SCHWARTZ THEODORE G 4
4 · OppFi Inc. · Filed Apr 30, 2026
Research Summary
AI-generated summary of this filing
OppFi 10% Owner Theodore G. Schwartz Exercises Exchange Rights, Cancels Shares
What Happened
Theodore G. Schwartz, identified as a 10% owner, exercised exchange/conversion rights on April 28, 2026 that involved 18,887,359 and 3,000,000 shares of Class V common stock (total 21,887,359). The filings show zero cash consideration — the Class V shares were cancelled and the reporting person received (or caused the receipt of) the equivalent Class A common stock/common units under the issuer's exchange provisions. The transactions are recorded as both exercise/conversion (code M) and disposition to the issuer (code D), reflecting the conversion and cancellation rather than a market sale.
Key Details
- Transaction date: April 28, 2026; Form 4 filed April 30, 2026 (appears timely).
- Shares involved: 18,887,359 and 3,000,000 Class V shares (total 21,887,359). Price reported: $0.00; total cash consideration: $0.
- Post-transaction holdings: not specified in the provided excerpt.
- Notable footnotes:
- Class V shares represented voting, non‑economic interests and were cancelled on exercise of Exchange Rights (F1, F2).
- The conversion resulted in receipt of Class A common stock or equivalent Common Units of Opportunity Financial (F2, F4, F6).
- The reporting person is manager of the general partner of LTHS Capital Group LP and may be deemed to beneficially own securities held by that entity but disclaims beneficial ownership except for pecuniary interest (F5).
- Transaction codes: M = exercise/conversion of derivative; D = disposition to issuer. This was an exchange/cancellation transaction, not an open‑market sale.
Context
This was a derivative/exchange transaction (exercise of Exchange Rights) converting Class V voting, non‑economic shares into Class A shares or equivalent units and cancelling the Class V shares. Because the reported price is $0.00 and shares were cancelled or exchanged with the issuer, this is not a market sale and does not reflect an executed sale for cash. As a 10% owner and manager of related entities, this filing reflects structural ownership conversion rather than routine buying or selling in the open market.
Insider Transaction Report
- Disposition to Issuer
Class V Common Stock
[F1][F2][F3]2026-04-28−18,887,359→ 0 total(indirect: By LLC) - Disposition to Issuer
Class V Common Stock
[F1][F2][F3]2026-04-28−3,000,000→ 0 total(indirect: By LLC) - Exercise/Conversion
Class A Common Stock
[F4][F5]2026-04-28+18,887,359→ 18,887,359 total(indirect: By LTHS Capital Group LP) - Exercise/Conversion
Class A Common Stock
[F4]2026-04-28+3,000,000→ 3,000,000 total(indirect: By Trust) - Exercise/Conversion
Class A Common Units
[F6][F5]2026-04-28−18,887,359→ 0 total(indirect: By LTHS Capital Group LP)Exercise: $0.00→ Class A Common Stock (18,887,359 underlying) - Exercise/Conversion
Class A Common Units
[F6]2026-04-28−3,000,000→ 0 total(indirect: By Trust)Exercise: $0.00→ Class A Common Stock (3,000,000 underlying)
- 12,907
Class A Common Stock
Footnotes (6)
- [F1]Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represented voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock were entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock would be cancelled by the Issuer if the reporting person exercised (or caused LTHS Capital Group LP or LTHS Revocable Trust to exercise) Exchange Rights (as defined below in footnote 6).
- [F2]Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial").
- [F3]The shares of Class V Common Stock were held by OppFi Shares, LLC ("OFS"), which had sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person had the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or LTHS Capital Group LP's or LTHS Revocable Trust's) Exchange Rights.
- [F4]Reflects shares of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") received in connection with the exercise of the Exchange Rights.
- [F5]The reporting person is the manager of the general partner of LTHS Capital Group LP and may be deemed to beneficially own the securities held by LTHS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F6]Common Units of Opportunity Financial generally represented economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit could be exchanged by the holder from time to time for either one share of Class A Common Stock or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights").