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    SEC Form 10-Q filed by OppFi Inc.

    5/8/25 4:23:17 PM ET
    $OPFI
    Finance: Consumer Services
    Finance
    Get the next $OPFI alert in real time by email
    opfi-20250331
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    __________________________________________________________________
    FORM 10-Q
    __________________________________________________________________
    (Mark One)
    ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2025
    OR
    ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from__________to__________
    Commission File Number 001-39550
    __________________________________________________________________
    OppFi_Logo_PRIMARY (1).gif
    OppFi Inc.
    (Exact name of registrant as specified in its charter)
    __________________________________________________________________
     
    Delaware
    (State or other jurisdiction of incorporation or organization)
    85-1648122
    (I.R.S. Employer Identification No.)
    130 E. Randolph Street. Suite 3400
    Chicago, IL
    (Address of principal executive offices)
    60601
    (Zip Code)
    (312) 212-8079
    (Registrant’s telephone number, including area code)
    Not Applicable
    (Former name, former address and former fiscal year, if changed since last report)
    Securities Registered Pursuant to Section 12(b) of the Act:
     
    Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
    Class A common stock, par value $0.0001 per share OPFINew York Stock Exchange
    Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per shareOPFI WSNew York Stock Exchange
    __________________________________________________________________
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    Yes  ☒    No  ☐
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
    Yes  ☒    No  ☐
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
     
    Large accelerated filer
    ☐
    Accelerated filer
    ☐
    Non-accelerated filer
    ☒
    Smaller reporting company
    ☒
    Emerging growth company
    ☒
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
    As of May 6, 2025, there were 86,807,852 shares of common stock, including 26,172,900 shares of Class A common stock, par value $0.0001 per share, 0 shares of Class B common stock, par value $0.0001 per share and 60,634,952 shares of Class V common stock, par value $0.0001 per share, outstanding.



    Table of Contents

    Part I. Financial Information
    Item 1. Financial Statements (Unaudited)
    Consolidated Balance Sheets
    2
    Consolidated Statements of Operations
    4
    Consolidated Statements of Stockholders’ Equity
    5
    Consolidated Statements of Cash Flows
    6
    Notes to Consolidated Financial Statements
    7
    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    21
    Item 3. Quantitative and Qualitative Disclosures About Market Risk
    34
    Item 4. Controls and Procedures
    34
    Part II. Other Information
    Item 1. Legal Proceedings
    35
    Item 1A. Risk Factors
    35
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    35
    Item 3. Defaults Upon Senior Securities
    35
    Item 4. Mine Safety Disclosures
    35
    Item 5. Other Information
    35
    Item 6. Exhibits
    36
    Signatures
    37
    i


    CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

    This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “possible,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

    A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, but are not limited to, the impact of general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets on our business; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; whether we will be successful in obtaining declaratory relief against the Commissioner of the Department of Financial Protection and Innovation for the State of California; whether we will be subject to AB 539; whether our bank partners will continue to lend in California and whether our financing sources will continue to finance the purchase of participation rights in loans originated by our bank partners in California; our ability to scale and grow the Bitty business; the impact that events involving financial institutions or the financial services industry generally, such as actual concerns or events involving liquidity, defaults, or non-performance, may have on our business; risks related to any material weakness in our internal controls over financial reporting; our ability to grow and manage growth profitably and retain our key employees; risks related to new products; risks related to evaluating and potentially consummating acquisitions; concentration risk; risks related to our ability to comply with various covenants in our corporate and warehouse credit facilities; risks related to potential litigation; changes in applicable laws or regulations; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; risks related to management transitions; and other risks contained in the section captioned “Risk Factors” in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 11, 2025 (“2024 Annual Report”). Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.


    1

    Table of Contents
    PART I. FINANCIAL INFORMATION
    ITEM 1.     FINANCIAL STATEMENTS
    OppFi Inc. and Subsidiaries    
    Consolidated Balance Sheets (Unaudited)
    (in thousands, except share data)
    March 31,December 31,
    20252024
    Assets
    Cash(1)
    $57,954 $61,344 
    Restricted cash(1)
    32,814 26,944 
    Total cash and restricted cash90,768 88,288 
    Finance receivables at fair value(1)
    454,683 473,696 
    Settlement receivable(1)
    5,185 2,036 
    Equity method investment18,50319,194
    Debt issuance costs, net(1)
    4,899 2,730 
    Property, equipment and software, net16,305 13,676 
    Operating lease right-of-use assets10,032 10,583 
    Deferred tax asset27,600 21,340 
    Other assets(1)
    12,097 9,628 
    Total assets$640,072 $641,171 
    Liabilities and Stockholders' Equity
    Liabilities:
    Accounts payable(1)
    $1,960 $879 
    Accrued expenses(1)
    30,964 32,411 
    Operating lease liabilities12,841 13,294 
    Senior debt, net(1)
    287,998 318,758 
    Warrant liabilities36,715 15,108 
    Tax receivable agreement liability32,830 26,508 
    Total liabilities403,308 406,958 
    Commitments and contingencies (Note 13)
    Stockholders' equity:
    Preferred stock, $0.0001 par value (1,000,000 shares authorized with no shares issued and outstanding as of March 31, 2025 and December 31, 2024)
    — — 
    Class A common stock, $0.0001 par value (379,000,000 shares authorized with 27,048,422 shares issued and 25,309,798 shares outstanding as of March 31, 2025 and 23,774,639 shares issued and 22,036,015 shares outstanding as of December 31, 2024)
    3 2 
    Class B common stock, $0.0001 par value (6,000,000 shares authorized with no shares issued and outstanding as of March 31, 2025 and December 31, 2024)
    — — 
    Class V voting stock, $0.0001 par value (115,000,000 shares authorized with 61,134,952 and 64,189,434 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)
    6 7 
    Additional paid-in capital100,720 93,903 
    Accumulated deficit(72,168)(55,127)
    Treasury stock, at cost (1,738,624 shares as of March 31, 2025 and December 31, 2024)
    (6,011)(6,011)
    Total OppFi Inc.'s stockholders' equity22,550 32,774 
    Noncontrolling interest214,214 201,439 
    Total stockholders' equity236,764 234,213 
    Total liabilities and stockholders' equity$640,072 $641,171 
    (1) Includes amounts in consolidated variable interest entities (“VIEs”) presented separately in the table below.
    Continued on next page
    2

    Table of Contents
    OppFi Inc. and Subsidiaries    
    Consolidated Balance Sheets (Unaudited) - Continued
    (in thousands)
    The following table summarizes the consolidated assets and liabilities of VIEs, which are included in the Consolidated Balance Sheets. The assets below may only be used to settle obligations of VIEs and are in excess of those obligations.
    March 31,December 31,
    20252024
    Assets of consolidated VIEs, included in total assets above
    Cash$235 $235 
    Restricted cash20,192 16,872 
    Total cash and restricted cash20,427 17,107 
    Finance receivables at fair value395,439 416,859 
    Settlement receivable5,185 2,036 
    Debt issuance costs, net4,899 2,730 
    Other assets40 11 
    Total assets$425,990 $438,743 
    Liabilities of consolidated VIEs, included in total liabilities above
    Accounts payable$23 $— 
    Accrued expenses3,277 3,191 
    Senior debt, net287,998 288,828 
    Total liabilities$291,298 $292,019 
    See notes to consolidated financial statements.
    3

    Table of Contents
    OppFi Inc. and Subsidiaries
    Consolidated Statements of Operations (Unaudited)
    (in thousands, except share and per share data)
    Three Months Ended March 31,
    20252024
    Revenue:
    Interest and loan related income$139,118 $126,279 
    Other revenue1,150 1,064 
    140,268 127,343 
    Change in fair value of finance receivables(49,458)(64,102)
    Provision for credit losses on finance receivables— (27)
    Net revenue90,810 63,214 
    Expenses:
    Salaries and employee benefits13,778 15,998 
    Direct marketing costs10,288 9,512 
    Interest expense and amortized debt issuance costs10,247 11,430 
    Professional fees4,199 5,481 
    Technology costs2,961 3,058 
    Depreciation and amortization1,760 2,725 
    Payment processing fees1,630 2,086 
    Occupancy1,039 942 
    Exit costs, net(1,448)2,918 
    General, administrative and other3,864 3,780 
    Total expenses48,318 57,930 
    Income from operations42,492 5,284 
    Other (expense) income:
    Change in fair value of warrant liabilities(21,607)5,171 
    Income from equity method investment1,076 — 
    Other income80 80 
    Income before income taxes22,041 10,535 
    Income tax expense1,651 404 
    Net income20,390 10,131 
    Less: net income attributable to noncontrolling interest31,762 4,594 
    Net (loss) income attributable to OppFi Inc.$(11,372)$5,537 
    (Loss) earnings per share attributable to OppFi Inc.:
    (Loss) earnings per common share:
    Basic$(0.48)$0.29 
    Diluted$(0.48)$0.10 
    Weighted average common shares outstanding:
    Basic23,691,76919,205,427
    Diluted23,691,76986,243,498
    See notes to consolidated financial statements.

    4

    Table of Contents
    OppFi Inc. and Subsidiaries
    Consolidated Statements of Stockholders’ Equity (Unaudited)
    (in thousands, except share data)

    Class A Common StockClass V Voting StockAdditional Paid-AccumulatedTreasuryNoncontrollingTotal Stockholders’
    SharesAmountSharesAmountin CapitalDeficitStockInterestEquity
    Balance, December 31, 202422,036,015 $2 64,189,434 $7 $93,903 $(55,127)$(6,011)$201,439 $234,213 
    Exchange of Class V shares3,054,482 1 (3,054,482)(1)6,991 745 — (7,736)— 
    Issuance of common stock under equity incentive plan283,641 — — — — — — — — 
    Issuance of common stock under employee stock purchase plan30,289 — — — 91 — — — 91 
    Stock-based compensation— — — — 1,261 — — — 1,261 
    Exercise of warrants75 — — — 1 — — — 1 
    Tax withholding on vesting of restricted stock units(94,704)— — — (848)— — — (848)
    Common stock dividend ($0.25 per share)
    — — — — — (6,414)— — (6,414)
    Member distributions— — — — — — — (11,251)(11,251)
    Tax receivable agreement— — — — (5,882)— — — (5,882)
    Deferred tax asset— — — — 5,203 — — — 5,203 
    Net (loss) income— — — — — (11,372)— 31,762 20,390 
    Balance, March 31, 202525,309,798 $3 61,134,952$6 $100,720 $(72,168)$(6,011)$214,214 $236,764 
    Balance, December 31, 202318,850,860$2 91,898,193$9 $76,480 $(63,591)$(2,460)$183,589 $194,029 
    Exchange of Class V shares291,999—(291,999)—68510—(695)— 
    Issuance of common stock under equity incentive plan156,712———————— 
    Issuance of common stock under employee stock purchase plan66,072———119———119 
    Stock-based compensation————1,004———1,004 
    Tax withholding on vesting of restricted stock units(54,020)———(189)———(189)
    Member distributions———————(8,372)(8,372)
    Tax receivable agreement————346———346 
    Deferred tax asset————224———224 
    Net income—————5,537—4,59410,131 
    Balance, March 31, 202419,311,623 $2 91,606,194 $9 $78,669 $(58,044)$(2,460)$179,116 $197,292 
    See notes to consolidated financial statements.
    5

    Table of Contents
    OppFi Inc. and Subsidiaries
    Consolidated Statements of Cash Flows (Unaudited)
    (in thousands)
    Three Months Ended March 31,
    20252024
    Cash flows from operating activities:
    Net income $20,390 $10,131 
    Adjustments to reconcile net income to net cash provided by operating activities:
    Change in fair value of finance receivables49,458 64,102 
    Provision for credit losses on finance receivables— 27 
    Depreciation and amortization1,760 2,725 
    Debt issuance cost amortization1,041 550 
    Stock-based compensation expense1,261 1,004 
    Loss on disposition of equipment1 2 
    Impairment of right of use asset155 — 
    Deferred income taxes425 354 
    Change in fair value of warrant liabilities21,607 (5,171)
    Income from equity method investment(1,076)— 
    Distribution received from equity method investment1,767 — 
    Changes in assets and liabilities:
    Accrued interest and fees receivable(594)3,091 
    Settlement receivable(3,149)138 
    Operating lease, net(57)(35)
    Other assets(2,469)(55)
    Accounts payable1,081 (458)
    Accrued expenses(7,861)(1,978)
    Net cash provided by operating activities83,740 74,427 
    Cash flows from investing activities:
    Finance receivables originated and acquired(166,879)(152,548)
    Finance receivables repayments137,028 136,672 
    Purchases of equipment and capitalized technology(4,390)(2,129)
    Net cash used in investing activities(34,241)(18,005)
    Cash flows from financing activities:
    Member distributions(11,251)(8,372)
    Net payments of senior debt - revolving lines of credit(830)(32,477)
    Payments of senior debt - term loan(30,000)— 
    Payments of note payable— (725)
    Payments for debt issuance costs(3,141)— 
    Proceeds from employee stock purchase plan91 119 
    Exercise of warrants1 — 
    Payments of tax withholding on vesting of restricted stock units(848)(189)
    Payments on tax receivable agreement liability (1,041)— 
    Net cash used in financing activities(47,019)(41,644)
    Net increase in cash and restricted cash2,480 14,778 
    Cash and restricted cash
    Beginning88,288 73,943 
    Ending$90,768 $88,721 
    Supplemental disclosure of cash flow information:
    Interest paid on borrowed funds$9,193 $11,142 
    Income taxes paid$11 $146 
    Supplemental disclosure of noncash activities:
    Adjustments to additional paid-in capital as a result of tax receivable agreement$(5,882)$346 
    Adjustments to additional paid-in capital as a result of adjustment to deferred tax asset$5,203 $224 
    Dividend payable $6,414 $— 
    See notes to consolidated financial statements.

    6

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents

    Note 1. Description of Business and Significant Accounting Policies

    Organization and nature of operations: OppFi Inc. (“OppFi”), collectively with its subsidiaries (the “Company”), is a leading tech-enabled digital finance platform that works with banks to provide financial products and services for everyday Americans. The Company’s primary product is its installment loan product, OppLoans.

    OppFi is organized as a C corporation that owns an equity interest in Opportunity Financial, LLC (“OppFi-LLC”), a Delaware limited liability company, in what is commonly referred to as an “Up-C” structure in which substantially all of the assets and the business of the Company are held by OppFi-LLC and its subsidiaries. OppFi’s only direct assets consist of Class A common units of OppFi-LLC (“OppFi Units”). As of March 31, 2025 and December 31, 2024, OppFi owned approximately 29.3% and 25.6% of the OppFi Units, respectively, and controls OppFi-LLC as the sole manager of OppFi-LLC in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (“OppFi A&R LLCA”). All remaining OppFi Units (“Retained OppFi Units”) are beneficially owned by the members of OppFi-LLC (“Members”). OppFi Shares, LLC (“OFS”), a Delaware limited liability company, holds a controlling voting interest in OppFi through its ownership of shares of Class V common stock, par value $0.0001 per share, of OppFi (“Class V Voting Stock”) in an amount equal to the number of Retained OppFi Units and therefore has the ability to control OppFi-LLC.

    Basis of presentation and consolidation: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements pursuant to such rules and regulations.

    These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and the related notes as of and for the year ended December 31, 2024 included in the 2024 Annual Report. In the opinion of the Company’s management, these unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for the full year ending December 31, 2025.

    The accompanying unaudited consolidated financial statements include the accounts of OppFi and OppFi-LLC with its wholly-owned subsidiaries and consolidated variable interest entities. All significant intercompany transactions and balances have been eliminated in consolidation.

    Use of estimates: The preparation of the unaudited consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and operations and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

    The judgements, assumptions, and estimates used by management are based on historical experience, management’s experience and qualitative factors. The areas subject to significant estimation techniques include, but are not limited to, the determination of fair value of installment finance receivables and warrants, valuation allowance of deferred tax assets and income tax provision. For the aforementioned estimates, it is reasonably possible the recorded amounts or related disclosures could significantly change in the near future as new information is available.

    Accounting policies: There have been no changes to the Company's significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the 2024 Annual Report.

    Participation rights purchase obligations: As of March 31, 2025 and December 31, 2024, the unpaid principal balance of finance receivables outstanding for purchase was $6.0 million and $7.1 million, respectively.

    Equity method investment: For the three months ended March 31, 2025, amortization expense related to identifiable intangible assets of $0.2 million was included in income from equity method investment in the consolidated statements of operations.

    Capitalized technology: The Company capitalized software costs associated with application development totaling $4.1 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively. The Company also capitalized interest associated with application development totaling $0.3 million for the three months ended March 31, 2025. Amortization expense, which is included in depreciation and amortization in the consolidated statements of operations, totaled $1.6 million and $2.5 million for the three months ended March 31, 2025 and 2024, respectively.

    7

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Noncontrolling interests: Noncontrolling interests are held by the Members, who retained 70.7% and 74.4% of the economic ownership percentage of OppFi-LLC as of March 31, 2025 and December 31, 2024, respectively. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, the Company classifies the noncontrolling interests as a component of stockholders’ equity in the consolidated balance sheets. Additionally, the Company has presented the net income attributable to the Company and the noncontrolling ownership interests separately in the consolidated statements of operations.

    Exit costs, net: In March 2025, the Company entered into an agreement with one of its bank partners that discharged the Company’s responsibility to settle a previously recognized liability for costs related to a contract associated with its OppFi Card product, which resulted in the reversal of previously recognized expenses of $1.5 million.

    Emerging growth company: The Company is an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012. The Company is permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements apply to private companies. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

    Recently adopted accounting pronouncements: None.

    Accounting pronouncements issued and not yet adopted: In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The purpose of ASU 2023-09 is to provide guidance on the enhanced income tax disclosure requirements. The guidance requires an entity to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s disclosures.

    In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The purpose of ASU 2024-03 is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The purpose of ASU 2025-01 is to clarify the effective date of ASU 2024-03. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s disclosures.

    Note 2. Finance Receivables at Fair Value

    The components of installment finance receivables at fair value as of March 31, 2025 and December 31, 2024 were as follows (in thousands):

    20252024
    Unpaid principal balance of finance receivables - accrual$378,728 $394,030 
    Unpaid principal balance of finance receivables - non-accrual27,851 31,210 
    Unpaid principal balance of finance receivables$406,579 $425,240 
    Finance receivables at fair value - accrual$433,143 $452,438 
    Finance receivables at fair value - non-accrual2,594 2,906 
    Finance receivables at fair value, excluding accrued interest and fees receivable435,737 455,344 
    Accrued interest and fees receivable18,946 18,352 
    Finance receivables at fair value$454,683 $473,696 
    Difference between unpaid principal balance and fair value$29,158 $30,104 

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    The Company’s policy is to discontinue and reverse the accrual of interest income on installment finance receivables at the earlier of 60 days past due on a recency basis or 90 days past due on a contractual basis. As of March 31, 2025 and December 31, 2024, the aggregate unpaid principal balance of installment finance receivables 90 days or more past due on a contractual basis was $13.7 million and $14.4 million, respectively. As of March 31, 2025 and December 31, 2024, the fair value of installment finance receivables 90 days or more past due on a contractual basis was $1.3 million and $1.3 million, respectively.

    Changes in the fair value of installment finance receivables at fair value for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

    20252024
    Balance at the beginning of the period$473,696 $463,320 
    Originations166,879 152,518 
    Repayments(137,028)(136,608)
    Accrued interest and fees receivable594 (3,090)
    Charge-offs, net(1)
    (48,512)(60,987)
    Net change in fair value(1)
    (946)(3,115)
    Balance at the end of the period$454,683 $412,038 
    (1) Included in “Change in fair value of finance receivables” in the consolidated statements of operations.

    Note 3. Property, Equipment and Software, Net

    Property, equipment and software as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):

    20252024
    Capitalized technology$71,874 $67,515 
    Furniture, fixtures and equipment4,459 4,432 
    Leasehold improvements979 979 
    Total property, equipment and software77,312 72,926 
    Less accumulated depreciation and amortization(61,007)(59,250)
    Property, equipment and software, net$16,305 $13,676 

    Note 4. Accrued Expenses

    Accrued expenses as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
    20252024
    Accrual for services rendered and goods purchased$10,220 $12,592 
    Dividend payable6,414 — 
    Amount due to bank partners3,696 3,070 
    Accrued payroll and benefits2,635 10,141 
    Accrued interest2,531 2,519 
    Deferred lease revenue1,858 212 
    Accrued exit costs391 2,017 
    Other3,219 1,860 
    Total$30,964 $32,411 

    9

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 5. Leases

    On January 30, 2025, the Company entered into a new sublease agreement with a third-party sublessee to extend the sublease of one of its office facilities from August 2025 through August 2030. The new sublease agreement includes an option for the third-party sublessee to terminate the lease agreement. The Company is not reasonably certain that the third-party sublessee will terminate the lease agreement; as such, lease payments do not take into account this option. The Company’s new sublease agreement does not contain any material residual value guarantees or material restrictive covenants. Under the terms of the new sublease agreement, the third-party sublessee provides the Company with an irrevocable letter of credit in the amount of $0.1 million. The Company is entitled to draw on the letter of credit in the event of any default under the terms of the new sublease agreement. The Company expects to receive $1.7 million over the term of the new sublease agreement. Deferred lease revenue as of March 31, 2025 was $1.9 million which will be recognized over the remaining lease term of approximately over five years. The new sublease agreement did not relieve the Company of its primary obligation under its lease agreement. The sublease income to be earned was determined to be less than the costs associated with the primary lease held by the Company. As a result, the Company recorded additional impairment expense of $0.2 million on the lease commencement date to adjust its operating lease right-of-use asset, which was included in general, administrative and other in the consolidated statement of operations.

    The components of total lease cost for three months ended March 31, 2025 and 2024 were as follows (in thousands):

    20252024
    Operating lease cost$558 $597 
    Variable lease expense431 334 
    Short-term lease cost41 3 
    Sublease income(80)(80)
    Total lease cost$950 $854 

    Supplemental cash flow information related to the leases for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

    20252024
    Cash paid for amounts included in the measurement of lease liabilities:
    Operating cash flows from operating leases$410 $633 

    The weighted average remaining lease term and discount rate as of March 31, 2025 and December 31, 2024 were as follows:

    20252024
    Weighted average remaining lease term (in years)5.55.8
    Weighted average discount rate5 %5 %

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Future minimum lease payments as of March 31, 2025 were as follows (in thousands):

    Year Amount
    Remaining of 2025$1,868 
    20262,557 
    20272,633 
    20282,712 
    20292,794 
    20302,144 
    Total lease payments14,708 
    Less: imputed interest(1,867)
    Operating lease liabilities$12,841 

    Note 6. Borrowing

    The following was a summary of the Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024, including borrowing capacity as of March 31, 2025 (in thousands):

    PurposeBorrower(s)Borrowing Capacity20252024
    Interest Rate as of March 31, 2025
    Maturity Date
    Senior debt, net
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche B)$— $— $84,500 SOFRplus
    6.75%
    June 2026(1)
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche C)62,500 46,875 62,500 SOFRplus
    7.75%
    February 2029
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche D)237,500 113,125 — SOFRplus7.30%February 2029
    Revolving line of creditOpportunity Funding SPE IX, LLC150,000 75,000 85,871 SOFRplus
    7.50%
    December 2026
    Revolving line of creditGray Rock SPV LLC75,000 52,998 55,957 SOFRplus
    7.45%
    October 2026
    Total revolving lines of credit525,000 287,998 288,828 
    Term loan, netOppFi-LLC— — 29,930 SOFRplus0.11%plus10%September 2025(2)
    Total senior debt, net$525,000 $287,998 $318,758 
    (1) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in February 2025.
    (2) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in March 2025.

    Senior debt, net:

    Revolving line of credit - Opportunity Funding SPE V, LLC

    On February 13, 2025, OppFi-LLC and Opportunity Funding SPE V, LLC entered into a Second Amended and Restated Revolving Credit Agreement (the “Second A&R Credit Agreement”), which amended that certain Amended and Restated Revolving Credit Agreement (the “A&R Credit Agreement”). The Second A&R Credit Agreement amended the A&R Credit Agreement to, among other things, increase the size of the facility under the A&R Credit Agreement from $250 million to $300 million and extend the maturity date to February 13, 2029. The $300 million of availability under the Second A&R Credit Agreement is comprised of $62.5 million under the existing Tranche C and $237.5 million under a new Tranche D. Borrowings under Tranche C bear interest at Term Secured Overnight Financing Rate (“SOFR”) plus 7.75% through December 31, 2025 and at Term SOFR plus 7.30% at January 1, 2026 and thereafter. Borrowings under Tranche D bear interest at Term SOFR plus 7.30%. The commitment period under both tranches is until February 13, 2028. A portion of the proceeds of the Second A&R Credit Agreement were used to repay in full the outstanding Tranche B loans under the A&R Credit Agreement.

    Term loan, net

    On March 4, 2025, OppFi-LLC paid in full the outstanding obligations under its senior secured multi-draw loan agreement with Midtown Madison Management LLC (“OppFi-LLC Midtown Term Loan Agreement”). Subsequent to the repayments, OppFi-LLC terminated the Midtown Term Loan Agreement.
    11

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    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Certain of the Company’s foregoing credit facilities that consist of revolving lines of credit are subject to provisions that provide for a cross-default in the event certain covenants under the relevant agreements are breached.

    Total interest expense related to the Company’s senior debt, which is included in interest expense and amortized debt issuance costs in the consolidated statements of operations, was $9.2 million and $10.8 million for the three months ended March 31, 2025 and 2024, respectively. Amortized debt issuance costs associated with the Company’s senior debt, which is included in interest expense and amortized debt issuance costs in the consolidated statements of operations, were $1.0 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, unamortized debt issuance costs associated with the Company’s senior debt totaled $4.9 million related to the revolving lines of credit. As of December 31, 2024, unamortized debt issuance costs associated with the Company’s senior debt totaled $2.8 million of which $2.7 million related to the revolving lines of credit and $0.1 million related to the term loan.

    Note 7. Warrant Liabilities

    As of March 31, 2025, there were 13,352,242 Public Warrants and 1,987,120 Private Placement Warrants outstanding. As of December 31, 2024, there were 13,352,317 Public Warrants and 1,987,120 Private Placement Warrants outstanding. During the three months ended March 31, 2025, 75 Public Warrants were exercised. The change in fair value of the Public Warrants and Private Placement Warrants increased by $18.8 million and $2.8 million, respectively, for three months ended March 31, 2025. The change in fair value of the Public Warrants and Private Placement Warrants decreased by $3.7 million and $1.5 million, respectively, for three months ended March 31, 2024.

    Note 8. Stockholders’ Equity

    Share repurchase: There were no repurchase activities during the three months ended March 31, 2025 and 2024. As of March 31, 2025, $16.4 million of the repurchase authorization under the Company’s repurchase program remained available.

    Dividend: On March 25, 2025, OppFi’s Board of Directors (the “Board”) declared a dividend of $0.25 per share to stockholders of record of OppFi’s Class A common stock, par value $0.0001 per share, as of the close of business on April 8, 2025.

    Member Distribution: On March 25, 2025, the Board approved a distribution of $0.25 per unit to holders of OppFi-LLC’s Class A common units as of the close of business on April 8, 2025.

    Note 9. Stock-Based Compensation

    On July 20, 2021, the Company established the OppFi Inc. 2021 Equity Incentive Plan (“Plan”), which provides for the grant of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards to employees, non-employee directors, officers, and consultants. As of March 31, 2025, the maximum aggregate number of shares of Class A Common Stock that may be issued under the Plan (including from outstanding awards) was 27,106,245 shares. As of March 31, 2025, the Company had only granted awards in the form of options, restricted stock units, and performance stock units.

    Stock options: A summary of the Company’s stock option activity for the three months ended March 31, 2025 was as follows:

    (in thousands, except share and per share data)Stock OptionsWeighted- Average Exercise PriceWeighted- Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
    Outstanding as of December 31, 2024
    1,842,192$13.65 6.6$1,065 
       Granted—— —— 
       Exercised—— —— 
       Forfeited—— —— 
    Outstanding as of March 31, 2025
    1,842,192$13.65 6.3$1,462 
    Vested and exercisable as of March 31, 2025
    1,691,504$14.05 6.3$1,005 

    The Company recognized stock-based compensation expense related to stock options of $0.2 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 the Company had unrecognized stock-based
    12

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    compensation of $0.2 million related to unvested stock options that is expected to be recognized over an estimated weighted-average period of approximately 0.7 years.

    Restricted stock units: A summary of the Company’s restricted stock units (“RSUs”) activity for the three months ended March 31, 2025 was as follows:

    SharesWeighted- Average Grant Date Fair Value
    Unvested as of December 31, 2024
    1,824,128$3.15 
    Granted25,8749.95 
    Vested(123,316)3.51 
    Forfeited(87,651)3.14 
    Unvested as of March 31, 2025
    1,639,035$3.23 

    The Company recognized stock-based compensation related to RSUs of $1.0 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, total unrecognized compensation expense related to RSUs was $4.0 million, which will be recognized over a weighted-average vesting period of approximately 2.4 years.

    Performance stock units: A summary of the Company’s performance stock units (“PSUs”) activity for the three months ended March 31, 2025 was as follows:

    SharesWeighted-Average Grant Date Fair Value
    Unvested as of December 31, 2024
    76,556$3.41 
    Granted—— 
    Vested(26,176)3.33 
    Forfeited—— 
    Unvested as of March 31, 2025
    50,380$3.45 

    The Company recognized stock-based compensation related to PSUs of $23 thousand and $37 thousand for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, total unrecognized compensation expense related to PSUs was $27 thousand, which will be recognized over a weighted-average vesting period of approximately 1.1 years.

    Employee Stock Purchase Plan: On July 20, 2021, the Company established the OppFi Inc. 2021 Employee Stock Purchase Plan (“ESPP”). As of March 31, 2025, the maximum aggregate number of shares of Class A Common Stock that may be issued under the ESPP was 1,892,787 and may consist of authorized but unissued or reacquired shares of Class A Common Stock.

    As of March 31, 2025 and December 31, 2024, there were 391,581 and 361,292 shares of the Company’s Class A Common Stock purchased under the ESPP, respectively. As of March 31, 2025 and December 31, 2024, ESPP employee payroll contributions of $0.3 million and $0.1 million, respectively, are included within accrued expenses on the consolidated balance sheets. Payroll contributions accrued as of March 31, 2025 will be used to purchase shares at the end of the ESPP offering period ending on June 30, 2025. Payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. The Company recognized ESPP compensation expense of $40 thousand and $27 thousand for the three months ended March 31, 2025 and 2024, respectively.

    Note 10. Income Taxes

    For the three months ended March 31, 2025, OppFi recorded an income tax expense of $1.7 million and reported consolidated income before income taxes of $22.0 million, resulting in a 7.5% effective income tax rate. For the three months ended March 31, 2024, OppFi recorded an income tax expense of $0.4 million and reported consolidated income before income taxes of $10.5 million, resulting in a 3.8% effective income tax rate.

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    OppFi’s effective income tax rates for the three months ended March 31, 2025 and 2024 differ from the federal statutory income tax rate of 21% primarily due to the noncontrolling interest in the Up-C partnership structure, nondeductible expenses, state income taxes, warrant liability, and discrete tax items. The warrant liability is recorded by OppFi and is a fair market value adjustment of the warrant liability and is a permanent difference between GAAP and taxable income, which impacts OppFi’s effective income tax rate. For the three months ended March 31, 2025, one discrete item was recorded of $0.1 million related to stock compensation, which decreased the effective tax rate by 0.4%. Excluding the aforementioned discrete item, the effective tax rate for the three months ended March 31, 2025 would have been 7.9%. For the three months ended March 31, 2024, two discrete items were recorded consisting of a $17 thousand expense related to a prior period adjustment based on FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” and a $45 thousand benefit related to stock compensation, which in total decreased the effective tax rate by 0.3%. Excluding the aforementioned discrete items, the effective tax rate for the three months ended March 31, 2024 would have been 4.1%.

    OppFi is subject to a 21% federal income tax rate on its activities and its distributive share of income from OppFi-LLC, as well as various state and local income taxes. As of March 31, 2025 and 2024, OppFi owned 29.3% and 17.4%, respectively, of the outstanding units of OppFi-LLC and considers appropriate tax accounting only on this portion of OppFi-LLC’s activity. Additionally, OppFi’s income tax rate varies from the 21% statutory federal income tax rate primarily due to a permanent difference related to the adjustment of the warrant liabilities recorded by OppFi. This fair value adjustment of the warrant liabilities represents a large portion of OppFi’s pre-tax book income or loss and is a permanent difference between GAAP and taxable income, which impacts OppFi’s effective income tax rate.

    As of March 31, 2025 and December 31, 2024, OppFi recorded an unrecognized tax benefit of $0.1 million and $0.1 million, respectively, related to research and development credits allocated from OppFi-LLC. ASC 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for the payment of interest and penalties as of March 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

    14

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 11. Fair Value Measurements

    Fair value on a nonrecurring basis: As of March 31, 2025 and December 31, 2024, the Company had no assets or liabilities measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances.

    Fair value measurement on a recurring basis: The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 were as follows (in thousands):

    Fair Value Measurements
    2025Level 1Level 2Level 3
    Financial assets:
    Finance receivables at fair value, excluding accrued interest and fees receivable (1)
    $435,737 $— $— $435,737 
    Financial liabilities:
    Warrant liability - Public Warrants (2)
    29,108 29,108 — — 
    Warrant liability - Private Placement Warrants (3)
    7,607 — — 7,607 
    Fair Value Measurements
    2024Level 1Level 2Level 3
    Financial assets:
    Finance receivables at fair value, excluding accrued interest and fees receivable (1)
    $455,344 $— $— $455,344 
    Financial liabilities:
    Warrant liability - Public Warrants (2)
    10,342 10,342 — — 
    Warrant liability - Private Placement Warrants (3)
    4,766 — — 4,766 
    (1) The Company primarily estimates the fair value of its installment finance receivables portfolio using discounted cash flow models that have been internally developed. The model’s inputs include, but not limited to discount rate, servicing cost, default rate and prepayment rate, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.
    (2) The fair value measurement for the Public Warrants is categorized as Level 1 due to the use of an observable market quote in an active market under the ticker OPFI WS.
    (3) The fair value of the Private Placement Warrants is measured using a Black-Scholes option-pricing model; accordingly, the fair value measurement for the Private Placement Warrants is categorized as Level 3.
    During the three months ended March 31, 2025 and 2024, there were no transfers of assets or liabilities in or out of Level 3 fair value measurements.

    The following table presents the significant assumptions used for the Company’s Private Placement Warrants as of March 31, 2025 and December 31, 2024:
    20252024
    Input$11.50 Exercise
    Price Warrants
    $15 Exercise
    Price Warrants
    $11.50 Exercise
    Price Warrants
    $15 Exercise
    Price Warrants
    Risk-free interest rate3.95 %4.00 %4.17 %4.41 %
    Expected term (years)1.3 years6.3 years1.6 years6.6 years
    Expected volatility74.50 %69.30 %47.30 %47.30 %
    Exercise price$11.50 $15.00 $11.50 $15.00 
    Fair value of warrants$2.57 $5.31 $0.91 $2.69 
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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    The following table presents the changes in the fair value of the warrant liability - Private Placement Warrants (in thousands):
    $11.50 Exercise
    Price Warrants
    $15 Exercise
    Price Warrants
    Total
    Fair value as of December 31, 2024$2,311 $2,455 $4,766 
    Change in fair value451 2,390 2,841 
    Fair value as of March 31, 2025$2,762 $4,845 $7,607 

    Financial assets and liabilities not measured at fair value: The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy as of March 31, 2025 and December 31, 2024 (in thousands):
    Fair Value Measurements
    2025Level 1Level 2Level 3
    Assets:
    Cash$57,954 $57,954 $— $— 
    Restricted cash32,814 32,814 — — 
    Accrued interest and fees receivable18,946 18,946 — — 
    Settlement receivable5,185 5,185 — — 
    Liabilities:
    Senior debt, net287,998 — — 287,998 
    Fair Value Measurements
    2024Level 1Level 2Level 3
    Assets:
    Cash$61,344 $61,344 $— $— 
    Restricted cash26,944 26,944 — — 
    Accrued interest and fees receivable18,352 18,352 — — 
    Settlement receivable2,0362,036——
    Liabilities:
    Senior debt, net318,758 — — 318,758 

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 12. Segment Reporting

    The Company operates as a single reportable segment and manages the business activities on a consolidated basis. The Company derives its revenue in the United States by offering its installment loan product.

    The Company’s Chief Executive Officer is considered to be the chief operating decision maker (“CODM”). The CODM utilizes the net income in the consolidated statements of operations to assess financial performance, allocate resources and make strategic decisions. The measure of segment assets is total assets in the consolidated balance sheets.

    The following table presents selected financial information for the three months ended March 31, 2025 and 2024 (in thousands):

    20252024
    Total revenue$140,268 $127,343 
    Charge-offs, net(48,512)(60,987)
    Net change in fair value(946)(3,115)
    Change in fair value of finance receivables(49,458)(64,102)
    Provision for credit losses on finance receivables— (27)
    Net revenue90,810 63,214 
    Expenses:
    Salaries and employee benefits13,778 15,998 
    Direct marketing costs10,288 9,512 
    Interest expense and amortized debt issuance costs10,247 11,430 
    Professional fees4,199 5,481 
    Technology costs2,961 3,058 
    Depreciation and amortization1,760 2,725 
    Payment processing fees1,630 2,086 
    Occupancy1,039 942 
    Exit costs, net(1,448)2,918 
    General, administrative and other3,864 3,780 
    Total expenses48,318 57,930 
    Income from operations42,492 5,284 
    Other (expense) income:
    Change in fair value of warrant liabilities(21,607)5,171 
    Income from equity method investment1,076 — 
    Other income80 80 
    Income before income taxes22,041 10,535 
    Income tax expense1,651 404 
    Net income20,390 10,131 
    Less: net income attributable to noncontrolling interest31,762 4,594 
    Net (loss) income attributable to OppFi Inc.$(11,372)$5,537 

    17

    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 13. Commitments, Contingencies and Related Party Transactions

    Legal contingencies: Due to the nature of its business activities, the Company is subject to extensive regulations and legal actions and is currently involved in certain legal proceedings, including class action allegations, and regulatory matters, which arise in the normal course of business. In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal proceedings and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable.

    The Company has received inquiries from certain agencies and states on its lending compliance, the validity of the bank partnership model, and its ability to facilitate the servicing of bank originated loans. Management is confident that its lending practices and the bank partnership structure, in addition to the Company’s technologies, services, and overall relationship with its bank partners, complies with state and federal laws. However, the inquiries are still in process and the outcome is unknown at this time.

    The Company is vigorously defending all legal proceedings and regulatory matters. Except as described below, management does not believe that the resolution of any currently pending legal proceedings and regulatory matters will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

    On March 7, 2022, the Company filed a complaint for declaratory and injunctive relief (“Complaint”) against the Commissioner (in her official capacity) of the Department of Financial Protection and Innovation of the State of California (“Defendant”) in the Superior Court of the State of California, County of Los Angeles, Central Division (“Court”). The Complaint seeks a declaration that the interest rate caps set forth in the California Financing Law, as amended by the Fair Access to Credit Act, a/k/a AB 539 (“CFL”), do not apply to loans that are originated by the Company’s federally-insured state-chartered bank partners and serviced through the Company’s technology and service platform pursuant to a contractual arrangement with each such bank (“Program”). The Complaint further seeks injunctive relief against the Defendant, preventing the Defendant from enforcing interest rate caps under the CFL against the Company based on activities related to the Program. On April 8, 2022, the Defendant filed a cross-complaint against the Company attempting to enforce the CFL against the Company and, among other things, void loans that are originated by the Company’s federally-insured state-chartered bank partners through the Program in California and seek financial penalties against the Company. On October 17, 2022, the Company filed a cross-complaint against the Defendant seeking declaratory relief for issuing an underground regulation to determine the “true lender” under the CFL without complying with California’s Administrative Procedures Act. On January 30, 2023, the Defendant filed a motion for a preliminary injunction seeking to enjoin the Company from providing services to FinWise in connection with loans made to California consumers to the extent that such loans are in excess of California’s interest rate caps. On September 26, 2023, the Court sustained the Defendant’s demurrer to the Company’s cross-complaint with leave to amend. On October 26, 2023, the Company filed its amended cross-complaint. On October 30, 2023, the Defendant’s motion for preliminary injunction was denied. On November 27, 2023, the Defendant filed her answer to the Company’s cross-complaint. On January 22, 2024, the Company’s Motion to Compel Further Discovery Responses from the DFPI was granted, and as such, the Company is currently in the process of obtaining additional information and documents. Both the DFPI and the Company are actively participating in discovery. The Company intends to continue to aggressively prosecute the claims set forth in the Complaint and vigorously defend itself and its position as the matter proceeds through the court process. The Company believes that the Defendant’s position is without merit as explained in the Complaint.

    On July 20, 2023, a stockholder filed a putative class action complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0737) on behalf of a purported class of Company stockholders naming certain of FGNA’s former directors and officers and its controlling stockholder, FG New America Investors, LLC (the “Sponsor”), as defendants. The lawsuit alleges that the defendants breached their fiduciary duties to the stockholders of FGNA stemming from FGNA’s merger with OppFi-LLC and that the defendants were unjustly enriched. The lawsuit seeks, among other relief, unspecified damages, redemption rights, and attorneys’ fees. On February 7, 2025, the complaint was amended to name Todd Schwartz, the Company’s Executive Chairman and Chief Executive Officer, Theodore Schwartz, a director of the Company, Schwartz Capital Group, the Company’s former Chief Executive Officer and a former investment banker of the Company, alleging such parties aided and abetted the breaches of the previously named defendants. The Company is not a party to the lawsuit. The Company and OppFi-LLC are obligated to indemnify certain of the defendants in the action. The Company and OppFi-LLC have tendered defense of this action under their respective directors’ and officers' insurance policies. Due to the early stage of this case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined.

    Related party transactions: In connection with the Business Combination, OppFi entered into the Tax Receivable Agreement with the Members and the Members’ Representative (the “Tax Receivable Agreement”). The Tax Receivable Agreement provides for payment to the Members of 90% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained OppFi Units for Class A Common Stock or cash. During the three months ended March 31, 2025, OppFi made payments to the Members pursuant to the Tax Receivable Agreement totaling $1.0 million.

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 14. Concentration of Credit Risk

    Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of finance receivables. As of March 31, 2025, consumers living primarily in Texas, Florida and Virginia made up approximately 13%, 11% and 11%, respectively, of the Company’s portfolio of finance receivables. As of March 31, 2025, there were no other states that made up more than 10% or more of the Company’s portfolio of finance receivables. As of December 31, 2024, consumers living primarily in Texas, Florida and Virginia made up approximately 14%, 11%, and 11%, respectively, of the Company’s portfolio of finance receivables. Furthermore, such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas. The Company is also exposed to a concentration of credit risk inherent in providing alternate financing programs to borrowers who cannot obtain traditional bank financing.

    Note 15. Retirement Plan

    The Company sponsors a 401(k) retirement plan (“401(k) Plan”) for its employees. Full time employees (except certain non-resident aliens) and others, as defined in the plan document, who are age 21 and older are eligible to participate in the 401(k) Plan. The 401(k) Plan participants may elect to contribute a portion of their eligible compensation to the 401(k) Plan. The Company has elected a matching contribution up to 4% on eligible employee compensation. The Company’s contribution, which is included in salaries and employee benefits in the consolidated statements of operations, totaled $0.3 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.

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    OppFi Inc. and Subsidiaries
    Notes to Consolidated Financial Statements (Unaudited)
    Table of Contents
    Note 16. (Loss) Earnings Per Share

    The following table sets forth the computation of basic and diluted (loss) earnings per share for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data):

    20252024
    Numerator:
    Net (loss) income attributable to OppFi Inc.$(11,372)$5,537 
    Net (loss) income available to Class A common stockholders - Basic(11,372)5,537 
    Net income attributable to noncontrolling interest— 4,594 
    Income tax expense— (1,081)
    Net (loss) income available to Class A common stockholders - Diluted$(11,372)$9,050 
    Denominator:
    Weighted-average Class A common stock outstanding - Basic23,691,76919,205,427
    Effect of dilutive securities:
       Stock options——
       Restricted stock units—562,950
       Performance stock units—76,928
       Warrants——
       Employee stock purchase plan——
       Retained OppFi Units, excluding Earnout Units—66,398,193
       Dilutive potential common shares—67,038,071
    Weighted-average units outstanding - diluted23,691,76986,243,498
    (Loss) earnings per share:
    Basic$(0.48)$0.29 
    Diluted$(0.48)$0.10 

    The following table presents securities that have been excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive for the three months ended March 31, 2025 and 2024:

    20252024
    Public Warrants13,352,242 11,887,500 
    $11.50 Exercise Price Warrants1,074,620 2,539,437 
    $15 Exercise Price Warrants912,500 912,500 
    Stock Options1,842,192 1,842,192 
    Restricted stock units1,640,161 1,653,319 
    Performance stock units50,380 115,563 
    Employee stock purchase plan units10,077 — 
    Noncontrolling interest - Earnout Units (1)
    — 25,500,000 
    Noncontrolling interest - OppFi Units62,698,935 — 
    Potential common stock81,581,107 44,450,511 
    (1) Earnout Units were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to July 21, 2024, the three (3) year anniversary of the closing date of the Company’s business combination. Accordingly, on such date the Earnout Units were forfeited.

    Note 17. Subsequent Events

    The Company has evaluated the impact of events that have occurred through the date these financial statements were issued and has not identified any subsequent events that required disclosure.
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    ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Form 10-Q and our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 11, 2025 (“2024 Annual Report”), for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.
    OVERVIEW

    OppFi Inc. (“OppFi” and, collectively with its subsidiaries, the “Company”) is a leading tech-enabled digital finance platform that works with banks to provide financial products and services for everyday Americans. Through a transparent and responsible platform, which includes financial inclusion and excellent customer experience, the Company supports consumers who are turned away by mainstream options to build better financial health. OppLoans by OppFi maintains a 4.5/5.0 star rating on Trustpilot with more than 4,900 reviews, making the Company one of the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC (“Bitty”), a credit access company that offers revenue-based financing and other working capital solutions to small businesses.

    OppFi’s primary mission is to facilitate financial inclusion and credit access to the 60 million everyday Americans who face credit insecurity through unwavering commitment to its customers, who benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFi benefit from its turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers.

    OppFi’s primary products are offered by its OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan facilitated by OppFi is approximately $1,750, payable in installments and with an average contractual term of 11 months.

    HIGHLIGHTS

    Our financial results as of and for the three months ended March 31, 2025 are summarized below:
    •Net income of $20.4 million for the three months ended March 31, 2025, an increase of $10.3 million from $10.1 million for the three months ended March 31, 2024;
    •Basic and diluted loss per common share of $0.48 and $0.48, respectively, for the three months ended March 31, 2025;
    •Adjusted net income (“Adjusted Net Income”)(1) of $33.8 million for the three months ended March 31, 2025, an increase of $25.0 million from $8.8 million for the three months ended March 31, 2024;
    •Adjusted earnings per share (“Adjusted EPS”)(1) of $0.38 for the three months ended March 31, 2025, an increase of $0.28 from $0.10 for the three months ended March 31, 2024;
    •Total revenue increased 10.1% to $140.3 million from $127.3 million for the three months ended March 31, 2025 and 2024, respectively;
    •Net originations increased 15.7% to $189.2 million from $163.5 million for the three months ended March 31, 2025 and 2024, respectively; and
    •Ending receivables increased 9.5% to $406.6 million from $371.4 million as of March 31, 2025 and 2024, respectively.

    (1) Adjusted EPS and Adjusted Net Income are not prepared in accordance with the United States Generally Accepted Accounting Principles (“GAAP”). For information regarding our uses and definitions of these measures and for reconciliations to the most directly comparable United States GAAP measures, see the section titled “Non-GAAP Financial Measures” below.



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    Table of Contents         
    KEY PERFORMANCE METRICS

    We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the three months ended March 31, 2025 and 2024. Percentages presented are calculated from the underlying whole-dollar amounts.

    Total Net Originations

    We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. Loans are considered to be originated when the contract is signed with the prospective borrower. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.

    The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations with respect to which the Company ultimately purchased a receivable from bank partners), and percentage of net originations by new loans for the three months ended March 31, 2025 and 2024 (in thousands):
    Three Months Ended March 31,Change
    20252024$%
    Total net originations$189,168 $163,496 $25,672 15.7 %
    Total retained net originations$168,963 $152,512 $16,451 10.8 %
    Percentage of net originations by new loans36.6 %42.3 %N/A(13.4)%

    Total net originations increased to $189.2 million for the three months ended March 31, 2025 from $163.5 million for the three months ended March 31, 2024. The 15.7% increase was a result of increased demand from returning customers and improvements to our credit model driving higher issuance for our refinance and returning customers. Total retained net originations increased to $169.0 million for the three months ended March 31, 2025, from $152.5 million for the three months ended March 31, 2024. The 10.8% increase was a result of the growth in total net originations, partially offset by the growth in the percentage of loans retained by our bank partners.

    Total net originations of new loans as a percentage of total loans decreased to 36.6% for the three months ended March 31, 2025 from 42.3% for the three months ended March 31, 2024. The decrease was a result of increased demand from returning customers and improvements to our credit model driving higher issuance for our refinance and returning customers.

    Ending Receivables

    Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of March 31, 2025 and 2024 (in thousands):

    As of March 31,Change
    20252024$%
    Ending receivables$406,579 $371,386 $35,193 9.5 %

    Ending receivables increased to $406.6 million as of March 31, 2025 from $371.4 million as of March 31, 2024. The 9.5% increase was primarily driven by a higher balance to start the year, higher retained net originations, and lower gross charge-offs for the period.

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    Average Yield

    Average yield represents total revenue from the period as a percent of average receivables and is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. The following table presents average yield for the three months ended March 31, 2025 and 2024:

    Three Months Ended March 31,Change
    20252024%
    Average yield, annualized135.8 %129.5 %4.8 %

    Average yield increased to 135.8% for the three months ended March 31, 2025 from 129.5% for the three months ended March 31, 2024. The 4.8% increase was driven by a decrease in delinquent loans in the portfolio that were not accruing interest throughout the period as well as an increase in the average statutory rate due to the introduction of pricing initiatives throughout 2024.

    Net Charge-Offs as a Percentage of Total Revenue and Net Charge-Offs as a Percentage of Average Receivables

    Net charge-offs as a percentage of total revenue and net charge-offs as a percentage of average receivables represent total charge-offs from the period less recoveries as a percentage of total revenue and as a percentage of average receivables. Net charge-offs as a percentage of average receivables is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. Our charge-off policy is based on a review of delinquent finance receivables on a loan-by-loan basis. Finance receivables are charged off at the earlier of the time when accounts reach 90 days past due on a recency basis, when we receive notification of a customer bankruptcy, or when finance receivables are otherwise deemed uncollectible.

    The following table presents net charge-offs as a percentage of total revenue and as an annualized percentage of average receivables for the three months ended March 31, 2025 and 2024:

    Three Months Ended March 31,Change
    20252024%
    Net charge-offs as % of total revenue34.6 %47.9 %(27.8)%
    Net charge-offs as % of average receivables, annualized47.0 %62.0 %(24.3)%

    Net charge-offs as a percentage of total revenue decreased to 34.6% for the three months ended March 31, 2025 from 47.9% for the three months ended March 31, 2024. The decrease was a result of a higher yielding portfolio for the reasons discussed above in “Average Yield” combined with both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs in the period. Net charge-offs as a percentage of average receivables decreased to 47.0% for the three months ended March 31, 2025 from 62.0% for the three months ended March 31, 2024. The decrease was a result of both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs in the period.

    Auto-Approval Rate

    Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-approval) divided by the total number of loans approved. The following table presents auto approval rate for the three months ended March 31, 2025 and 2024:

    Three Months Ended March 31,Change
    20252024%
    Auto-approval rate78.6 %73.4 %7.1 %

    Auto-approval rate increased to 78.6% for the three months ended March 31, 2025 from 73.4% for the three months ended March 31, 2024. The increase was driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.
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    RESULTS OF OPERATIONS
    Comparison of the three months ended March 31, 2025 and 2024

    The following table presents our consolidated results of operations for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

    Three Months Ended March 31,Change
    (Unaudited)20252024$%
    Interest and loan related income$139,118 $126,279 $12,839 10.2 %
    Other revenue1,150 1,064 86 8.1 
         Total revenue140,268 127,343 12,925 10.1 
    Change in fair value of finance receivables(49,458)(64,102)14,644 (22.8)
    Provision for credit losses on finance receivables— (27)27 (100.0)
         Net revenue90,810 63,214 27,596 43.7 
    Expenses:
    Sales and marketing8,479 8,177 302 3.7 
    Customer operations11,409 11,363 46 0.4 
    Technology, products, and analytics7,444 9,779 (2,335)(23.9)
    General, administrative, and other10,739 17,181 (6,442)(37.5)
         Total expenses before interest expense38,071 46,500 (8,429)(18.1)
    Interest expense10,247 11,430 (1,183)(10.4)
         Total expenses48,318 57,930 (9,612)(16.6)
         Income from operations42,492 5,284 37,208 704.1 
    Change in fair value of warrant liabilities(21,607)5,171 (26,778)(517.8)
    Income from equity method investment1,076 — 1,076 — 
    Other income80 80 — — 
         Income before income taxes22,041 10,535 11,506 109.2 
    Income tax expense1,651 404 1,247 308.5 
         Net income20,390 10,131 10,259 101.3 
    Less: net income attributable to noncontrolling interest31,762 4,594 27,168 591.3 
         Net (loss) income attributable to OppFi Inc.$(11,372)$5,537 $(16,909)(305.4)%
    (Loss) earnings per share attributable to OppFi Inc.:
    (Loss) earnings per common share:
         Basic$(0.48)$0.29 
         Diluted$(0.48)$0.10 
    Weighted average common shares outstanding:
         Basic23,691,76919,205,427
         Diluted23,691,76986,243,498










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    Total Revenue

    Total revenue consists mainly of revenue earned from interest on finance receivables from outstanding loans based on the interest method. We also earn revenue from referral fees related primarily to our “Turn-Up” program, which represented 0.2% of total revenue for the three months ended March 31, 2025.

    Total revenue increased by $12.9 million, or 10.1%, to $140.3 million for the three months ended March 31, 2025 from $127.3 million for the three months ended March 31, 2024. The increase was due to higher average receivables balances throughout the period, a higher average statutory rate for the loans in the portfolio, and stronger payment activity driving a higher yield on the balances.

    Change in Fair Value of Finance Receivables

    Change in fair value consists of gross charge-offs incurred in the period on the installment finance receivables, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $49.5 million for the three months ended March 31, 2025, which was comprised of $59.2 million of gross charge-offs and a negative fair value adjustment of $0.9 million, offset by $10.6 of recoveries, down from $64.1 million for the three months ended March 31, 2024, which was comprised of $69.5 million of gross charge-offs and a negative fair value adjustment of $3.1 million, offset by $8.5 million of recoveries. The fair value adjustment for the three months ended March 31, 2025 had a negative impact due to the decrease in receivables over the period with a relatively flat fair value mark.

    Net Revenue

    Net revenue is equal to total revenue less the change in fair value of, and provision for credit losses on, finance receivables. Net revenue increased by $27.6 million, or 43.7%, to $90.8 million for the three months ended March 31, 2025 from $63.2 million for the three months ended March 31, 2024. This increase was due to both the increase in total revenue and the decrease in change in fair value of, and provision for credit losses on, finance receivables.

    Expenses

    Expenses includes costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and other general and administrative expenses.

    Expenses decreased by $9.6 million, or 16.6%, to $48.3 million for the three months ended March 31, 2025 from $57.9 million for the three months ended March 31, 2024. The decrease in expenses was primarily driven by lower salary expense resulting from continued headcount efficiency efforts, lower interest expense resulting from paying down debt and rate decreases throughout 2024, lower professional fees, and lower capitalized technology amortization expense. The decrease was partially offset by higher direct marketing spend resulting from higher overall issuance and testing in higher cost marketing channels. Expenses as a percent of total revenue decreased from 45.5% to 34.4% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

    Income from Operations

    Income from operations is the difference between net revenue and expenses. Income from operations increased by $37.2 million to $42.5 million for the three months ended March 31, 2025 from income from operations of $5.3 million for the three months ended March 31, 2024. This increase was driven by higher total revenue, lower change in fair value and provision for credit losses on finance receivables, and lower expenses as a result of the reasons stated above.

    Change in Fair Value of Warrant Liabilities

    The fair value of warrant liabilities increased by $21.6 million and decreased by $5.2 million for the three months ended March 31, 2025 and 2024, respectively. The increase is largely attributed to the increase in the share price of OppFi’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), over the period.





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    Income from Equity Method Investment

    On July 31, 2024, OppFi acquired 35% of the outstanding equity securities of Bitty. OppFi determined that it does not have a controlling financial interest in Bitty, but does exercise significant influence, and therefore the investment was accounted for under the equity method. OppFi’s proportionate share of Bitty’s earnings was $1.1 million for the three months ended March 31, 2025.

    Other Income

    Other income totaled $0.1 million for the three months ended March 31, 2025 and $0.1 million for the three months ended March 31, 2024. Other income for both periods was comprised of $0.1 million in income related to the Company subleasing one floor of its office space.

    Income Before Income Taxes

    Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income. Income before income taxes increased by $11.5 million, or 109.2%, to $22.0 million for the three months ended March 31, 2025 from $10.5 million for the three months ended March 31, 2024 for the reasons stated above.

    Income Tax Expense

    OppFi recorded a provision for income taxes of $1.7 million for the three months ended March 31, 2025 and $0.4 million for the three months ended March 31, 2024. This increase is largely attributed to OppFi Inc.’s increasing ownership in OppFi-LLC.

    Net Income

    Net income is the difference between income before income taxes and income tax expense. Net income increased by $10.3 million to $20.4 million for the three months ended March 31, 2025 from net income of $10.1 million for the three months ended March 31, 2024 for the for the reasons stated above.

    Net (Loss) Income Attributable to OppFi Inc.

    Net loss attributable to OppFi Inc. was $11.4 million for the three months ended March 31, 2025, down from net income attributable to OppFi Inc. of $5.5 million for the three months ended March 31, 2024. As a result of the Company’s Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to its status as a public company, and the change in fair value of warrant liabilities. For the three months ended March 31, 2025, income from economic interest was $12.5 million, offset by loss due to change in fair value of warrant liabilities of $21.6 million, income tax expense of $1.7 million, and general and administrative expense of $0.6 million, for net loss attributable to OppFi Inc. of $11.4 million. For the three months ended March 31, 2024, income from economic interest was $0.9 million and gain from change in fair value of warrant liabilities was $5.2 million, partially offset by income tax expense of $0.4 million and general and administrative expense of $0.2 million, for net income attributable to OppFi Inc. of $5.5 million.

    Diluted (Loss) Earnings per Share

    For the three months ended March 31, 2025, the Company’s outstanding shares of Class V Voting Stock were excluded in computing diluted loss per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of the Company’s Class V Voting Stock are assumed to be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock as of the beginning of the period. For the three months ended March 31, 2024, the Company’s outstanding shares of Class V Voting Stock were included in computing diluted earnings per share as the inclusion of theses shares had a dilutive effect under the if-converted method.


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    CONDENSED BALANCE SHEETS

    Comparison as of March 31, 2025 and December 31, 2024

    The following table presents our condensed balance sheet as of March 31, 2025 and December 31, 2024 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

    (Unaudited)Change
    March 31, 2025December 31, 2024$%
    Assets
    Cash and restricted cash$90,768 $88,288 $2,480 2.8 %
    Finance receivables at fair value454,683 473,696 (19,013)(4.0)
    Equity method investment18,503 19,194 (691)(3.6)
    Other assets76,118 59,993 16,125 26.9 
    Total assets$640,072 $641,171 $(1,099)(0.2)%
    Liabilities and stockholders’ equity
    Accounts payable and accrued expenses$32,924 $33,290 $(366)(1.1)%
    Other liabilities45,671 39,802 5,869 14.7 
    Total debt287,998 318,758 (30,760)(9.7)
    Warrant liabilities36,715 15,108 21,607 143.0 
    Total liabilities403,308 406,958 (3,650)(0.9)
    Total stockholders’ equity236,764 234,213 2,551 1.1 
    Total liabilities and stockholders’ equity$640,072 $641,171 $(1,099)(0.2)%

    Total cash and restricted cash increased by $2.5 million as of March 31, 2025 primarily driven by free cash flow generation, partially offset by the pay down of the remainder of the term loan. Finance receivables at fair value decreased by $19.0 million as of March 31, 2025 mainly driven by lower origination volume and higher payment activity due to seasonality. Equity method investment decreased by $0.7 million as of March 31, 2025 mainly due to cash distributions from Bitty. Other assets increased by $16.1 million as of March 31, 2025 mainly due to an increase in the deferred tax asset of $6.3 million, an increase in the settlement receivable of $3.1 million, an increase in property, equipment, and software of $2.6 million, and an increase in capitalized debt issuance costs of $2.2 million, partially offset by a decrease in the operating lease right of use asset of $0.6 million.

    Accounts payable and accrued expenses decreased by $0.4 million as of March 31, 2025 driven by a decrease in accrued expenses of $1.4 million and an increase in accounts payable of $1.1 million. Other liabilities increased by $5.9 million as of March 31, 2025 driven by an increase in the tax receivable agreement liability of $6.3 million, partially offset by a decrease in the operating lease liability of $0.5 million. Total debt decreased by $30.8 million as of March 31, 2025 driven primarily by the $29.9 million pay down of the remainder of the term loan. Warrant liabilities increased by $21.6 million as of March 31, 2025 due to the increase in the valuation of the warrants correlated with the increase in the share price of OppFi’s Class A Common Stock. Total stockholders’ equity increased by $2.6 million as of March 31, 2025 driven by net income, stock-based compensation, and the deferred tax asset, partially offset by distributions to members of OppFi-LLC, payments to the members of OppFi-LLC pursuant to the Tax Receivable Agreement, and common stock dividend declared but not paid.

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    NON-GAAP FINANCIAL MEASURES

    We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBT, Adjusted Net Income, and Adjusted EPS can provide useful measures for period-to-period comparisons of our business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP measures, should not be considered an alternative to any measure of financial performance calculated and presented in accordance with GAAP, and may not be comparable to the non-GAAP financial measures of other companies.

    Adjusted EBT and Adjusted Net Income

    Adjusted EBT is a non-GAAP measure defined as our GAAP net income adjusted to eliminate the effect of certain items as shown below, including income tax expense, other income, change in fair value of warrant liabilities, and other adjustments, net. Adjusted Net Income is a non-GAAP measure defined as our Adjusted EBT less pro forma taxes for comparison purposes. We believe that Adjusted EBT and Adjusted Net Income are important measures because they allow management, investors, and our Board to evaluate and compare our operating results from period-to-period by making the adjustments described below.

    Adjusted EBT and Adjusted Net Income exclude certain expenses that are required in accordance with GAAP because they are non-recurring items (such as severance), non-cash expenditures (such as changes in the fair value of warrant liabilities and expenses related to stock compensation), or are not related to our underlying business performance. We believe these adjustments provide investors with a comparative view of expenses that the Company expects to incur on an ongoing basis.

    The following table presents reconciliations of non-GAAP financial measures for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

    Comparison of the three months ended March 31, 2025 and 2024

    (In thousands, except share and per share data)Three Months Ended March 31,Change
    (Unaudited)20252024$%
    Net income$20,390 $10,131 $10,259 101.3 %
    Income tax expense1,651 404 1,247 308.5 
    Other income(80)(80)— — 
    Change in fair value of warrant liabilities21,607 (5,171)26,778 517.8 
    Other adjustments, net(a)
    609 6,203 (5,594)(90.2)
    Adjusted EBT44,177 11,487 32,690 284.6 
    Less: pro forma taxes(b)
    10,360 2,706 7,654 282.9 
    Adjusted net income$33,817 $8,781 $25,036 285.1 %
    Adjusted earnings per share$0.38 $0.10 
    Weighted average diluted shares outstanding87,991,69886,243,498
    (a) For the three months ended March 31, 2025, other adjustments, net of $0.6 million included $1.3 million in expenses related to stock compensation, $0.3 million in expenses related to severance, $0.3 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the three months ended March 31, 2024, other adjustments, net of $6.2 million included a $2.9 million expense related to OppFi Card’s exit activities, $1.0 million in expenses related to stock compensation, $0.8 million in expenses related to severance, $0.8 million in expenses related to corporate development, and $0.7 million in expenses related to legal matters. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
    (b) Assumes a tax rate of 23.45% for the three months ended March 31, 2025 and 23.56% for the three months ended March 31, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.





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    Adjusted Earnings Per Share

    Adjusted EPS is defined as adjusted net income divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding and includes the impact of dilutive securities, such as restricted stock units, performance stock units, and stock options. The earnout units were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to July 21, 2024, the third anniversary of the closing date of the Company’s business combination. Accordingly, on such date the earnout units and associated Class V Voting Stock were forfeited. We believe that presenting Adjusted EPS is useful to investors and others because, due to the Company’s Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of the Company’s outstanding shares of common stock, which are Class V Voting Stock, and Diluted EPS calculated on a GAAP basis excludes dilutive securities, including Class V Voting Stock, restricted stock units, performance stock units, and stock options, in any periods in which their inclusion would have an antidilutive effect. Shares of the Company’s Class V Voting Stock may be exchanged, together with OppFi Units, into shares of the Company’s Class A Common Stock. Adjusted EPS therefore presents the Company’s Adjusted Net Income on a per share basis based on the shares of the Company’s common stock that would be issued but for, and can be issued as a result of, the Company’s Up-C structure.

    The following tables present reconciliations of non-GAAP financial measures for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

    Comparison of the three months ended March 31, 2025 and 2024

    Three Months Ended March 31,
    (Unaudited)20252024
    Weighted average Class A common stock outstanding23,691,76919,205,427
    Weighted average Class V voting stock outstanding62,698,93591,898,193
    Elimination of earnouts at period end—(25,500,000)
    Dilutive impact of restricted stock units1,341,739562,950
    Dilutive impact of performance stock units62,37776,928
    Dilutive impact of stock options196,878—
    Weighted average diluted shares outstanding87,991,69886,243,498

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    (In thousands, except share and per share data)Three Months Ended
    March 31, 2025
    Three Months Ended
    March 31, 2024
    (Unaudited)$Per Share$Per Share
    Weighted average diluted shares outstanding87,991,698 86,243,498 
    Net income$20,390 $0.23 $10,131 $0.12 
    Income tax expense1,651 0.02404 —
    Other income(80)—(80)—
    Change in fair value of warrant liabilities21,607 0.25(5,171)(0.06)
    Other adjustments, net(a)
    609 0.016,203 0.07
    Adjusted EBT44,177 0.5011,487 0.13
    Less: pro forma taxes(b)
    10,360 0.122,706 0.03
    Adjusted net income$33,817 $0.38 $8,781 $0.10 
    (a) For the three months ended March 31, 2025, other adjustments, net of $0.6 million included $1.3 million in expenses related to stock compensation, $0.3 million in expenses related to severance, $0.3 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the three months ended March 31, 2024, other adjustments, net of $6.2 million included a $2.9 million expense related to OppFi Card’s exit activities, $1.0 million in expenses related to stock compensation, $0.8 million in expenses related to severance, $0.8 million in expenses related to corporate development, and $0.7 million in expenses related to legal matters. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
    (b) Assumes a tax rate of 23.45% for the three months ended March 31, 2025 and 23.56% for the three months ended March 31, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.
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    LIQUIDITY AND CAPITAL RESOURCES

    To date, the funds received from operating income and our ability to obtain lending commitments have provided the liquidity necessary for us to fund our operations.

    Maturities of our financing facilities are staggered over four years to help minimize refinance risk.

    The following table presents our unrestricted cash and undrawn debt as of March 31, 2025 and December 31, 2024 (in thousands):

    March 31,December 31,
    20252024
    Unrestricted cash$57,954 $61,344 
    Undrawn debt$237,002 $206,242 

    As of March 31, 2025, OppFi had $58.0 million in unrestricted cash, a decrease of $3.4 million from December 31, 2024. As of March 31, 2025, OppFi had an additional $237.0 million of unused debt capacity under its financing facilities for future availability, representing a 45% overall undrawn capacity, an increase from $206.2 million as of December 31, 2024. The increase in undrawn debt was driven primarily by using excess cash to pay down debt on our term loan and adding an additional $50 million in capacity to one of our revolving lines of credit. Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $90.8 million, OppFi had approximately $615.8 million in funding capacity as of March 31, 2025.

    OppFi believes that its unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet its liquidity needs, including repayment of the current portion of its debt as it becomes due, for at least the next 12 months from the date of this Quarterly Report. The Company’s future capital requirements will depend on multiple factors, including its revenue growth, aggregate receivables balance, interest expense, working capital requirements, cash provided by and used in operating, investing and financing activities and capital expenditures.

    To the extent OppFi’s unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy its liquidity needs in the future, the Company may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to the Company, if at all. If the Company is unable to raise additional capital when needed, its results of operations and financial condition could be materially and adversely impacted.

    CASH FLOWS

    The following table presents cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2025 and 2024 (in thousands):

    (In thousands, except % change)Three Months Ended March 31,Change
    (Unaudited)20252024$%
    Net cash provided by operating activities$83,740 $74,427 $9,313 12.5  %
    Net cash used in investing activities(34,241)(18,005)(16,236)90.2 
    Net cash used in financing activities(47,019)(41,644)(5,375)12.9 
    Net increase in cash and restricted cash$2,480 $14,778 $(12,298)(83.2)  %

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    Operating Activities

    Net cash provided by operating activities was $83.7 million for the three months ended March 31, 2025. This was an increase of $9.3 million when compared to net cash provided by operating activities of $74.4 million for the three months ended March 31, 2024, mainly due to higher net income.

    Investing Activities

    Net cash used in investing activities was $34.2 million for the three months ended March 31, 2025. This was an increase of $16.2 million when compared to net cash used in investing activities of $18.0 million for the three months ended March 31, 2024, mainly due to higher finance receivables originated and acquired and capitalization of technology development expenses, partially offset by higher finance receivables repaid and recovered.

    Financing Activities

    Net cash used in financing activities was $47.0 million for the three months ended March 31, 2025. This was an increase of $5.4 million when compared to net cash used in financing activities of $41.6 million for the three months ended March 31, 2024, primarily due to an increase in distributions to members of OppFi-LLC and payments for debt issuance costs.


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    FINANCING ARRANGEMENTS

    Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements (Unaudited) in Part I, Item 1 of this Quarterly Report on Form 10-Q. The following is a summary of OppFi’s outstanding borrowings as of March 31, 2025 and December 31, 2024, including borrowing capacity as of March 31, 2025 (in thousands):

    BorrowingMarch 31,December 31,Interest Rate as ofMaturity
    PurposeBorrower(s)Capacity20252024March 31, 2025Date
    Senior debt, net
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche B)$— $— $84,500 SOFRplus6.75%June 2026(1)
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche C)62,500 46,875 62,500 SOFRplus7.75%February 2029
    Revolving line of creditOpportunity Funding SPE V, LLC (Tranche D)237,500 113,125 — SOFRplus7.30%February 2029
    Revolving line of creditOpportunity Funding SPE IX, LLC (Castlelake)150,000 75,000 85,871 SOFRplus7.50%December 2026
    Revolving line of creditGray Rock SPV LLC75,000 52,998 55,957 SOFRplus7.45%October 2026
    Total revolving lines of credit525,000 287,998 288,828 
    Term loan, netOppFi-LLC— — 29,930 SOFRplus0.11%plus10.00%September 2025(2)
    Total senior debt, net$525,000 $287,998 $318,758 
    (1) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in February 2025.
    (2) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in March 2025.


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    CRITICAL ACCOUNTING ESTIMATES

    There have been no material changes to the information on critical accounting estimates in our 2024 Annual Report.

    ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

    As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
    ITEM 4.    CONTROLS AND PROCEDURES
    Evaluation of Disclosure Controls and Procedures

    Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

    Changes in Internal Control Over Financial Reporting

    There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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    PART II. OTHER INFORMATION

    ITEM 1.    LEGAL PROCEEDINGS

    See “Legal contingencies” of Note 13 to the Consolidated Financial Statements (Unaudited) in Part I, Item 1 of this Quarterly Report on Form 10-Q.

    ITEM 1A.    RISK FACTORS

    There have been no material changes from the Risk Factors previously disclosed in Part 1, Item 1A, of our 2024 Annual Report.

    ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

    On April 9, 2024, the Company announced that its Board of Directors had authorized a program to repurchase (“Repurchase Program”) up to $20.0 million in the aggregate of shares of Class A Common Stock. Repurchases under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions, or by other methods, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act, and other applicable legal requirements, including restrictions in the Company’s existing credit facilities. Repurchases may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1, which would permit Class A Common Stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and amount of the repurchases will depend on market conditions and other requirements. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. For each share of Class A Common Stock that the Company repurchases under the Repurchase Program, Opportunity Financial, LLC (“OppFi-LLC”), the Company’s direct subsidiary, will redeem one Class A common unit of OppFi-LLC held by the Company, decreasing the percentage ownership of OppFi-LLC by the Company and relatively increasing the ownership by the other Members. The Repurchase Program will expire in April 2027. There was no repurchase activity during the first quarter of 2025. As of March 31, 2025, $16.4 million of the repurchase authorization under the Repurchase Program remained available.

    ITEM 3.     DEFAULTS UPON SENIOR SECURITIES 

    None.

    ITEM 4.    MINE SAFETY DISCLOSURES

    Not applicable.

    ITEM 5.     OTHER INFORMATION 

    Securities Trading Plans of Directors and Executive Officers

    On March 10, 2025, Ms. Pamela Johnson, the Company’s Chief Financial Officer, adopted a trading arrangement for the sale of the Company’s Class A Common Stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Rule 10b5-1 Trading Plan provides for the sale of up to 55,270 shares of Class A Common Stock pursuant to the terms of the Rule 10b5-1 Trading Plan beginning in June 2025 and ending in March 2026.

    On March 11, 2025, Mr. Greg Zeeman, a member of the Company’s Board of Directors, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Rule 10b5-1 Trading Plan provides for the sale of up to 50,000 shares of Class A Common Stock pursuant to the terms of the Rule 10b5-1 Trading Plan beginning in June 2025 and ending in April 2026.

    With the exception of Ms. Johnson and Mr. Zeeman, during the quarter ended March 31, 2025, no other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption and termination of a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.
    35

    Table of Contents         
    ITEM 6.    EXHIBITS
    Exhibit NumberDescription
    10.1†+*
    Second Amended and Restated Revolving Credit Agreement, dated February 13, 2025, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, OppWin BPI, LLC, the Lenders party thereto, and Midtown Madison Management LLC.
    10.2†*
    Amendment No. 5 to Revolving Credit Agreement, dated January 24, 2025, by and among Opportunity Financial, LLC, Opportunity Funding SPE IX, LLC, the other credit parties and guarantors thereto, UMB Bank, N.A., as administrative agent and collateral agent, Randolph Receivables LLC, as Castlelake Representative, and the lenders party thereto.
    10.3†*
    Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement, dated February 24, 2025, by and among Opportunity Financial, LLC, Opportunity Funding SPE V LLC, OppWin, LLC, OppWin BPI, LLC, the Lenders party thereto, and Midtown Madison Management LLC.
    31.1*
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    31.2*
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    32.1**
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    32.2**
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    101.INS*
    Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
    101.SCH*Inline XBRL Taxonomy Extension Schema Document
    101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
    101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
    101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
    101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
    104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
    ___________________________
    † Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item (601)(b)(10).
    + Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
    * Filed herewith.
    ** Furnished herewith.




    36

    Table of Contents         
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    Date: May 8, 2025
    OppFi Inc.
    By:/s/ Pamela D. Johnson
    Pamela D. Johnson
    Chief Financial Officer (Principal Financial and Accounting Officer)






    37
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