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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________________________

FORM 10-Q

__________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to__________

Commission File Number 001-39550

__________________________________________________________________

OppFi Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________________


Delaware (State or other jurisdiction of incorporation or organization)			85-1648122 (I.R.S. Employer Identification No.)
130 E. Randolph Street. Suite 3400 Chicago, IL (Address of principal executive offices)			60601 (Zip Code)

(312) 212-8079

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A common stock, par value $0.0001 per share

OPFI

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share

OPFI WS

New York Stock Exchange

__________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 5, 2025, there were 87,306,132 shares of common stock, including 28,357,891 shares of Class A common stock, par value $0.0001 per share, 0 shares of Class B common stock, par value $0.0001 per share and 58,948,241 shares of Class V common stock, par value $0.0001 per share, outstanding.

Table of Contents


Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets			2
Consolidated Statements of Operations			4
Consolidated Statements of Stockholders’ Equity			5
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8
Item 2. Management ’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			42
Item 4. Controls and Procedures			42
Part II. Other Information
Item 1. Legal Proceedings			43
Item 1A. Risk Factors			43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			43
Item 3. Defaults Upon Senior Securities			43
Item 4. Mine Safety Disclosures			43
Item 5. Other Information			43
Item 6. Exhibits			44
Signatures			45

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OppFi Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


	June 30,		December 31,
	2025		2024
Assets
Cash(1)	$	45,227	$	61,344
Restricted cash(1)	33,038		26,944
Total cash and restricted cash	78,265		88,288
Finance receivables at fair value(1)	491,488		473,696
Settlement receivable(1)	4,037		2,036
Equity method investment	18,574		19,194
Debt issuance costs, net(1)	4,310		2,730
Property, equipment and software, net	19,442		13,676
Operating lease right-of-use assets	9,637		10,583
Deferred tax asset	33,949		21,340
Other assets(1)	13,673		9,628
Total assets	$	673,375	$	641,171
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable(1)	$	2,731	$	879
Accrued expenses(1)	27,109		32,411
Operating lease liabilities	12,383		13,294
Senior debt, net(1)	305,897		318,758

Warrant liabilities	70,019		15,108
Tax receivable agreement liability	37,531		26,508
Total liabilities	455,670		406,958
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.0001 par value (1,000,000 shares authorized with no shares issued and outstanding as of June 30, 2025 and December 31, 2024)	—		—
Class A common stock, $0.0001 par value (379,000,000 shares authorized with 29,606,879 shares issued and 27,868,255 shares outstanding as of June 30, 2025 and 23,774,639 shares issued and 22,036,015 shares outstanding as of December 31, 2024)	3		2
Class B common stock, $0.0001 par value (6,000,000 shares authorized with no shares issued and outstanding as of June 30, 2025 and December 31, 2024)	—		—
Class V voting stock, $0.0001 par value (115,000,000 shares authorized with 59,199,542 and 64,189,434 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)	6		7
Additional paid-in capital	110,884		93,903
Accumulated deficit	(91,531)		(55,127)
Treasury stock, at cost (1,738,624 shares as of June 30, 2025 and December 31, 2024)	(6,011)		(6,011)
Total OppFi Inc.’s stockholders’ equity	13,351		32,774
Noncontrolling interest	204,354		201,439
Total stockholders’ equity	217,705		234,213
Total liabilities and stockholders’ equity	$	673,375	$	641,171

(1) Includes amounts in consolidated variable interest entities (“VIEs”) presented separately in the table below.

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Table of Contents

OppFi Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited) - Continued

(in thousands)



The following table summarizes the consolidated assets and liabilities of VIEs, which are included in the Consolidated Balance Sheets. The assets below may only be used to settle obligations of VIEs and are in excess of those obligations.

	June 30,		December 31,
	2025		2024
Assets of consolidated VIEs, included in total assets above
Cash	$	243	$	235
Restricted cash	19,586		16,872
Total cash and restricted cash	19,829		17,107
Finance receivables at fair value	419,186		416,859
Settlement receivable	4,037		2,036
Debt issuance costs, net	4,310		2,730
Other assets	26		11
Total assets	$	447,388	$	438,743
Liabilities of consolidated VIEs, included in total liabilities above

Accrued expenses	$	3,175	$	3,191
Senior debt, net	305,897		288,828
Total liabilities	$	309,072	$	292,019

See notes to consolidated financial statements.

Table of Contents

OppFi Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue:
Interest and loan related income	$	141,144	$	125,076	$	280,262	$	251,355
Other revenue	1,299		1,228		2,449		2,292
	142,443		126,304		282,711		253,647
Change in fair value of finance receivables	(42,197)		(40,019)		(91,655)		(104,121)
Provision for credit losses on finance receivables	—		(4)		—		(31)
Net revenue	100,246		86,281		191,056		149,495
Expenses:
Salaries and employee benefits	17,754		16,227		31,532		32,225
Direct marketing costs	11,890		12,808		22,178		22,320
Interest expense and amortized debt issuance costs	9,639		10,964		19,886		22,394
Professional fees	4,792		4,798		8,991		10,279
Technology costs	3,382		2,963		6,343		6,021
Depreciation and amortization	1,502		2,490		3,262		5,215
Payment processing fees	1,527		1,676		3,157		3,762
Occupancy	1,030		1,042		2,069		1,984
Exit costs, net	(1)		(33)		(1,449)		2,885
General, administrative and other	3,923		3,859		7,787		7,639
Total expenses	55,438		56,794		103,756		114,724
Income from operations	44,808		29,487		87,300		34,771
Other (expense) income:
Change in fair value of warrant liabilities	(33,304)		(976)		(54,911)		4,195
Income from equity method investment	1,121		—		2,197		—
Other income	79		79		159		159
Income before income taxes	12,704		28,590		34,745		39,125
Income tax expense	1,224		914		2,875		1,318
Net income	11,480		27,676		31,870		37,807
Less: net income attributable to noncontrolling interest	32,260		24,610		64,022		29,204
Net (loss) income attributable to OppFi Inc.	$	(20,780)	$	3,066	$	(32,152)	$	8,603

(Loss) earnings per common share attributable to OppFi Inc.:
(Loss) earnings per common share:
Basic	$	(0.78)	$	0.16	$	(1.28)	$	0.44
Diluted	$	(0.78)	$	0.16	$	(1.28)	$	0.36
Weighted average common shares outstanding:
Basic	26,610,330		19,675,934		25,158,196		19,440,680
Diluted	26,610,330		19,675,934		25,158,196		86,148,477

See notes to consolidated financial statements.

Table of Contents

OppFi Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except share data)


	Class A Common Stock			Class V Voting Stock			Additional Paid-		Accumulated		Treasury		Noncontrolling		Total Stockholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Stock		Interest		Equity
Balance, March 31, 2025	25,309,798	$	3	61,134,952	$	6	$	100,720	$	(72,168)	$	(6,011)	$	214,214	$	236,764
Exchange of Class V shares	1,935,410	—		(1,935,410)	—		4,091		1,417		—		(5,508)		—
Issuance of common stock under equity incentive plan	793,672	—		—	—		—		—		—		—		—



Stock-based compensation	—	—		—	—		5,091		—		—		—		5,091
Exercise of warrants	200	—		—	—		3		—		—		—		3
Exercise of stock options	400	—		—	—		1		—		—		—		1
Tax withholding on vesting of restricted stock units	(171,225)	—		—	—		(1,621)		—		—		—		(1,621)


Member distributions	—	—		—	—		—		—		—		(36,612)		(36,612)
Tax receivable agreement	—	—		—	—		(3,551)		—		—		—		(3,551)
Deferred tax asset	—	—		—	—		6,150		—		—		—		6,150
Net (loss) income	—	—		—	—		—		(20,780)		—		32,260		11,480

Balance, June 30, 2025	27,868,255	$	3	59,199,542	$	6	$	110,884	$	(91,531)	$	(6,011)	$	204,354	$	217,705

Balance, March 31, 2024	19,311,623	$	2	91,606,194	$	9	$	78,669	$	(58,044)	$	(2,460)	$	179,116	$	197,292
Exchange of Class V shares	319,228	—		(319,228)	—		435		11		—		(446)		—
Issuance of common stock under equity incentive plan	912,852	—		—	—		—		—		—		—		—

Stock-based compensation	—	—		—	—		2,092		—		—		—		2,092
Tax withholding on vesting of restricted stock units	(173,169)	—		—	—		(552)		—		—		—		(552)
Purchase of treasury stock	(769,715)	—		—	—		—		—		(2,533)		—		(2,533)
Common stock dividend ($0.12 per share)	—	—		—	—		—		(2,374)		—		—		(2,374)
Member distributions	—	—		—	—		—		—		—		(20,219)		(20,219)
Tax receivable agreement	—	—		—	—		(216)		—		—		—		(216)
Deferred tax asset	—	—		—	—		523		—		—		—		523
Net income	—	—		—	—		—		3,066		—		24,610		27,676

Balance, June 30, 2024	19,600,819	$	2	91,286,966	$	9	$	80,951	$	(57,341)	$	(4,993)	$	183,061	$	201,689

Continued on next page

Table of Contents

OppFi Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Unaudited) - Continued

(in thousands, except share data)


	Class A Common Stock			Class V Voting Stock			Additional Paid-		Accumulated		Treasury		Noncontrolling		Total Stockholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Stock		Interest		Equity
Balance, December 31, 2024	22,036,015	$	2	64,189,434	$	7	$	93,903	$	(55,127)	$	(6,011)	$	201,439	$	234,213
Exchange of Class V shares	4,989,892	1		(4,989,892)	(1)		11,082		2,162		—		(13,244)		—
Issuance of common stock under equity incentive plan	1,077,313	—		—	—		—		—		—		—		—
Issuance of common stock under employee stock purchase plan	30,289	—		—	—		91		—		—		—		91


Stock-based compensation	—	—		—	—		6,352		—		—		—		6,352
Exercise of warrants	275	—		—	—		4		—		—		—		4
Exercise of stock options	400	—		—	—		1		—		—		—		1
Tax withholding on vesting of restricted stock units	(265,929)	—		—	—		(2,469)		—		—		—		(2,469)

Common stock dividend ($0.25 per share)	—	—		—	—		—		(6,414)		—		—		(6,414)
Member distributions	—	—		—	—		—		—		—		(47,863)		(47,863)
Tax receivable agreement	—	—		—	—		(9,433)		—		—		—		(9,433)
Deferred tax asset	—	—		—	—		11,353		—		—		—		11,353
Net (loss) income	—	—		—	—		—		(32,152)		—		64,022		31,870

Balance, June 30, 2025	27,868,255	$	3	59,199,542	$	6	$	110,884	$	(91,531)	$	(6,011)	$	204,354	$	217,705

Balance, December 31, 2023	18,850,860	$	2	91,898,193	$	9	$	76,480	$	(63,591)	$	(2,460)	$	183,589	$	194,029
Exchange of Class V shares	611,227	—		(611,227)	—		1,120		21		—		(1,141)		—
Issuance of common stock under equity incentive plan	1,069,564	—		—	—		—		—		—		—		—
Issuance of common stock under employee stock purchase plan	66,072	—		—	—		119		—		—		—		119
Stock-based compensation	—	—		—	—		3,096		—		—		—		3,096
Tax withholding on vesting of restricted stock units	(227,189)	—		—	—		(741)		—		—		—		(741)
Purchase of treasury stock	(769,715)	—		—	—		—		—		(2,533)		—		(2,533)
Common stock dividend ($0.12 per share)	—	—		—	—		—		(2,374)		—		—		(2,374)
Member distributions	—	—		—	—		—		—		—		(28,591)		(28,591)
Tax receivable agreement	—	—		—	—		130		—		—		—		130
Deferred tax asset	—	—		—	—		747		—		—		—		747
Net income	—	—		—	—		—		8,603		—		29,204		37,807
Balance, June 30, 2024	19,600,819	$	2	91,286,966	$	9	$	80,951	$	(57,341)	$	(4,993)	$	183,061	$	201,689

See notes to consolidated financial statements.

Table of Contents

OppFi Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net income	$	31,870	$	37,807
Adjustments to reconcile net income to net cash provided by operating activities:
Change in fair value of finance receivables	91,655		104,121
Provision for credit losses on finance receivables	—		31
Depreciation and amortization	3,262		5,215
Debt issuance cost amortization	1,687		1,148
Stock-based compensation expense	6,352		3,096
Loss on disposition of equipment	2		3
Impairment of right of use asset	155		—
Deferred income taxes	1,328		1,243
Tax receivable agreement liability adjustment	47		57
Change in fair value of warrant liabilities	54,911		(4,195)
Income from equity method investment	(2,197)		—
Distribution received from equity method investment	2,817		—
Changes in assets and liabilities:
Accrued interest and fees receivable	(2,916)		1,400
Settlement receivable	(2,001)		(76)
Operating lease, net	(120)		(71)
Other assets	(4,045)		400
Accounts payable	1,852		(2,043)
Accrued expenses	(5,302)		3,596
Net cash provided by operating activities	179,357		151,732
Cash flows from investing activities:
Finance receivables originated and acquired	(367,739)		(336,893)
Finance receivables repayments	261,208		264,270
Purchases of equipment and capitalized technology	(9,030)		(4,721)

Net cash used in investing activities	(115,561)		(77,344)
Cash flows from financing activities:
Member distributions	(47,863)		(28,591)
Net advances (payments) of senior debt - revolving lines of credit	17,069		(21,113)
Payments of senior debt - term loan	(30,000)		(10,000)
Payments of note payable	—		(1,449)
Payments for debt issuance costs	(3,197)		(812)
Proceeds from employee stock purchase plan	91		119
Exercise of warrants	4		—
Exercise of stock options	1		—
Payments of tax withholding on vesting of restricted stock units	(2,469)		(741)
Payments on tax receivable agreement liability	(1,041)		—
Purchase of treasury stock	—		(2,533)
Dividend paid on common stock	(6,414)		(2,374)
Net cash used in financing activities	(73,819)		(67,494)
Net (decrease) increase in cash and restricted cash	(10,023)		6,894

Cash and restricted cash
Beginning	88,288		73,943
Ending	$	78,265	$	80,837

Supplemental disclosure of cash flow information:
Interest paid on borrowed funds	$	18,135	$	21,592
Income taxes paid	$	3,658	$	391

Supplemental disclosure of noncash activities:
Adjustments to additional paid-in capital as a result of tax receivable agreement	$	(9,433)	$	130
Adjustments to additional paid-in capital as a result of adjustment to deferred tax asset	$	11,353	$	747





See notes to consolidated financial statements.

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

Note 1. Description of Business and Significant Accounting Policies

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

OppFi is organized as a C corporation that owns an equity interest in Opportunity Financial, LLC (“OppFi-LLC”), a Delaware limited liability company, in what is commonly referred to as an “Up-C” structure in which substantially all of the assets and the business of the Company are held by OppFi-LLC and its subsidiaries. OppFi’s only direct assets consist of Class A common units of OppFi-LLC (“OppFi Units”). As of June 30, 2025 and December 31, 2024, OppFi owned approximately 32.0% and 25.6% of the OppFi Units, respectively, and controls OppFi-LLC as the sole manager of OppFi-LLC in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (“OppFi A&R LLCA”). All remaining OppFi Units (“Retained OppFi Units”) are beneficially owned by the members of OppFi-LLC (“Members”). OppFi Shares, LLC (“OFS”), a Delaware limited liability company, holds a controlling voting interest in OppFi through its ownership of shares of Class V common stock, par value $0.0001 per share, of OppFi (“Class V Voting Stock”) in an amount equal to the number of Retained OppFi Units and therefore has the ability to control OppFi-LLC.

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

These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and the related notes as of and for the year ended December 31, 2024 included in the 2024 Annual Report. In the opinion of the Company’s management, these unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations that may be expected for the full year ending December 31, 2025.

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

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

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

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

Participation rights purchase obligations: As of June 30, 2025 and December 31, 2024, the unpaid principal balance of finance receivables outstanding for purchase was $9.1 million and $7.1 million, respectively.

Equity method investment: For the three and six months ended June 30, 2025, amortization expense related to identifiable intangible assets of $0.1 million and $0.3 million, respectively, was included in income from equity method investment in the consolidated statements of operations.

Capitalized technology: The Company capitalized software development costs totaling $4.2 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively, and $8.3 million and $4.4 million for the six months ended June 30, 2025 and 2024, respectively. The Company also capitalized interest associated with application development totaling $0.4 million and $0.7 million for the three and six months ended June 30, 2025, respectively. Amortization expense, which is included in depreciation and amortization in the consolidated statements of operations, totaled $1.4 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively, and $3.0 million and $4.9 million for the six months ended June 30, 2025 and 2024, respectively.

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

Noncontrolling interests: Noncontrolling interests are held by the Members, who retained 68.0% and 74.4% of the economic ownership percentage of OppFi-LLC as of June 30, 2025 and December 31, 2024, respectively. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, the Company classifies the noncontrolling interests as a component of stockholders’ equity in the consolidated balance sheets. Additionally, the Company has presented the net income attributable to the Company and the noncontrolling ownership interests separately in the consolidated statements of operations.

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

In May 2025, the Company entered into an agreement with one of its vendors to terminate its remaining contract associated with its OppFi Card product. The agreement required the Company to pay contractual liability totaling $0.4 million. The agreement also discharged the Company’s remaining contractual liability of $0.1 million, which resulted in the reversal of previously recognized expenses of $0.1 million.

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

Recently adopted accounting pronouncements: None.

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

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

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Table of Contents

Note 2. Finance Receivables at Fair Value

The components of installment finance receivables at fair value as of June 30, 2025 and December 31, 2024 were as follows (in thousands):


	2025		2024
Unpaid principal balance of finance receivables - accrual	$	409,862	$	394,030
Unpaid principal balance of finance receivables - non-accrual	27,888		31,210
Unpaid principal balance of finance receivables	$	437,750	$	425,240

Finance receivables at fair value - accrual	$	467,637	$	452,438
Finance receivables at fair value - non-accrual	2,583		2,906
Finance receivables at fair value, excluding accrued interest and fees receivable	470,220		455,344
Accrued interest and fees receivable	21,268		18,352
Finance receivables at fair value	$	491,488	$	473,696

Difference between unpaid principal balance and fair value	$	32,470	$	30,104

The Company’s policy is to discontinue and reverse the accrual of interest income on installment finance receivables at the earlier of 60 days past due on a recency basis or 90 days past due on a contractual basis. As of June 30, 2025 and December 31, 2024, the aggregate unpaid principal balance of installment finance receivables 90 days or more past due on a contractual basis was $15.1 million and $14.4 million, respectively. As of June 30, 2025 and December 31, 2024, the fair value of installment finance receivables 90 days or more past due on a contractual basis was $1.4 million and $1.3 million, respectively.

Changes in the fair value of installment finance receivables at fair value for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Balance at the beginning of the period	$	454,683	$	412,038	$	473,696	$	463,320
Originations	200,860		184,351		367,739		336,869
Repayments	(124,180)		(127,579)		(261,208)		(264,187)
Accrued interest and fees receivable	2,322		1,691		2,916		(1,399)
Charge-offs, net(1)	(45,509)		(41,072)		(94,021)		(102,059)
Net change in fair value(1)	3,312		1,053		2,366		(2,062)
Balance at the end of the period	$	491,488	$	430,482	$	491,488	$	430,482

(1) Included in “Change in fair value of finance receivables” in the consolidated statements of operations.

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Note 3. Property, Equipment and Software, Net

Property, equipment and software as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	2025		2024
Capitalized technology	$	76,491	$	67,515
Furniture, fixtures and equipment	4,479		4,432
Leasehold improvements	979		979
Total property, equipment and software	81,949		72,926
Less accumulated depreciation and amortization	(62,507)		(59,250)
Property, equipment and software, net	$	19,442	$	13,676

Note 4. Accrued Expenses

Accrued expenses as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	2025		2024
Accrual for services rendered and goods purchased	$	11,364	$	12,592

Accrued payroll and benefits	5,512		10,141
Amount due to bank partners	3,911		3,070
Accrued interest	2,583		2,519
Deferred lease revenue	1,779		212
Accrued exit costs	180		2,017

Other	1,780		1,860
Total	$	27,109	$	32,411

Note 5. Leases

On January 30, 2025, the Company entered into a new sublease agreement with a third-party sublessee to extend the sublease of one of its office facilities from August 2025 through August 2030. The new sublease agreement includes an option for the third-party sublessee to terminate the lease agreement. The Company is not reasonably certain that the third-party sublessee will terminate the lease agreement; as such, lease payments do not take into account this option. The Company’s new sublease agreement does not contain any material residual value guarantees or material restrictive covenants. Under the terms of the new sublease agreement, the third-party sublessee provides the Company with an irrevocable letter of credit in the amount of $0.1 million. The Company is entitled to draw on the letter of credit in the event of any default under the terms of the new sublease agreement. The Company expects to receive $1.7 million over the term of the new sublease agreement. Deferred lease revenue as of June 30, 2025 was $1.8 million which will be recognized over the remaining lease term of approximately over five years. The new sublease agreement did not relieve the Company of its primary obligation under its lease agreement. The sublease income to be earned was determined to be less than the costs associated with the primary lease held by the Company. As a result, the Company recorded additional impairment expense of $0.2 million on the lease commencement date to adjust its operating lease right-of-use asset, which was included in general, administrative and other in the consolidated statement of operations.

The components of total lease cost for three and six months ended June 30, 2025 and 2024 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	550	$	585	$	1,108	$	1,182
Variable lease expense	432		435		863		769
Short-term lease cost	39		15		80		18
Sublease income	(79)		(79)		(159)		(159)
Total lease cost	$	942	$	956	$	1,892	$	1,810

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Supplemental cash flow information related to the leases for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	819	$	621	$	1,229	$	1,254

The weighted average remaining lease term and discount rate as of June 30, 2025 and December 31, 2024 were as follows:


	2025		2024
Weighted average remaining lease term (in years)	5.3		5.8
Weighted average discount rate	5	%	5	%

Future minimum lease payments as of June 30, 2025 were as follows (in thousands):


Year	Amount
Remaining of 2025	$	1,253
2026	2,557
2027	2,633
2028	2,712
2029	2,794
2030	2,144

Total lease payments	14,093
Less: imputed interest	(1,710)
Operating lease liabilities	$	12,383

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Note 6. Borrowing

The following was a summary of the Company’s outstanding borrowings as of June 30, 2025 and December 31, 2024, including borrowing capacity as of June 30, 2025 (in thousands):


Purpose	Borrower(s)	Borrowing Capacity		2025		2024		Interest Rate as of June 30, 2025					Maturity 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		126,125		—		SOFR	plus	7.30%			February 2029
Revolving line of credit	Opportunity Funding SPE IX, LLC	150,000		75,000		85,871		SOFR	plus	7.50%			December 2026
Revolving line of credit	Gray Rock SPV LLC	75,000		57,897		55,957		SOFR	plus	7.45%			October 2026
Total revolving lines of credit		525,000		305,897		288,828

Term loan, net	OppFi-LLC	—		—		29,930		SOFR	plus	0.11%	plus	10%	September 2025	(2)
Total senior debt, net		$	525,000	$	305,897	$	318,758



(1) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in February 2025.
(2) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in March 2025.

Senior debt, net:

Revolving line of credit - Opportunity Funding SPE V, LLC

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

Term loan, net

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

Certain of the Company’s foregoing credit facilities that consist of revolving lines of credit are subject to provisions that provide for a cross-default in the event certain covenants under the relevant agreements are breached.

Total interest expense related to the Company’s senior debt, which is included in interest expense and amortized debt issuance costs in the consolidated statements of operations, was $9.0 million and $10.4 million for the three months ended June 30, 2025 and 2024, respectively, and was $18.2 million and $21.2 million for the six months ended June 30, 2025 and 2024, respectively. Amortized debt issuance costs associated with the Company’s senior debt, which is included in interest expense and amortized debt issuance costs in the consolidated statements of operations, were $0.7 million and $0.6 million for the three months ended June 30, 2025 and 2024, respectively, and were $1.7 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, unamortized debt issuance costs associated with the Company’s senior debt totaled $4.3 million related to the revolving lines of credit. As of December 31, 2024, unamortized debt issuance costs associated with the Company’s senior debt totaled $2.8 million of which $2.7 million related to the revolving lines of credit and $0.1 million related to the term loan.

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Note 7. Warrant Liabilities

As of June 30, 2025, there were 13,352,042 Public Warrants and 1,987,120 Private Placement Warrants outstanding. As of December 31, 2024, there were 13,352,317 Public Warrants and 1,987,120 Private Placement Warrants outstanding. During the three and six months ended June 30, 2025, 200 and 275 Public Warrants were exercised, respectively. The change in fair value of the Public Warrants and Private Placement Warrants increased by $28.0 million and $5.3 million, respectively, for the three months ended June 30, 2025 and increased by $46.8 million and $8.1 million, respectively, for the six months ended June 30, 2025. The change in fair value of the Public Warrants and Private Placement Warrants increased by $0.6 million and $0.4 million, respectively, for the three months ended June 30, 2024 and decreased by $3.1 million and $1.1 million, respectively, for the six months ended June 30, 2024.

Note 8. Stockholders’ Equity

Share repurchase: There were no repurchase activities during the three and six months ended June 30, 2025. During the three and six months ended June 30, 2024, OppFi repurchased 769,715 shares of Class A Common Stock, for an aggregate purchase price of $2.5 million at an average purchase price per share of $3.27. As of June 30, 2025, $16.4 million of the repurchase authorization under the Repurchase Program remained available.

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

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

Note 9. Stock-Based Compensation

On July 20, 2021, the Company established the OppFi Inc. 2021 Equity Incentive Plan (“Plan”), which provides for the grant of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards to employees, non-employee directors, officers, and consultants. As of June 30, 2025, the maximum aggregate number of shares of Class A Common Stock that may be issued under the Plan (including from outstanding awards) was 27,106,245 shares. As of June 30, 2025, the Company had only granted awards in the form of options, restricted stock units, and performance stock units.

Stock options: A summary of the Company’s stock option activity for the six months ended June 30, 2025 was as follows:


(in thousands, except share and per share data)	Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2024	1,842,192	$	13.65	6.6	$	1,065
Granted	—	—		—	—
Exercised	(400)	3.17		—	—
Forfeited	—	—		—	—
Outstanding as of June 30, 2025	1,841,792	$	13.65	6.1	$	5,426
Vested and exercisable as of June 30, 2025	1,743,743	$	13.98	6.1	$	4,710

The Company recognized stock-based compensation expense related to stock options of $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 the Company had unrecognized stock-based compensation of $0.1 million related to unvested stock options that is expected to be recognized over an estimated weighted-average period of approximately 0.7 years.

Cash received from the exercise of a stock option during the three and six months ended June 30, 2025 was $3 thousand. The total intrinsic value of the stock option exercised during the three and six months ended June 30, 2025 was $2 thousand. There were no stock options exercised during the three and six months ended June 30, 2024.

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Restricted stock units: A summary of the Company’s restricted stock units (“RSUs”) activity for the six months ended June 30, 2025 was as follows:


	Shares	Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2024	1,824,128	$	3.15
Granted	1,526,700	9.62
Vested	(906,619)	5.65
Forfeited	(104,959)	3.33
Unvested as of June 30, 2025	2,339,250	$	6.40

The Company recognized stock-based compensation related to RSUs of $5.0 million and $1.9 million for the three months ended June 30, 2025 and 2024, respectively, and $6.0 million and $2.7 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, total unrecognized compensation expense related to RSUs was $13.4 million, which will be recognized over a weighted-average vesting period of approximately 3.4 years.

Performance stock units: A summary of the Company’s performance stock units (“PSUs”) activity for the six months ended June 30, 2025 was as follows:


	Shares	Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2024	76,556	$	3.41
Granted	—	—
Vested	(36,545)	3.40
Forfeited	—	—
Unvested as of June 30, 2025	40,011	$	3.42

The Company recognized stock-based compensation related to PSUs of $11 thousand and $30 thousand for the three months ended June 30, 2025 and 2024, respectively, and $34 thousand and $67 thousand for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, total unrecognized compensation expense related to PSUs was $16 thousand, which will be recognized over a weighted-average vesting period of approximately 0.8 years.

Employee stock purchase plan: On July 20, 2021, the Company established the OppFi Inc. 2021 Employee Stock Purchase Plan (“ESPP”). As of June 30, 2025, the maximum aggregate number of shares of Class A Common Stock that may be issued under the ESPP was 1,892,787 and may consist of authorized but unissued or reacquired shares of Class A Common Stock.

As of June 30, 2025 and December 31, 2024, there were 391,581 and 361,292 shares of the Company’s Class A Common Stock purchased under the ESPP, respectively. As of June 30, 2025 and December 31, 2024, ESPP employee payroll contributions of $0.3 million and $0.1 million, respectively, are included within accrued expenses on the consolidated balance sheets. Payroll contributions accrued as of June 30, 2025 will be used to purchase shares at the end of the ESPP offering period ending on June 30, 2025. Payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. The Company recognized ESPP compensation expense of $38 thousand and $19 thousand for the three months ended June 30, 2025 and 2024, respectively, and $78 thousand and $46 thousand for the six months ended June 30, 2025 and 2024, respectively.

Note 10. Income Taxes

For the three months ended June 30, 2025, OppFi recorded an income tax expense of $1.2 million and reported consolidated income before income taxes of $12.7 million, resulting in a 9.6% effective income tax rate. For the three months ended June 30, 2024, OppFi recorded an income tax expense of $0.9 million and reported consolidated income before income taxes of $28.6 million, resulting in a 3.2% effective income tax rate. For the six months ended June 30, 2025, OppFi recorded an income tax expense of $2.9 million and reported consolidated income before income taxes of $34.7 million, resulting in a 8.3% effective

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income tax rate. For the six months ended June 30, 2024, OppFi recorded an income tax expense of $1.3 million and reported consolidated income before income taxes of $39.1 million, resulting in a 3.4% effective income tax rate.

OppFi’s effective income tax rates for the three and six months ended June 30, 2025 and 2024 differ from the federal statutory income tax rate of 21% primarily due to the noncontrolling interest in the Up-C partnership structure, nondeductible expenses, state income taxes, warrant liability, and discrete tax items. The warrant liability is recorded by OppFi and is a fair market value adjustment of the warrant liability and is a permanent difference between GAAP and taxable income, which impacts OppFi’s effective income tax rate. For the three months ended June 30, 2025, one discrete item was recorded consisting of a $0.6 million benefit related to stock compensation, which decreased the effective tax rate by 4.8%. Excluding the aforementioned discrete item, the effective tax rate for the three months ended June 30, 2025 would have been 14.4%. For the three months ended June 30, 2024, one discrete item was recorded consisting of a $0.1 million benefit related to stock compensation, which decreased the effective tax rate by 0.5%. Excluding the aforementioned discrete item, the effective rate for the three months ended June 30, 2024 would have been 3.7%. For the six months ended June 30, 2025, one discrete item was recorded consisting of a $0.7 million benefit related to stock compensation, which decreased the effective tax rate by 2.0%. Excluding the aforementioned discrete item, the effective tax rate for the six months ended June 30, 2025 would have been 10.3%. For the six months ended June 30, 2024, two discrete items were recorded consisting of a $17 thousand expense related to a prior period adjustment based on FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” and a $0.2 million benefit related to stock compensation, which in total decreased the effective tax rate by 0.5%. Excluding the aforementioned discrete items, the effective tax rate for the six months ended June 30, 2024 would have been 3.9%.

OppFi is subject to a 21% federal income tax rate on its activities and its distributive share of income from OppFi-LLC, as well as various state and local income taxes. As of June 30, 2025 and 2024, OppFi owned 32.0% and 17.7%, respectively, of the outstanding units of OppFi-LLC and considers appropriate tax accounting only on this portion of OppFi-LLC’s activity. Additionally, OppFi’s income tax rate varies from the 21% statutory federal income tax rate primarily due to a permanent difference related to the adjustment of the warrant liabilities recorded by OppFi. This fair value adjustment of the warrant liabilities represents a large portion of OppFi’s pre-tax book income or loss and is a permanent difference between GAAP and taxable income, which impacts OppFi’s effective income tax rate.

As of June 30, 2025 and December 31, 2024, OppFi recorded an unrecognized tax benefit of $0.1 million and $0.1 million, respectively, related to research and development credits allocated from OppFi-LLC. ASC 740, Income Taxes, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for the payment of interest and penalties as of June 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

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Note 11. Fair Value Measurements

Fair value on a nonrecurring basis: As of June 30, 2025 and December 31, 2024, the Company had no assets or liabilities measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances.

Fair value measurement on a recurring basis: The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 were as follows (in thousands):


			Fair Value Measurements
	2025		Level 1		Level 2		Level 3
Financial assets:
Finance receivables at fair value, excluding accrued interest and fees receivable (1)	$	470,220	$	—	$	—	$	470,220

Financial liabilities:
Warrant liability - Public Warrants (2)	57,147		57,147		—		—
Warrant liability - Private Placement Warrants (3)	12,872		—		—		12,872

			Fair Value Measurements
	2024		Level 1		Level 2		Level 3
Financial assets:
Finance receivables at fair value, excluding accrued interest and fees receivable (1)	$	455,344	$	—	$	—	$	455,344

Financial liabilities:
Warrant liability - Public Warrants (2)	10,342		10,342		—		—
Warrant liability - Private Placement Warrants (3)	4,766		—		—		4,766

(1) The Company primarily estimates the fair value of its installment finance receivables portfolio using discounted cash flow models that have been internally developed. The model’s inputs include, but not limited to discount rate, servicing cost, default rate and prepayment rate, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.
(2) The fair value measurement for the Public Warrants is categorized as Level 1 due to the use of an observable market quote in an active market under the ticker OPFI WS.
(3) The fair value of the Private Placement Warrants is measured using a Black-Scholes option-pricing model; accordingly, the fair value measurement for the Private Placement Warrants is categorized as Level 3.

During the three and six months ended June 30, 2025 and 2024, there were no transfers of assets or liabilities in or out of Level 3 fair value measurements.

The following table presents the significant assumptions used for the Company’s Private Placement Warrants as of June 30, 2025 and December 31, 2024:


	2025						2024
Input	$11.50 Exercise Price Warrants			$15 Exercise Price Warrants			$11.50 Exercise Price Warrants			$15 Exercise Price Warrants
Risk-free interest rate	3.91		%	3.85		%	4.17		%	4.41		%
Expected term (years)	1.1 years			6.1 years			1.6 years			6.6 years
Expected volatility	64.70		%	62.50		%	47.30		%	47.30		%
Exercise price	$	11.50		$	15.00		$	11.50		$	15.00
Fair value of warrants	$	4.93		$	8.30		$	0.91		$	2.69

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The following table presents the changes in the fair value of the warrant liability - Private Placement Warrants (in thousands):


	$11.50 Exercise Price Warrants		$15 Exercise Price Warrants		Total
Fair value as of December 31, 2024	$	2,311	$	2,455	$	4,766
Change in fair value	451		2,390		2,841
Fair value as of March 31, 2025	2,762		4,845		7,607
Change in fair value	2,536		2,729		5,265
Fair value as of June 30, 2025	$	5,298	$	7,574	$	12,872

Financial assets and liabilities not measured at fair value: The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy as of June 30, 2025 and December 31, 2024 (in thousands):


			Fair Value Measurements
	2025		Level 1		Level 2		Level 3
Financial assets:
Cash	$	45,227	$	45,227	$	—	$	—
Restricted cash	33,038		33,038		—		—
Accrued interest and fees receivable	21,268		21,268		—		—
Settlement receivable	4,037		4,037		—		—

Financial liabilities:
Senior debt, net	305,897		—		—		305,897


			Fair Value Measurements
	2024		Level 1		Level 2		Level 3
Financial assets:
Cash	$	61,344	$	61,344	$	—	$	—
Restricted cash	26,944		26,944		—		—
Accrued interest and fees receivable	18,352		18,352		—		—
Settlement receivable	2,036		2,036		—		—

Financial liabilities:
Senior debt, net	318,758		—		—		318,758

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Note 12. Segment Reporting

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

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

The following table presents selected financial information for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total revenue	$	142,443	$	126,304	$	282,711	$	253,647

Charge-offs, net	(45,509)		(41,072)		(94,021)		(102,059)
Net change in fair value	3,312		1,053		2,366		(2,062)
Change in fair value of finance receivables	(42,197)		(40,019)		(91,655)		(104,121)
Provision for credit losses on finance receivables	—		(4)		—		(31)
Net revenue	100,246		86,281		191,056		149,495
Expenses:
Salaries and employee benefits	17,754		16,227		31,532		32,225
Direct marketing costs	11,890		12,808		22,178		22,320
Interest expense and amortized debt issuance costs	9,639		10,964		19,886		22,394
Professional fees	4,792		4,798		8,991		10,279
Technology costs	3,382		2,963		6,343		6,021
Depreciation and amortization	1,502		2,490		3,262		5,215
Payment processing fees	1,527		1,676		3,157		3,762
Occupancy	1,030		1,042		2,069		1,984
Exit costs, net	(1)		(33)		(1,449)		2,885
General, administrative and other	3,923		3,859		7,787		7,639
Total expenses	55,438		56,794		103,756		114,724
Income from operations	44,808		29,487		87,300		34,771
Other (expense) income:
Change in fair value of warrant liabilities	(33,304)		(976)		(54,911)		4,195
Income from equity method investment	1,121		—		2,197		—
Other income	79		79		159		159
Income before income taxes	12,704		28,590		34,745		39,125
Income tax expense	1,224		914		2,875		1,318
Net income	11,480		27,676		31,870		37,807
Less: net income attributable to noncontrolling interest	32,260		24,610		64,022		29,204
Net (loss) income attributable to OppFi Inc.	$	(20,780)	$	3,066	$	(32,152)	$	8,603

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

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Note 13. Commitments, Contingencies and Related Party Transactions

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

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

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

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

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

Related party transactions: In connection with the Business Combination, OppFi entered into the Tax Receivable Agreement with the Members and the Members’ Representative (the “Tax Receivable Agreement”). The Tax Receivable Agreement provides for payment to the Members of 90% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained OppFi Units for Class A Common Stock or cash. During the three months ended June 30, 2025, there were no payments to the Members pursuant to the Tax Receivable Agreement. During the six months ended June 30, 2025, OppFi made payments to the Members pursuant to the Tax Receivable Agreement totaling $1.0 million.

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

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Note 14. Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of finance receivables. As of June 30, 2025, consumers living primarily in Texas, Florida and Virginia made up approximately 13%, 11% and 11%, respectively, of the Company’s portfolio of finance receivables. As of June 30, 2025, there were no other states that made up more than 10% or more of the Company’s portfolio of finance receivables. As of December 31, 2024, consumers living primarily in Texas, Florida and Virginia made up approximately 14%, 11%, and 11%, respectively, of the Company’s portfolio of finance receivables. Furthermore, such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas. The Company is also exposed to a concentration of credit risk inherent in providing alternate financing programs to borrowers who cannot obtain traditional bank financing.

Note 15. Retirement Plan

The Company sponsors a 401(k) retirement plan (“401(k) Plan”) for its employees. Full time employees (except certain non-resident aliens) and others, as defined in the plan document, who are age 21 and older are eligible to participate in the 401(k) Plan. The 401(k) Plan participants may elect to contribute a portion of their eligible compensation to the 401(k) Plan. The Company has elected a matching contribution up to 4% on eligible employee compensation. The Company’s contribution, which is included in salaries and employee benefits in the consolidated statements of operations, totaled $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, and $0.7 million and $0.7 million for the six months ended June 30, 2025 and 2024, respectively.

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

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Note 16. (Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted (loss) earnings per common share for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:
Net (loss) income attributable to OppFi Inc.	$	(20,780)	$	3,066	$	(32,152)	$	8,603
Net (loss) income available to Class A common stockholders - Basic	(20,780)		3,066		(32,152)		8,603

Net income attributable to noncontrolling interest	—		—		—		29,204
Income tax expense	—		—		—		(6,875)
Net (loss) income available to Class A common stockholders - Diluted	$	(20,780)	$	3,066	$	(32,152)	$	30,932
Denominator:
Weighted-average Class A common stock outstanding - Basic	26,610,330		19,675,934		25,158,196		19,440,680
Effect of dilutive securities:
Stock options	—		—		—		—
Restricted stock units	—		—		—		602,628
Performance stock units	—		—		—		73,205
Warrants	—		—		—		—
Employee stock purchase plan	—		—		—		—
Retained OppFi Units, excluding Earnout Units	—		—		—		66,031,964
Dilutive potential common shares	—		—		—		66,707,797
Weighted-average units outstanding - diluted	26,610,330		19,675,934		25,158,196		86,148,477
(Loss) earnings per common share:
Basic	$	(0.78)	$	0.16	$	(1.28)	$	0.44
Diluted	$	(0.78)	$	0.16	$	(1.28)	$	0.36

The following table presents securities that have been excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Public Warrants	13,352,042	11,887,500	13,352,142	11,887,500
$11.50 Exercise Price Warrants	1,074,620	2,539,437	1,074,620	2,539,437
$15 Exercise Price Warrants	912,500	912,500	912,500	912,500
Stock Options	1,841,792	1,842,192	1,841,992	1,842,192
Restricted stock units	2,340,376	2,471,364	1,990,269	2,062,342
Performance stock units	40,011	102,562	45,196	109,063
Employee stock purchase plan units	8,788	—	9,433	—
Noncontrolling interest - Earnout Units (1)	—	25,500,000	—	25,500,000
Noncontrolling interest - OppFi Units	60,251,993	65,880,789	61,470,613	—
Potential common stock	79,822,122	111,136,344	80,696,765	44,853,034

(1) Earnout Units were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to July 21, 2024, the three (3) year anniversary of the closing date of the Company’s business combination. Accordingly, on such date the Earnout Units were forfeited.

OppFi Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

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Note 17. Subsequent Events

The Company has evaluated the impact of events that have occurred through the date these financial statements were issued and identified the following event that required disclosure.

New U.S. tax legislation: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The Company is currently evaluating the impact of the OBBBA, and an estimate of the financial effect is not available at this time.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Form 10-Q and our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 11, 2025 (“2024 Annual Report”), for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

OppFi Inc. (“OppFi” and, collectively with its subsidiaries, the “Company”) is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, the Company assists consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.5/5.0 star rating on Trustpilot based on over 4,900 reviews, positioning the Company among the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC (“Bitty”), a credit access company that provides revenue-based financing and other working capital solutions to small businesses.

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

OppFi’s primary products are offered by its OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan for a new borrower facilitated by OppFi is approximately $1,850, payable in installments and with an average contractual term of 11 months.

HIGHLIGHTS

Our financial results as of and for the three months ended June 30, 2025 are summarized below:

•Net income of $11.5 million for the three months ended June 30, 2025, a decrease of $16.2 million from $27.7 million for the three months ended June 30, 2024;

•Basic and diluted loss per common share of $0.78 and $0.78, respectively, for the three months ended June 30, 2025;

•Adjusted net income (“Adjusted Net Income”)(1) of $39.4 million for the three months ended June 30, 2025, an increase of $14.6 million from $24.8 million for the three months ended June 30, 2024;

•Adjusted earnings per share (“Adjusted EPS”)(1) of $0.45 for the three months ended June 30, 2025, an increase of $0.16 from $0.29 for the three months ended June 30, 2024;

•Total revenue increased 12.8% to $142.4 million from $126.3 million for the three months ended June 30, 2025 and 2024, respectively;

•Net originations increased 13.8% to $233.9 million from $205.5 million for the three months ended June 30, 2025 and 2024, respectively; and

•Ending receivables increased 13.1% to $437.8 million from $387.1 million as of June 30, 2025 and 2024, respectively.

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

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KEY PERFORMANCE METRICS

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’s operations as of and for the three and six months ended June 30, 2025 and 2024. Percentages presented are calculated from the underlying whole-dollar amounts.

Total Net Originations

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

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations with respect to which the Company ultimately purchased a receivable from bank partners), and percentage of net originations by new loans for the three and six months ended June 30, 2025 and 2024 (in thousands):








	Three Months Ended June 30,						Change
	2025			2024			$		%
Total net originations	$	233,873		$	205,549		$	28,324	13.8	%
Total retained net originations	$	205,706		$	189,344		$	16,362	8.6	%
Percentage of net originations by new loans	38.7		%	44.4		%	N/A		(12.9)	%








	Six Months Ended June 30,						Change
	2025			2024			$		%
Total net originations	$	423,041		$	369,045		$	53,996	14.6	%
Total retained net originations	$	374,669		$	341,856		$	32,813	9.6	%
Percentage of net originations by new loans	37.8		%	43.5		%	N/A		(13.1)	%

Total net originations increased to $233.9 million and $423.0 million for the three and six months ended June 30, 2025, respectively, from $205.5 million and $369.0 million for the three and six months ended June 30, 2024, respectively. The 13.8% and 14.6% increases were a result of increased demand from returning customers and improvements to our credit model driving higher issuance for our refinance and returning customers. Total retained net originations increased to $205.7 million and $374.7 million for the three and six months ended June 30, 2025, respectively, from $189.3 million and $341.9 million for the three and six months ended June 30, 2024, respectively. The 8.6% and 9.6% increases were a result of the growth in total net originations, partially offset by the growth in the percentage of loans retained by our bank partners.

Total net originations of new loans as a percentage of total loans decreased to 38.7% and 37.8% for the three and six months ended June 30, 2025, respectively, from 44.4% and 43.5% for the three and six months ended June 30, 2024, respectively. The decreases were a result of increased demand from returning customers and improvements to our credit model driving higher issuance for our refinance and returning customers.

Ending Receivables

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of June 30, 2025 and 2024 (in thousands):


	As of June 30,				Change
	2025		2024		$		%
Ending receivables	$	437,750	$	387,086	$	50,664	13.1	%

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Ending receivables increased to $437.8 million as of June 30, 2025 from $387.1 million as of June 30, 2024. The 13.1% increase was primarily driven by a higher balance to start the year, higher retained net originations, and term extension initiatives in 2025.

Average Yield

Average yield represents total revenue from the period as a percent of average receivables and is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. The following tables present average yield for the three and six months ended June 30, 2025 and 2024:






	Three Months Ended June 30,				Change
	2025		2024		%
Average yield, annualized	136.1	%	134.8	%	1.0	%






	Six Months Ended June 30,				Change
	2025		2024		%
Average yield, annualized	135.3	%	131.4	%	3.0	%

Average yield increased to 136.1% and 135.3% for the three and six months ended June 30, 2025, respectively, from 134.8% and 131.4% for the three and six months ended June 30, 2024, respectively. The 1.0% and 3.0% increases were largely driven by an increase in the average statutory rate due to the expansion of pricing initiatives implemented in the second half of 2024.

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

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

The following tables present net charge-offs as a percentage of total revenue and as an annualized percentage of average receivables for the three and six months ended June 30, 2025 and 2024:






	Three Months Ended June 30,				Change
	2025		2024		%
Net charge-offs as % of total revenue	31.9	%	32.5	%	(1.8)	%
Net charge-offs as % of average receivables, annualized	43.5	%	43.8	%	(0.8)	%






	Six Months Ended June 30,				Change
	2025		2024		%
Net charge-offs as % of total revenue	33.3	%	40.2	%	(17.4)	%
Net charge-offs as % of average receivables, annualized	45.0	%	52.9	%	(14.9)	%

Net charge-offs as a percentage of total revenue decreased to 31.9% and 33.3% for the three and six months ended June 30, 2025, respectively, from 32.5% and 40.2% for the three and six months ended June 30, 2024, respectively. The decreases were mainly a result of a higher yielding portfolio for the reasons discussed above in “Average Yield”. Net charge-offs as a percentage of average receivables decreased to 43.5% and 45.0% for the three and six months ended June 30, 2025, respectively, from 43.8% and 52.9% for the three and six months ended June 30, 2024, respectively. The decreases were mainly a result of larger average receivables balances over the period.

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Auto-Approval Rate

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-approval) divided by the total number of loans approved. The following tables present auto approval rate for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Change
	2025		2024		%
Auto-approval rate	79.7	%	75.8	%	5.2	%


	Six Months Ended June 30,				Change
	2025		2024		%
Auto-approval rate	79.2	%	74.7	%	6.1	%

Auto-approval rate increased to 79.7% and 79.2% for the three and six months ended June 30, 2025, respectively, from 75.8% and 74.7% for the three and six months ended June 30, 2024, respectively. The increases were driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

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RESULTS OF OPERATIONS

Comparison of the three months ended June 30, 2025 and 2024

The following table presents our consolidated results of operations for the three months ended June 30, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.


	Three Months Ended June 30,				Change
(Unaudited)	2025		2024		$		%
Interest and loan related income	$	141,144	$	125,076	$	16,068	12.8	%
Other revenue	1,299		1,228		71		5.8
Total revenue	142,443		126,304		16,139		12.8
Change in fair value of finance receivables	(42,197)		(40,019)		(2,178)		5.4
Provision for credit losses on finance receivables	—		(4)		4		(100.0)
Net revenue	100,246		86,281		13,965		16.2
Expenses:
Sales and marketing	10,077		10,824		(747)		(6.9)
Customer operations	11,299		11,608		(309)		(2.7)
Technology, products, and analytics	7,721		9,148		(1,427)		(15.6)
General, administrative, and other	16,702		14,250		2,452		17.2
Total expenses before interest expense	45,799		45,830		(31)		(0.1)
Interest expense	9,639		10,964		(1,325)		(12.1)
Total expenses	55,438		56,794		(1,356)		(2.4)
Income from operations	44,808		29,487		15,321		52.0
Change in fair value of warrant liabilities	(33,304)		(976)		(32,328)		3310.8
Income from equity method investment	1,121		—		1,121		—
Other income	79		79		—		—
Income before income taxes	12,704		28,590		(15,886)		(55.6)
Income tax expense	1,224		914		310		33.9
Net income	11,480		27,676		(16,196)		(58.5)
Less: net income attributable to noncontrolling interest	32,260		24,610		7,650		31.1
Net (loss) income attributable to OppFi Inc.	$	(20,780)	$	3,066	$	(23,846)	(777.7)	%

(Loss) earnings per common share attributable to OppFi Inc.:
(Loss) earnings per common share:
Basic	$	(0.78)	$	0.16
Diluted	$	(0.78)	$	0.16
Weighted average common shares outstanding:
Basic	26,610,330		19,675,934
Diluted	26,610,330		19,675,934

Total Revenue

Total revenue consists mainly of revenue earned from interest on finance receivables from outstanding loans based on the interest method. We also earn revenue from referral fees related primarily to our “Turn-Up” program, which represented 0.3% of total revenue for the three months ended June 30, 2025.

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Total revenue increased by $16.1 million, or 12.8%, to $142.4 million for the three months ended June 30, 2025 from $126.3 million for the three months ended June 30, 2024. The increase was due to higher average receivables balances throughout the period and a higher average statutory rate for the loans in the portfolio driving a higher yield on the balances.

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. Change in fair value totaled $42.2 million for the three months ended June 30, 2025, which was comprised of $56.2 million of gross charge-offs, partially offset by $10.7 million of recoveries and a positive fair value adjustment of $3.3 million, up from $40.0 million for the three months ended June 30, 2024, which was comprised of $49.5 million of gross charge-offs, partially offset by $8.4 million of recoveries and a positive fair value adjustment of $1.1 million. The fair value adjustment for the three months ended June 30, 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. Net revenue increased by $14.0 million, or 16.2%, to $100.2 million for the three months ended June 30, 2025 from $86.3 million for the three months ended June 30, 2024. This increase was due to the increase in total revenue, partially offset by the increase in change in fair value of finance receivables.

Expenses

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

Expenses decreased by $1.4 million, or 2.4%, to $55.4 million for the three months ended June 30, 2025 from $56.8 million for the three months ended June 30, 2024. The decrease in expenses was primarily driven by lower interest expense resulting from paying down debt and rate decreases throughout 2024, lower direct marketing spend resulting from a relative shift in issuance towards lower-cost returning customers, and lower capitalized technology amortization expense. The decrease was partially offset by an increase in salaries and employee benefits, driven largely by stock-based compensation. Expenses as a percent of total revenue decreased from 45.0% to 38.9% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Income from Operations

Income from operations is the difference between net revenue and expenses. Income from operations increased by $15.3 million to $44.8 million for the three months ended June 30, 2025 from income from operations of $29.5 million for the three months ended June 30, 2024. This increase was driven 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.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities resulted in a loss of $33.3 million and a loss of $1.0 million for the three months ended June 30, 2025 and 2024, respectively. The changes are largely attributed to the changes in the share price of OppFi’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), over the period.

Income from Equity Method Investment

On July 31, 2024, OppFi acquired 35% of the outstanding equity securities of Bitty. OppFi determined that it does not have a controlling financial interest in Bitty, but does exercise significant influence, and therefore the investment was accounted for under the equity method. OppFi’s proportionate share of Bitty’s earnings was $1.1 million for the three months ended June 30, 2025.

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Other Income

Other income totaled $0.1 million for the three months ended June 30, 2025 and $0.1 million for the three months ended June 30, 2024. Other income for both periods was comprised of $0.1 million in income related to the Company subleasing one floor of its office space.

Income Before Income Taxes

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income. Income before income taxes decreased by $15.9 million, or 55.6%, to $12.7 million for the three months ended June 30, 2025 from $28.6 million for the three months ended June 30, 2024 driven by the increase to the fair value of warrant liabilities outweighing the increase to income from operations.

Income Tax Expense

Income tax expense of $1.2 million for the three months ended June 30, 2025 increased by $0.3 million from $0.9 million for the three months ended June 30, 2024. The increase in income tax expense is attributed to the increase in OppFi’s effective tax rate largely due to OppFi’s increasing ownership in OppFi-LLC.

Net Income

Net income is the difference between income before income taxes and income tax expense. Net income decreased by $16.2 million to $11.5 million for the three months ended June 30, 2025 from net income of $27.7 million for the three months ended June 30, 2024 for the reasons stated above.

Net (Loss) Income Attributable to OppFi Inc.

Net loss attributable to OppFi Inc. was $20.8 million for the three months ended June 30, 2025, down from net income attributable to OppFi Inc. of $3.1 million for the three months ended June 30, 2024. As a result of the Company’s Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to its status as a public company, and the change in fair value of warrant liabilities. For the three months ended June 30, 2025, income from economic interest was $14.7 million, offset by loss on change in fair value of warrant liabilities of $33.3 million, income tax expense of $1.3 million, and general and administrative expenses of $0.9 million, for net loss attributable to OppFi Inc. of $20.8 million. For the three months ended June 30, 2024, income from economic interest was $5.3 million, partially offset by loss on change in fair value of warrant liabilities of $1.0 million, income tax expense of $0.9 million and general and administrative expenses of $0.3 million, for net income attributable to OppFi Inc. of $3.1 million.

Diluted (Loss) Earnings per Share

For the three months ended June 30, 2025, diluted loss per share available to common stockholders was the same as basic loss per share available to common stockholders as dilutive common shares are assumed to have not been issued if their effect is anti-dilutive. For the three months ended June 30, 2024, 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. 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.

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Comparison of the six months ended June 30, 2025 and 2024

The following table presents our consolidated results of operations for the six months ended June 30, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.


	Six Months Ended June 30,				Change
(Unaudited)	2025		2024		$		%
Interest and loan related income	$	280,262	$	251,355	$	28,907	11.5	%
Other revenue	2,449		2,292		157		6.9
Total revenue	282,711		253,647		29,064		11.5
Change in fair value of finance receivables	(91,655)		(104,121)		12,466		(12.0)
Provision for credit losses on finance receivables	—		(31)		31		(100.0)
Net revenue	191,056		149,495		41,561		27.8
Expenses:
Sales and marketing	18,556		19,002		(446)		(2.3)
Customer operations	22,708		22,971		(263)		(1.1)
Technology, products, and analytics	15,165		18,927		(3,762)		(19.9)
General, administrative, and other	27,441		31,430		(3,989)		(12.7)
Total expenses before interest expense	83,870		92,330		(8,460)		(9.2)
Interest expense	19,886		22,394		(2,508)		(11.2)
Total expenses	103,756		114,724		(10,968)		(9.6)
Income from operations	87,300		34,771		52,529		151.1
Change in fair value of warrant liabilities	(54,911)		4,195		(59,106)		(1409.1)
Income from equity method investment	2,197		—		2,197		—
Other income	159		159		—		—
Income before income taxes	34,745		39,125		(4,380)		(11.2)
Income tax expense	2,875		1,318		1,557		118.1
Net income	31,870		37,807		(5,937)		(15.7)
Less: net income attributable to noncontrolling interest	64,022		29,204		34,818		119.2
Net (loss) income attributable to OppFi Inc.	$	(32,152)	$	8,603	$	(40,755)	(473.7)	%

(Loss) earnings per common share attributable to OppFi Inc.:
(Loss) earnings per common share:
Basic	$	(1.28)	$	0.44
Diluted	$	(1.28)	$	0.36
Weighted average common shares outstanding:
Basic	25,158,196		19,440,680
Diluted	25,158,196		86,148,477

Total Revenue

Total revenue consists mainly of revenue earned from interest on finance receivables from outstanding loans based on the interest method. We also earn revenue from referral fees related primarily to our “Turn-Up” program, which represented 0.2% of total revenue for the six months ended June 30, 2025.

Total revenue increased by $29.1 million, or 11.5%, to $282.7 million for the six months ended June 30, 2025 from $253.6 million for the six months ended June 30, 2024. The increase was due to higher average receivables balances throughout the period and a higher average statutory rate for the loans in the portfolio driving a higher yield on the balances.

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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. Change in fair value totaled $91.7 million for the six months ended June 30, 2025, which was comprised of $115.4 million of gross charge-offs, partially offset by $21.3 million of recoveries and a positive fair value adjustment of $2.4 million, down from $104.1 million for the six months ended June 30, 2024, which was comprised of $119.0 million of gross charge-offs and a negative fair value adjustment of $2.1 million, partially offset by $17.0 million of recoveries. The fair value adjustment for the six months ended June 30, 2025 had a positive impact due to the increase in receivables over the period combined with a slight increase in 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. Net revenue increased by $41.6 million, or 27.8%, to $191.1 million for the six months ended June 30, 2025 from $149.5 million for the six months ended June 30, 2024. This increase was due to both the increase in total revenue and the decrease in change in fair value of finance receivables.

Expenses

Expenses decreased by $11.0 million, or 9.6%, to $103.8 million for the six months ended June 30, 2025 from $114.7 million for the six months ended June 30, 2024. The decrease in expenses was primarily driven by lower interest expense resulting from paying down debt and rate decreases throughout 2024, lower professional fees, and lower capitalized technology amortization expense. Expenses as a percent of total revenue decreased from 45.2% to 36.7% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Income from Operations

Income from operations is the difference between net revenue and expenses. Income from operations increased by $52.5 million to $87.3 million for the six months ended June 30, 2025 from income from operations of $34.8 million for the six months ended June 30, 2024. This increase was driven by higher total revenue, lower change in fair value of finance receivables, and lower expenses as a result of the reasons stated above.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities resulted in a loss of $54.9 million and a gain of $4.2 million for the six months ended June 30, 2025 and 2024, respectively. The changes are largely attributed to the changes in the share price of OppFi’s Class A Common Stock over the period.

Income from Equity Method Investment

On July 31, 2024, OppFi acquired 35% of the outstanding equity securities of Bitty. OppFi determined that it does not have a controlling financial interest in Bitty, but does exercise significant influence, and therefore the investment was accounted for under the equity method. OppFi’s proportionate share of Bitty’s earnings was $2.2 million for the six months ended June 30, 2025.

Other Income

Other income totaled $0.2 million for the six months ended June 30, 2025 and $0.2 million for the six months ended June 30, 2024. Other income for both periods was comprised of $0.2 million in income related to the Company subleasing one floor of its office space.

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Income Before Income Taxes

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income. Income before income taxes decreased by $4.4 million, or 11.2%, to $34.7 million for the six months ended June 30, 2025 from $39.1 million for the six months ended June 30, 2024 driven by the increase to the fair value of warrant liabilities outweighing the increase to income from operations.

Income Tax Expense

Income tax expense of $2.9 million for the six months ended June 30, 2025 increased by $1.6 million from $1.3 million for the six months ended June 30, 2024. The increase in income tax expense is attributed to the increase in OppFi’s effective tax rate largely due to OppFi’s increasing ownership in OppFi-LLC.

Net Income

Net income is the difference between income before income taxes and income tax expense. Net income decreased by $5.9 million to $31.9 million for the six months ended June 30, 2025 from net income of $37.8 million for the six months ended June 30, 2024 for the reasons stated above.

Net (Loss) Income Attributable to OppFi Inc.

Net loss attributable to OppFi Inc. was $32.2 million for the six months ended June 30, 2025, down from net income attributable to OppFi Inc. of $8.6 million for the six months ended June 30, 2024. As a result of the Company’s Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to its status as a public company, and the change in fair value of warrant liabilities. For the six months ended June 30, 2025, income from economic interest was $27.1 million, offset by loss from change in fair value of warrant liabilities of $54.9 million, income tax expense of $3.0 million, and general and administrative expense of $1.4 million, for net loss attributable to OppFi Inc. of $32.2 million. For the six months ended June 30, 2024, income from economic interest was $6.3 million and gain from change in fair value of warrant liabilities was $4.2 million, partially offset by income tax expense of $1.3 million and general and administrative expense of $0.6 million, for net income attributable to OppFi Inc. of $8.6 million.

Diluted (Loss) Earnings per Share

For the six months ended June 30, 2025, diluted loss per share available to common stockholders was the same as basic loss per share available to common stockholders as dilutive common shares are assumed to have not been issued if their effect is anti-dilutive. For the six months ended June 30, 2024, the Company’s outstanding shares of Class V Voting Stock were included in computing diluted earnings per share as the inclusion of theses shares had a dilutive effect under the if-converted method. 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.

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CONDENSED BALANCE SHEETS

Comparison as of June 30, 2025 and December 31, 2024

The following table presents our condensed balance sheet as of June 30, 2025 and December 31, 2024 (in thousands). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.



	(Unaudited)				Change
	June 30, 2025		December 31, 2024		$		%
Assets
Cash and restricted cash	$	78,265	$	88,288	$	(10,023)	(11.4)	%
Finance receivables at fair value	491,488		473,696		17,792		3.8
Equity method investment	18,574		19,194		(620)		(3.2)
Other assets	85,048		59,993		25,055		41.8
Total assets	$	673,375	$	641,171	$	32,204	5.0	%
Liabilities and stockholders’ equity
Accounts payable and accrued expenses	$	29,840	$	33,290	$	(3,450)	(10.4)	%
Total debt	305,897		318,758		(12,861)		(4.0)
Warrant liabilities	70,019		15,108		54,911		363.5
Other liabilities	49,914		39,802		10,112		25.4
Total liabilities	455,670		406,958		48,712		12.0
Total stockholders’ equity	217,705		234,213		(16,508)		(7.0)
Total liabilities and stockholders’ equity	$	673,375	$	641,171	$	32,204	5.0	%

Total cash and restricted cash decreased by $10.0 million as of June 30, 2025 primarily driven by the timing of growth in finance receivables originated and acquired relative to finance receivables repaid, partially offset by growth in cash provided by operating activities. Finance receivables at fair value increased by $17.8 million as of June 30, 2025 mainly driven by strong originations growth. Equity method investment decreased by $0.6 million as of June 30, 2025 mainly due to cash distributions from Bitty. Other assets increased by $25.1 million as of June 30, 2025 mainly due to an increase in the deferred tax asset of $12.6 million, an increase in property, equipment, and software of $5.8 million, an increase in the settlement receivable of $2.0 million, and an increase in capitalized debt issuance costs of $1.6 million, partially offset by a decrease in the operating lease right of use asset of $0.9 million.

Accounts payable and accrued expenses decreased by $3.5 million as of June 30, 2025 driven by a decrease in accrued expenses of $5.3 million, partially offset by an increase in accounts payable of $1.9 million. Total debt decreased by $12.9 million as of June 30, 2025 driven primarily by the $29.9 million pay down of the remainder of the term loan, partially offset by an increase in the utilization of revolving lines of credit. Warrant liabilities increased by $54.9 million as of June 30, 2025 due to the increase in the valuation of the warrants correlated with the increase in the share price of OppFi’s Class A Common Stock. Other liabilities increased by $10.1 million as of June 30, 2025 driven by an increase in the tax receivable agreement liability of $11.0 million, partially offset by a decrease in the operating lease liability of $0.9 million. Total stockholders’ equity decreased by $16.5 million as of June 30, 2025 mainly driven by distributions to members of OppFi-LLC, payments to the members of OppFi-LLC pursuant to the Tax Receivable Agreement, and common stock dividends paid, partially offset by net income, stock-based compensation, and the deferred tax asset.

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NON-GAAP FINANCIAL MEASURES

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

Adjusted EBT and Adjusted Net Income

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

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

The following tables present reconciliations of non-GAAP financial measures for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Comparison of the three months ended June 30, 2025 and 2024


(In thousands, except share and per share data)	Three Months Ended June 30,				Change
(Unaudited)	2025		2024		$		%
Net income	$	11,480	$	27,676	$	(16,196)	(58.5)	%
Income tax expense	1,224		914		310		33.9
Other income	(79)		(79)		—		—
Change in fair value of warrant liabilities	33,304		976		32,328		3310.8
Other adjustments, net(a)	5,542		2,932		2,610		89.0
Adjusted EBT	51,471		32,419		19,052		58.8
Less: pro forma taxes(b)	12,070		7,638		4,432		58.0
Adjusted net income	$	39,401	$	24,781	$	14,620	59.0	%

Adjusted earnings per share	$	0.45	$	0.29
Weighted average diluted shares outstanding	88,419,961		86,268,511

(a) For the three months ended June 30, 2025, other adjustments, net of $5.5 million included $5.1 million in expenses related to stock compensation, $0.3 million in expenses related to severance, and $0.2 million in expenses related to legal matters. For the three months ended June 30, 2024, other adjustments, net of $2.9 million included $2.1 million in expenses related to stock compensation, $0.5 million in expenses related to legal matters, $0.3 million in expenses related to severance, and $0.1 million in expenses related to corporate development. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.45% for the three months ended June 30, 2025 and 23.56% for the three months ended June 30, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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Comparison of the six months ended June 30, 2025 and 2024


(In thousands, except share and per share data)	Six Months Ended June 30,				Change
(Unaudited)	2025		2024		$		%
Net income	$	31,870	$	37,807	$	(5,937)	(15.7)	%
Income tax expense	2,875		1,318		1,557		118.1
Other income	(159)		(159)		—		—
Change in fair value of warrant liabilities	54,911		(4,195)		59,106		1409.1
Other adjustments, net(a)	6,152		9,136		(2,984)		(32.7)
Adjusted EBT	95,649		43,907		51,742		117.8
Less: pro forma taxes(b)	22,430		10,345		12,085		116.8
Adjusted net income	$	73,219	$	33,562	$	39,657	118.2	%

Adjusted earnings per share	$	0.83	$	0.39
Weighted average diluted shares outstanding	88,208,125		86,148,477

(a) For the six months ended June 30, 2025, other adjustments, net of $6.2 million included $6.4 million in expenses related to stock compensation, $0.6 million in expenses related to severance, $0.5 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the six months ended June 30, 2024, other adjustments, net of $9.1 million included $3.1 million in expenses related to stock compensation, $2.9 million in expenses related to OppFi Card’s exit activities, $1.2 million in expenses related to legal matters, $1.1 million in expenses related to severance, and $0.9 million in expenses related to corporate development. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.45% for the six months ended June 30, 2025 and 23.56% for the six months ended June 30, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

Adjusted Earnings Per Share

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

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Comparison of the three months ended June 30, 2025 and 2024


	Three Months Ended June 30,
(Unaudited)	2025	2024
Weighted average Class A common stock outstanding	26,610,330	19,675,934
Weighted average Class V voting stock outstanding	60,251,993	91,380,789
Elimination of earnouts at period end	—	(25,500,000)
Dilutive impact of restricted stock units	1,304,191	642,306
Dilutive impact of performance stock units	41,427	69,482
Dilutive impact of stock options	212,020	—
Weighted average diluted shares outstanding	88,419,961	86,268,511


(In thousands, except share and per share data)	Three Months Ended June 30, 2025				Three Months Ended June 30, 2024
(Unaudited)	$		Per Share		$		Per Share
Weighted average diluted shares outstanding			88,419,961				86,268,511
Net income	$	11,480	$	0.13	$	27,676	$	0.32
Income tax expense	1,224		0.01		914		0.01
Other income	(79)		—		(79)		—
Change in fair value of warrant liabilities	33,304		0.38		976		0.01
Other adjustments, net(a)	5,542		0.06		2,932		0.03
Adjusted EBT	51,471		0.58		32,419		0.38
Less: pro forma taxes(b)	12,070		0.14		7,638		0.09
Adjusted net income	$	39,401	$	0.45	$	24,781	$	0.29

(a) For the three months ended June 30, 2025, other adjustments, net of $5.5 million included $5.1 million in expenses related to stock compensation, $0.3 million in expenses related to severance, and $0.2 million in expenses related to legal matters. For the three months ended June 30, 2024, other adjustments, net of $2.9 million included $2.1 million in expenses related to stock compensation, $0.5 million in expenses related to legal matters, $0.3 million in expenses related to severance, and $0.1 million in expenses related to corporate development. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.45% for the three months ended June 30, 2025 and 23.56% for the three months ended June 30, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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Comparison of the six months ended June 30, 2025 and 2024


	Six Months Ended June 30,
(Unaudited)	2025	2024
Weighted average Class A common stock outstanding	25,158,196	19,440,680
Weighted average Class V voting stock outstanding	61,470,613	91,531,964
Elimination of earnouts at period end	—	(25,500,000)
Dilutive impact of restricted stock units	1,322,965	602,628
Dilutive impact of performance stock units	51,902	73,205
Dilutive impact of stock options	204,449	—
Weighted average diluted shares outstanding	88,208,125	86,148,477


(In thousands, except share and per share data)	Six Months Ended June 30, 2025				Six Months Ended June 30, 2024
(Unaudited)	$		Per Share		$		Per Share
Weighted average diluted shares outstanding			88,208,125				86,148,477
Net income	$	31,870	$	0.36	$	37,807	$	0.44
Income tax expense	2,875		0.03		1,318		0.02
Other income	(159)		—		(159)		—
Change in fair value of warrant liabilities	54,911		0.62		(4,195)		(0.05)
Other adjustments, net(a)	6,152		0.07		9,136		0.11
Adjusted EBT	95,649		1.08		43,907		0.51
Less: pro forma taxes(b)	22,430		0.25		10,345		0.12
Adjusted net income	$	73,219	$	0.83	$	33,562	$	0.39

(a) For the six months ended June 30, 2025, other adjustments, net of $6.2 million included $6.4 million in expenses related to stock compensation, $0.6 million in expenses related to severance, $0.5 million in expenses related to legal matters, and $0.2 million in expenses related to an adjustment to the Company’s outstanding lease obligations, partially offset by a $1.4 million addback related to the partial forgiveness of remaining expenses related to OppFi Card’s exit activities. For the six months ended June 30, 2024, other adjustments, net of $9.1 million included $3.1 million in expenses related to stock compensation, $2.9 million in expenses related to OppFi Card’s exit activities, $1.2 million in expenses related to legal matters, $1.1 million in expenses related to severance, and $0.9 million in expenses related to corporate development. The sum of the individual components of other adjustments, net may not equal the total presented due to the use of rounded numbers for disclosure purposes.
(b) Assumes a tax rate of 23.45% for the six months ended June 30, 2025 and 23.56% for the six months ended June 30, 2024, reflecting the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes.

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LIQUIDITY AND CAPITAL RESOURCES

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

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

The following table presents our unrestricted cash and undrawn debt as of June 30, 2025 and December 31, 2024 (in thousands):


	June 30,		December 31,
	2025		2024
Unrestricted cash	$	45,227	$	61,344
Undrawn debt	$	219,103	$	206,242

As of June 30, 2025, OppFi had $45.2 million in unrestricted cash, a decrease of $16.1 million from December 31, 2024. As of June 30, 2025, OppFi had an additional $219.1 million of unused debt capacity under its financing facilities for future availability, representing a 42% overall undrawn capacity, an increase from $206.2 million as of December 31, 2024. The increase in undrawn debt was driven primarily by using excess cash to pay down debt on our term loan and adding an additional $50 million in capacity to one of our revolving lines of credit. Including total financing commitments of $525.0 million and cash and restricted cash on the balance sheet of $78.3 million, OppFi had approximately $603.3 million in funding capacity as of June 30, 2025.

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

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

CASH FLOWS

The following table presents cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2025 and 2024 (in thousands):


(In thousands, except % change)	Six Months Ended June 30,				Change
(Unaudited)	2025		2024		$		%
Net cash provided by operating activities	$	179,357	$	151,732	$	27,625	18.2	%
Net cash used in investing activities	(115,561)		(77,344)		(38,217)		49.4
Net cash used in financing activities	(73,819)		(67,494)		(6,325)		9.4
Net (decrease) increase in cash and restricted cash	$	(10,023)	$	6,894	$	(16,917)	(245.4)	%

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Operating Activities

Net cash provided by operating activities was $179.4 million for the six months ended June 30, 2025. This was an increase of $27.6 million when compared to net cash provided by operating activities of $151.7 million for the six months ended June 30, 2024, mainly due to the increase in income from operations.

Investing Activities

Net cash used in investing activities was $115.6 million for the six months ended June 30, 2025. This was an increase of $38.2 million when compared to net cash used in investing activities of $77.3 million for the six months ended June 30, 2024, mainly due to higher finance receivables originated and acquired, capitalization of technology development expenses, and lower finance receivables repaid and recovered.

Financing Activities

Net cash used in financing activities was $73.8 million for the six months ended June 30, 2025. This was an increase of $6.3 million when compared to net cash used in financing activities of $67.5 million for the six months ended June 30, 2024, primarily due to an increase in distributions to members of OppFi-LLC and paying down the term loan, partially offset by increased utilization of revolving lines of credit.

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FINANCING ARRANGEMENTS

Our corporate credit facilities consist of term loans and revolving loan facilities that we have drawn on to finance our operations and for other corporate purposes. These borrowings are generally secured by all the assets of OppFi-LLC that have not otherwise been sold or pledged to secure our structured finance facilities, such as assets belonging to certain of the special purpose entity subsidiaries of OppFi-LLC (“SPEs”). In addition, we, through our SPEs, have entered into warehouse credit facilities to partially finance the purchase of participation rights in loans originated by our bank partners through our platform, which credit facilities are secured by the loans or participation rights. For a detailed discussion on financing arrangements refer to Note 6 to the Consolidated Financial Statements (Unaudited) in Part I, Item 1 of this Quarterly Report on Form 10-Q. The following is a summary of OppFi’s outstanding borrowings as of June 30, 2025 and December 31, 2024, including borrowing capacity as of June 30, 2025 (in thousands):


		Borrowing
Purpose	Borrower(s)	Capacity		2025		2024		Interest Rate as of June 30, 2025					Maturity 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		126,125		—		SOFR	plus	7.30%			February 2029
Revolving line of credit	Opportunity Funding SPE IX, LLC (Castlelake)	150,000		75,000		85,871		SOFR	plus	7.50%			December 2026
Revolving line of credit	Gray Rock SPV LLC	75,000		57,897		55,957		SOFR	plus	7.45%			October 2026
Total revolving lines of credit		525,000		305,897		288,828

Term loan, net	OppFi-LLC	—		—		29,930		SOFR	plus	0.11%	plus	10.00%	September 2025	(2)
Total senior debt, net		$	525,000	$	305,897	$	318,758




(1) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in February 2025.
(2) Maturity date and interest rate as of December 31, 2024 and for subsequent period until the borrowing was paid in full in March 2025.

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CRITICAL ACCOUNTING ESTIMATES

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

On April 9, 2024, the Company announced that its Board of Directors had authorized a program to repurchase (“Repurchase Program”) up to $20.0 million in the aggregate of shares of Class A Common Stock. Repurchases under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions, or by other methods, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act, and other applicable legal requirements, including restrictions in the Company’s existing credit facilities. Repurchases may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1, which would permit Class A Common Stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and amount of the repurchases will depend on market conditions and other requirements. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. For each share of Class A Common Stock that the Company repurchases under the Repurchase Program, Opportunity Financial, LLC (“OppFi-LLC”), the Company’s direct subsidiary, will redeem one Class A common unit of OppFi-LLC held by the Company, decreasing the percentage ownership of OppFi-LLC by the Company and relatively increasing the ownership by the other Members. The Repurchase Program will expire in April 2027. There was no repurchase activity during the second quarter of 2025. As of June 30, 2025, $16.4 million of the repurchase authorization under the Repurchase Program remained available.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

On June 13, 2025, Mr. Theodore Schwartz, a member of the Company’s Board of Directors, adopted a trading arrangement for the sale of the Company’s Class A Common Stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Rule 10b5-1 Trading Plan provides for the sale of up to 3,000,000 shares of Class A Common Stock pursuant to the terms of the Rule 10b5-1 Trading Plan beginning in September 2025 and ending in June 2026.

With the exception of Mr. Schwartz, during the quarter ended June 30, 2025, no other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption and termination of a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS


Exhibit Number						Description
10.1*						OppFi Inc. Director Deferred Compensation Plan, dated June 9, 2025.

10.2*						Form of 2025 OppFi Inc. Employee Restricted Stock Unit Agreement.

10.3*						Form of 2025 OppFi Inc. Non-Employee Director Restricted Stock Unit Agreement.

31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August 7, 2025	OppFi Inc.

	By:	/s/ Pamela D. Johnson
		Pamela D. Johnson
		Chief Financial Officer (Principal Financial and Accounting Officer)

OppFi Inc. 10-Q