's obligations can accelerate to a lump-sum cash payment upon early termination, a change of control, failure to make payments, or a material breach, which could significantly impact the company's liquidity.

Future Outlook

The filing indicates that further exercises of Exchange Rights by Members would result in the disposition of additional shares of Class V Voting Stock and the issuance of Class A Common Stock. It also notes that Reporting Persons may, at any time, 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

• TGS Revocable Trust and LTHS Revocable Trust have purchased shares of Class A Common Stock in the open market using personal funds to demonstrate confidence in the Issuer and its strategy.

Industry Context

This Schedule 13D amendment primarily focuses on insider ownership and control within OppFi Inc., a company operating in the financial services sector. The mention of the acquisition of equity interests in Bitty Holdings, LLC suggests potential expansion into new financial technologies or services, aligning with broader trends of innovation in the fintech space.

Management Changes

Corporate Governance

Related Party Transactions

• The Business Combination itself was a significant related-party transaction involving FGNA, Opportunity Financial, LLC, OppFi Shares, LLC, and Todd G. Schwartz as the Members' Representative.
• The Exchange Rights mechanism allows Members (including Reporting Persons) to exchange their Retained OppFi Units for Class A Common Stock or cash, directly impacting their ownership structure.
• The Investor Rights Agreement and Tax Receivable Agreement are formal agreements between the Issuer and certain Reporting Persons/Members, governing rights and financial obligations.
• Sales of Class A Common Stock by LTHS Capital Group and LTHS Revocable Trust, which are affiliated with Theodore G. Schwartz, represent insider transactions.
• RSU grants to Todd G. Schwartz (Executive Chairman and CEO) and Theodore G. Schwartz (Director) are forms of compensation from the Issuer to related parties.

Stakeholder Impact

• Shareholders: The forfeiture of earnout units indicates underperformance against initial targets, which could negatively impact shareholder sentiment. Insider sales, even if pre-planned, might also be viewed with caution. The ongoing conversion of Class V to Class A shares through Exchange Rights could increase the public float over time.
• Management/Insiders: Key management and affiliated entities maintain significant beneficial ownership, aligning their interests with the company's long-term performance. RSU grants provide ongoing incentives.
• Creditors: The potential acceleration of obligations under the Tax Receivable Agreement could create a significant lump-sum cash payment requirement, potentially impacting the company's liquidity and financial stability.

Next Steps

• Further exercises of Exchange Rights by Members, which will result in the disposition of additional shares of Class V Voting Stock and the issuance of Class A Common Stock.
• Future vesting of Todd G. Schwartz's and Theodore G. Schwartz's RSU grants according to their respective vesting schedules.

Key Dates

Recommendation

While there are negative signals such as the forfeiture of earnout units due to unmet targets and recent insider sales by affiliated entities, the core beneficial ownership structure remains stable with key management maintaining a substantial stake. The RSU grants also demonstrate continued alignment of management interests with the company. The insider sales were conducted under Rule 10b5-1 trading plans, which are pre-scheduled and do not necessarily indicate a negative outlook on the company's future. This filing primarily updates ownership and governance structures rather than operational performance. Without more comprehensive operational or financial data, a 'hold' position is prudent, awaiting further clarity on business performance and strategic direction.

Keywords

OppFi Inc., beneficial ownership, Schedule 13D, Class A Common Stock, Class V Voting Stock, Todd G. Schwartz, Theodore G. Schwartz, insider transactions, restricted stock units, RSU, earnout forfeiture, Tax Receivable Agreement, corporate governance, financial services