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OppFi Inc.

For the period ended Jun 10, 2025. Filed Apr 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2025 · Filed Apr 29, 2025

OPFI$6.17-1.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under Rule 14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No Fee Required.
☐Fee paid previously with preliminary materials:
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

130 E. Randolph Street, Suite 3400

Dear Stockholders of OppFi Inc.:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of OppFi Inc. (“OppFi”, the “Company”, “we” or “our”) on Tuesday, June 10, 2025, beginning at 1:30 p.m., Central Time (2:30 p.m., Eastern Time). The annual meeting will be a virtual meeting conducted solely online via live webcast. In order to attend the annual meeting, you must register at www.proxydocs.com/OPFI prior to the deadline of June 9, 2025 at 4:00 p.m., Central Time (5:00 p.m., Eastern Time). Whether or not you plan to virtually attend the annual meeting, we urge you to read this Proxy Statement and consider such information carefully before voting.

At the annual meeting, we will ask you to (i) vote on the election of the following Class I directors to our Board of Directors: Christina Favilla and Jocelyn Moore; (ii) ratify the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year and (iii) consider and act upon any other business properly brought before the meeting. Please vote on all the matters described in our Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees for director stated above and “FOR” the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year.

Under the rules of the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 29, 2025 to OppFi’s stockholders of record at the close of business on April 14, 2025. The Notice contains instructions for your use of this process, including how to access our Proxy Statement and Annual Report and how to vote online. In addition, the Notice contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.

Whether or not you plan to virtually attend, it is important that your shares be represented and voted at the annual meeting. You may vote your shares over the Internet as described in the Notice. As an alternative, if you received a paper copy of the proxy card by mail, please mark, sign, date and promptly return the card in the self-addressed stamped envelope provided. You may also vote by telephone as described in your proxy card. Voting by telephone, over the Internet, or by mailing a proxy card will not limit your right to attend the annual meeting and vote your shares virtually. We appreciate your continued support of our company.

Sincerely,

/s/ Todd G. Schwartz

Todd G. Schwartz

Chief Executive Officer and

Executive Chairman of the Board

April 29, 2025

Notice of Annual Meeting of Stockholders

DATE/TIME June 10, 2025 2:30 p.m. Eastern TimeVIRTUAL MEETING www.proxydocs.com/OPFIRECORD DATE April 14, 2025

Items of Business

AgendaVotingRecommendationPage Reference
Proposal 1 — Election of DirectorsFOR6
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting FirmFOR11

To the Stockholders of OppFi Inc.:

The annual meeting of stockholders (the “Annual Meeting”) of OppFi Inc. will be held at 1:30 p.m., Central Time (2:30 p.m., Eastern Time), on Tuesday, June 10, 2025. We have determined that the Annual Meeting will be a virtual meeting conducted exclusively via live webcast. In order to attend the annual meeting, you must register at www.proxydocs.com/OPFI prior to the deadline of June 9, 2025 at 4:00 p.m., Central Time (5:00 p.m., Eastern Time).

The Annual Meeting is being held:

1.to elect, each for a term expiring at the 2028 Annual Meeting of Stockholders or until a successor has been duly elected and qualified, the following individuals to our Board of Directors: Christina Favilla and Jocelyn Moore;
2.to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the 2025 fiscal year; and
3.to consider and act upon such other business as may properly come before the annual meeting.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of shares of OppFi’s Class A common stock, par value $0.0001 per share, and/or shares of Class V common stock, par value $0.0001 per share, as of the close of business on April 14, 2025 are entitled to notice of, and to vote at, the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting at our principal executive offices.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the internet, by phone or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received a proxy card, instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

By Order of the Board of Directors,

Marv Gurevich

General Counsel and Secretary

April 29, 2025

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on June 10, 2025: This notice of Annual Meeting, the related proxy statement and our 2024 Annual Report on Form 10-K are available at www.proxydocs.com/OPFI.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

Proxy Statement1
General Information About the MeetingGeneral Information About the Annual Meeting and Voting1
Board of DirectorsProposal 1 — Election of Directors6
Board Overview6
Director Nomination Process6
Director Nominees7
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting7
Continuing Class II Directors to Serve Until the 2026 Annual Meeting8
Continuing Class III Directors to Serve Until the 2027 Annual Meeting9
Vote Required for Approval10
Audit Committee MattersProposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm11
Appointment of Independent Registered Public Accounting Firm11
Audit, Audit-Related, Tax and All Other Fees11
Pre-Approval Policies and Procedures11
Vote Required for Approval12
Audit Committee Report13
Executive Officers14
Corporate Governance15
Corporate Governance Guidelines and Code of Business Conduct and Ethics15
Board Composition15
Controlled Company Status15
Director Independence16
Board Leadership Structure16
Committees of the Board17
Board and Board Committee Meetings and Attendance18
Executive Sessions18
Director Attendance at Annual Meeting of Stockholders18
Compensation Consultants19
Compensation Committee Interlocks and Insider Participation19
Related Party Transaction Policy19
Board Role in Risk Oversight19
Delinquent Section 16(a) Reports20
Limitation on Liability and Indemnification Matters20
Anti-Hedging Policy21
Insider Trading Policy21
Communications with the Board21
Director Compensation22
Executive Compensation23
Overview of Executive Compensation23
2024 Compensation of Named Executive Officers23
Summary Compensation Table25
Employment Arrangements25
Security Ownership of Certain Beneficial Owners and Management28
Certain Relationships and Related Party Transactions31
Related Party Transactions in Connection with the Business Combination31
Other Related Party Transactions32
Householding Information33
Stockholder Proposals and Director Nominations34
Where You Can Find More Information35

130 E. Randolph Street, Suite 3400

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.