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OppFi Inc.

For the period ended Jun 9, 2026. Filed Apr 28, 2026.

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About this filing

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 9, 2026 · Filed Apr 28, 2026

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

Elements of Our Executive Compensation Program

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. In general, we seek to provide a base salary level designed to reflect each executive officer’s scope of responsibility and accountability. See the “Salary” column in the 2025 Summary Compensation Table for the base salary amounts earned by the named executive officers in 2025. The following table sets forth the annual base salary rates in effect for each NEO at the end of 2025 and 2024 and the percentage increase in these base salary rates from 2024 to 2025:

Named Executive Officer2024 Base Salary Rate ($)2025 Base Salary Rate ($)% Increase
Todd Schwartz300,000500,00066.7%
Pamela Johnson348,148360,3333.5%
Christopher McKay349,060361,2773.5%

For 2025, the Board, at the recommendation of the Compensation Committee, increased Mr. Schwartz’s base salary to better position his salary relative to competitive market data, recognizing that he would still fall below the 25 th percentile. The Board also approved increases to our other NEOs generally consistent with the merit pool for our broader employee base.

See the “Salary” column in the 2025 Summary Compensation Table for the base salary amounts that were actually earned by the NEOs in 2025.

Bonuses

Our bonus compensation program is designed to hold executives accountable, reward executives based on actual business results and help create a “pay for performance” culture. In early 2025, a bonus plan (the “2025 Bonus Plan”) was designed for and implemented by the Company. The 2025 Bonus Plan established the bonus metrics for the fiscal year ended December 31, 2025 for our named executive officers, excluding Mr. Schwartz, our Chief Executive Officer. The 2025 Bonus Plan further provided that 75% of the bonus for each applicable NEO would be awarded based on the achievement of certain financial metrics identified under the 2025 Bonus Plan, with a payout threshold of 85% of each metric to be achieved for any payment and a payout cap of 200% on each metric. The 2025 Bonus Plan also provided that 25% of the bonus would be awarded based on individual performance. The following table sets forth the bonus target opportunities under the 2025 Bonus Plan for each applicable NEO during 2025 and 2024 and the percentage increase in these bonus targets from 2024 to 2025:

Named Executive Officer2024 Bonus Target ($)2025 Bonus Target ($)% Increase
Pamela Johnson156,667162,1503.5%
Christopher McKay207,254214,5083.5%

The Board approved an overall payout of 113.8% of the target bonus for each member of the senior leadership team, including each of the applicable NEOs (recognizing Mr. Schwartz, our CEO, did not participate in the 2025 Bonus Plan). The following table summarizes the 2025 target bonus opportunities (assuming 100% payout at target) for each NEO, as well as actual cash bonus amounts earned by each applicable NEO during 2025 under the 2025 Bonus Plan that were paid in early 2026:

Named Executive Officer2025 Bonus TargetOpportunity at 100% Payout ($)2025 Actual BonusPayout Level(%)2025 Actual Bonus Payout Amount ($)
Pamela Johnson162,150113.8%184,521
Christopher McKay214,508113.8%244,103

Equity Compensation

OppFi Inc. 2021 Equity Incentive Plan

On July 20, 2021, the Company established the Plan, which provides for the grant of awards in the form of stock options (“Options”), stock appreciation rights, restricted stock awards, RSUs, performance shares, performance units (“PSUs”), cash-based awards and other stock-based awards (collectively, “LTIP Awards”) to employees,

non-employee

directors, officers and consultants. As of December 31, 2025, the Company had only granted awards in the form of Options, RSUs and PSUs.

To date, the grants of Options under the Plan generally vest over four years with 25% of Options vesting on the first anniversary of the grant and the remaining 75% vesting quarterly over the remaining 36 months. Under the terms of the Plan, Option holders have a

10-year

period to exercise the Options before they expire.

RSUs granted under the Plan to employees and executive officers for periods prior to April 1, 2024, generally vest over four years with 25% of the RSUs vesting on the first anniversary of the grant and the remaining 75% vesting quarterly over the remaining 36 months. RSUs granted to employees and executive officers on and after April 1, 2024 generally vest over three years with 25% of the RSUs vesting on the date of grant and the remaining 75% vesting quarterly over the remaining 36 months. This change was made to align the vesting schedule with the Company’s compensation-setting cycle, pursuant to which target values and performance criteria are established in the year prior to grant, while the related equity awards are not granted until the following year. As a result, although the post-April 1, 2024 RSUs have a three-year vesting schedule from the grant date, they continue to reflect an overall four-year performance and retention period. RSUs granted to directors to date vest on the earlier of the

one-year

anniversary of grant or the date of the Company’s next annual meeting of stockholders. Dividend equivalent rights apply with respect to the RSUs granted after June 9, 2025.

To date, PSUs granted under the Plan (i.e., RSUs with performance-based vesting conditions) to executive officers generally vest over four years, subject to the achievement of specified performance targets.

The Company has not granted new awards of Options, stock appreciation rights or similar option-like instruments (collectively “Option-Based Awards”) since 2022. Accordingly, the Company hasno specific policy or practice on the timing of Option-Based Awards in relation to the disclosure of material nonpublic information by the Company.

2025 Equity Awards

The Company issued RSU awards to each of the named executive officers in April 2025 in recognition of individual and Company performance in 2024. In connection with these RSU awards, a target dollar value for the 2025 RSU opportunity was established in early 2024 at the same time base salaries and target annual bonuses were approved. This target dollar value for the 2025 RSU opportunity for each NEO was converted into a number of target RSUs by dividing the target dollar value by the average closing price during the month of that fiscal year’s earnings release (March 2024). In early 2025, our Chief Executive Officer assessed the performance of the Company and each of his direct reports, including the other NEOs, but not for himself, in connection with making recommendations for the appropriate 2025 RSU award levels for these individuals. The Compensation Committee and Board reviewed the CEO’s recommendations for these individuals and independently determined the appropriate 2025 RSU award levels for both these individuals as well as the CEO. In other words, the number of RSUs issued (if any) is discretionary and the applicable 2025 RSU award level modifies the target number of RSUs resulting in the actual number of RSUs issued. For the 2025 RSU awards, 100% of the target opportunity was awarded to Mr. McKay and Ms. Johnson, and a 136% of target opportunity was awarded to Mr. Schwartz. In making its decisions, the Compensation Committee and Board considered the Company’s exceptional results in 2024, individual performance of each NEO and competitive market data.

The table below shows the target annual RSU award details established in early 2024, the performance payout percentage as approved by the Compensation Committee in early 2025 and the resulting grant date fair value of RSU awards issued in April 2025.

Named Executive OfficerTarget RSU Value ($)Target RSUs (#)(1)Performance Payout Percentage (% of Target)Actual RSUs Issued (#)Grant DateFair Value($)(2)
Todd Schwartz$250,00089,912136%122,280$1,137,204
Pamela Johnson$260,25093,598100%93,598$870,461
Christopher McKay$250,00089,912100%89,912$836,182
(1)The price used to determine 2025 target RSUs was approximately $2.78 based on the average closing price for all trading days during the month of March 2024 (the month of the 2024 Earnings Release).
(2)Grant date fair value equals the product of the actual RSUs issued and the March 31, 2025 closing price of $9.30.

The Compensation Committee adopted the foregoing approach to issuing RSU awards in 2023 (with the first grant on April 1, 2024) and continued to use it in subsequent years (including in 2025 with respect to RSU awards that may be granted in 2026) to serve as a hybrid blend of time-based vesting RSUs with no performance requirements and traditional PSUs with

pre-established,

formulaic goals. The Company views this design as providing flexibility to adjust the final value for the award based on performance factors that may not lend well to

pre-established,

formulaic goals while maintaining the retentive benefits of time-based restricted stock awards that demand accountability for

in-year

stockholder returns to increase the value. Given that the performance year has already been completed at the time the award is granted, the vesting schedule provides for the vesting of 25% of the RSUs on the date of grant. For the 2026 RSUs, the applicable RSU opportunity was established in early 2025 and the actual number of RSUs issued was determined in early 2026, with such issuance occurring in April 2026. These awards do not appear in this year’s Summary Compensation Table, as they were not granted until after the relevant fiscal year end. Instead, they will appear in the Summary Compensation Table for the proxy statement to be filed in 2027. The target annual RSU award details established in early 2025, the performance payout percentage as approved by the Compensation Committee in early 2026, and the resulting grant date fair value of RSU awards issued in April 2026:

Named Executive OfficerTarget RSU Value ($)Target RSUs (#)(1)Performance Payout Percentage (% of Target)Actual RSUs Issued (#)Grant Date Fair Value ($)(2)
Todd Schwartz$2,000,000208,053100%208,053$1,604,089
Pamela Johnson$260,25027,073100%27,073$208,733
Christopher McKay$250,00026,007100%26,007$200,514
(1)The price used to determine 2026 target RSUs was approximately $9.61 based on the average closing price for all trading days during the month of March 2025 (the month of the 2025 Earnings Release).
(2)Grant date fair value equals the product of the actual RSUs issued and the March 31, 2026 closing price of $7.71.

The increase in the target dollar value for the 2026 RSU opportunity for Mr. Schwartz was intended to result in an increase in his overall total direct compensation to position him between the 25th and the 50th percentile of competitive market data for comparable CEOs.

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