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What changed in OppFi Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OppFi Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+496 added−521 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-11)

Top changes in OppFi Inc.'s 2025 10-K

496 paragraphs added · 521 removed · 396 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

79 edited+17 added−18 removed106 unchanged
Biggest changeIn order to build and maintain these proprietary, innovative and secure products, OppFi commits substantial resources to identifying, employing, and retaining talented and mission-driven technology-focused professionals and engineers. OppFi believes that its platform architecture and the talent retained to continually evolve provides OppFi with a competitive edge over its more traditional credit competitors.
Biggest changeOppFi has begun testing LOLA and expects the platform to enhance funnel performance, increase automated approvals improve operational efficiency, better integrate core systems, and reduce cycle times over time, once deployed. In order to build, maintain and evolve these proprietary, innovative and secure products, OppFi commits substantial resources to identifying, employing, and retaining talented and mission-driven technology-focused professionals and engineers.
If no alternative credit options are available with an APR of less than 36%, the application is processed through OppFi’s underwriting platform which utilizes machine learning, bank-approved, proprietary algorithms. This process is designed to allow for maximum value and benefit to be realized by all parties. • Loan flexibility .
If no alternative credit options are available with an APR of less than 36.0%, the application is processed through OppFi’s underwriting platform which utilizes machine learning, bank-approved, proprietary algorithms. This process is designed to allow for maximum value and benefit to be realized by all parties. • Loan flexibility .
If no alternative credit options are available with an APR of less than 36%, the application is processed through OppFi’s underwriting platform which utilizes machine learning, bank-approved, proprietary algorithms. This process is designed to allow for maximum value and benefit to be realized by all parties.
If no alternative credit options are available with an APR of less than 36.0%, the application is processed through OppFi’s underwriting platform which utilizes machine learning, bank-approved, proprietary algorithms. This process is designed to allow for maximum value and benefit to be realized by all parties.
If a borrower with an outstanding loan qualifies for SCRA protection the interest rate on their loan (including most fees) will be reduced to 6% for the duration of the borrower’s active duty. During this period, any interest holder in the loan will not receive the difference between 6% and the loan’s original interest rate.
If a borrower with an outstanding loan qualifies for SCRA protection the interest rate on their loan (including most fees) will be reduced to 6.0% for the duration of the borrower’s active duty. During this period, any interest holder in the loan will not receive the difference between 6.0% and the loan’s original interest rate.
These protections include: a limit on the Military Annual Percentage Rate of 36%, certain required disclosures before origination, a prohibition on charging prepayment penalties and a prohibition on arbitration agreements and certain other loan agreement terms. As part of the services OppFi provides, OppFi ensures compliance with the requirements of the Military Lending Act, where applicable.
These protections include: a limit on the Military Annual Percentage Rate of 36.0%, certain required disclosures before origination, a prohibition on charging prepayment penalties and a prohibition on arbitration agreements and certain other loan agreement terms. As part of the services OppFi provides, OppFi ensures compliance with the requirements of the Military Lending Act, where applicable.
OppFi collects and calculates more than 500 attributes on loan applications for use in underwriting decisions. These attributes are based on data from credit bureaus, bank transactions and loan applications. Using this information, OppFi generates a proprietary score in combination with scores generated from third party providers.
OppFi collects and calculates more than 500 attributes on loan applications for use in credit decisions. These attributes are based on data from credit bureaus, bank transactions and loan applications. Using this information, OppFi generates a proprietary score in combination with scores generated from third party providers.
After an application is submitted, the OppFi TurnUp Program helps eligible applicants find more affordable credit options by checking the market voluntarily on their behalf for sub-36% APR products offered by third-party lenders through other platforms.
After an application is submitted, the OppFi TurnUp Program helps eligible applicants find more affordable credit options by checking the market voluntarily on their behalf for sub-36.0% APR products offered by third-party lenders through other platforms.
These requirements apply to bank partners for loans facilitated through its platform as well as to OppFi as a service provider that assists in the process. OppFi abides by policies and procedures implemented by its bank partners to comply with ECOA’s provisions prohibiting discouragement and discrimination.
These requirements apply to bank partners for loans facilitated through OppFi’s platform as well as to OppFi as a service provider that assists in the process. OppFi abides by policies and procedures implemented by its bank partners to comply with ECOA’s provisions prohibiting discouragement and discrimination.
There are a variety of programs in place in order to prevent customers from entering delinquency at all, including: • no prepayment penalties; • borrower’s assistance program allowing customers to remain in good standing regardless of payment status and reduce accrued interest if they are affected by natural and/or man-made disasters, such as a pandemic (including COVID-19); • temporary and permanent hardship programs for customers experiencing longer-term inability to pay, such as job loss; and • One-time payment deferment to end of loan term. • Social impact relationships.
There are a variety of programs in place in order to prevent customers from entering delinquency at all, including: • no prepayment penalties; • borrower’s assistance program allowing customers to remain in good standing regardless of payment status and reduce accrued interest if they are affected by natural and/or man-made disasters, such as a pandemic; • temporary and permanent hardship programs for customers experiencing longer-term inability to pay, such as job loss; and • One-time payment deferment to end of loan term. • Social impact relationships .
The United States Supreme Court ruled in May 2024 that the funding mechanism of the CFPB was constitutional and the court remanded the case to the Fifth Circuit. The Fifth Circuit Court of Appeals then denied a request by the CFSA to hold a rehearing and clarified that the rule will go into effect on March 30, 2025.
The United States Supreme Court ruled in May 2024 that the funding mechanism of the CFPB was constitutional and the court remanded the case to the Fifth Circuit. The Fifth Circuit Court of Appeals then denied a request by the CFSA to hold a rehearing and clarified that the rule would go into effect on March 30, 2025.
OppFi’s ongoing compliance program seeks to comply with these requirements. State Licensing/Registration OppFi holds licenses, registrations, and similar filings so that OppFi can conduct business, including providing referral services and origination assistance to lenders on its platform and servicing and collecting loans, in all states and the District of Columbia where its activities require such licensure, registration or filing.
OppFi’s ongoing compliance program seeks to comply with these requirements. 16 Table of Contents State Licensing/Registration OppFi holds licenses, registrations, and similar filings so that OppFi can conduct business, including providing referral services and origination assistance to lenders on its platform and servicing and collecting loans, in all states and the District of Columbia where its activities require such licensure, registration or filing.
State licensing statutes impose a variety of requirements and restrictions, including: • record-keeping requirements; • restrictions on collection and servicing practices; • requirements governing electronic payments, transactions, signatures and disclosures; • examination requirements; • surety bond and minimum net worth requirements; • financial reporting requirements; • notification requirements for changes in principal officers, stock ownership or corporate control; and 17 Table of Contents • restrictions on advertising and other loan solicitation activity, as well as restrictions on loan referral or similar practices.
State licensing statutes impose a variety of requirements and restrictions, including: • record-keeping requirements; • restrictions on collection and servicing practices; • requirements governing electronic payments, transactions, signatures and disclosures; • examination requirements; • surety bond and minimum net worth requirements; • financial reporting requirements; • notification requirements for changes in principal officers, stock ownership or corporate control; and • restrictions on advertising and other loan solicitation activity, as well as restrictions on loan referral or similar practices.
Company Overview OppFi is a tech-enabled, mission-driven specialty finance platform that broadens the reach of community banks to extend credit access to everyday Americans. Through transparency, responsible lending, financial inclusion, and an excellent customer experience, the Company supports consumers, who are turned away by mainstream options, to build better financial health.
ITEM 1. BUSINESS Company Overview OppFi is a tech-enabled, mission-driven specialty finance platform that broadens the reach of community banks to extend credit access to everyday Americans. Through transparency, responsible lending, financial inclusion, and an excellent customer experience, the Company supports consumers, who are turned away by mainstream options, to build better financial health.
Loans through the OppFi platform are typically used to finance items such as car repairs, medical bills, housing costs, and education expenses. This flexibility helps foster loyalty as customers receive the help they need and the opportunity to rebuild their credit, with the goal of ultimately graduating to other credit products. • Customer Advocates.
Loans through the OppFi platform are typically used to finance items such as car repairs, medical bills, housing costs, and education expenses. This flexibility helps foster loyalty as customers receive the 7 Table of Contents help they need and the opportunity to rebuild their credit, with the goal of ultimately graduating to other credit products. • Customer Advocates .
Small Dollar Loan Rule In 2017, the CFPB issued a rule regulating small dollar loans which applies to lenders (such as our bank partners) making covered loans, defined as: (i) consumer loans with a term of 45 days or less; (ii) longer-term consumer balloon payment loans; and (iii) consumer loans that exceed 45 days in term with a “cost of credit” that exceeds 36% APR in which the lender obtains a leveraged payment mechanism (i.e., the lender has the right to transfer money from a consumer’s account).
Small Dollar Loan Rule In 2017, the CFPB issued a rule regulating small dollar loans which applies to lenders (such as our bank partners) making covered loans, defined as: (i) consumer loans with a term of 45 days or less; (ii) longer-term consumer balloon payment loans; and (iii) consumer loans that exceed 45 days in term with a “cost of credit” that exceeds 36.0% APR in which the lender 15 Table of Contents obtains a leveraged payment mechanism (i.e., the lender has the right to transfer money from a consumer’s account).
OppFi and its bank partners have a permissible purpose for obtaining credit reports on potential borrowers, and OppFi also obtains explicit consent from borrowers to obtain such reports. As part of its loan servicing activities, OppFi accurately reports loan payment and delinquency information to appropriate consumer reporting agencies.
OppFi and its bank partners have a permissible purpose for obtaining credit reports on potential borrowers, and OppFi also obtains explicit consent 12 Table of Contents from borrowers to obtain such reports. As part of its loan servicing activities, OppFi accurately reports loan payment and delinquency information to appropriate consumer reporting agencies.
OppFi’s primary mission is to facilitate financial inclusion and credit access to the 60 million everyday Americans who face credit insecurity, through its products and an unwavering commitment to its customers.
OppFi’s primary mission is to facilitate financial inclusion and credit access to the 48 million everyday Americans who face credit insecurity, through its products and an unwavering commitment to its customers.
Each share of Class V Voting Stock entitles OFS to one vote per share at any annual or special meeting of the stockholders of OppFi, voting together with the holders of Class A Common Stock as a single class, but the shares of Class V Voting Stock do not entitle OFS to any economic rights in OppFi. 4 Table of Contents The following diagram illustrates the ownership structure of OppFi as of December 31, 2024.
Each share of Class V Voting Stock entitles OFS to one vote per share at any annual or special meeting of the stockholders of OppFi, voting together with the holders of Class A Common Stock as a single class, but the shares of Class V Voting Stock do not entitle OFS to any economic rights in OppFi. 5 Table of Contents The following diagram illustrates the ownership structure of OppFi as of December 31, 2025.
These inbound calls are prioritized and routed to the appropriate team member based on delinquency status and customer request. When capacity exists, OppFi also outbound dials delinquent customers. The dialing strategy and pace prioritizes 8 Table of Contents customers by delinquency ordered least to most delinquent while also maximizing Customer Advocate efficiency to ensure high service levels for inbound calls.
These inbound calls are prioritized and routed to the appropriate team member based on delinquency status and customer request. When capacity exists, OppFi also outbound dials delinquent customers. The dialing strategy and pace prioritizes customers by delinquency ordered least to most delinquent while also maximizing Customer Advocate efficiency to ensure high service levels for inbound calls.
Additionally, as OppFi serves consumers across the United States without brick-and-mortar stores, OppFi does not have any costs associated with physical stores and the personnel needed to operate them. Bank Partner Model Bank partners use the OppFi platform to provide loan products to consumers where OppFi facilitates the process and the loan products are funded directly by the bank.
Additionally, as OppFi serves consumers across the United States without brick-and-mortar stores, OppFi does not have any costs associated with physical stores and the personnel needed to operate them. 8 Table of Contents Bank Partner Model Bank partners use the OppFi platform to provide loan products to consumers where OppFi facilitates the process and the loan products are funded directly by the bank.
In addition, the FTC Telemarketing Sales Rule implements the FTC’s Do-Not-Call Registry and imposes numerous other requirements and limitations in connection with telemarketing. OppFi’s policies address the requirements of the TCPA as well as FTC Telemarketing Sales Rule and other laws limiting telephone outreach.
In addition, the FTC Telemarketing Sales Rule implements the FTC’s Do-Not-Call Registry and imposes numerous other requirements and limitations in connection with telemarketing. OppFi’s policies address the requirements of the TCPA as well as FTC Telemarketing Sales Rule and other laws 14 Table of Contents limiting telephone outreach.
It is possible the rule, when enforced, could impact OppFi’s business or require it to obtain additional borrower consents or make additional disclosures on behalf of its bank partners.
It is possible the rule, when and if actually enforced, could impact OppFi’s business or require it to obtain additional borrower consents or make additional disclosures on behalf of its bank partners.
For example, the Consumer Financial Protection Bureau (“CFPB”) has regulatory and enforcement authority over OppFi and the Federal Trade Commission has jurisdiction to investigate aspects of its business, including with respect to marketing practices. The Dodd-Frank Act, as well as many state statutes, provide a mechanism for the CFPB and state attorneys general to investigate OppFi.
For example, the CFPB has regulatory and enforcement authority over OppFi and the Federal Trade Commission has jurisdiction to investigate aspects of its business, including with respect to marketing practices. The Dodd-Frank Act, as well as many state statutes, provide a mechanism for the CFPB and state attorneys general to investigate OppFi.
OppFi exclusively utilized a bank partner model throughout the year ending December 31, 2024. The bank partner model leverages OppFi’s marketing and servicing expertise and the banks’ broad national presence to facilitate credit access in 40 states, as of December 31, 2024.
OppFi exclusively utilized a bank partner model throughout the year ended December 31, 2025. The bank partner model leverages OppFi’s marketing and servicing expertise and the banks’ broad national presence to facilitate credit access in 40 states, as of December 31, 2025.
On October 2, 2020, FGNA completed its IPO. On the Closing Date, the Business Combination with OppFi was consummated, resulting in the combined company being organized in an “Up-C” structure, and FGNA as the registrant changed its name to “OppFi Inc.” OppFi is headquartered in Chicago, Illinois.
On the Closing Date, the Business Combination with OppFi was consummated, resulting in the combined company being organized in an “Up-C” structure, and FGNA as the registrant changed its name to “OppFi Inc.” OppFi is headquartered in Chicago, Illinois.
OFS 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.
OppFi Shares, LLC, a Delaware limited liability company (“OFS”), 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.
Unlike larger institutions, smaller firms often lack many of the resources needed to fund and develop effective platform digitization. OppFi believes the performance of its platform through the COVID-19 pandemic has given OppFi’s existing and prospective bank partners important new data points to underpin their growing confidence in our solution.
Unlike larger institutions, smaller firms often lack many of the resources needed to fund and develop effective platform digitization. OppFi believes the performance of its platform through diverse macroeconomic cycles has given OppFi’s existing and prospective bank partners important data points to underpin their growing confidence in our solution.
Similarly, 42% of households have less than one month of savings, with 22% of total households having less than two weeks of savings. OppFi facilitates credit access to historically underserved consumers.
Similarly, 42.3% of households have less than one month of savings, with 21.7% of total households having less than two weeks of savings. OppFi facilitates credit access to historically underserved consumers.
After the approximately five-minute application process submitted through OppFi’s fully digital platform, consumers typically receive quick credit decisions. Approximately 92.5% of all credit decisions were automated in the year ended December 31, 2024. • Same-day funding service . OppFi offers a same-day funding service in collaboration with its partner banks.
After the approximately five-minute application process submitted through OppFi’s fully digital platform, consumers typically receive quick credit decisions. Approximately 93.7% of all credit decisions were automated during the year ended December 31, 2025. • Same-day funding service . OppFi offers a same-day funding service in collaboration with its partner banks.
In addition, approximately 69.5% of loans originated on the OppFi platform were derived through key strategic partners who are compensated with a negotiated fixed unit price per loan funded or fixed percent of principal dollars funded. Approximately 3.9% of loans originated on the OppFi platform were sourced from direct mail marketing channels.
In addition, approximately 80.6% of new loans originated on the OppFi platform were derived through key strategic partners who are compensated with a negotiated fixed unit price per loan funded or fixed percent of principal dollars funded. Approximately 3.7% of loans originated on the OppFi platform were sourced from direct mail marketing channels.
As of December 31, 2024, OppFi owned approximately 25.6% of the OppFi Units 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.
As of December 31, 2025, OppFi owned approximately 31.7% of the OppFi Units and controls OppFi-LLC as its sole manager 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 (the “Members”).
The proprietary score determines the exact loan terms to be offered to an applicant by the applicable bank partner. OppFi’s platform offers consumers a streamlined application experience that is simple, easy and transparent. Approximately 92.5% of underwriting decisions on the OppFi platform were automated during the year ended December 31, 2024.
The proprietary score determines the exact loan terms to be offered to an applicant by the applicable bank partner. OppFi’s platform offers consumers a streamlined application experience that is simple, easy and transparent. Approximately 93.7% of credit decisions on the OppFi platform were automated during the year ended December 31, 2025.
Banks and other credit providers, which have historically played a substantial role in consumer credit markets, have often been slow to adapt to digital adoption among consumers. There are approximately 4,600 Federal Deposit Insurance Corporation (“FDIC”) insured institutions, many of which have legacy technology and lack sufficient mobile solutions in today’s digital era.
Banks and other credit providers, which have historically played a substantial role in consumer credit markets, have often been slow to adapt to digital adoption among consumers. There are approximately 4,400 FDIC insured institutions, many of which have legacy technology and lack sufficient mobile solutions in today’s digital era.
For additional information about its intellectual property and associated risks, see the section titled “Risk Factors-Risks Related to OppFi’s Business and Industry.” Employees and Human Capital OppFi believes it has built something very special in terms of its company culture. Building a great place to work for the best talent was a priority for OppFi from day one.
For additional information about its intellectual property and associated risks, see the section titled “Risk Factors-Risks Related to OppFi’s Business and Industry.” 17 Table of Contents Employees and Human Capital OppFi has built a special company culture. Building a great place to work for the best talent was a priority for OppFi from day one.
Each Retained OppFi Unit held by the Members may be exchanged, subject to certain conditions, for either one share of Class A Common Stock or, at the election of OppFi, in its capacity as the sole manager of OppFi-LLC, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (the “Exchange Rights”).
Each Retained OppFi Unit held by the Members may be exchanged, subject to certain conditions, for either one share of Class A Common Stock or, at the election of OppFi, in its capacity as the sole manager of OppFi-LLC, the cash equivalent of the market value of one share of Class A Common Stock, pursuant to the terms and conditions of the OppFi-LLC A&R LLCA (the “Exchange Rights”).
It also has supervisory and examination powers over certain providers of consumer financial products and services, including large banks, payday lenders, “larger participants” in certain financial services markets defined by CFPB regulation, and non-bank entities determined to present a risk to consumers after notice and an opportunity to respond. The CFPB has imposed restrictions on lending practices.
It also has supervisory and examination powers over certain providers of consumer financial products and services, including large banks, payday lenders, “larger participants” in 13 Table of Contents certain financial services markets defined by CFPB regulation, and non-bank entities determined to present a risk to consumers after notice and an opportunity to respond.
TILA also imposes requirements on the terms of credit card accounts, and the process of originating and servicing such accounts. 12 Table of Contents Equal Credit Opportunity Act The Equal Credit Opportunity Act, or ECOA, and Regulation B, which implements it, prohibits creditors from discriminating against credit applicants on the basis of race, color, sex, age (provided that the applicant has the capacity to enter into a binding contract), religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program, or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act or certain state laws.
Equal Credit Opportunity Act The Equal Credit Opportunity Act, or ECOA, and Regulation B, which implements it, prohibits creditors from discriminating against credit applicants on the basis of race, color, sex, age (provided that the applicant has the capacity to enter into a binding contract), religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program, or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act or certain state laws.
The CFPB also issued a second final rule on debt collection focused on consumer disclosures on December 18, 2020, which also took effect on November 30, 2021. OppFi uses its internal collection team and professional third-party debt collection agents to collect delinquent accounts.
In addition, on October 30, 2020, the CFPB issued a final rule implementing requirements of the FDCPA and a second final rule on debt collection focused on consumer disclosures on December 18, 2020, which took effect on November 30, 2021. OppFi uses its internal collection team and professional third-party debt collection agents to collect delinquent accounts.
Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”) and equivalent foreign authorities. OppFi’s AML compliance program includes policies, procedures, reporting protocols, and internal controls, including the designation of an AML compliance officer, and is designed to address these legal and regulatory requirements and to assist in managing risk associated with money laundering and terrorist financing.
OppFi’s AML compliance program includes policies, procedures, reporting protocols, and internal controls, including the designation of an AML compliance officer, and is designed to address these legal and regulatory requirements and to assist in managing risk associated with money laundering and terrorist financing.
OppFi believes it competes favorably based on the following competitive factors: • Brand recognition and trust; • Compelling loan offers from bank partners to consumers; • Automated and user-friendly loan application process; • Combination of technology and customer acquisition for bank partners; • Constantly improving models; • Cloud-native, multi-tenant architecture; and • Robust and diverse loan funding program. 11 Table of Contents Available Information Our website address is www.oppfi.com.
OppFi believes it competes favorably based on the following competitive factors: • Brand recognition and trust; • Compelling loan offers from bank partners to consumers; • Automated and user-friendly loan application process; • Combination of technology and customer acquisition for bank partners; • Constantly improving models; • Cloud-native, multi-tenant architecture; and • Robust and diverse loan funding program.
By way of example, in California the DFPI is considered a “mini-CFPB” agency, because it seeks to emulate the CFPB with respect to its enforcement and supervisory capabilities as well as require additional state registration for certain covered persons.
By way of example, in California the California Department of Financial Protection and Innovation (“DFPI”) 11 Table of Contents is considered a “mini-CFPB” agency, because it seeks to emulate the CFPB with respect to its enforcement and supervisory capabilities as well as require additional state registration for certain covered persons.
OppFi and its bank partners are subject to the CFPB’s enforcement authority. The CFPB may request reports concerning OppFi’s organization, business conduct, markets and activities.
The CFPB has imposed restrictions on lending practices. OppFi and its bank partners are subject to the CFPB’s enforcement authority. The CFPB may request reports concerning OppFi’s organization, business conduct, markets and activities.
More broadly, according to a report published by the CFPB in 2024, 43% of families in the US face difficulty paying bills or expenses, with 33% of total families facing said difficulties five or more times within a 12-month period.
More broadly, according to a report published by the Consumer Financial Protection Bureau (“CFPB”) in 2024, 42.9% of families in the US face difficulty paying bills or expenses, with 33% of total families facing said difficulties five or more times within a 12-month period.
For the year ended December 31, 2024, approximately 20.9% of loans originated on the OppFi platform were generated by search engine optimization, email marketing, and customer referrals.
For the year ended December 31, 2025, approximately 15.7% of new loans originated on the OppFi platform were generated by search engine optimization, email marketing, and customer referrals.
OppFi has implemented an AML program designed to prevent its platform from being used to facilitate money laundering, terrorist financing, and other illicit activity. OppFi’s AML program is designed to prevent its platform from being used to facilitate money laundering and from conducting business in countries, or with persons or entities, included on designated lists promulgated by the U.S.
OppFi has implemented an AML program designed to prevent its platform from being used to facilitate money laundering, terrorist financing, and other illicit activity, and from conducting business in countries, or with persons or entities, included on designated lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”) and equivalent foreign authorities.
OppFi believes this approach allows it to focus on higher quality, lower cost customer acquisition while maximizing reach and enhancing awareness of OppFi’s platform. OppFi continues to invest in new marketing channels, which it believes will provide OppFi with further competitive advantages and support its ongoing growth. Commitment to Customer Service OppFi is nationally recognized for its exceptional customer service.
OppFi’s mix of new and refinanced loans also impacts its average acquisition cost. OppFi believes this approach allows it to focus on higher quality, lower cost customer acquisition while maximizing reach and enhancing awareness of OppFi’s platform. OppFi continues to invest in new marketing channels, which it believes will provide OppFi with further competitive advantages and support its ongoing growth.
In a recent study published by the CFPB, 39% of credit applicants were turned down or did not receive as much credit as was applied for and 27% of consumers were discouraged completely from applying for credit with the worry that they would be turned down.
In a 2024 study published 6 Table of Contents by the CFPB, 38.5% of credit applicants were turned down or did not receive as much credit as was applied for and 26.9% of consumers were discouraged completely from applying for credit with the worry that they would be turned down.
OppFi’s bank partner FinWise began originating loans on the OppFi platform in January 2018, OppFi’s bank partner FEB began originating loans on the OppFi platform in May 2020 and OppFi’s bank partner CCB began originating loans on the OppFi platform in October 2020. 9 Table of Contents OppFi has entered into separate agreements with each of its three bank partners.
OppFi’s bank partners are FinWise Bank (FinWise), First Electronic Bank (FEB), and Capital Community Bank (CCB) and began originating loans on the OppFi platform in January 2018, May 2020 and October 2020, respectively. OppFi has entered into separate agreements with each of its three bank partners.
For instance, in April 2019, the FTC announced a settlement with an another online platform in connection with claims concerning alleged unfair or deceptive practices regarding methods for making payments, crediting payments, paying off loans in full, and taking unauthorized payments, and alleged violations of the Telemarketing Sales Rule, and the Electronic Fund Transfer Act relating to the methods consumers could use to make loan payments. 14 Table of Contents Electronic Fund Transfer Act and NACHA Rules The federal Electronic Fund Transfer Act, or EFTA, provides guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts.
For instance, in April 2019, the FTC announced a settlement with another online platform in connection with claims concerning alleged unfair or deceptive practices regarding methods for making payments, crediting payments, paying off loans in full, and taking unauthorized payments, and alleged violations of the Telemarketing Sales Rule, and the Electronic Fund Transfer Act relating to the methods consumers could use to make loan payments.
See the section titled “Risk Factors” for more information about recent case law developments. State Disclosure and Lending Practice Requirements The loans originated on OppFi’s platform by its bank partners may be subject to state laws and regulations that impose requirements related to loan disclosures and terms, credit discrimination, credit reporting, debt collection, and unfair or deceptive business practices.
State Disclosure and Lending Practice Requirements The loans originated on OppFi’s platform by its bank partners may be subject to state laws and regulations that impose requirements related to loan disclosures and terms, credit discrimination, credit reporting, debt collection, and unfair or deceptive business practices.
Proprietary, Data Driven Decisioning and Risk Models OppFi’s underwriting platform takes a holistic approach to evaluating potential customers across traditional, nontraditional, banking history, and income/employment data to make decisions on each credit application. The models ignore traditional credit scores, instead relying on internally developed scoring and analytics to identify the creditworthiness of each application.
Proprietary, Data Driven Decisioning and Risk Models OppFi’s underwriting platform takes a holistic approach to evaluating potential customers across traditional, nontraditional, banking history, and income/employment data to make individualized decisions on each credit application.
OppFi also seeks to evaluate and test new products or features that can increase its reach to the 60 million U.S. consumers that face credit insecurity. OppFi is evaluating corporate development opportunities to diversify its overall business by potentially acquiring businesses in adjacent categories, inclusive of new customer types and new products that fit OppFi’s mission.
OppFi also seeks to evaluate and test new products or features that can increase its reach to the 48 million everyday Americans who are underbanked and currently lack traditional options. OppFi is evaluating corporate development opportunities to diversify its overall business by potentially acquiring businesses in adjacent categories, inclusive of new customer types and new products that fit OppFi’s mission.
Following the Closing, OppFi is organized in 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, and OppFi’s only direct assets consist of Class A common units of OppFi-LLC (“OppFi Units”).
Corporate Structure OppFi’s corporate structure following the closing of the Business Combination (the “Closing”) is commonly referred to as an “Up-C” structure whereby substantially all of the assets and the business of the Company are held by OppFi-LLC, and OppFi’s only direct assets consist of Class A common units of OppFi-LLC (“OppFi Units”).
While its internal servicing team is not subject to the formal requirements of the FDCPA in most cases, OppFi has established policies intended to substantially comply with the collection practice requirements under the FDCPA as a means of complying with more general UDAAP/UDAP standards. 13 Table of Contents Privacy and Data Security Laws The federal Gramm-Leach-Bliley Act, or GLBA, and Regulation P, which implements it, includes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information, requires financial institutions to provide consumers with an opportunity to opt out of information sharing with certain nonaffiliated third parties, and requires financial institutions to provide privacy policies with disclosures concerning the collection and use of nonpublic personal information as well as with respect to information sharing practices with affiliated and unaffiliated entities.
Privacy and Data Security Laws The federal Gramm-Leach-Bliley Act, or GLBA, and Regulation P, which implements it, includes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information, requires financial institutions to provide consumers with an opportunity to opt out of information sharing with certain nonaffiliated third parties, and requires financial institutions to provide privacy policies with disclosures concerning the collection and use of nonpublic personal information as well as with respect to information sharing practices with affiliated and unaffiliated entities.
OppFi has not experienced any work stoppages, and OppFi considers its relations with its employees to be good. Corporate Information FGNA was incorporated in the State of Delaware on June 24, 2020 as a special purpose acquisition company under the name FG New America Acquisition Corp. OppFi-LLC is a Delaware limited liability company formed on December 3, 2015.
Corporate Information FGNA was incorporated in the State of Delaware on June 24, 2020 as a special purpose acquisition company under the name FG New America Acquisition Corp. OppFi-LLC is a Delaware limited liability company formed on December 3, 2015. On October 2, 2020, FGNA completed its IPO.
The OppFi platform is a mobile-optimized online application where eligible applicants, at their request, are able to opt into the OppFi TurnUp Program. This program helps these applicants find more affordable credit options by checking the market voluntarily on their behalf for sub-36% annual percentage rate, or APR, products offered by third-party lenders through other platforms.
This program helps these applicants find more affordable credit options by checking the market voluntarily on their behalf for sub-36.0% annual percentage rate, or APR, products offered by third-party lenders through other platforms.
OppFi continuously works to improve customer satisfaction by evaluating information from website analytics, customer surveys and Customer Advocate feedback. OppFi’s teams receive training on a regular basis and are monitored for quality assurance.
Customers and non-customers can use both platforms to learn about building credit and budgeting, as well as how to better manage finances. OppFi continuously works to improve customer satisfaction by evaluating information from website analytics, customer surveys and Customer Advocate feedback. OppFi’s teams receive training on a regular basis and are monitored for quality assurance.
Payments are reported to the three major credit bureaus. OppFi’s dedication to borrowers is further evidenced by the OppFi TurnUp Program, which is described below and most importantly, by its strong customer satisfaction ratings. 5 Table of Contents OppFi’s platform provides one of the highest rated customer experiences in the industry and powers banks to offer credit products.
OppFi’s dedication to borrowers is further evidenced by the OppFi TurnUp Program, which is described below and most importantly, by its strong customer satisfaction ratings. OppFi’s platform provides one of the highest rated customer experiences in the industry and powers banks to offer credit products. Customers on OppFi’s platform benefit from a highly automated, transparent, efficient, and fully digital experience.
OppFi expects to accelerate profitable growth by driving core product volume, serving more non-prime consumers with strategic marketing and credit enhancements, and expanding into new customer and product types via acquisitions such as its strategic acquisition of an equity interest in Bitty Holdings, LLC (“Bitty”), a small business credit access company, in 2024.
OppFi expects to accelerate profitable growth by driving core product volume, serving more non-prime consumers with strategic marketing and credit enhancements, and expanding into new customer and product types via acquisitions such as its strategic acquisition of an equity interest in Bitty Holdings, LLC (“Bitty”), a small business credit access company, in 2024. 10 Table of Contents Competition Consumer lending is a vast and competitive market, and the OppFi platform competes in varying degrees with all other sources of unsecured consumer credit, including banks, non-bank lenders (including retail-based lenders) and digital specialty finance platforms.
In connection with such accounts, TILA requires the provision of certain solicitation and account-opening disclosures.
In connection with such accounts, TILA requires the provision of certain solicitation and account-opening disclosures. TILA also imposes requirements on the terms of credit card accounts, and the process of originating and servicing such accounts.
Many non-bank lenders and lenders through financial technology platforms utilize non-FICO based alternative methods to determine creditworthiness. Applicants are evaluated based on metrics such as consistency of income, types of previous loans, previous repayment patterns and employment status, among many others.
Applicants are evaluated based on metrics such as consistency of income, types of previous loans, previous repayment patterns and employment status, among many others.
OppFi maintained a 4.5/5.0 star rating on Trustpilot with more than 4,800 reviews, making OppLoans one of the top consumer-rated financial platforms online, and an A+ rating from the Better Business Bureau (BBB), as of December 31, 2024. In addition, OppFi has a Net Promoter Score (NPS) of 78 for the year ended December 31, 2024.
Commitment to Customer Service OppFi is nationally recognized for its exceptional customer service. OppFi maintained a 4.4/5.0 star rating on Trustpilot with more than 5,400 reviews, making OppLoans one of the top consumer-rated financial platforms online, and an A+ rating from the Better Business Bureau (BBB), as of December 31, 2025.
Unlike payday loans and similar credit products that typically do not provide transparency, fairness, and ability to repay guidelines, OppFi is dedicated to offering the best possible product and service through its platform. The average installment loan facilitated by OppFi with its OppLoans platform is approximately $1,750, payable in installments and for an average contractual term of 11 months.
Unlike payday loans and similar credit products that typically do not provide transparency, fairness, and ability to repay guidelines, OppFi is dedicated to offering the best possible product and service through its platform.
This gamified learning experience allows customers to redeem gift card rewards for completing short-form, easily digestible modules. Further, OppFi’s internal financial education initiative, OppU, provides free, standards-aligned courses intended to teach financial literacy. With OppU, both customers and non-customers can learn what it takes to build credit as well as how to budget and manage their finances.
This gamified learning experience allows customers to redeem gift card rewards for completing short- 4 Table of Contents form, easily digestible modules. Further, OppFi’s internal financial education initiative, OppU, provides free, standards-aligned courses intended to teach financial literacy.
Moreover, OppFi could decide not to permit bank partners to originate loans in that jurisdiction through its platform or its bank partners or loan investors could choose not to continue doing business with OppFi in such jurisdiction or more broadly, all of which could adversely impact OppFi’s growth There have also been recent judicial decisions that could affect the collectability of loans sold by OppFi’s bank partners after origination and the exposure of loan purchasers to potential fines or other penalties for usury violations.
Moreover, OppFi could decide not to permit bank partners to originate loans in that jurisdiction through its platform or its bank partners or loan investors could choose not to continue doing business with OppFi in such jurisdiction or more broadly, all of which could adversely impact OppFi’s growth.
OppFi maintained an A+ rating from the Better Business Bureau (BBB) and a 4.5/5.0 star rating with more than 4,800 Trustpilot reviews, as of December 31, 2024. For the years ended December 31, 2024 and 2023, total revenue was approximately $526 million and $509 million, respectively, representing period-over-period total revenue growth of approximately 3.3%.
OppFi maintained an A+ rating from the Better Business Bureau (BBB) and a 4.4/5.0 star rating with more than 5,400 Trustpilot reviews, as of December 31, 2025.
Other protections offered to servicemembers under the SCRA, including protections related to the collection of loans, do not require the servicemember to take any particular action, such as submitting military orders, to claim benefits. 15 Table of Contents Military Lending Act Under the Military Lending Act, certain members of the armed forces serving on active duty and their dependents must be identified and be provided with certain protections when becoming obligated on a consumer credit transaction.
Military Lending Act Under the Military Lending Act, certain members of the armed forces serving on active duty and their dependents must be identified and be provided with certain protections when becoming obligated on a consumer credit transaction.
Marketing costs from OppFi’s strategic partner channel are based on fixed price agreements, while marketing costs for direct mail and other direct channels can vary 10 Table of Contents based on the number of customers that ultimately apply and obtain loans. OppFi’s mix of new and refinanced loans also impacts its average acquisition cost.
OppFi has created unique capabilities to effectively identify and attract qualified customers, which supports its long-term growth objectives at target customer acquisition costs. Marketing costs from OppFi’s strategic partner channel are based on fixed price agreements, while marketing costs for direct mail and other direct channels can vary based on the number of customers that ultimately apply and obtain loans.
OppFi believes that it has achieved significant scale with the OppLoans product. As of December 31, 2024, OppFi had served more than 1.4 million unique customers since its inception. OppFi’s net promoter score (NPS) was 78 for the year ended December 31, 2024 and is reflective of its commitment to providing a best-in-class customer service experience.
OppFi’s net promoter score (NPS) was 78 for the year ended December 31, 2025 and is reflective of its commitment to providing a best-in-class customer service experience.
With its OppLoans platform, OppFi facilitates the issuance of fair, transparent, digital specialty finance products structured to rebuild financial health for the approximately 60 million U.S. consumers that face credit insecurity.
With its OppLoans platform, OppFi facilitates the issuance of fair, transparent, digital finance products structured to rebuild financial health for the approximately 48 million everyday Americans who are underbanked and currently lack traditional options.
Also, if the ability-to-pay determination is re-inserted by the CFPB, OppFi could be required to take additional actions in connection with loan transactions made on behalf of its bank partners. 16 Table of Contents State Lending Regulations State Usury Limitations Many states and territories have laws that limit the interest rate and fees that a lender may charge ( i.e. , usury laws), particularly with regard to non-bank lenders.
Also, if the ability-to-pay determination is re-inserted by the CFPB, OppFi could be required to take additional actions in connection with loan transactions made on behalf of its bank partners.
Our proxy statements and reports may also be obtained directly from the SEC's Internet website at www.sec.gov. Our website and the information contained therein or connected thereto are not incorporated into or deemed a part of this Annual Report on Form 10-K.
Our website and our social media channels, and the information contained therein or connected thereto, are not incorporated into or deemed a part of this Annual Report on Form 10-K, and all website addresses in this report are intended to be inactive textual references only.
Consumers Face Credit Insecurity, Have Non-Prime Credit, Lack Sufficient Savings, and Live Paycheck-to-Paycheck Approximately 60 million U.S. consumers face credit insecurity and are unlikely to access credit at choice, according to a study published by the Federal Reserve Bank of New York. This represents approximately 25% of the population.
Market Opportunity Significant Percentage of U.S. Consumers Face Credit Insecurity, Have Non-Prime Credit, Lack Sufficient Savings, and Live Paycheck-to-Paycheck Approximately 48 million everyday Americans are underbanked and currently lack traditional options, according to a 2023 study published by the Federal Deposit Insurance Corporation (the “FDIC”). This represents approximately 14.2% of U.S. households.
Machine learning-based risk models are custom built to effectively evaluate risk and provide customized credit product solutions for each credit application. The platform considers applicant data such as available bank balance trends, volatility of income, and bank-approved fraud scores amongst others to predict repayment ability, and leverages this with real-time Instant Bank Verification, or IBV, response data.
The platform considers numerous applicant attributes such as available bank balance 9 Table of Contents trends, volatility of income, behavioral and repayment data and bank-approved fraud scores, and integrates this information this with real-time Instant Bank Verification response data to predict repayment ability.
Some have experienced a hardship or emergency and need a loan; others are struggling to make ends meet; while others have unplanned expenses. When these consumers apply for a traditional loan through a bank, they are often rejected due to their credit score.
Customers on this platform are generally U.S. consumers, who are employed, have bank accounts, and earn median wages. Some have experienced a hardship or emergency and need a loan; others are struggling to make ends meet; while others have unplanned expenses.
The average APR for a loan facilitated on the OppLoans platform in 2024 was 163% and over the past three years has been approximately 157%. 7 Table of Contents OppLoans Platform OppFi has determined that alternative metrics outside of FICO scores can be used reliably to determine a consumer’s true ability and willingness to repay.
OppLoans Platform OppFi has determined that alternative metrics outside of FICO scores can be used reliably to determine a consumer’s true ability and willingness to repay. Many non-bank lenders and lenders through financial technology platforms utilize non-FICO based alternative methods to determine creditworthiness.
From inception through December 31, 2024, OppFi has facilitated more than $7.2 billion in gross loan issuance covering more than 4.0 million loans. OppFi’s primary product is offered by its OppLoans platform. Customers on this platform are generally U.S. consumers, who are employed, have bank accounts, and earn median wages.
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. From inception through December 31, 2025, OppFi has facilitated more than $8.6 billion in gross loan issuance covering more than 4.7 million loans. OppFi’s primary product is offered by its OppLoans platform.
Financial education is also important, which is why OppFi launched its own online portal, OppU, and collaborates with Zogo to deliver financial education through multiple platforms. Customers and non-customers can use both platforms to learn about building credit and budgeting, as well as how to better manage finances.
In addition, OppFi has a Net Promoter Score (NPS) of 78 for the year ended December 31, 2025. Financial education is also important, which is why OppFi launched its own online portal, OppU, and collaborates with Zogo to deliver financial education through multiple platforms.
As the focal point of its human capital strategy, OppFi attracts and recruits exceptionally talented, experienced and motivated employees. As of December 31, 2024, OppFi had approximately 445 full-time employees. OppFi also engages contractors and consultants as needed to support its operations. None of OppFi’s employees are represented by a labor union or subject to a collective bargaining agreement.
None of OppFi’s employees are represented by a labor union or subject to a collective bargaining agreement. OppFi has not experienced any work stoppages and considers its relations with its employees to be good.
Removed
ITEM 1. BUSINESS Unless the context otherwise requires, all references in this section to “OppFi” or the “Company” refers to Opportunity Financial, LLC (“OppFi-LLC”) and its subsidiaries prior to the consummation of the Business Combination, or to OppFi Inc. and its subsidiaries from and after the Business Combination.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe also do not currently offer a broad suite of products that bank partners or consumers may find desirable; • if we are unable to manage the risks related to new products and service offerings that we offer, our business, financial condition and results of operations could be adversely affected; • if we are unable to maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform, then our growth prospects, business, financial condition and results of operations could be adversely affected; • we rely on borrowings under our corporate and warehouse credit facilities to fund certain aspects of our operations, and any inability to meet our obligations as they come due or to comply with various covenants could harm our business; • we have entered into, and may in the future enter into, joint venture or other minority investments that could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners, and other uncertainties outside of our control; • if we fail to establish and maintain proper and effective internal controls over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in financial reporting and the trading price of our securities may decline; • it may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection; 19 Table of Contents • if loans originated by us or loans originated by our bank partners and facilitated by our platform are found to violate the laws of one or more states, whether at origination or after sale by the originating bank partner, such loans may be unenforceable or otherwise impaired, and we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; • if we are unsuccessful in preventing the California Department of Financial Protection and Innovation (“DFPI”) from enforcing 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”), against loans that are originated by our bank partners on our platform and serviced through our technology and service platform, our bank partners’ ability to originate loans on our platform in California could suffer, which could have a material adverse effect on our business, results of operations and financial condition; • if loans facilitated through our platform for one or more bank partners are subject to successful challenge that the bank partner was not the “true lender,” such loans may be unenforceable, subject to rescission, or otherwise impaired, we or other program participants may be subject to fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; • litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses; • cybersecurity attacks or technology systems failures could disrupt business operations, result in breaches of borrowers’ confidential information that we store and expose us to significant liabilities, reputational damage, loss of customers, and regulatory action; • as a holding company, our only asset is our interest in OppFi-LLC, and we depend on OppFi-LLC to pay our expenses, and based on our tax structure, we may be required to satisfy our liabilities under the Tax Receivable Agreement, which could be substantial; and • a minority share position may reduce the influence that our non-affiliate stockholders have on our management.
Biggest changeWe also do not currently offer a broad suite of products that bank partners or consumers may find desirable; • if we are unable to manage the risks related to new products and service offerings that we offer, our business, financial condition and results of operations could be adversely affected; • if we are unable to maintain diverse and robust sources of capital to fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform, then our growth prospects, business, financial condition and results of operations could be adversely affected; • we rely on borrowings under our warehouse credit facilities to fund certain aspects of our operations, and any inability to meet our obligations as they come due or to comply with various covenants in such facilities could harm our business; • if we fail to establish and maintain proper and effective internal controls over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in financial reporting and the trading price of our securities may decline; • it may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection; • we have entered into, and may in the future enter into, joint venture or other strategy or minority investments that could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners, and other uncertainties outside of our control; • if loans originated by our bank partners and facilitated by our platform are found to violate the laws of one or more states, whether at origination or after sale of participation interests by the originating bank partner, such loans may be unenforceable or otherwise impaired, and we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; • if the DFPI is successful on appeal or otherwise prevails in future proceedings against us or targeting our industry or business model, our bank partners’ ability to originate loans on our platform in California could suffer, which could have a material adverse effect on our business, results of operations and financial condition; • if loans facilitated through our platform for one or more bank partners are subject to successful challenge that the bank partner was not the “true lender,” such loans may be unenforceable, subject to rescission, or otherwise impaired, we or other program participants may be subject to fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations; • litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses; • cybersecurity attacks or technology systems failures could disrupt business operations, result in breaches of borrowers’ confidential information that we store and expose us to significant liabilities, reputational damage, loss of customers, and regulatory action; • as a holding company, our only asset is our interest in OppFi-LLC, and we depend on OppFi-LLC to pay our expenses, and based on our tax structure, we may be required to satisfy our liabilities under the Tax Receivable Agreement, which could be substantial; and • a minority share position may reduce the influence that our non-affiliate stockholders have on our management.
For example, 31 Table of Contents during periods of increased delinquencies caused by economic downturns or otherwise, it is important that our servicing personnel are proactive and consistent in contacting a borrower to bring a delinquent balance current and ultimately avoid the related loan becoming charged off, which in turn makes it extremely important that the servicing personnel are properly staffed and trained to take prompt and appropriate action.
For example, during periods of increased delinquencies caused by economic downturns or otherwise, it is important that our servicing personnel are proactive 31 Table of Contents and consistent in contacting a borrower to bring a delinquent balance current and ultimately avoid the related loan becoming charged off, which in turn makes it extremely important that the servicing personnel are properly staffed and trained to take prompt and appropriate action.
If portions of our proprietary models are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the 39 Table of Contents affected portions of our source code, re-engineer all or a portion of our model or change our business activities, any of which could negatively affect our business operations and potentially our intellectual property rights.
If portions of our proprietary models are determined to be subject to an open source license, or if the license terms for the open source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our model or change our business activities, any of which 39 Table of Contents could negatively affect our business operations and potentially our intellectual property rights.
In particular, certain laws, regulations and rules we or our bank partners are subject to include: • state lending laws and regulations that require certain parties to hold licenses or other government approvals or filings in connection with specified activities, and impose requirements related to loan disclosures and terms, fees and interest rates, credit discrimination, credit reporting, servicemember relief, debt collection, repossession, unfair or deceptive business practices and consumer protection, as well as other state laws relating to privacy, information security, conduct in connection with data breaches and money transmission; • the Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms and conditions of their loans and credit transactions, require creditors to comply with certain lending practice restrictions, limit the ability of a creditor to impose certain loan terms and impose disclosure requirements in connection with credit card origination; • the Equal Credit Opportunity Act and Regulation B promulgated thereunder, and similar state fair lending laws, which prohibit creditors from discouraging or discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act; • the Fair Credit Reporting Act and Regulation V promulgated thereunder, imposes certain obligations on users of consumer reports and those that furnish information to consumer reporting agencies, including obligations relating to obtaining consumer reports, using consumer reports, taking adverse action on the basis of information from consumer reports, addressing risks of identity theft and fraud and protecting the privacy and security of consumer reports and consumer report information; • Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service, and analogous state laws prohibiting unfair, deceptive or abusive acts or practices; 47 Table of Contents • the Credit Practices Rule which prohibits lenders from using certain contract provisions that the Federal Trade Commission has found to be unfair to consumers, requires lenders to advise consumers who co-sign obligations about their potential liability if the primary obligor fails to pay and prohibits certain late charges; • the Fair Debt Collection Practices Act and Regulation F and similar state debt collection laws, which provide guidelines and limitations on the conduct of third-party debt collectors (and some limitation on creditors collecting their own debts) in connection with the collection of consumer debts; • the Gramm-Leach-Bliley Act and Regulation P promulgated thereunder, which includes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and requires financial institutions to disclose certain privacy notices and practices with respect to information sharing with affiliated and unaffiliated entities as well as to safeguard personal borrower information, and other privacy laws and regulations; • state financial privacy laws in California, Vermont and a limited number of other states that require financial institutions to obtain opt-in consent before sharing a consumer’s nonpublic financial information with nonaffiliated third parties; • limited provisions of the California Consumer Privacy Act (CCPA), including provisions enforceable by California’s new privacy agency and its Department of Justice that require specific privacy policy disclosures and give consumers the right to opt out of the sale or sharing of personal information for certain behavioral advertising purposes, and which also includes a private right of action for negligent data breaches, all of which are subject to civil and administrative penalties and statutory damages (for private right of action) assessed on a per-consumer or per-incident basis, in addition to actual damages and injunctive relief; • the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection; • the Servicemembers Civil Relief Act, which allows military members to suspend or postpone certain civil obligations, requires creditors to reduce the interest rate to 6% on loans to military members under certain circumstances, and imposes restrictions on enforcement of loans to servicemembers, so that the military member can devote his or her full attention to military duties; • the Military Lending Act, which requires those who lend to “covered borrowers”, including members of the military and their dependents, to only offer Military APRs (a specific measure of all-in-cost-of-credit) under 36%, prohibits arbitration clauses in loan agreements, and prohibits certain other loan agreement terms and lending practices in connection with loans to military servicemembers, among other requirements, and for which violations may result in penalties including voiding of the loan agreement; • the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts, including a prohibition on a creditor requiring a consumer to repay a credit agreement in preauthorized (recurring) electronic fund transfers and disclosure and authorization requirements in connection with such transfers; • the Telephone Consumer Protection Act and the regulations promulgated thereunder, which impose various consumer consent requirements and other restrictions in connection with telemarketing activity and other communication with consumers by phone, fax or text message, and which provide guidelines designed to safeguard consumer privacy in connection with such communications; • the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Telemarketing Sales Rule and analogous state laws, which impose various restrictions on marketing conducted use of email, telephone, fax or text message; • the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations; • the Right to Financial Privacy Act and similar state laws enacted to provide the financial records of financial institution customers a reasonable amount of privacy from government scrutiny; • the Bank Secrecy Act and the USA PATRIOT Act, which relate to compliance with anti-money laundering, borrower due diligence, transaction monitoring and reporting and record-keeping policies and procedures; 48 Table of Contents • the Executive Orders and regulations promulgated by the Office of Foreign Assets Control under the U.S.
In particular, certain laws, regulations and rules we or our bank partners are subject to include: • state lending laws and regulations that require certain parties to hold licenses or other government approvals or filings in connection with specified activities, and impose requirements related to loan disclosures and terms, fees and interest rates, credit discrimination, credit reporting, servicemember relief, debt collection, repossession, unfair or deceptive business practices and consumer protection, as well as other state laws relating to privacy, information security, conduct in connection with data breaches and money transmission; • the Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms and conditions of their loans and credit transactions, require creditors to 47 Table of Contents comply with certain lending practice restrictions, limit the ability of a creditor to impose certain loan terms and impose disclosure requirements in connection with credit card origination; • the Equal Credit Opportunity Act and Regulation B promulgated thereunder, and similar state fair lending laws, which prohibit creditors from discouraging or discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act; • the Fair Credit Reporting Act and Regulation V promulgated thereunder, imposes certain obligations on users of consumer reports and those that furnish information to consumer reporting agencies, including obligations relating to obtaining consumer reports, using consumer reports, taking adverse action on the basis of information from consumer reports, addressing risks of identity theft and fraud and protecting the privacy and security of consumer reports and consumer report information; • Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service, and analogous state laws prohibiting unfair, deceptive or abusive acts or practices; • the Credit Practices Rule which prohibits lenders from using certain contract provisions that the Federal Trade Commission has found to be unfair to consumers, requires lenders to advise consumers who co-sign obligations about their potential liability if the primary obligor fails to pay and prohibits certain late charges; • the Fair Debt Collection Practices Act and Regulation F and similar state debt collection laws, which provide guidelines and limitations on the conduct of third-party debt collectors (and some limitation on creditors collecting their own debts) in connection with the collection of consumer debts; • the Gramm-Leach-Bliley Act and Regulation P promulgated thereunder, which includes limitations on financial institutions’ disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and requires financial institutions to disclose certain privacy notices and practices with respect to information sharing with affiliated and unaffiliated entities as well as to safeguard personal borrower information, and other privacy laws and regulations; • state financial privacy laws in California, Vermont and a limited number of other states that require financial institutions to obtain opt-in consent before sharing a consumer’s nonpublic financial information with nonaffiliated third parties; • limited provisions of the California Consumer Privacy Act (CCPA), including provisions enforceable by California’s new privacy agency and its Department of Justice that require specific privacy policy disclosures and give consumers the right to opt out of the sale or sharing of personal information for certain behavioral advertising purposes, and which also includes a private right of action for negligent data breaches, all of which are subject to civil and administrative penalties and statutory damages (for private right of action) assessed on a per-consumer or per-incident basis, in addition to actual damages and injunctive relief; • the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection; • the Servicemembers Civil Relief Act, which allows military members to suspend or postpone certain civil obligations, requires creditors to reduce the interest rate to 6% on loans to military members under certain circumstances, and imposes restrictions on enforcement of loans to servicemembers, so that the military member can devote his or her full attention to military duties; • the Military Lending Act, which requires those who lend to “covered borrowers”, including members of the military and their dependents, to only offer Military APRs (a specific measure of all-in-cost-of-credit) under 36%, prohibits arbitration clauses in loan agreements, and prohibits certain other loan agreement terms and lending practices in connection with loans to military servicemembers, among other requirements, and for which violations may result in penalties including voiding of the loan agreement; • the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts, including a prohibition on a creditor requiring a consumer to repay a credit agreement in preauthorized (recurring) electronic fund transfers and disclosure and authorization requirements in connection with such transfers; 48 Table of Contents • the Telephone Consumer Protection Act and the regulations promulgated thereunder, which impose various consumer consent requirements and other restrictions in connection with telemarketing activity and other communication with consumers by phone, fax or text message, and which provide guidelines designed to safeguard consumer privacy in connection with such communications; • the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Telemarketing Sales Rule and analogous state laws, which impose various restrictions on marketing conducted use of email, telephone, fax or text message; • the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations; • the Right to Financial Privacy Act and similar state laws enacted to provide the financial records of financial institution customers a reasonable amount of privacy from government scrutiny; • the Bank Secrecy Act and the USA PATRIOT Act, which relate to compliance with anti-money laundering, borrower due diligence, transaction monitoring and reporting and record-keeping policies and procedures; • the Executive Orders and regulations promulgated by the Office of Foreign Assets Control under the U.S.
If our models do not accurately reflect a borrower’s credit risk in such economic conditions, the performance of loans facilitated on our platform may be worse than anticipated; • our business is subject to a wide range of laws and regulations, many of which are evolving, and changes in such laws and regulations or the enforcement of such laws and regulations, and/or failure or perceived failure to comply with such laws and regulations, could harm our business, financial condition and results of operations; • substantially all of our revenue is derived from a single loan product, and it is thus particularly susceptible to fluctuations in the unsecured personal loan market.
If our models do not accurately reflect a borrower’s credit risk in such conditions, the performance of loans facilitated on our platform may be worse than anticipated; • our business is subject to a wide range of laws and regulations, many of which are evolving, and changes in such laws and regulations or the enforcement of such laws and regulations, and/or failure or perceived failure to comply with such laws and regulations, could harm our business, financial condition and results of operations; • substantially all of our revenue is derived from a single loan product, and it is thus particularly susceptible to fluctuations in the unsecured personal loan market.
These provisions provide, among other things, that the Company shall not engage in any business combination (as such term is defined in the Charter), at any point in time at which the Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (which, as defined in the Charter, shall not include SCG or any of its affiliates, or any person that acquires (other than in a registered public offering) directly from SCG or any of its successors, any “group”, or any member of any such group, of which such persons are a member of under Rule 13d-5 of the Exchange Act beneficial ownership of fifteen percent (15%) or more of the then outstanding voting stock of the Company) for a period of three years following the time that such stockholder became an interested stockholder, unless: (i) prior to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; or (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (A) persons who are directors and also officers of the Company and (B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; (iii) at or subsequent to such time, the applicable business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Company that is not owned by the interested stockholder; or (iv) the stockholder became an interested stockholder inadvertently and (A) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (B) was not, at any time within the three-year period immediately prior to a business combination between the Company and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership, which provision of the Charter may only be amended by the affirmative vote of at least 66 2/3% of all then outstanding shares of Class A Common Stock of the Company.
These provisions provide, among other things, that the Company shall not engage in any business combination (as such term is defined in the Charter), at any point in time at which the Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (which, as defined in the Charter, shall not include SCG or any of its affiliates, or any person that acquires (other than in a registered public offering) directly from SCG or any of its successors, any “group”, or any member of any such group, of which such persons are a member of under Rule 13d-5 of the Exchange Act beneficial ownership of fifteen percent (15%) or more of the then outstanding voting stock of the Company) for a period of three years following the time that such stockholder became an interested stockholder, unless: (i) prior to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; or (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company outstanding at the 62 Table of Contents time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (A) persons who are directors and also officers of the Company and (B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; (iii) at or subsequent to such time, the applicable business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Company that is not owned by the interested stockholder; or (iv) the stockholder became an interested stockholder inadvertently and (A) as soon as practicable divested itself of ownership of sufficient shares so that the stockholder ceased to be an interested stockholder and (B) was not, at any time within the three-year period immediately prior to a business combination between the Company and such stockholder, an interested stockholder but for the inadvertent acquisition of ownership, which provision of the Charter may only be amended by the affirmative vote of at least 66 2/3% of all then outstanding shares of Class A Common Stock of the Company.
The risks we face in connection with acquisitions include: • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • utilization of our financial resources for acquisitions or investments that may fail to realize the anticipated benefits; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; • coordination of technology, product development and sales and marketing functions and integration of administrative systems; • transition of the acquired company’s borrowers to our systems; • retention of employees from the acquired company; • regulatory risks, including maintaining good standing with existing regulatory bodies or receiving any necessary approvals, as well as being subject to new regulators with oversight over an acquired business; • attracting financing; • cultural challenges associated with integrating employees from the acquired company into our organization; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • potential write-offs of loans or intangibles or other assets acquired in such transactions that may have an adverse effect on our results of operations in a given period; • liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; 34 Table of Contents • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property or increase our risk for liability; and • litigation, regulatory criticisms, customer claims or other liabilities in connection with the acquired company.
The risks we face in connection with acquisitions and strategic investments, including our investment in Bitty, include: • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • utilization of our financial resources for acquisitions or investments that may fail to realize the anticipated benefits; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; • coordination of technology, product development and sales and marketing functions and integration of administrative systems; • transition of the acquired company’s borrowers to our systems; • retention of employees from the acquired company; • regulatory risks, including maintaining good standing with existing regulatory bodies or receiving any necessary approvals, as well as being subject to new regulators with oversight over an acquired business; • attracting financing; • cultural challenges associated with integrating employees from the acquired company into our organization; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • potential write-offs of loans or intangibles or other assets acquired in such transactions that may have an adverse effect on our results of operations in a given period; • liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property or increase our risk for liability; and 34 Table of Contents • litigation, regulatory criticisms, customer claims or other liabilities in connection with the acquired company.
The demand for the loan products facilitated on our platform in the markets we serve could decline due to a variety of factors, such as regulatory restrictions that reduce borrower access to particular products, the availability of competing or alternative products, increases in interest rates, or changes in borrowers’ financial conditions, particularly increases in income or savings, such as recent government stimulus programs.
The demand for the loan products facilitated on our platform in the markets we serve could decline due to a variety of factors, such as regulatory restrictions that reduce borrower access to particular products, the availability of competing or alternative products, increases in interest rates, or changes in borrowers’ financial conditions, particularly increases in income or savings, such as government stimulus programs.
If we are unable to repay our obligations at maturity or in the event of default, the borrowing SPEs may have to liquidate the loans or participation rights held as collateral at an inopportune time or price or, if the lender liquidated the loans or participation rights, the SPE, and in certain situations we, would have to pay any amount by which the original purchase price exceeded their sale price.
If we are unable to repay our obligations at maturity or in the event of default, the borrowing SPEs may have to liquidate the participation rights held as collateral at an inopportune time or price or, if the lender liquidated the participation rights, the SPE, and in certain situations we, would have to pay any amount by which the original purchase price exceeded their sale price.
If such legislation or bills were to be propagated, or state or federal regulators seek to restrict regulated financial institutions such as our bank partners from engaging in business us in certain ways, our bank partners’ ability to originate loans in certain states could be greatly reduced, and as a result, our business, financial condition and results of operations would be adversely affected.
If such legislation or bills were to be propagated, or state or federal regulators seek to restrict regulated financial institutions such as our bank partners from engaging in business with us in certain ways, our bank partners’ ability to originate loans in certain states could be greatly reduced, and as a result, our business, financial condition and results of operations would be adversely affected.
A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, could harm our business, financial condition and results of operations.
A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest and could otherwise harm our business, financial condition and results of operations.
During periods of economic slowdown or recession, our sources of capital may reduce the level of participation rights in loans originated by our bank partners on our platform that they will fund our purchase of, or the amounts of loans originated by us that they will fund, or demand terms that are less favorable to us to compensate for any increased risks.
During periods of economic slowdown or recession, our sources of capital may reduce the level of participation rights in loans originated by our bank partners on our platform that they will fund our purchase of, or demand terms that are less favorable to us to compensate for any increased risks.
If our models do not accurately reflect a borrower’s credit risk in such economic conditions, the performance of loans facilitated on our platform may be worse than anticipated. The performance of loans facilitated by our platform is significantly dependent on the effectiveness of our proprietary models used to evaluate a borrower’s credit profile and likelihood of default.
If our models do not accurately reflect a borrower’s credit risk in such conditions, the performance of loans facilitated on our platform may be worse than anticipated. The performance of loans facilitated by our platform is significantly dependent on the effectiveness of our proprietary models used to evaluate a borrower’s credit profile and likelihood of default.
An event of default would negatively impact our ability to originate loans on our platform and purchase participation rights in loans originated by our bank partners on our platform and require us to rely on alternative funding sources, which might increase our costs or which might not be available when needed.
An event of default would negatively impact our ability to purchase participation rights in loans originated by our bank partners on our platform and require us to rely on alternative funding sources, which might increase our costs or which might not be available when needed.
Our exposure to credit risk mainly arises from the loans or participation interest we acquire that are originated through our platform. Market risk is the risk of loss due to changes in external market factors, such as interest rates, asset prices, and foreign exchange rates.
Our exposure to credit risk mainly arises from the loans or participation interests we acquire that are originated through our platform. Market risk is the risk of loss due to changes in external market factors, such as interest rates, asset prices, and foreign exchange rates.
Factors that may cause fluctuations in our quarterly financial results include: • our ability to improve the effectiveness and predictiveness of our machine learning models; • our ability to maintain relationships with existing bank partners and our ability to attract new bank partners; • our ability to maintain or increase loan volumes, and improve loan mix and the channels through which the loans, bank partners and loan funding are sourced; • general economic conditions, including economic slowdowns, recessions or tightening of credit markets, including due the failures of banks or other financial institutions; • improvements to our machine learning models that negatively impact transaction volume, such as lower approval rates; • the timing and success of new products and services; • the effectiveness of our direct marketing and other marketing channels; • the amount and timing of operating expenses related to maintaining and expanding our business, operations and infrastructure, including acquiring new and maintaining existing bank partners and investors and attracting borrowers to our platform; • our cost of borrowing money and access to loan and participation right funding sources; • the number and extent of loans facilitated on our platform that are subject to loan modifications and/or temporary assistance due to disasters or emergencies; • the number and extent of prepayments of loans facilitated on our platform; • changes in the fair value of assets and liabilities on our balance sheet; • network outages or actual or perceived cybersecurity breaches; • our involvement in litigation or regulatory enforcement efforts (or the threat thereof) or those that impact our industry generally; • the length of the onboarding process related to acquisitions of new bank partners; • changes in laws and regulations that impact our business; and • changes in the competitive dynamics of our industry, including consolidation among competitors or the development of competitive products by larger well-funded incumbents.
Factors that may cause fluctuations in our quarterly financial results include: • our ability to improve the effectiveness and predictiveness of our machine learning models; • our ability to maintain relationships with existing bank partners and our ability to attract new bank partners; • our ability to maintain or increase loan volumes, and improve loan mix and the channels through which the loans, bank partners and loan funding are sourced; • general economic conditions, including economic slowdowns, recessions, the impact of tariffs, or tightening of credit markets, including due the failures of banks or other financial institutions; • improvements to our machine learning models that negatively impact transaction volume, such as lower approval rates; • the timing and success of new products and services; • the effectiveness of our direct marketing and other marketing channels; 21 Table of Contents • the amount and timing of operating expenses related to maintaining and expanding our business, operations and infrastructure, including acquiring new and maintaining existing bank partners and investors and attracting borrowers to our platform; • our cost of borrowing money and access to loan and participation right funding sources; • the number and extent of loans facilitated on our platform that are subject to loan modifications and/or temporary assistance due to disasters or emergencies; • the number and extent of prepayments of loans facilitated on our platform; • changes in the fair value of assets and liabilities on our balance sheet; • network outages or actual or perceived cybersecurity breaches; • our involvement in litigation or regulatory enforcement efforts (or the threat thereof) or those that impact our industry generally; • the length of the onboarding process related to acquisitions of new bank partners; • changes in laws and regulations that impact our business; and • changes in the competitive dynamics of our industry, including consolidation among competitors or the development of competitive products by larger well-funded incumbents.
Many factors, including factors that are beyond our control, may impact our results of operations or financial condition and our overall success by affecting a borrower’s willingness to incur loan obligations or willingness or capacity to make payments on their loans.
Many factors, including factors that are beyond our control, may adversely impact our results of operations or financial condition and our overall success by affecting a borrower’s willingness to incur loan obligations or willingness or capacity to make payments on their loans.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general; • operating and stock price performance of other companies that investors deem comparable to the post-combination company; • our ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving the post-combination company; • changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A Common Stock available for public sale; • any major change in our Board or management; • sales of substantial amounts of Class A Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, inflation, monetary policy changes, fuel prices, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • speculation in the press or investment community; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general; • operating and stock price performance of other companies that investors deem comparable to the post-combination company; • our ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving the post-combination company; • changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A Common Stock available for public sale; • any major change in our Board or management; • sales of substantial amounts of Class A Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rate changes, the impact of tariffs, inflation, monetary policy changes, fuel prices, international currency fluctuations and acts of war or terrorism.
If loans originated by our bank partners were found to violate the laws of one or more states, whether at origination or after sale of participation rights by the originating bank partner, loans facilitated through our platform may be unenforceable or otherwise impaired, we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business and results of operations.
If loans originated by our bank partners were found to violate the laws of one or more states, whether at origination or after sale of participation interests by the originating bank partner, loans facilitated through our platform may be unenforceable or otherwise impaired, we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business and results of operations.
The charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring any: (i) derivative action or proceeding; (ii) action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or the charter or bylaws; or (iv) action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following the determination), (B) that is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
The charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring any: (i) derivative action or proceeding; (ii) action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or the charter or bylaws; or (iv) action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following the determination), (B) that is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
At a special meeting of the stockholders of the Company held on July 16, 2021 (the “Special Meeting”), a majority of the then-outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting together as a single class, voted to approve the Company’s Second Amended and Restated Certificate of 60 Table of Contents Incorporation, which, among other things, increased the authorized capital stock from 401,000,000 shares, consisting of 380,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, to 501,000,000 shares, consisting of 500,000,000 shares of common stock, including (i) 379,000,000 shares of Class A Common Stock, (ii) 6,000,000 shares of Class B Common Stock, and (iii) 115,000,000 shares of Class V Voting Stock and 1,000,000 shares of preferred stock by creating an additional 100,000,000 shares of common stock (the “Capitalization Amendment”).
At a special meeting of the stockholders of the Company held on July 16, 2021 (the “Special Meeting”), a majority of the then-outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting together as a single class, voted to approve the Company’s Second Amended and Restated Certificate of Incorporation, which, among other things, increased the authorized capital stock from 401,000,000 shares, consisting of 380,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, to 501,000,000 shares, consisting of 500,000,000 shares of common stock, including (i) 379,000,000 shares of Class A Common Stock, (ii) 6,000,000 shares of Class B Common Stock, and (iii) 115,000,000 shares of Class V Voting Stock and 1,000,000 shares of preferred stock by creating an additional 100,000,000 shares of common stock (the “Capitalization Amendment”).
Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a Warrant.
Our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, and examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a Warrant.
While we believe that this new system will enhance our loan processing capabilities and improve overall efficiency, there are several risks associated with its development and implementation that could materially and adversely affect our business, financial condition and results of operations. For example, the development of new software involves complex technical challenges and requires significant investment of time and resources.
We believe that this new system will enhance our loan processing capabilities and improve overall efficiency, but there are several risks associated with its development and implementation that could materially and adversely affect our business, financial condition and results of operations. For example, the development of new software involves complex technical challenges and requires significant investment of time and resources.
To the extent the new administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions could have a material adverse effect on us. Additionally, states are increasingly introducing and, in some cases, passing laws that restrict interest rates and APRs on loans similar to the loans made on our platform.
To the extent the current administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions could have a material adverse effect on us. Additionally, states are increasingly introducing and, in some cases, passing laws that restrict interest rates and APRs on loans similar to the loans made on our platform.
From time to time, the Company may make minority investments in the equity securities of companies that we do not control, including the Company’s investment in Bitty Holdings, LLC. Minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the minority investment.
From time to time, we may make minority investments in the equity securities of companies that we do not control, including the Company’s investment in Bitty Holdings, LLC (“Bitty”). Minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the minority investment.
Similarly, the data taken from an applicant’s credit report may also be based on outdated, incomplete or inaccurate consumer reporting data. Although we use numerous third-party data sources and multiple credit factors within our proprietary models, which helps mitigate this risk, it does not eliminate the risk of an inaccurate individual report.
Similarly, the data taken from an applicant’s credit report may also be based on outdated, incomplete or inaccurate consumer reporting data. We use numerous third-party data sources and multiple credit factors within our proprietary models, which helps mitigate this risk, but it does not eliminate the risk of an inaccurate individual report.
We may incur significant losses in the future for a number of reasons, including the other risks described in this section, and unforeseen expenses, difficulties, complications and delays, macroeconomic conditions, including economic slowdowns, interest rate changes, recessions, inflation and tightening of credit markets, poor performance of loan vintages, and other unknown events.
We may incur significant losses in the future for a number of reasons, including the other risks described in this section, and unforeseen expenses, difficulties, complications and delays, macroeconomic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets, poor performance of loan vintages, and other unknown events.
While it is not possible to predict when and whether significant policy or regulatory changes will occur, any such changes on the U.S. federal, state or local level could significantly impact, among other things, our operating expenses, the availability of financing, interest rates, the economy and the geopolitical landscape.
It is not possible to predict when and whether significant policy or regulatory changes will occur, but any such changes on the U.S. federal, state or local level could significantly impact, among other things, our operating expenses, the availability of financing, interest rates, the economy and the geopolitical landscape.
These circumstances could also lead to disputes and litigation with management or employees of the company in which the investment is made, or its other stockholders. In most cases, the companies in which we make investments will have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, which rank senior to our investment.
Such circumstances could also lead to disputes and litigation with management or employees of the Company in which the investment is made, or its other stockholders In most cases, the companies in which we make investments will have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, which rank senior to our investment.
As such, the SCG Holders and their affiliates will have significant influence over the election of the members of our Board and thereby may significantly influence our policies and operations, including the appointment of management, future issuances of our Class A Common Stock or other securities, the payment of dividends, if any, the incurrence or modification of 61 Table of Contents debt, amendments to our certificate of incorporation and bylaws, and the entering into of extraordinary transactions, and the SCG Holders’ interests may not in all cases be aligned with those of other stockholders.
As such, the SCG Holders and their affiliates will have significant influence over the election of the members of our Board and thereby may significantly influence our policies and operations, including the appointment of management, future issuances of our Class A Common Stock or other securities, the payment of dividends, if any, the incurrence or modification of debt, amendments to our certificate of incorporation and bylaws, and the entering into of extraordinary transactions, and the SCG Holders’ interests may not in all cases be aligned with those of other stockholders.
For example, consumer advocacy groups, politicians and certain government and media reports have, in the past, advocated governmental action to prohibit or severely restrict consumer loan arrangements where banks contract with a third- arty platform such as ours to provide origination assistance services to bank customers.
For example, consumer advocacy groups, politicians and certain government and media reports have, in the past, advocated governmental action to prohibit or severely restrict consumer loan arrangements where banks contract with a third- party platform such as ours to provide origination assistance services to bank customers.
These risks and difficulties include our ability to: • improve the effectiveness and predictiveness of our machine learning models; • maintain and increase the volume of loans facilitated by our specialty finance platform; • enter into new and maintain existing bank partnerships; • successfully maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform; • successfully fund a sufficient quantity of our borrower loan demand with low cost bank funding to help keep interest rates offered to borrowers competitive; • successfully build our brand and protect our reputation from negative publicity; • increase the effectiveness of our marketing strategies, including our direct consumer marketing initiatives; • continue to expand the number of potential borrowers; • successfully adjust our proprietary machine learning models, products and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market; • respond to general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions and tightening of credit markets; • comply with and successfully adapt to complex and evolving regulatory environments; • protect against increasingly sophisticated fraudulent borrowing and online theft; 20 Table of Contents • successfully compete with companies that are currently in, or may in the future enter, the business of providing online lending services to financial institutions or consumer financial services to borrowers; • enter into new markets and introduce new products and services; • effectively secure and maintain the confidentiality of the information received, accessed, stored, provided and used across our systems; • successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes; • attract, integrate and retain qualified employees; and • effectively manage and expand the capabilities of our operations teams, outsourcing relationships and other business operations.
These risks and difficulties include our ability to: • improve the effectiveness and predictiveness of our machine learning models; • maintain and increase the volume of loans facilitated by our specialty finance platform; • enter into new and maintain existing bank partnerships; • successfully maintain diverse and robust sources of capital to fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform; • successfully fund a sufficient quantity of our borrower loan demand with low cost bank funding to help keep interest rates offered to borrowers competitive; • successfully build our brand and protect our reputation from negative publicity; • increase the effectiveness of our marketing strategies, including our direct consumer marketing initiatives; • continue to expand the number of potential borrowers; • successfully adjust our proprietary machine learning models, products and services in a timely manner in response to changing macroeconomic conditions and fluctuations in the credit market; • respond to general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets; • comply with and successfully adapt to complex and evolving regulatory environments; • protect against increasingly sophisticated fraudulent borrowing and online theft; • successfully compete with companies that are currently in, or may in the future enter, the business of providing online lending services to financial institutions or consumer financial services to borrowers; • enter into new markets and introduce new products and services; • effectively secure and maintain the confidentiality of the information received, accessed, stored, provided and used across our systems; • successfully obtain and maintain funding and liquidity to support continued growth and general corporate purposes; • attract, integrate and retain qualified employees; and • effectively manage and expand the capabilities of our operations teams, outsourcing relationships and other business operations.
While all information technology operations are inherently vulnerable to inadvertent or intentional cybersecurity breaches, incidents, attacks and exposures, the size, complexity, accessibility and distributed nature of our information technology systems, and the large amounts of sensitive information stored on those systems, make such systems potentially vulnerable to unintentional or malicious, internal and external attacks.
All information technology operations are inherently vulnerable to inadvertent or intentional cybersecurity breaches, incidents, attacks and exposures, but the size, complexity, accessibility and distributed nature of our information technology systems, and the large amounts of sensitive information stored on those systems, make such systems potentially vulnerable to unintentional or malicious, internal and external attacks.
On March 7, 2022, we filed a lawsuit seeking a declaration that the interest rate caps set forth in the CFL do not apply to Program Loans and injunctive relief against the commissioner of the DFPI, preventing the DFPI from enforcing interest rate caps under the CFL against us based on activities related to the Program.
On March 7, 2022, we filed a lawsuit seeking a declaration that the interest rate caps set forth in the CFL do not apply to Program Loans and injunctive relief against the commissioner of the DFPI to prevent, the DFPI from enforcing interest rate caps under the CFL against us based on activities related to the Program.
See the section titled “ Risk Factors —If loans facilitated through our platform for one or more bank partners were subject to successful challenge that the bank partner was not the “true lender,” such loans may be unenforceable, subject to rescission or otherwise impaired, we or other program participants may be subject to fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business and results of operations ” below.
See the section titled “ Risk Factors —If loans facilitated through our platform for one or more bank partners were subject to successful challenge that the bank partner was not the “true lender,” such loans may be unenforceable, subject to rescission or otherwise impaired, we or other program participants may be subject to fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would 33 Table of Contents adversely affect our business and results of operations ” below.
See “ —If loans originated by us or loans originated by our bank partners were found to violate the laws of one or more states, whether at origination or after sale by the originating bank partner, loans facilitated through our platform may be unenforceable or otherwise impaired, we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business and results of operations ” below.
See “ —If loans originated by our bank partners were found to violate the laws of one or more states, whether at origination or after sale of participation interest by the originating bank partner, loans facilitated through our platform may be unenforceable or otherwise impaired, we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business and results of operations ” below.
In addition, the California Consumer Privacy Act, or the CCPA, as amended, applies to employees, business contacts, job applicants, and certain personal data not subject to the GLBA, requires, among other things, that covered companies provide detailed disclosures to California residents and afford California residents rights to access, delete and correct their personal information as well as the right to opt out of the sale of their personal information or the disclosure of their personal information to third parties for cross-context behavioral advertising.
In addition, the California Consumer Privacy Act, or the CCPA, as amended, applies to employees, business contacts, job applicants, and certain personal data not subject to the GLBA, requires, among other things, that covered companies provide detailed disclosures to California residents and afford California residents rights to access, delete and correct their personal information as well as the right to opt out of the sale of their personal information or the disclosure of their 52 Table of Contents personal information to third parties for cross-context behavioral advertising.
In addition, a number of participants in the consumer financial services industry, ourselves included, have been the subject of putative class action lawsuits, state attorney general actions and other state regulatory enforcement actions and federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices, violations of state licensing and lending laws, including state usury and disclosure laws and allegations of noncompliance with various state and federal laws and regulations relating to originating, servicing and collecting consumer finance loans and other 46 Table of Contents consumer financial services and products.
In addition, a number of participants in the consumer financial services industry, ourselves included, have been the subject of putative class action lawsuits, state attorney general actions and other state regulatory enforcement actions and federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices, violations of state licensing and lending laws, including state usury and disclosure laws and allegations of noncompliance with various state and federal laws and regulations relating to originating, servicing and collecting consumer finance loans and other consumer financial services and products.
Moreover, in 2021 the FTC updated its Safeguards Rule implementing portions of the GLBA, which set forth specific information security requirements, such as, among other things, limiting who can access customer information, requiring the use of encryption to secure such information, and requiring the designation of a single qualified individual to oversee an institution’s information 52 Table of Contents security program and report at least annually to the institution’s board of directors or equivalent governing body.
Moreover, in 2021 the FTC updated its Safeguards Rule implementing portions of the GLBA, which set forth specific information security requirements, such as, among other things, limiting who can access customer information, requiring the use of encryption to secure such information, and requiring the designation of a single qualified individual to oversee an institution’s information security program and report at least annually to the institution’s board of directors or equivalent governing body.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; • costs related to intercompany restructurings; 58 Table of Contents • changes in tax laws, regulations or interpretations thereof; and • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; • costs related to intercompany restructurings; • changes in tax laws, regulations or interpretations thereof; and • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.
District Court for the Northern District of California to enjoin enforcement of the OCC rule (Case No. 20-CV-5200) and, similarly in the same court, on August 20, 2020 California, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina, and the District of Columbia sought to enjoin enforcement of the FDIC rule (Case No. 20-CV-5860), in each case related to permissible interest rates post-loan transfer on the grounds that the OCC and FDIC exceeded their authority when promulgating those rules.
District Court for the Northern District of California to enjoin enforcement of the OCC rule (Case No. 20-CV-5200) and, similarly in the same court, on August 20, 2020 California, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina, and the District of Columbia sought to enjoin enforcement of the FDIC rule (Case No. 20-CV-5860), in each case related to permissible interest rates post-loan transfer on the grounds that the OCC and FDIC exceeded 43 Table of Contents their authority when promulgating those rules.
These international activities are subject to inherent risks that are beyond our control, including: • risks related to government regulation or required compliance with local laws; • local licensing and reporting obligations; • difficulties in developing, staffing and simultaneously managing a number of varying foreign operations as a result of distance, language and cultural differences; • different, uncertain, overlapping or more stringent local laws and regulations; • political and economic instability, tensions, security risks and changes in international diplomatic and trade relations; • state or federal regulations that restrict offshoring of business operational functions or require offshore partners to obtain additional licenses, registrations or permits to perform services on our behalf; • geopolitical events, including natural disasters, public health issues, epidemics or pandemics, acts of war, and terrorism; • the impact of, and response of local governments to, the COVID-19 pandemic; • compliance with applicable U.S. laws and foreign laws related to consumer protection, intellectual property, privacy, data security, corruption, money laundering, and export/trade control; • misconduct by our outsourcing partners and their employees or even unsubstantiated allegations of misconduct; • risks due to lack of direct involvement in hiring and retaining personnel; and • potentially adverse tax developments and consequences.
These international activities are subject to inherent risks that are beyond our control, including: • risks related to government regulation or required compliance with local laws; • local licensing and reporting obligations; • difficulties in developing, staffing and simultaneously managing a number of varying foreign operations as a result of distance, language and cultural differences; • different, uncertain, overlapping or more stringent local laws and regulations; • political and economic instability, tensions, security risks and changes in international diplomatic and trade relations; • state or federal regulations that restrict offshoring of business operational functions or require offshore partners to obtain additional licenses, registrations or permits to perform services on our behalf; • geopolitical events, including natural disasters, public health issues, epidemics or pandemics, acts of war, and terrorism; • compliance with applicable U.S. laws and foreign laws related to consumer protection, intellectual property, privacy, data security, corruption, money laundering, and export/trade control; • misconduct by our outsourcing partners and their employees or even unsubstantiated allegations of misconduct; • risks due to lack of direct involvement in hiring and retaining personnel; and • potentially adverse tax developments and consequences.
While we require loan aggregators to make certain disclosures in connection with our bank partners’ offers and restrict how loan aggregators may display such loan offers, loan aggregators may nevertheless alter or even remove these required disclosures without notifying us, which may result in liability to us.
We require loan aggregators to make certain disclosures in connection with our bank partners’ offers and restrict how loan aggregators may display such loan offers, but loan aggregators may nevertheless alter or even remove these required disclosures without notifying us, which may result in liability to us.
If we were ever deemed to be in non-compliance with the Investment Company Act, we could also be subject to various penalties, including administrative or judicial proceedings that might result in censure, fine, civil penalties, cease-and-desist orders or other adverse consequences, as well as private rights of action, any of which could materially adversely affect our business.
If we were ever deemed to be in non-compliance with the Investment Company Act, we could also be 53 Table of Contents subject to various penalties, including administrative or judicial proceedings that might result in censure, fine, civil penalties, cease-and-desist orders or other adverse consequences, as well as private rights of action, any of which could materially adversely affect our business.
We have historically had very low levels of fraud rates; ho wever, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments.
We have historically had very low levels of fraud rates; ho wever, the possibility of fraudulent or other malicious activities and human error or 28 Table of Contents malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments.
If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims 41 Table of Contents brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed.
If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed.
In addition, non-compliance could subject us to civil penalties, damages, revocation of required licenses, class action lawsuits, administrative enforcement actions and civil and criminal liability, all of which would harm our business. 49 Table of Contents Internet-based loan origination processes may give rise to greater risks than paper-based processes and may not always be allowed under state law.
In addition, non-compliance could subject us to civil penalties, damages, revocation of required licenses, class action lawsuits, administrative enforcement actions and civil and criminal liability, all of which would harm our business. Internet-based loan origination processes may give rise to greater risks than paper-based processes and may not always be allowed under state law.
Although we have not experienced any material business or reputational harm as a result of fraudulent activity in the past, we are subject to the risk of fraudulent activity associated with borrowers and third parties handling borrower information.
We have not experienced any material business or reputational harm as a result of fraudulent activity in the past, but are subject to the risk of fraudulent activity associated with borrowers and third parties handling borrower information.
In particular, specialty finance programs that involve originations by a bank in reliance on origination-related services being provided by specialty finance platforms and/or program managers are subject to potential litigation and government 33 Table of Contents enforcement claims based on “rent-a-charter” or “true lender” theories, particularly where such programs involve the subsequent sale of such loans or interests therein to the platform.
In particular, specialty finance programs that involve originations by a bank in reliance on origination-related services being provided by specialty finance platforms and/or program managers are subject to potential litigation and government enforcement claims based on “rent-a-charter” or “true lender” theories, particularly where such programs involve the subsequent sale of such loans or interests therein to the platform.
While we are in the process of training their replacements, the quality of our services and our ability to serve our bank partners, investors and borrowers whose loans we service may suffer, resulting in an adverse effect on our business.
We are in the process of training their replacements, but the quality of our services and our ability to serve our bank partners, investors and borrowers whose loans we service may suffer, resulting in an adverse effect on our business.
To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, provided, however, that nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.
To the extent we are unable to make payments under the Tax Receivable 63 Table of Contents Agreement for any reason, such payments will be deferred and will accrue interest until paid, provided, however, that nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.
This is particularly true with respect to the application of ECOA and Regulation B to credit risk models that rely 50 Table of Contents upon alternative variables and machine learning, an area of law where regulatory guidance is currently uncertain and still evolving, and for which there are not well-established regulatory norms for establishing compliance.
This is particularly true with respect to the application of ECOA and Regulation B to credit risk models that rely upon alternative variables and machine learning, an area of law where regulatory guidance is currently uncertain and still evolving, and for which there are not well-established regulatory norms for establishing compliance.
While we regularly monitor data flow inside and outside the company, attackers have become very sophisticated in the way they conceal access to systems, and we may not be aware that we have been attacked.
We regularly monitor data flow inside and outside the Company, but attackers have become very sophisticated in the way they conceal access to systems, and we may not be aware that we have been attacked.
While we do not anticipate any material changes to our business model as a result of the repeal of the OCC’s “true 44 Table of Contents lender” rule because (i) the banks with whom we partner are state chartered, FDIC regulated banks and are the lenders under such loans, and (ii) the repeal of the OCC’s “true lender” rule does not have direct implications on the rules finalized by the OCC and FDIC last year around the continued validity of the “valid when made doctrine,” we cannot be certain that the repeal of such rule, or the restrictions on the OCC implementing a similar rule without statutory approval, will not have a material effect on our business or our industry.
We do not anticipate any material changes to our business model as a result of the repeal of the OCC’s “true lender” rule because (i) the banks with whom we partner are state chartered, FDIC regulated banks and are the lenders under such loans, and (ii) the repeal of the OCC’s “true lender” rule does not have direct implications on the rules finalized by the OCC and FDIC last year around the continued validity of the “valid when made doctrine,” but we cannot be certain that the repeal of such rule, or the restrictions on the OCC implementing a similar rule without statutory approval, will not have a material effect on our business or our industry.
If we are unable to compete with such companies or fail to meet the need for innovation in our industry, the use of our platform could stagnate or substantially decline, 28 Table of Contents or our loan products could fail to maintain or achieve more widespread market acceptance, which could harm our business, results of operations and financial condition.
If we are unable to compete with such companies or fail to meet the need for innovation in our industry, the use of our platform could stagnate or substantially decline, or our loan products could fail to maintain or achieve more widespread market acceptance, which could harm our business, results of operations and financial condition.
While we are planning to move towards more direct acquisition channels, we anticipate that we will continue to depend in significant part on relationships with loan aggregators to maintain and grow our business.
We are planning to move towards more direct acquisition channels, but anticipate that we will continue to depend in significant part on relationships with loan aggregators to maintain and grow our business.
Further, certain of our bank partners and capital sources rely on the ability of subsequent holders of loans to continue charging such rates and fees and to enforce other contractual terms that the applicable bank partners was permitted under federal and applicable state banking laws to charge and enforce at the time of origination following such subsequent holder’s acquisition of the loans.
Further, certain of our bank partners and capital sources rely on the ability of subsequent holders of loans to continue charging such rates and fees and to enforce other contractual terms that the applicable bank partners was permitted under federal and applicable state banking laws to charge and enforce at the time of origination 42 Table of Contents following such subsequent holder’s acquisition of the loans.
For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will 66 Table of Contents increase an existing owner’s tax liability without giving rise to any rights of holders of Retained OppFi-LLC Units to receive payments under the Tax Receivable Agreement.
For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of holders of Retained OppFi-LLC Units to receive payments under the Tax Receivable Agreement.
You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes to the financial statements 18 Table of Contents included herein, before deciding whether to purchase our securities.
You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes to the financial statements included herein, before deciding whether to purchase our securities.
Th e fair values of our finance receivables are determined using discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined using historical loss data and include appropriate consideration of recent trends and anticipated future performance.
Th e fair values of our finance receivables are determined using discounted cash flow analyses that factor in estimated losses and prepayments over the estimated duration of the underlying assets. Loss and prepayment assumptions are determined 35 Table of Contents using historical loss data and include appropriate consideration of recent trends and anticipated future performance.
In addition to the extraction of sensitive information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information and systems. In addition, the prevalent use of mobile devices increases the risk of data security incidents.
In addition to the extraction of sensitive information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service 29 Table of Contents reliability and threaten the confidentiality, integrity and availability of information and systems. In addition, the prevalent use of mobile devices increases the risk of data security incidents.
While this material weakness has been remediated, other weaknesses in our disclosure controls and procedures and internal control over financial reporting have been discovered in the past and may be discovered in the future.
This material weakness has been remediated, but other weaknesses in our disclosure controls and procedures and internal control over financial reporting have been discovered in the past and may be discovered in the future.
The CFPB supervises banks, thrifts and credit unions with assets over $10 billion and examines certain of our bank partners. Further, the CFPB is charged with the examination and supervision of certain participants in the consumer financial services market, including short-term, small dollar lenders, and larger participants in other areas of financial services.
The CFPB supervises banks, thrifts and credit unions with assets over $10 billion and examines certain of our bank partners. Further, the CFPB is charged with the examination and supervision of certain participants in the consumer financial services market, including short- 50 Table of Contents term, small dollar lenders, and larger participants in other areas of financial services.
We also may be unable to reach agreements with or timely onboard any new bank partners, and our results of operations could be adversely affected. The sales and onboarding process of new bank partners could take longer than expected, leading to fluctuations or variability in expected revenues and results of operations.
We also may be unable to reach agreements with or timely onboard any new bank partners, and our results of operations could be adversely affected. 23 Table of Contents The sales and onboarding process of new bank partners could take longer than expected, leading to fluctuations or variability in expected revenues and results of operations.
The price of our securities may fluctuate. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.
The price of our securities may fluctuate. An active trading market for our securities may never develop or, if developed, it may not be sustained. In addition, the price of our securities can vary due to general economic conditions and forecasts, our 58 Table of Contents general business condition and the release of our financial reports.
In connection with the Business Combination, the Members were deemed for U.S. federal (and applicable state and local) income tax purposes to have sold to us OppFi-LLC Units and may in the future exchange their OppFi-LLC Units, together with the cancelation of an equal number of shares of Class V Voting Stock, for shares of our Class A Common Stock (or cash) pursuant to the OppFi-LLC A&R LLCA, subject to certain conditions and transfer restrictions as set forth therein and 64 Table of Contents in the Investor Rights Agreement.
In connection with the Business Combination, the Members were deemed for U.S. federal (and applicable state and local) income tax purposes to have sold to us OppFi-LLC Units and may in the future exchange their OppFi-LLC Units, together with the cancellation of an equal number of shares of Class V Voting Stock, for shares of our Class A Common Stock (or cash) pursuant to the OppFi-LLC A&R LLCA, subject to certain conditions and transfer restrictions as set forth therein and in the Investor Rights Agreement.
We have in the past, and may in the future, fail to comply with certain operating or financial covenants in our credit facilities, requiring waivers from our lenders.
We have in the past, and may in the future, fail to comply with certain operating or financial covenants in our credit agreements, requiring waivers from our lenders.
The monetary policies of the Federal Reserve, implemented through open market operations, the federal funds rate targets, the discount rate for banking borrowings and reserve requirements, affect prevailing interest rates.
The monetary policies of the Federal Reserve, implemented through open market operations, the federal funds rate targets, the discount rate for banking borrowings and reserve requirements, affect prevailing interest rate s.
The marketing channels that we employ may also become more crowded and saturated by other specialty finance platforms, which may decrease the effectiveness of our marketing campaigns and increase borrower 32 Table of Contents acquisition costs. Also, the methodologies, policies and regulations applicable to marketing channels may change.
The marketing channels that we employ may also become more crowded and saturated by other specialty finance platforms, which may decrease the effectiveness of our marketing campaigns and increase borrower acquisition costs. Also, the methodologies, policies and regulations applicable to marketing channels may change.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been 59 Table of Contents unrelated or disproportionate to the operating performance of the particular companies affected.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.
In the event that any tax benefits initially claimed by us are disallowed, the Members and the exchanging holders will not be required to reimburse us for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by the IRS or other taxing authorities.
In the event that any tax benefits initially claimed by us are disallowed, the Members and the exchanging holders will not be required to reimburse us for any excess payments that may previously have 65 Table of Contents been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by the IRS or other taxing authorities.
Regulators and payment processors are scrutinizing certain online lenders’ access to the ACH system to disburse and collect loan proceeds and repayments, and any interruption or limitation on our ability to access this critical system would materially adversely affect our business. When making loans, we typically use the ACH system to deposit loan proceeds into borrowers’ bank accounts.
Regulators and payment processors are scrutinizing certain online lenders’ access to the ACH system to disburse and collect loan proceeds and repayments, and any interruption or limitation on our ability to access this critical system would materially adversely affect our business. 45 Table of Contents When making loans, we typically use the ACH system to deposit loan proceeds into borrowers’ bank accounts.
We are in the process of developing a new loan management software system, which we currently plan to implement during the second half of 2025.
We are in the process of developing a new loan management software system, which we currently plan to implement during the second half of 2026.
Higher default rates by these borrowers may lead to lower demand by our bank partners and institutional 24 Table of Contents investors to fund loans facilitated by our platform, which would adversely affect our business, financial condition and results of operations.
Higher default rates by these borrowers may lead to lower demand by our bank partners and institutional investors to fund loans facilitated by our platform, which would adversely affect our business, financial condition and results of operations.
If the cost of such loan funding mechanisms were to be higher than that of our whole loan and participation right sales, the fair value of the loans and participation rights would likely be reduced, which would negatively impact our results of operations.
If the cost of such loan funding mechanisms were to be higher than that of our whole loan and participation right sales, the fair value of the finance receivables and participation rights would likely be reduced, which would negatively impact our results of operations.
To the extent such an event adversely affects our business and financial results, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.
To the extent such an event adversely affects our business and financial results, it is likely to also have the effect of heightening or may exacerbate many of the other risks described in this “Risk Factors” section.
We have outsourced elements of our operations (including elements of our information technology infrastructure) to third parties, and as a result, we manage a 29 Table of Contents number of third-party vendors who may have access to our computer networks and sensitive or confidential information.
We have outsourced elements of our operations (including elements of our information technology infrastructure) to third parties, and as a result, we manage a number of third-party vendors who may have access to our computer networks and sensitive or confidential information.
The SCG Holders and their affiliates collectively hold 74.4% of total voting power of all outstanding shares of Common Stock, voting together as a single class. Additionally, the Company has entered into the Investor Rights Agreement, pursuant to which the SCG Holders’ Representative has the right to nominate five directors to the Board.
The SCG Holders and their affiliates collectively hold 68.3% of total voting power of all outstanding shares of Common Stock, voting together as a single class. Additionally, the Company has entered into the Investor Rights Agreement, pursuant to which the SCG Holders’ Representative has the right to nominate five directors to the Board.
In addition, our investment of resources to develop new products and services may either be insufficient or result in expenses that are excessive in light of revenue actually derived from these new products and 26 Table of Contents services.
In addition, our investment of resources to develop new products and services may either be insufficient or result in expenses that are excessive in light of revenue actually derived from these new products and services.
If we are unable to protect our reputation, our business, financial condition and results of operations would be adversely affected. If we do not compete effectively in our target markets, our business, results of operations and financial condition could be harmed.
If we are unable to protect our reputation, our business, financial condition and results of operations would be adversely affected. 27 Table of Contents If we do not compete effectively in our target markets, our business, results of operations and financial condition could be harmed.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAccordingly, no matter how well our program is designed or implemented, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner, which could result in substantial expenses and reputational damage.
Biggest changeAccordingly, no matter how well our program is designed or implemented, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner, which could result in substantial expenses and reputational damage. 68 Table of Contents Cybersecurity Governance Our Board of Directors and management are actively involved in the oversight of our risk management program, with cybersecurity representing a critical component to ensure alignment with our strategic objectives.
For more information on our cybersecurity risks that may materially affect us, please refer to the section titled “Risk Factors – Security breaches of borrowers’ confidential information that we store may harm our reputation, adversely affect our results of 68 Table of Contents operations and expose us to liability – and – If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business.” While to date we have not identified any breaches from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, the sophistication of cybersecurity threats continues to increase, and the preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems and information may be insufficient.
For more information on our cybersecurity risks that may materially affect us, please refer to the section titled “Risk Factors – Security breaches of borrowers’ confidential information that we store may harm our reputation, adversely affect our results of operations and expose us to liability – and – If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business.” While to date we have not identified any breaches from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, the sophistication of cybersecurity threats continues to increase, and the preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems and information may be insufficient.
The Audit Committee directly oversee and regularly review our cybersecurity program, receiving periodic reports from our Chief Information Security Officer (“CISO”) on various matters including risk assessment results, progress of risk reduction initiatives, feedback from external auditors, control maturity assessments, and relevant internal and industry cybersecurity incidents.
The Audit Committee directly oversees and regularly reviews our cybersecurity program, receiving periodic reports from our Chief Information Security Officer (“CISO”) on various matters including risk assessment results, progress of risk reduction initiatives, feedback from external auditors, control maturity assessments, and relevant internal and industry cybersecurity incidents.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We confront substantial cybersecurity risks driven by various factors. These risks are rooted in the wide range of systems we must safeguard against cyberattacks, further exacerbated by the complexity and technical sophistication of our products and systems. Additionally, our reliance on third-party products, services, and components adds complexity to our risk landscape.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We confront substantial cybersecurity risks driven by various factors. These risks are rooted in the range of systems we work to safeguard against cyberattacks, and the technical sophistication of our products and systems. Additionally, our reliance on third-party products, services, and components adds complexity to our risk landscape.
We have established an information security council (the “Information Security Council”), with full participation from our senior management team, to serve as the steward of our information security program. Designed to meet quarterly or more frequently as needed, the council reviews security performance metrics, stays abreast of industry trends and regulatory changes, and evaluates progress on security initiatives.
We have established an information security council (the “Information Security Council”), with full participation from our senior management team, to serve as the steward of our information security program. The council reviews security performance metrics, stays abreast of industry trends and regulatory changes, and evaluates progress on security initiatives.
Our cybersecurity policies, standards, processes and practices are regularly assessed by external consultants and auditors. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Our cybersecurity policies, standards, processes and practices are regularly assessed by external consultants and auditors. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of significant assessments are reported to management and our Audit Committee.
Removed
For example, for the last three years, we conducted an independent cyber security risk assessment to assess our cybersecurity maturity against the NIST cybersecurity framework. The results of significant assessments are reported to management and our Audit Committee. Cybersecurity processes are adjusted based on the information provided from these assessments.
Added
Cybersecurity processes are adjusted based on the information provided from these assessments.
Removed
Cybersecurity Governance Our Board of Directors and management are actively involved in the oversight of our risk management program, with cybersecurity representing a critical component to ensure alignment with our strategic objectives.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeITEM 2. PROPERTIES OppFi’s corporate headquarters is located in Chicago, Illinois and consists of approximately 79,928 square feet under a lease that expires in 2030. We sublease 10,481 square feet to a subtenant under a three-year lease that expires on August 31, 2025.
Biggest changeITEM 2. PROPERTIES OppFi’s corporate headquarters is located in Chicago, Illinois and consists of approximately 79,928 square feet under a lease that expires in 2030. We sublease 10,481 square feet to a subtenant under a five-year lease that expires on August 31, 2030.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−1 removed1 unchanged
Biggest changeAs of December 31, 2024, $16.4 million of the repurchase authorization under the Repurchase Program remained available. Securities Authorized for Issuance Under Equity Compensation Plans Information relating to equity compensation plans will be set forth in the Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
Biggest changePeriod Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Purchased as part of the 2024 Repurchase Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2024 Repurchase Program October 1 - October 31, 2025 387,755 $ 9.94 387,755 $ 25,232,509 November 1 - November 30, 2025 443,764 9.67 443,764 20,932,504 December 1 - December 31, 2025 — — — — Total 831,519 $ 9.80 831,519 $ 20,932,504 Securities Authorized for Issuance Under Equity Compensation Plans Information relating to equity compensation plans will be set forth in the Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
Dividend Policy During the year ended December 31, 2024, the Company paid a dividend of $0.12 per share. The declaration of cash dividends in the future is subject to the discretion of our Board of Directors and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, and other relevant factors.
Dividend Policy During the year ended December 31, 2025, the Company paid a dividend of $0.25 per share. The declaration of cash dividends in the future is subject to the discretion of our Board of Directors and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, and other relevant factors.
The Definitive Proxy Statement will be filed with the SEC no later than 120 days after December 31, 2024. ITEM 6. [RESERVED]
The Definitive Proxy Statement will be filed with the SEC no later than 120 days after December 31, 2025. ITEM 6. [RESERVED]
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders The Company’s Class A Common Stock is traded on the New York Stock Exchange under the symbol “OPFI.” As of March 7, 2025, there were 26 stockholders of record of our Class A Common Stock and 1 stockholder of record of our Class V Voting Stock.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders The Company’s Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “OPFI.” As of March 10, 2026, there were 29 stockholders of record of our Class A Common Stock and 1 stockholder of record of our Class V Voting Stock.
Issuer Purchases of Equity Securities On April 9, 2024, the Company announced that its Board of Directors had authorized a program to repurchase (the “Repurchase Program”) up to $20.0 million in the aggregate of shares of Class A Common Stock. The Repurchase Program will expire in April 2027. There was no repurchase activity during the fourth quarter of 2024.
Issuer Purchases of Equity Securities On April 9, 2024, the Company announced that its Board of Directors (the “Board”) had authorized a program to repurchase (the “2024 Repurchase Program”) up to $20.0 million in the aggregate of shares of Class A Common Stock.
Removed
Stock Performance Graph As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, and pursuant to Instruction 6 to Item 201(e) of Regulation S-K, we are not required to provide this information. Unregistered Sales of Equity Securities None.
Added
Stock Performance Graph The following graph compares the cumulative total shareholder returns of OppFi Class A Common Stock, the Russell 2000 Index and the NYSE Financial Sector Index during the five-year period ended December 31, 2025. The graph assumes $100 was invested on December 31, 2020 with dividends being reinvested. Unregistered Sales of Equity Securities None.
Added
On August 26, 2025, the Company announced that its Board had authorized an increase to the 2024 Repurchase Program to repurchase an additional $20.0 million of Class A Common Stock, bringing the total authorization to $40.0 million.
Added
The 2024 Repurchase Program will expire in April 2027. 70 Table of Contents The following table summarizes our share repurchases during the fourth quarter of the fiscal year ended December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+22 added−47 removed7 unchanged
Biggest changeYear Ended December 31, Change 2024 2023 $ % Interest and loan related income $ 521,227 $ 505,430 $ 15,797 3.1 % Other revenue 4,736 3,519 1,217 34.6 Total revenue 525,963 508,949 17,014 3.3 Change in fair value of finance receivables (204,443) (231,419) 26,976 (11.7) Provision for credit losses on finance receivables (42) (4,348) 4,306 (99.0) Net revenue 321,478 273,182 48,296 17.7 Expenses: Sales and marketing 41,341 46,222 (4,881) (10.6) Customer operations (a) 47,023 46,362 661 1.4 Technology, products, and analytics 35,639 39,161 (3,522) (9.0) General, administrative, and other (a) 58,231 48,332 9,899 20.5 Total expenses before interest expense 182,234 180,077 2,157 1.2 Interest expense 44,708 46,750 (2,042) (4.4) Total expenses 226,942 226,827 115 0.1 Income from operations 94,536 46,355 48,181 103.9 Change in fair value of warrant liabilities (8,244) (4,976) (3,268) 65.7 Income from equity method investment 1,442 — 1,442 — Other income 318 431 (113) (26.2) Income before income taxes 88,052 41,810 46,242 110.6 Income tax expense 4,215 2,331 1,884 80.8 Net income 83,837 39,479 44,358 112.4 Less: net income attributable to noncontrolling interest 76,579 40,484 36,095 89.2 Net income (loss) attributable to OppFi Inc. $ 7,258 $ (1,005) $ 8,263 821.8 % Earnings (loss) per share attributable to OppFi Inc.: Earnings (loss) per common share: Basic $ 0.36 $ (0.06) Diluted $ 0.36 $ (0.06) Weighted average common shares outstanding: Basic 20,145,606 16,391,199 Diluted 20,145,606 16,391,199 (a) Beginning with the quarter ended March 31, 2024, for all periods presented, the Company reclassified certain expenses that were previously included in general, administrative, and other expenses to customer operations expenses. 75 Table of Contents Total Revenue Total revenue consists mainly of revenue earned from interest on receivables from outstanding loans based on the interest method.
Biggest changePercentages presented are calculated from the underlying whole-dollar amounts. % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenue: Interest on finance receivables $ 591,769 $ 521,227 $ 505,430 13.5 % 3.1 % Other revenue 5,281 4,736 3,519 11.5 34.6 597,050 525,963 508,949 13.5 3.3 Change in fair value of finance receivables (215,868) (204,443) (231,419) 5.6 (11.7) Provision for credit losses on finance receivables — (42) (4,348) (100.0) (99.0) Net revenue 381,182 321,478 273,182 18.6 17.7 Expenses: (a) Salaries and employee benefits 60,695 60,475 60,680 0.4 (0.3) Direct marketing costs 50,890 49,208 50,562 3.4 (2.7) Interest expense and amortized debt issuance costs 39,367 44,708 46,750 (11.9) (4.4) Professional fees 20,103 21,574 18,027 (6.8) 19.7 Technology costs 12,433 12,171 12,543 2.2 (3.0) Payment processing fees 6,589 7,119 10,439 (7.4) (31.8) Depreciation and amortization 5,159 9,621 12,735 (46.4) (24.5) Occupancy 4,127 4,030 4,431 2.4 (9.0) Exit costs, net (1,449) 2,983 — (148.6) — Lower of cost or market adjustment on transfer of finance receivables from held for sale to held for investment — — (2,983) — 100.0 General, administrative and other 16,590 15,053 13,643 10.2 10.3 Total expenses 214,504 226,942 226,827 (5.5) 0.1 Income from operations 166,678 94,536 46,355 76.3 103.9 Other (expense) income: Change in fair value of warrant liabilities (11,347) (8,244) (4,976) 37.6 65.7 Income from equity method investment 4,974 1,442 — 244.9 — Other (expense) income, net (4,173) 318 431 (1411.7) (26.2) Income before income taxes 156,132 88,052 41,810 77.3 110.6 Income tax expense 9,885 4,215 2,331 134.5 80.8 Net income 146,247 83,837 39,479 74.4 112.4 Less: net income attributable to noncontrolling interest 119,918 76,579 40,484 56.6 89.2 Net income (loss) attributable to OppFi Inc. $ 26,329 $ 7,258 $ (1,005) 262.8 % 821.8 % Earnings (loss) per common share attributable to OppFi Inc.: Earnings (loss) per common share: Basic $ 0.99 $ 0.36 $ (0.06) Diluted $ 0.99 $ 0.36 $ (0.06) Weighted average common shares outstanding: Basic 26,506,458 20,145,606 16,391,199 Diluted 26,506,458 20,145,606 16,391,199 (a) Beginning with the quarter ended September 30, 2025, for all periods presented, we aligned our expense classifications as presented in the Consolidated Statements of Operations. 75 Table of Contents Comparison of the years ended December 31, 2025 and 2024 Total Revenue Total revenue is calculated as the sum of interest on finance receivables and other revenue.
However, non-GAAP financial measures are not calculated in accordance with GAAP financial 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.
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 Net Income is a non-GAAP financial 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 Net Income is a non-GAAP financial 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 the Board to evaluate and compare our operating results from period-to-period by making the adjustments described below.
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.
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.
For the year ended December 31, 2024, income from economic interest was $21.5 million, partially offset by loss from change in fair value of warrant liabilities of $8.2 million, income tax expense of $4.2 million, and general and administrative expenses of $1.8 million, for net income attributable to OppFi Inc. of $7.3 million.
For the year ended December 31, 2024, income from economic interest was $21.5 million, partially offset by loss from change in fair value of warrant liabilities of $8.2 million, income tax expense of $4.2 million, and general and administrative expenses of $1.8 million, for a net income attributable to OppFi Inc. of $7.3 million.
For the year ended December 31, 2023, other addbacks and one-time expenses, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
For the year ended December 31, 2023, other adjustments, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
For the year ended December 31, 2023, other addbacks and one-time expenses, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
For the year ended December 31, 2023, other adjustments, net of $7.9 million included $4.1 million in expenses related to provision for credit losses on the OppFi Card finance receivables, $4.1 million in expenses related to stock compensation, $1.5 million in expenses related to corporate development, $0.9 million in expenses related to retention and severance, and $0.3 million in expenses related to legal matters, partially offset by a $3.0 million addback from the reclassification of OppFi Card finance receivables from assets held for sale to assets held for investment at amortized cost.
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.
As a result of our Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to our status as a public company, and the change in fair value of warrant liabilities.
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, stock options, and the employee stock purchase plan, in any periods in which their inclusion would have an antidilutive effect.
We believe that presenting Adjusted EPS is useful to investors and others because, due to our Up-C structure, Basic EPS calculated on a GAAP basis excludes a large percentage of our 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.
The following table presents auto approval rate for the years ended December 31, 2024 and 2023: Year Ended December 31, Change 2024 2023 % Auto-approval rate 76.5 % 71.9 % 6.3 % Auto-approval rate increased by 6.3% for the year ended December 31, 2024 to 76.5% from 71.9% for the year ended December 31, 2023, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process. 74 Table of Contents RESULTS OF OPERATIONS Comparison of the years ended December 31, 2024 and 2023 The following table presents our consolidated results of operations for the years ended December 31, 2024 and 2023 (in thousands, except share and per share data).
The following table presents auto approval rate for the years ended December 31, 2025 and 2024: Year Ended December 31, Change 2025 2024 % Auto-approval rate 79.2 % 76.5 % 3.6 % Auto-approval rate increased to 79.2% for the year ended December 31, 2025 from 76.5% for the year ended December 31, 2024, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process. 74 Table of Contents RESULTS OF OPERATIONS The following table presents our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data).
(c) Assumes a tax rate of 23.46% for the year ended December 31, 2024 and a tax rate of 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes. 81 Table of Contents 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.
(b) Assumes a tax rate of 23.99% for the year ended December 31, 2025, 23.46% for the year ended December 31, 2024, and 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes. 80 Table of Contents 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.
We believe these adjustments provide investors with a comparative view of expenses that the Company expects to incur on an ongoing basis. 79 Table of Contents The following table presents reconciliations of non-GAAP financial measures for the years ended December 31, 2024 and 2023 (in thousands, except share and per share data).
We believe these adjustments provide investors with a comparative view of expenses that we expect to incur on an ongoing basis. The following table presents reconciliations of non-GAAP financial measures for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data).
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.
Our future capital requirements will depend on multiple factors, including our 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.
To the extent our unrestricted cash balances, funds from operating income and funds from undrawn debt are insufficient to satisfy our liquidity needs in the future, we may need to raise additional capital through equity or debt financing and may not be able to do so on terms acceptable to us, if at all.
Adjusted EBT is a non-GAAP financial 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 addbacks and one-time expenses.
Adjusted EBT and Adjusted Net Income Adjusted EBT is a non-GAAP financial 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.
You should review the sections titled “ Cautionary Note Concerning Factors That May Affect Future Results ” and “Risk Factors” of this Form 10-K 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.
You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Annual Report on Form 10-K 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.
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.
Under the if-converted method, shares of our Class V Voting Stock are assumed to be exchanged, together with Class A common units of OppFi-LLC (“OppFi Units”), into shares of our Class A Common Stock as of the beginning of the period.
Change in fair value consists of gross charge-offs incurred in the period on the OppLoans installment product, net of recoveries, plus the change in the fair value on the installment loans portfolio.
Change in Fair Value of Finance Receivables Change in fair value of finance receivables 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.
OppFi believes that its unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet its liquidity need s, 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.
We believe that our unrestricted cash, undrawn debt and funds from operating income will be sufficient to meet our liquidity need s, including repayment of the current portion of our debt as it becomes due, for at least the next 12 months from the date of this Annual Report.
The following table presents net charge-offs as a percentage of total revenue and as a percentage of average receivables for the years ended December 31, 2024 and 2023: Year Ended December 31, Change 2024 2023 % Net charge-offs as % of total revenue 39.1 % 43.5 % (10.1) % Net charge-offs as % of average receivables 51.4 % 55.4 % (7.2) % Net charge-offs as a percentage of total revenue decreased to 39.1% for the year ended December 31, 2024 from 43.5% for the year ended December 31, 2023.
The following table presents net charge-offs as a percentage of total revenue and as a percentage of average receivables for the years ended December 31, 2025 and 2024: Year Ended December 31, Change 2025 2024 % Net charge-offs as % of total revenue 37.0 % 39.1 % (5.5) % Net charge-offs as % of average receivables 49.4 % 51.4 % (4.0) % Net charge-offs as a percentage of total revenue decreased to 37.0% for the year ended December 31, 2025 from 39.1% for the year ended December 31, 2024.
The following table presents average yield for the years ended December 31, 2024 and 2023: Year Ended December 31, Change 2024 2023 % Average yield 131.4 % 127.3 % 3.3 % Average yield increased to 131.4% for the year ended December 31, 2024 from 127.3% for the year ended December 31, 2023.
The following table presents average yield for the years ended December 31, 2025 and 2024: Year Ended December 31, Change 2025 2024 % Average yield 133.5 % 131.4 % 1.5 % Average yield increased to 133.5% for the year ended December 31, 2025 from 131.4% for the year ended December 31, 2024.
If the Company is unable to raise additional capital when needed, its results of operations and financial condition could be materially and adversely impacted.
If we are unable to raise additional capital when needed, our results of operations and financial condition could be materially and adversely impacted.
Change in fair value totaled $204.4 million for the year ended December 31, 2024, which was comprised of $240.4 million of gross charge-offs, offset by $34.7 million of recoveries and a positive fair value adjustment of $1.3 million, down from $231.4 million for the year ended December 31, 2023, which was comprised of $246.5 million of gross charge-offs and a negative fair value adjustment of $10.5 million, offset by $25.6 million of recoveries.
Change in fair value totaled $215.9 million for the year ended December 31, 2025, which was comprised of $263.9 million of gross charge-offs, offset by $43.1 million of recoveries and a positive fair value adjustment of $4.9 million, up from $204.4 million for the year ended December 31, 2024, which was comprised of $240.4 million of gross charge-offs, offset by $34.7 million of recoveries and a positive fair value adjustment of $1.3 million.
Financing Activities Net cash used in financing activities was $66.0 million for the year ended December 31, 2024.
Financing Activities Net cash used in financing activities was $88.5 million for the year ended December 31, 2025.
This was an increase of $27.7 million when compared to net cash provided by operating activities of $296.1 million for the year ended December 31, 2023. Cash provided by operating activities increased mainly due to higher net income. Investing Activities Net cash used in investing activities was $243.4 million for the year ended December 31, 2024.
This was an increase of $77.5 million when compared to net cash provided by operating activities of $323.8 million for the year ended December 31, 2024. Cash provided by operating activities increased mainly due to higher net income. Investing Activities Net cash used in investing activities was $307.8 million for the year ended December 31, 2025.
CASH FLOWS The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, Change 2024 2023 $ % Net cash provided by operating activities $ 323,806 $ 296,146 $ 27,660 9.3 % Net cash used in investing activities (243,442) (244,292) 850 (0.3) Net cash used in financing activities (66,019) (27,581) (38,438) 139.4 Net increase in cash and restricted cash $ 14,345 $ 24,273 $ (9,928) (40.9) % 82 Table of Contents Operating Activities Net cash provided by operating activities was $323.8 million for the year ended December 31, 2024.
CASH FLOWS The following table presents cash provided by (used in) operating, investing and financing activities during the years ended December 31, 2025, 2024 and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 401,305 $ 323,806 $ 296,146 Net cash used in investing activities (307,804) (243,442) (244,292) Net cash used in financing activities (88,526) (66,019) (27,581) Net increase in cash and restricted cash $ 4,975 $ 14,345 $ 24,273 81 Table of Contents Comparison of the years ended December 31, 2025 and 2024 Operating Activities Net cash provided by operating activities was $401.3 million for the year ended December 31, 2025.
For further details, see Note 1 to the Consolidated Financial Statements, “Description of Business and Significant Accounting Policies.” 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.
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.
Comparison of the years ended December 31, 2024 and 2023 Year Ended December 31, (unaudited) 2024 2023 Weighted average Class A common stock outstanding 20,145,606 16,391,199 Weighted average Class V voting stock outstanding 65,619,358 93,857,926 Elimination of earnouts at period end — (25,500,000) Dilutive impact of restricted stock units 789,783 261,595 Dilutive impact of performance stock units 72,802 40,584 Dilutive impact of stock options 24,679 — Dilutive impact of employee stock purchase plan 199 — Weighted average diluted shares outstanding 86,652,427 85,051,304 (in thousands, except share and per share data) Year Ended December 31, 2024 Year Ended December 31, 2023 (unaudited) $ Per Share $ Per Share Weighted average diluted shares outstanding 86,652,427 85,051,304 Net income $ 83,837 $ 0.97 $ 39,479 $ 0.46 Income tax expense 4,215 0.05 2,331 0.03 Other income (318) — (431) (0.01) Change in fair value of warrant liabilities 8,244 0.10 4,976 0.06 Other addbacks and one-time expenses, net (a) 12,024 0.14 7,928 0.09 Adjusted EBT (b) 108,002 1.25 54,283 0.64 Less: pro forma taxes (c) 25,337 0.29 12,789 0.15 Adjusted net income (b) $ 82,665 $ 0.95 $ 41,494 $ 0.49 (a) For the year ended December 31, 2024, other addbacks and one-time expenses, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development.
Year Ended December 31, (Unaudited) 2025 2024 2023 Weighted average Class A common stock outstanding 26,506,458 20,145,606 16,391,199 Weighted average Class V voting stock outstanding 60,114,665 65,619,358 68,357,926 Dilutive impact of restricted stock units 1,090,206 789,783 261,595 Dilutive impact of performance stock units 39,440 72,802 40,584 Dilutive impact of stock options 196,595 24,679 — Dilutive impact of employee stock purchase plan — 199 — Weighted average diluted shares outstanding 87,947,364 86,652,427 85,051,304 Year Ended December 31, (In thousands, except share and per share data) 2025 2024 2023 (Unaudited) $ Per Share $ Per Share $ Per Share Weighted average diluted shares outstanding 87,947,364 86,652,427 85,051,304 Net income $ 146,247 $ 1.66 $ 83,837 $ 0.97 $ 39,479 $ 0.46 Income tax expense 9,885 0.11 4,215 0.05 2,331 0.03 Other expense (income), net 4,173 0.05 (318) — (431) (0.01) Change in fair value of warrant liabilities 11,347 0.13 8,244 0.10 4,976 0.06 Other adjustments, net (a) 12,218 0.14 12,024 0.14 7,928 0.09 Adjusted EBT 183,870 2.09 108,002 1.25 54,283 0.64 Less: pro forma taxes (b) 44,111 0.50 25,337 0.29 12,789 0.15 Adjusted net income $ 139,759 $ 1.59 $ 82,665 $ 0.95 $ 41,494 $ 0.49 (a) For the year ended December 31, 2025, other adjustments, net of $12.2 million included $10.0 million in expenses related to stock compensation, $1.2 million in expenses related to legal matters, $0.9 million in expenses related to severance, $0.8 million in expenses related to the tax receivable agreement liability, $0.5 million in expenses related to corporate development, 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.
Despite the slight increase in expenses for the year ended December 31, 2024, expenses as a percent of total revenue decreased from 44.6% to 43.1% for the year ended December 31, 2024 compared to the year ended December 31, 2023. 76 Table of Contents Income from Operations Income from operations is the difference between net revenue and expenses.
Expenses as a percent of total revenue decreased from 43.1% to 35.9% for the year ended December 31, 2025 compared to the year ended December 31, 2024. Income from Operations Income from operations is the difference between net revenue and expenses.
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 as defined above with respect to which the Company ultimately purchased a receivable from bank partners or originated directly), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, Change 2024 2023 $ % Total net originations $ 801,514 $ 747,839 $ 53,675 7.2 % Total retained net originations $ 732,799 $ 723,369 $ 9,430 1.3 % Percentage of net originations by bank partners 100.0 % 97.7 % N/A 2.4 % Percentage of net originations by new loans 44.0 % 43.6 % N/A 0.8 % Total net originations increased to $801.5 million for the year ended December 31, 2024 from $747.8 million for the year ended December 31, 2023.
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 we ultimately purchased a receivable from our bank partners), and percentage of net originations by new loans for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, Change 2025 2024 $ % Total net originations $ 899,270 $ 801,514 $ 97,756 12.2 % Total retained net originations 791,124 732,799 58,325 8.0 % Percentage of net originations by new loans 42.1 % 44.0 % N/A (4.2) % Total net originations increased to $899.3 million for the year ended December 31, 2025 from $801.5 million for the year ended December 31, 2024.
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.
Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.
Other liabilities decreased by $0.3 million as of December 31, 2024 compared to December 31, 2023 driven by a decrease in the operating lease liability of $1.8 million, partially offset by an increase in the tax receivable agreement liability of $1.5 million.
Other liabilities increased by $11.4 million as of December 31, 2025 driven by an increase in the tax receivable agreement liability of $13.3 million, partially offset by a decrease in the operating lease liability of $1.9 million.
The following table presents ending receivables as of December 31, 2024 and 2023 (in thousands): As of December 31, Change 2024 2023 $ % Ending receivables $ 425,240 $ 416,463 $ 8,777 2.1 % Ending receivables increased to $425.2 million as of December 31, 2024 from $416.5 million as of December 31, 2023.
The following table presents ending receivables as of December 31, 2025 and 2024 (in thousands): As of December 31, Change 2025 2024 $ % Ending receivables $ 493,118 $ 425,240 $ 67,878 16.0 % Ending receivables increased to $493.1 million as of December 31, 2025 from $425.2 million as of December 31, 2024.
This increase was driven primarily by higher total revenue and lower change in fair value and provision for credit losses on finance receivables, slightly offset by higher expenses for the year ended December 31, 2024 as a result of the reasons stated above.
Income from operations increased by $72.1 million to $166.7 million for the year ended December 31, 2025 from $94.5 million for the year ended December 31, 2024. This increase was driven primarily by higher total revenue and lower expenses, partially offset by higher change in fair value of finance receivables, as a result of the reasons stated above.
CONDENSED BALANCE SHEETS Comparison of the years ended December 31, 2024 and 2023 The following table presents our condensed balance sheet as of December 31, 2024 and 2023 (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.
The following tables present reconciliations of non-GAAP financial measures for the years ended December 31, 2025, 2024 and 2023 (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 years ended December 31, 2024 and 2023 (in thousands, except share and per share data) Year Ended December 31, Variance (unaudited) 2024 2023 $ % Net income $ 83,837 $ 39,479 $ 44,358 112.4 % Income tax expense 4,215 2,331 1,884 80.8 Other income (318) (431) 113 (26.3) Change in fair value of warrant liabilities 8,244 4,976 3,268 65.7 Other addbacks and one-time expenses, net (a) 12,024 7,928 4,096 51.7 Adjusted EBT (b) 108,002 54,283 53,719 99.0 Less: pro forma taxes (c) 25,337 12,789 12,548 98.1 Adjusted net income (b) $ 82,665 $ 41,494 $ 41,171 99.2 % Adjusted earnings per share (b) $ 0.95 $ 0.49 Weighted average diluted shares outstanding 86,652,427 85,051,304 (a) For the year ended December 31, 2024, other addbacks and one-time expenses, net of $12.0 million included $5.3 million in expenses related to stock compensation, $3.0 million in expenses related to OppFi Card’s exit activities, $1.8 million in expenses related to legal matters, $1.3 million in expenses related to severance, and $0.7 million in expenses related to corporate development.
Year Ended December 31, % Change (Unaudited) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net income $ 146,247 $ 83,837 $ 39,479 74.4 % 112.4 % Income tax expense 9,885 4,215 2,331 134.5 80.8 Other expense (income), net 4,173 (318) (431) 1411.7 (26.3) Change in fair value of warrant liabilities 11,347 8,244 4,976 37.6 65.7 Other adjustments, net (a) 12,218 12,024 7,928 1.6 51.7 Adjusted EBT 183,870 108,002 54,283 70.2 99.0 Less: pro forma taxes (b) 44,111 25,337 12,789 74.1 98.1 Adjusted net income $ 139,759 $ 82,665 $ 41,494 69.1 % 99.2 % Adjusted earnings per share $ 1.59 $ 0.95 $ 0.49 Weighted average diluted shares outstanding 87,947,364 86,652,427 85,051,304 (a) For the year ended December 31, 2025, other adjustments, net of $12.2 million included $10.0 million in expenses related to stock compensation, $1.2 million in expenses related to legal matters, $0.9 million in expenses related to severance, $0.8 million in expenses related to the tax receivable agreement liability, $0.5 million in expenses related to corporate development, 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.
Net income attributable to OppFi Inc. was $7.3 million for the year ended December 31, 2024, up from a net loss of $1.0 million for the year ended December 31, 2023.
Net income attributable to OppFi Inc. was $26.3 million for the year ended December 31, 2025, an increase from $7.3 million for the year ended December 31, 2024.
HIGHLIGHTS Our financial results as of and for the year ended December 31, 2024 are summarized below: • Basic and diluted earnings per share (“EPS”) of $0.36 for the year ended December 31, 2024; • Adjusted earnings per share (“Adjusted EPS”) (1) of $0.95 for the year ended December 31, 2024 an increase of $0.46 from $0.49 for the year ended December 31, 2023; • Net originations increased 7.2% to $801.5 million from $747.8 million for the years ended December 31, 2024 and 2023, respectively; • Ending receivables increased 2.1% to $425.2 million from $416.5 million as of December 31, 2024 and 2023, respectively; • Total revenue increased 3.3% to $526.0 million from $508.9 million for the years ended December 31, 2024 and 2023, respectively; • Net income of $83.8 million for the year ended December 31, 2024, an increase of $44.4 million from $39.5 million for the year ended December 31, 2023; and • Adjusted net income (“Adjusted Net Income”) (1) of $82.7 million for the year ended December 31, 2024, an increase of $41.2 million from $41.5 million for the year ended December 31, 2023.
HIGHLIGHTS Our financial results as of and for the year ended December 31, 2025 are summarized below: • Net income increased 74.4% to $146.2 million from $83.8 million for the years ended December 31, 2025 and 2024, respectively; • Basic and diluted earnings per share (“EPS”) increased $0.63 to $0.99 from $0.36 for the years ended December 31, 2025 and 2024, respectively; 71 Table of Contents • Adjusted net income (“Adjusted Net Income”) (1) increased 69.1% to $139.8 million from $82.7 million for the years ended December 31, 2025 and 2024, respectively; • Adjusted earnings per share (“Adjusted EPS”) (1) increased $0.64 to $1.59 from $0.95 for the years ended December 31, 2025 and 2024, respectively; • Total revenue increased 13.5% to $597.1 million from $526.0 million for the years ended December 31, 2025 and 2024, respectively; • Net originations increased 12.2% to $899.3 million from $801.5 million for the years ended December 31, 2025 and 2024, respectively; • Ending receivables increased 16.0% to $493.1 million from $425.2 million as of December 31, 2025 and 2024, respectively; and (1) Adjusted EPS and Adjusted Net Income are non-GAAP financial measures.
The 1.3% increase for the year ended December 31, 2024 was a result of the originations growth outpacing the growth in the percentage of loans retained by our bank partners. Total net originations by our bank partners increased to 100.0% for the year ended December 31, 2024 from 97.7% for the year ended December 31, 2023.
The 8.0% increase for the year ended December 31, 2025 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.
Income from operations increased by $48.2 million to $94.5 million for the year ended December 31, 2024 from income from operations of $46.4 million for the year ended December 31, 2023.
Income Tax Expense Income tax expense of $9.9 million for the year ended December 31, 2025 increased by $5.7 million from $4.2 million for the year ended December 31, 2024.
Net Income Net income is the difference between income before income taxes and income tax expense. Net income increased by $44.4 million to $83.8 million for the year ended December 31, 2024 from $39.5 million for the year ended December 31, 2023 for the reasons stated above. Net Income (Loss) Attributable to OppFi Inc.
Net income increased by $62.4 million to $146.2 million for the year ended December 31, 2025 from $83.8 million for the year ended December 31, 2024 for the reasons stated above. Net Income Attributable to OppFi Inc.
This was a decrease of $0.9 million when compared to net cash used in investing activities of $244.3 million for the year ended December 31, 2023, mainly due to higher finance receivables repaid and recovered, partially offset by higher finance receivables originated and acquired, increased purchases of equipment and capitalized technology, and the cash consideration for the acquisition of the equity interest in Bitty.
This was an increase of $64.4 million when compared to net cash used in investing activities of $243.4 million for the year ended December 31, 2024, mainly due to higher finance receivables acquired and originated, capitalization of technology development expenses, and lower finance receivables repaid and recovered, partially offset by the acquisition of equity method investment in 2024.
The decrease in net charge-offs as a percentage of average receivables for the year ended December 31, 2024 is a result of both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs compared to the year ended December 31, 2023. 73 Table of Contents 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 decrease was mainly a result of higher average receivables balances over the period. 73 Table of Contents 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.
(1) Adjusted EPS and Adjusted Net Income, non-GAAP financial measures, were not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). For information regarding our uses and definitions of these financial measures and for reconciliations to the most directly comparable GAAP financial measures, see the section titled “Non-GAAP Financial Measures” below.
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.
The following table presents our unrestricted cash and undrawn debt as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 Unrestricted cash $ 61,344 $ 31,791 Undrawn debt $ 206,242 $ 192,333 As of December 31, 2024, OppFi had $61.3 million in unrestricted cash, an increase of $29.6 million from December 31, 2023.
The following table presents our unrestricted cash and undrawn debt as of December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Unrestricted cash $ 49,451 $ 61,344 Undrawn debt 203,647 206,242 As of December 31, 2025, we had $49.5 million in unrestricted cash, a decrease of $11.9 million from December 31, 2024.
Net charge-offs as a percentage of average receivables decreased to 51.4% for the year ended December 31, 2024 from 55.4% for the year ended December 31, 2023.
The decrease was mainly a result of a higher yielding portfolio over the period for the reasons discussed above in “Average Yield”. Net charge-offs as a percentage of average receivables decreased to 49.4% for the year ended December 31, 2025 from 51.4% for the year ended December 31, 2024.
Net Revenue Net revenue is equal to total revenue less the change in fair value and provision for credit losses on finance receivables. Net revenue increased by $48.3 million, or 17.7%, to $321.5 million for the year ended December 31, 2024 from $273.2 million for the year ended December 31, 2023.
Net revenue increased by $59.7 million, or 18.6%, to $381.2 million for the year ended December 31, 2025 from $321.5 million for the year ended December 31, 2024. The increase was due to the increase in total revenue, partially offset by the increase in change in fair value of finance receivables.
For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
These borrowings were generally secured by all the assets of OppFi-LLC that were not otherwise sold or pledged to secure our structured finance facilities, such as assets belonging to our SPEs. For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
This was an increase of $38.4 million when compared to net cash used in financing activities of $27.6 million for the year ended December 31, 2023, primarily due to an increase in distributions to members of OppFi-LLC, net payments of senior debt, repurchases of common stock, and dividends paid on common stock. 83 Table of Contents 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.
This was an increase of $22.5 million when compared to net cash used in financing activities of $66.0 million for the year ended December 31, 2024, primarily due to an increase in distributions to members of OppFi-LLC, paying down the term loan, repurchases of and dividends paid on common stock, and payments for debt issuance costs, partially offset by increased utilization of revolving lines of credit.
As of December 31, 2024, OppFi had an additional $206.2 million of unused debt capacity under its financing facilities for future availability, representing a 39% overall undrawn capacity, an increase from $192.3 million as of December 31, 2023. The increase in undrawn debt was driven primarily by using excess cash to pay down debt on our term loan.
As of December 31, 2025, we had an additional $203.6 million of unused debt capacity under our financing facilities for future availability, representing a 39% overall undrawn capacity, a decrease from $206.2 million as of December 31, 2024.
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.
Other income of $0.3 million for the year ended December 31, 2024 was comprised of income attributed to the sublease of one of our office facilities. 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 (expense) income, net.
The following is a summary of OppFi’s borrowings as of December 31, 2024 and 2023, including borrowing capacity as of December 31, 2024 (in thousands): Borrowing December 31, December 31, Interest Rate as of Maturity Purpose Borrower(s) Capacity 2024 2023 December 31, 2024 Date Senior debt, net Revolving line of credit Opportunity Funding SPE V, LLC (Tranche B) (1) 125,000 84,500 103,400 SOFR plus 6.75% June 2026 Revolving line of credit Opportunity Funding SPE V, LLC (Tranche C) (1) 125,000 62,500 37,500 SOFR plus 7.50% July 2027 Revolving line of credit Opportunity Funding SPE IX, LLC (Castlelake) 150,000 85,871 93,871 SOFR plus 7.50% December 2026 Revolving line of credit Gray Rock SPV LLC 75,000 55,957 48,442 SOFR plus 7.45% October 2026 Total revolving lines of credit 475,000 288,828 283,213 Term loan, net OppFi-LLC 50,000 29,930 49,454 SOFR plus 0.11% plus 10.00% September 2025 Total senior debt, net $ 525,000 $ 318,758 $ 332,667 Note payable Financed insurance premium OppFi-LLC $ — $ — $ 1,449 9.70% June 2024 (2) (1) 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, originally entered into on July 19, 2023 (as amended, supplemented or otherwise modified prior to the Amendment Date, the “A&R Credit Agreement”), by and among OppFi-LLC, Opportunity Funding SPE V, LLC, OppWin, LLC, Midtown Madison Management LLC, as administrative and collateral agent and the lenders party thereto.
The following is a summary of OppFi’s borrowings as of December 31, 2025 and 2024, including borrowing capacity as of December 31, 2025 (in thousands): Borrowing Maturity Borrower Capacity 2025 2024 Interest Rate as of December 31, 2025 Date Senior debt, net Revolving line of credit Opportunity Funding SPE V, LLC (Tranche B) $ — $ — $ 84,500 SOFR plus 6.75% June 2026 (1) Revolving line of credit Opportunity Funding SPE V, LLC (Tranche C) 62,500 46,875 62,500 SOFR plus 7.75% February 2029 Revolving line of credit Opportunity Funding SPE V, LLC (Tranche D) 237,500 132,125 — SOFR plus 7.30% February 2029 Revolving line of credit Opportunity Funding SPE IX, LLC — — 85,871 SOFR plus 7.50% December 2026 (2) Revolving line of credit Opportunity Funding SPE IX, LLC 150,000 79,000 — SOFR plus 6.00% September 2029 Revolving line of credit Gray Rock SPV LLC 75,000 63,353 55,957 SOFR plus 7.45% October 2026 Total revolving lines of credit 525,000 321,353 288,828 Term loan, net OppFi-LLC — — 29,930 SOFR plus 0.11% plus 10.00% September 2025 (3) Total senior debt, net $ 525,000 $ 321,353 $ 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.
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.
Total stockholders’ equity increased by $74.7 million as of December 31, 2025 mainly 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 repurchases and dividends paid. 78 Table of Contents 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.
Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $88.3 million, OppFi had approximately $613.3 million in funding capacity as of December 31, 2024.
The decrease in undrawn debt was driven primarily by an increase in the utilization of revolving lines of credit to fund receivables growth. Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $93.3 million, we had approximately $618.3 million in funding capacity as of December 31, 2025.
The fair value adjustment for the year ended December 31, 2024 had a positive impact due to the increase in receivables over the period with a slightly higher fair value mark.
The fair value adjustment for the year ended December 31, 2025 had a positive impact due to the increase in receivables over the period combined with a slight increase to the fair value premium. Net Revenue Net revenue is equal to total revenue less the change in fair value of, and provision for credit losses on, finance receivables.
For the year ended December 31, 2023, income from economic interest was $7.1 million, offset by loss from change in fair value of warrant liabilities of $5.0 million, income tax expense of $2.1 million, and general and administrative expenses of $1.0 million, for a net loss attributable to OppFi Inc. of $1.0 million. 77 Table of Contents Diluted Earnings per Share For the years ended December 31, 2024 and 2023, the Company’s outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method.
Diluted Earnings per Share For the years ended December 31, 2025 and 2024, our outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method.
Total debt decreased by $15.4 million as of December 31, 2024 compared to December 31, 2023 driven by a decrease in the term loan of $19.5 million and notes payable of $1.4 million, partially offset by an increase in utilization of revolving lines of credit of $5.6 million.
Total debt increased by $2.6 million as of December 31, 2025 driven primarily by an increase in the utilization of revolving lines of credit to fund receivables growth, partially offset by the pay down of the remainder of our term loan.
The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.
There is a direct correlation between origination growth and revenue growth. Loans are considered to be originated when the prospective borrower’s application is approved. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.
Accounts payable and accrued expenses increased by $6.8 million as of December 31, 2024 compared to December 31, 2023 driven by an increase in accrued expenses of $10.4 million, partially offset by a decrease in accounts payable of $3.6 million.
Accounts payable and accrued expenses increased by $12.9 million as of December 31, 2025 driven by an increase in accrued expenses of $11.0 million and an increase in accounts payable of $1.9 million.
Warrant liabilities increased by $8.2 million due to the increase in the valuation of the warrants as of December 31, 2024 compared to December 31, 2023.
Warrant liabilities increased by $11.3 million as of December 31, 2025 due to the increase in the valuation of the warrants correlated with the increase in the share price of our Class A Common Stock over the period.
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, excluding 25,500,000 shares related to earnout units, and including the impact of dilutive securities, such as restricted stock units, performance stock units, stock options, and the employee stock purchase plan.
(b) Assumes a tax rate of 23.99% for the year ended December 31, 2025, 23.46% for the year ended December 31, 2024, and 23.56% for the year ended December 31, 2023, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes. 79 Table of Contents 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.
Income from Equity Method Investment On July 31, 2024, OppFi entered into the Securities Purchase Agreement to acquire 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.
We determined that we do not have a controlling financial interest in Bitty, but do exercise significant influence, and therefore the investment was accounted for under the equity method. Our proportionate share of Bitty’s earnings was $5.0 million for the year ended December 31, 2025, an increase of $3.5 million from $1.4 million for the year ended December 31, 2024.
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.
Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025. 82 Table of Contents FINANCING ARRANGEMENTS We, through certain of the special purpose entity subsidiaries of OppFi-LLC (“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.
During the third quarter of 2023, the Company ceased directly originating loans and transitioned completely to a servicing / facilitation model for bank partners. Total net originations of new loans as percentage of total loans increased to 44.0% for the year ended December 31, 2024 from 43.6% for the year ended December 31, 2023.
Total net originations of new loans as percentage of total loans decreased to 42.1% for the year ended December 31, 2025 from 44.0% for the year ended December 31, 2024.
The increase was partially offset by reduced payment processing fees related to a renegotiation, lower capitalized technology amortization expense, lower interest expense resulting from paying down debt and rate decreases throughout 2024, and lower direct marketing costs resulting from a shift towards relatively lower-cost loans.
The decrease in expenses was primarily driven by lower interest expense resulting from paying down debt and rate decreases, as well as lower capitalized technology amortization expense. The decrease was partially offset by higher direct marketing costs resulting from the expansion of our direct mail channel.
The increase is a result of accelerating growth from our bank partners’ expansion into additional states, increased demand through certain marketing partners, and enhanced lead evaluation capabilities driving higher quality applications. 72 Table of Contents Ending Receivables Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period.
The decrease was a result of originations growth from refinance and returning customers outweighing originations growth from new customers. 72 Table of Contents Ending Receivables Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period.
This increase was due to both the increase in total revenue and the decrease in change in fair value and provision for credit losses on finance receivables. Expenses Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and general and administrative expenses.
Expenses Expenses include costs related to salaries and employee benefits, interest expense and amortized debt issuance costs, sales and marketing, customer operations, technology, products, and analytics, and general and administrative expenses. Expenses decreased by $12.4 million, or 5.5%, to $214.5 million for the year ended December 31, 2025 from $226.9 million for the year ended December 31, 2024.
The 7.2% increase was a result of bank partners’ expansion into additional states, increased demand through certain marketing partners, and enhanced lead evaluation capabilities driving higher quality applications. Total retained net originations increased to $732.8 million for the year ended December 31, 2024 from $723.4 million for the year ended December 31, 2023.
The 12.2% increase was a result of increased demand from both new and returning customers and improvements to our credit model allowing for higher average loan sizes. Total retained net originations increased to $791.1 million for the year ended December 31, 2025 from $732.8 million for the year ended December 31, 2024.
Income before income taxes increased by $46.2 million, or 110.6%, to $88.1 million for the year ended December 31, 2024 from $41.8 million for the year ended December 31, 2023 for the reasons stated above.
Income before income taxes increased by $68.1 million, or 77.3%, to $156.1 million for the year ended December 31, 2025 from $88.1 million for the year ended December 31, 2024 driven by the increases to income from operations and income from equity method investment, partially offset by the greater loss from the change in fair value of warrant liabilities for the reasons stated above.
The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the years ended December 31, 2024 and 2023. The key performance metrics presented are for the OppLoans product only and exclude the SalaryTap and OppFi Card products.
The following tables and related discussion set forth key financial and operating metrics for our operations as of and for the years ended December 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.
The 2.1% increase was primarily driven by a higher receivables balance to begin the year in 2024 relative to 2023, growth in retained net originations year over year, and a healthier portfolio leading to fewer charge-offs year over year. Average Yield Average yield represents total revenue from the period as a percent of average receivables.
The 16.0% increase was primarily driven by higher retained net originations and improvements to our credit model allowing for longer term loans and higher average loan sizes. Average Yield Average yield represents total revenue from the period as a percent of average receivables. Receivables are defined as the unpaid principal balances of loans.
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.
Shares of our Class V Voting Stock may be exchanged, together with OppFi Units, into shares of our Class A Common Stock. Adjusted EPS therefore presents our Adjusted Net Income on a per share basis based on the shares of our common stock that would be issued but for, and can be issued as a result of, our Up-C structure.
OppFi’s specialty finance platform focuses on helping these consumers rebuild their financial health. Customers on OppFi’s platform 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.
The banks that work with us benefit from our turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers. Our primary products are offered by our OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages.
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.
The average installment loan for a new borrower facilitated by us is approximately $1,950, payable in installments and with an average contractual term of 11 months.
OppFi’s primary mission is to facilitate financial inclusion and credit access to the 60 million everyday Americans who face credit insecurity with digital specialty finance products and an unwavering commitment to its customers. 70 Table of Contents OppFi works with banks to facilitate short-term credit options for everyday Americans who lack access to mainstream financial products.
Our primary mission is to facilitate financial inclusion and credit access to the 48 million everyday Americans who face credit insecurity through unwavering commitment to our customers, who benefit from a highly automated, transparent, efficient, and fully digital experience.
Other assets decreased by $4.2 million as of December 31, 2024 compared to December 31, 2023 mainly due to a decrease in the deferred tax asset of $4.4 million, a decrease in the operating lease right of use asset of $1.6 million, and a decrease in capitalized debt issuance costs of $1.1 million, partially offset by an increase in property, equipment, and software of $3.3 million.
Other assets increased by $35.5 million as of December 31, 2025 mainly due to an increase in property, equipment, and internal-use software, net of $14.0 million, largely related to development work on our new loan management software system, and an increase in the deferred tax asset of $10.6 million.
Year Ended December 31, Change 2024 2023 $ % Assets Cash and restricted cash $ 88,288 $ 73,943 $ 14,345 19.4 % Finance receivables at fair value 473,696 463,320 10,376 2.2 Finance receivables at amortized cost, net — 110 (110) (100.0) Equity method investment 19,194 — 19,194 — Other assets 59,993 64,170 (4,177) (6.5) Total assets $ 641,171 $ 601,543 $ 39,628 6.6 % Liabilities and stockholders’ equity Accounts payable and accrued expenses $ 33,290 $ 26,448 $ 6,842 25.9 % Other liabilities 39,802 40,086 (284) (0.7) Total debt 318,758 334,116 (15,358) (4.6) Warrant liabilities 15,108 6,864 8,244 120.1 Total liabilities 406,958 407,514 (556) (0.1) Total stockholders’ equity 234,213 194,029 40,184 20.7 Total liabilities and stockholders’ equity $ 641,171 $ 601,543 $ 39,628 6.6 % Total cash and restricted cash increased by $14.3 million as of December 31, 2024 compared to December 31, 2023 driven by an increase in received payments relative to originations, partially offset by the cash consideration for the acquisition of the equity interest in Bitty.
Year Ended December 31, Change 2025 2024 $ % Assets Cash and restricted cash $ 93,263 $ 88,288 $ 4,975 5.6 % Finance receivables at fair value 546,236 473,696 72,540 15.3 Equity method investment 19,076 19,194 (118) (0.6) Other assets 95,515 59,993 35,522 59.2 Total assets $ 754,090 $ 641,171 $ 112,919 17.6 % Liabilities and stockholders’ equity Accounts payable and accrued expenses $ 46,171 $ 33,290 $ 12,881 38.7 % Other liabilities 51,235 39,802 11,433 28.7 Total debt 321,353 318,758 2,595 0.8 Warrant liabilities 26,455 15,108 11,347 75.1 Total liabilities 445,214 406,958 38,256 9.4 Total stockholders’ equity 308,876 234,213 74,663 31.9 Total liabilities and stockholders’ equity $ 754,090 $ 641,171 $ 112,919 17.6 % Total cash and restricted cash increased by $5.0 million as of December 31, 2025 driven primarily by growth in cash provided by operating activities, partially offset by growth in finance receivables acquired as well as various financing activities, including the pay down of the remainder of our term loan, common stock repurchases, and dividends paid.
Change in Fair Value of Warrant Liabilities The fair value of warrant liabilities increased by $8.2 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively. These warrant liabilities arose with respect to warrants issued in connection with the initial public offering of FGNA and are subject to re-measurement at each balance sheet date.
Change in Fair Value of Warrant Liabilities The change in fair value of warrant liabilities resulted in losses of $11.3 million and $8.2 million for the years ended December 31, 2025 and 2024, respectively.
Servicing costs are derived from an internal analysis of our cost structure considering the characteristics of our installment finance receivables and have been benchmarked against observable information on comparable assets in the marketplace. • Default rate: The default rate reflects our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable.
The most significant unobservable input is our expected default rate, which represents our estimate of principal payments that will not be repaid over the remaining life of an installment finance receivable.
Finance receivables at fair value increased by $10.4 million as of December 31, 2024 compared to December 31, 2023 mainly driven by growth in retained net originations and a healthier portfolio leading to fewer charge-offs year over year.
Finance receivables at fair value increased by $72.5 million as of December 31, 2025 mainly driven by originations growth and term extension initiatives in 2025. Equity method investment decreased by $0.1 million as of December 31, 2025 mainly due to cash distributions from Bitty.

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