04/30/2026 | Press release | Distributed by Public on 04/30/2026 14:27
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Units(6) | $ 0 | 04/28/2026 | M | 284,501 | (6) | (6) | Class A Common Stock | 284,501 | $ 0 | 0 | I | By DAV 513 Revocable Trust(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Vennettilli David 130 EAST RANDOLPH STREET, SUITE 3400 CHICAGO, IL 60601 |
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| /s/ Marv Gurevich, Esq., as attorney-in-fact for David Vennettilli | 04/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 reporting person exercised (or caused DAV (as defined below in footnote 5) to exercise) Exchange Rights (as defined below in footnote 6). |
| (2) | Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial"). |
| (3) | 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. The reporting person had the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or DAV's) Exchange Rights. |
| (4) | Reflects shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") received in connection with the exercise of the Exchange Rights by DAV. |
| (5) | These securities are held by DAV 513 Revocable Trust ("DAV"), of which the reporting person is the sole trustee and sole beneficiary. DAV is a member of Opportunity Financial and the reporting person had the right to cause DAV to exercise for the benefit of the reporting person DAV's Exchange Rights with respect to the Common Units indirectly held by the reporting person. |
| (6) | 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 Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (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"). |