Form 4 for OPFI OppFi Inc.
Accepted 2026-04-30 16:25:15 ET · period of report 2026-04-28 · accession 0000905148-26-001969 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2026-04-30 16:25 | 2026-04-28 | OPFI | Schwartz Todd G. | CEO, Dir, 10% | D - Sale to Iss | $0.00 | -58.64M | 0 | -100% | $0 |
| DMI | 2026-04-30 16:25 | 2026-04-28 | OPFI | Schwartz Todd G. | CEO, Dir, 10% | M - OptEx | $0.00 | +26.61M | 1.95M | New | $0 |
| DMI | 2026-04-30 16:25 | 2026-04-28 | OPFI | Schwartz Todd G. | CEO, Dir, 10% | M - OptEx | $0.00 | -26.61M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class V Common Stock | 2026-04-28 | D | D | 54,137,072 | $0.00 | 4,501,169 | I By OppFi Shares, LLC | — | — | (F1) Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represented voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock were entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock would be cancelled by the Issuer if the holder exercised Exchange Rights (as defined below in footnote 9). (F2) Reflects the surrender and cancellation of shares of Class V Common Stock to the Issuer in connection with the exchange of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") by members thereof for shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement"). (F2) Reflects the surrender and cancellation of shares of Class V Common Stock to the Issuer in connection with the exchange of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") by members thereof for shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") pursuant to the exchange provisions of the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement"). (F3) The shares of Class V Common Stock were held by OppFi Shares, LLC ("OFS"), which had sole voting power over the shares of Class V Common Stock reported in Table I hereof. OFS is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person. By virtue of these relationships, the reporting person may be deemed to have voting power over the shares of Class V Common Stock held by OFS. The reporting person disclaims beneficial ownership of the shares of Class V Common Stock held by OFS, except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock | 2026-04-28 | M | A | 24,656,083 | $0.00 | 24,656,083 | I By TGS Capital Group, LP | — | — | (F4) Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. (F4) Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. (F5) The reporting person is the manager of the general partner of TGS Capital Group, LP and may be deemed to beneficially own the securities held by TGS Capital Group, LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
| 3 | Common | Class A Common Stock | 2026-04-28 | M | A | 1,949,309 | $0.00 | 1,949,309 | I By TGS MCS Capital Group LP | — | — | (F4) Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. (F4) Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights. (F6) These securities are held by TGS MCS Capital Group LP ("MCS"), of which the reporting person is the manager of the general partner. MCS is a member of Opportunity Financial and the reporting person has the right to cause MCS to exercise for the benefit of the reporting person MCS's Exchange Rights with respect to the Common Units indirectly held by the reporting person. |
| 4 | Common | Class V Common Stock | 2026-04-28 | D | D | 4,501,169 | $0.00 | 0 | I By OppFi Shares, LLC | — | — | (F1) Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represented voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock were entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock would be cancelled by the Issuer if the holder exercised Exchange Rights (as defined below in footnote 9). (F7) Pursuant to the Corporate Simplification Agreement, dated April 28, 2026 (the "Corporate Simplification Agreement"), each outstanding Common Unit of Opportunity Financial held by any members of Opportunity Financial was canceled and converted automatically into the right to receive one validly issued, fully paid and non-assessable share of Class A Common Stock. In connection therewith, pursuant to the Corporate Simplification Agreement, OFS surrendered to the Issuer the outstanding shares of Class V Common Stock it owned. (F7) Pursuant to the Corporate Simplification Agreement, dated April 28, 2026 (the "Corporate Simplification Agreement"), each outstanding Common Unit of Opportunity Financial held by any members of Opportunity Financial was canceled and converted automatically into the right to receive one validly issued, fully paid and non-assessable share of Class A Common Stock. In connection therewith, pursuant to the Corporate Simplification Agreement, OFS surrendered to the Issuer the outstanding shares of Class V Common Stock it owned. (F3) The shares of Class V Common Stock were held by OppFi Shares, LLC ("OFS"), which had sole voting power over the shares of Class V Common Stock reported in Table I hereof. OFS is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person. By virtue of these relationships, the reporting person may be deemed to have voting power over the shares of Class V Common Stock held by OFS. The reporting person disclaims beneficial ownership of the shares of Class V Common Stock held by OFS, except to the extent of his pecuniary interest therein. |
| 5 | Derivative | Class A Common Units | 2026-04-28 | M | D | 24,656,083 | $0.00 | 0 | I By TGS Capital Group, LP | $0.00 · — to — | 24,656,083 Class A Common Stock | (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F5) The reporting person is the manager of the general partner of TGS Capital Group, LP and may be deemed to beneficially own the securities held by TGS Capital Group, LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
| 6 | Derivative | Class A Common Units | 2026-04-28 | M | D | 1,949,309 | $0.00 | 0 | I By TGS MCS Capital Group LP | $0.00 · — to — | 1,949,309 Class A Common Stock | (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F9) Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the LLC Agreement or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights"). (F6) These securities are held by TGS MCS Capital Group LP ("MCS"), of which the reporting person is the manager of the general partner. MCS is a member of Opportunity Financial and the reporting person has the right to cause MCS to exercise for the benefit of the reporting person MCS's Exchange Rights with respect to the Common Units indirectly held by the reporting person. |