SCHEDULE: OppFi Simplifies Corporate Structure and Ends Tax Agreement

Major shareholders of OppFi Inc. have executed a corporate simplification agreement to eliminate the dual-class voting structure and terminate the Tax Receivable Agreement early.

Summary

• Reporting persons entered into a Corporate Simplification Agreement on April 28, 2026, to streamline the company's capital structure.
• The agreement involves the exercise of exchange rights for Retained OppFi Units into Class A Common Stock, effectively ending the 'Up-C' organizational structure.
• All shares of Class V Voting Stock held by the reporting group have been cancelled, moving the company toward a single class of voting stock.
• The Tax Receivable Agreement (TRA) is being amended and terminated early, which will extinguish all future payment obligations to members upon a final lump-sum payment.
• Todd G. Schwartz now beneficially owns 27,347,975 shares of Class A Common Stock, representing 32.03% of the class.
• Theodore G. Schwartz beneficially owns 21,900,266 shares of Class A Common Stock, representing 25.65% of the class.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a significant positive development because it removes a complex tax liability and simplifies the governance structure, which typically leads to better valuation multiples.

Positives

• Simplification of the corporate structure reduces administrative complexity and improves transparency for investors.
• Early termination of the Tax Receivable Agreement removes a long-term liability that required paying 90% of tax savings to insiders.
• Elimination of Class V Voting Stock aligns voting power more closely with economic interest.
• Management has demonstrated continued commitment through open-market purchases and the conversion of units into common equity.

Negatives

• The early termination of the Tax Receivable Agreement requires a lump-sum cash payment, which could impact short-term liquidity.
• Significant concentration of ownership remains, with the Schwartz family controlling over 57% of the Class A Common Stock.
• The forfeiture of 25.5 million earnout units in 2024 indicates that certain historical performance targets were not met.

Risks

• Potential liquidity strain resulting from the cash requirements of the early TRA termination payment.
• High insider ownership concentration may limit the influence of minority shareholders on corporate decisions.
• Market volatility may affect the valuation of the significant number of new Class A shares entering the float.

Future Outlook

The company is transitioning to a simplified equity structure which is expected to improve its appeal to institutional investors and eliminate complex tax-sharing liabilities. The focus shifts to executing the business strategy without the overhang of the dual-class structure and the TRA.

Management Comments

• Todd G. Schwartz and Theodore G. Schwartz have purchased shares in the open market to demonstrate confidence in the company and its strategy.

Industry Context

StockSavvy.ai notes that many fintech firms that went public via SPACs are currently unwinding complex 'Up-C' structures to reduce the 'SPAC discount' and improve stock liquidity, aligning with broader market trends toward governance simplification.

Comparison to Industry Standards

• The 90% TRA payout ratio was higher than the 85% industry standard seen in companies like Blue Owl Capital, making this termination more impactful for OppFi.
• The move to a single class of voting stock aligns OppFi with best practices in corporate governance favored by major indices like the S&P 500.
• The simplification is comparable to recent restructurings at other mid-cap fintech companies seeking to broaden their investor base.

Corporate Governance

Related Party Transactions

• The Corporate Simplification Agreement involves the CEO and major shareholders exchanging units for stock.
• The early termination of the Tax Receivable Agreement involves a lump-sum payment to the Schwartz family and other pre-IPO members.

Stakeholder Impact

• Shareholders benefit from a more transparent and standard corporate structure.
• The company benefits from the removal of long-term cash flow obligations under the TRA.
• The Schwartz family consolidates their holdings into Class A Common Stock, maintaining significant control.

Next Steps

• Complete the final early termination payment for the Tax Receivable Agreement.
• Finalize the conversion of all remaining units into Class A Common Stock.
• Reflect the simplified capital structure in upcoming quarterly financial filings.

Key Dates

Recommendation

The corporate simplification is a strong positive for long-term governance and earnings quality. However, a 'hold' is recommended until the specific cash cost of the TRA termination is disclosed, as the immediate impact on the company's cash reserves needs to be evaluated against the long-term savings.

Keywords

OppFi, Corporate Simplification, Tax Receivable Agreement, Todd Schwartz, Class A Common Stock, Up-C Structure, Schedule 13D, Fintech, Insider Ownership