OppFi Inc.

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.

As of March 31, 2026, prior to the Corporate Simplification (as defined below), OppFi was 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 umbrella partnership C corporation (“Up-C”) structure in which substantially all of the assets and the business of the Company were held by OppFi-LLC and its subsidiaries. OppFi’s only direct assets consisted of Class A common units of OppFi-LLC (“OppFi Units”). As of March 31, 2026 and December 31, 2025, OppFi owned approximately 31.1% and 31.7% of the OppFi Units, respectively, and controlled 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”) were 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, 2025 included in the 2025 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 months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the full year ending December 31, 2026.

The accompanying unaudited consolidated financial statements include the accounts of OppFi and OppFi-LLC with its direct and indirect 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 judgments, 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.

Reclassifications: Certain prior period amounts in the unaudited consolidated statements of operations for the three months ended March 31, 2025, have been reclassified to conform to the comparative period presentation for the three months ended March 31, 2026. These reclassifications have no effect on the previously reported results of operations.

Certain line items in the unaudited consolidated statements of cash flows for the three months ended March 31, 2025, have been reclassified to conform to the comparative period presentation for the three months ended March 31, 2026, specifically the presentation on the finance receivables acquired and repayments and the borrowings and payments of the Company’s senior debt - revolving lines of credit.

Finance receivables acquired and repayments were previously presented on a net basis that excluded transferred balance on refinanced loans and are now presented on a gross basis to include transferred balance on refinanced loans. These reclassifications have no effect on net cash used in investing activities or on total cash flows for the period presented.

Borrowings and payments of the Company’s senior debt - revolving lines of credit were previously presented on a net basis as net payments of senior debt - revolving lines of credit and are now presented on a gross basis as borrowings of senior debt - revolving lines of credit and payments of senior debt - revolving lines of credit. These reclassifications have no effect on net cash used in financing activities or on total cash flows for the period presented.

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 2025 Annual Report.

Participation rights purchase obligations: As of March 31, 2026 and December 31, 2025, the unpaid principal balance of finance receivables outstanding for purchase was $4.9 million and $9.0 million, respectively.

Capitalized technology: The Company capitalized software development costs totaling $4.4 million and $4.1 million for the three months ended March 31, 2026 and 2025, respectively. The Company also capitalized interest associated with application development totaling $0.7 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively. Amortization expense, which is included in depreciation and amortization in the consolidated statements of operations, totaled $0.5 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively.

Noncontrolling interests: Noncontrolling interests are held by the Members, who retained 68.9% and 68.3% of the economic ownership percentage of OppFi-LLC as of March 31, 2026 and December 31, 2025, 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.

Recently adopted accounting pronouncements: None.

Accounting pronouncements issued and not yet adopted: In November 2024, the FASB issued Accounting Standard Update (“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.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The purpose of ASU 2025-06 is to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The guidance is effective for annual reporting periods beginning after December 15, 2027, 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 consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of ASU 2025-11 is to clarify interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 also requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting 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 consolidated financial statements.

Note 2. Finance Receivables at Fair Value

The components of installment finance receivables at fair value as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

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 March 31, 2026 and December 31, 2025, the aggregate unpaid principal balance of installment finance receivables 90 days or more past due on a contractual basis was $16.7 million and $16.4 million, respectively. As of March 31, 2026 and December 31, 2025, the fair value of installment finance receivables 90 days or more past due on a contractual basis was $1.6 million and $1.5 million, respectively.

Changes in the fair value of installment finance receivables at fair value for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

The estimated amount of losses included in losses attributable to changes in instrument-specific credit risk was $8.1 million for the three months ended March 31, 2026. The estimated amount of earnings included in losses attributable to changes in instrument-specific credit risk was $6.4 million for the three months ended March 31, 2025. The credit risk component was driven by the expected default rate assumption applied in the discounted cash flow model. The expected default rate assumption was developed based on historical data of the installment loan portfolio and also included adjustments to reflect management’s judgment of current economic trends and future credit performance.

Note 3. Property, Equipment and Software, Net

Property, equipment and software as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Note 4. Accrued Expenses

Accrued expenses as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Note 5. Leases

The components of total lease cost for three months ended March 31, 2026 and 2025 were as follows (in thousands):

Supplemental cash flow information related to the leases for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

The weighted average remaining lease term and discount rate as of March 31, 2026 and December 31, 2025 were as follows:

Future minimum lease payments as of March 31, 2026 were as follows (in thousands):

Note 6. Senior Debt

The Company’s senior debt, which is comprised of revolving lines of credit, as of March 31, 2026 and December 31, 2025, including borrowing capacity as of March 31, 2026, were as follows (in thousands):

Revolving line of credit - Opportunity Funding SPE V, LLC

On February 13, 2025, OppFi-LLC and Opportunity Funding SPE V, LLC, a direct wholly owned subsidiary of OppFi-LLC, entered into a Second Amended and Restated Revolving Credit Agreement (as amended, 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, amend borrowings under Tranche C to bear interest at Term Secured Overnight Financing Rate plus 7.30% on January 1, 2026 and thereafter.

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 $7.9 million and $9.2 million for the three months ended March 31, 2026 and 2025, respectively.

Note 7. Warrant Liabilities

During the three months ended March 31, 2026, there wereno exercises of warrants. During the three months ended March 31, 2025,75 warrants were exercised.

Note 8. Stockholders’ Equity

Share repurchase: During the three months ended March 31, 2026, OppFi repurchased 1,040,699 shares of Class A Common Stock, which were held as treasury stock, for an aggregate purchase price of $9.9 million at an average purchase price per share of $9.54. There were no repurchase activities during the three months ended March 31, 2025. As of March 31, 2026,$11.0 million of the repurchase authorization under the Company’s repurchase program approved on April 4, 2024 (the “2024 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 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

As of March 31, 2026, the Company had only granted awards in the form of stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”).

A summary of the Company’s stock option activity for the three months ended March 31, 2026 was as follows:

A summary of the Company’s RSUs activity for the three months ended March 31, 2026 was as follows:

A summary of the Company’s PSUs activity for the three months ended March 31, 2026 was as follows:

The Company recognized stock-based compensation expense related to stock options, RSUs, and PSUs of $1.6 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, total unrecognized compensation expense related to unvested stock options, RSUs and PSUs was $8.4 million which will be recognized over a weighted-average vesting period of approximately 1.9 years.

Note 10. Income Taxes

For the three months ended March 31, 2026, OppFi recorded an income tax expense of $4.0 million and reported consolidated income before income taxes of $58.0 million, resulting in a 6.9% effective income tax rate. For the three months ended March 31, 2025, OppFi recorded an income tax expense of $1.7 million and reported consolidated income before income taxes of $22.0 million, resulting in a 7.5% effective income tax rate.

OppFi’s effective income tax rates for the three months ended March 31, 2026 and 2025 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 liabilities are recorded by OppFi and the fair value adjustment of the warrant liabilities is a permanent difference between GAAP and taxable income, which impacts OppFi’s effective income tax rate. For the three months ended March 31, 2026, one discrete item was recorded consisting of a $0.1 million benefit related to stock compensation, which decreased the effective tax rate by 0.1%. Excluding the aforementioned discrete item, the effective tax rate for the three months ended March 31, 2026 would have been 7.0%. For the three months ended March 31, 2025, one discrete item was recorded consisting of a $0.1 million benefit related to stock compensation, which decreased the effective tax rate by 0.4%. Excluding the aforementioned discrete item, the effective rate for the three months ended March 31, 2025 would have been 7.9%.

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 March 31, 2026 and 2025, OppFi owned 31.1% and 29.3%, 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 March 31, 2026 and December 31, 2025, OppFi recorded an unrecognized tax benefit of$0.1 million and$0.2 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 wereno amounts accrued for the payment of interest and penalties as of March 31, 2026 and December 31, 2025. 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.

Note 11. Fair Value Measurements

Fair value on a nonrecurring basis: As of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025 were as follows (in thousands):

During the three months ended March 31, 2026, there was a transfer of liability out of Level 3 fair value measurements. During the three months ended March 31, 2025, 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 March 31, 2026 and December 31, 2025:

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

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 March 31, 2026 and December 31, 2025 (in thousands):

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 months ended March 31, 2026 and 2025 (in thousands):

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 FASB ASC 450, Contingencies, 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 both the DFPI and the Company actively participated in discovery. On September 29, 2025, the Company filed a Motion for Summary Judgment against the DFPI. On February 24, 2026, the Court issued a Tentative Statement of Decision, which grants the Company’s summary judgment motion, dismissing the DFPI’s cross-claims alleging violations of the CFL. The Court concluded that the DFPI failed to raise a triable issue of material fact that the Company was the “true lender” or that FinWise was a sham or “dummy” lender, and further found no evidence that the loans at issue were usurious at inception. Accordingly, the Court entered judgment in the Company’s favor on all claims. The Tentative Statement of Decision orders the Company to prepare a proposed final statement of decision and present a proposed judgment by March 26, 2026. The Tentative Statement of Decision authorizes the Company to “expand on this tentative decision with additional evidence and law consistent with the decision,” and the Company filed a proposed final Statement of Decision on March 26, 2026. On April 10, 2026, the DFPI filed objections to the Company’s proposed final Statement of Decision. The Company has until May 11, 2026 to respond to the DFPI’s objections. The DFPI retains the right to appeal the decision, and any appeal could result in reversal, remand for further proceedings or continued uncertainty regarding the applicability of the CFL and other California lending laws to our bank partnership model.

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. On April 24, 2026, the parties filed a stipulation of settlement with the court and are awaiting a hearing on the settlement agreement, which is anticipated to occur in September 2026.

As of March 31, 2026 and December 31, 2025, the Company had $13.0 million in estimated legal contingent liabilities, which is included in accrued expenses in the consolidated balance sheets, and $8.5 million in receivables related insurance recoveries, which is included in other assets in the consolidated balance sheet.

Related party transactions: OppFi made payments to the Members pursuant to the Tax Receivable Agreement (“TRA”) totaling $4.6 million and $1.0 million during the three months ended March 31, 2026 and 2025, respectively.

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 March 31, 2026, consumers living primarily in Texas, Virginia and Florida made up approximately 12%,11% and 10%, respectively, of the Company’s portfolio of finance receivables. As of March 31, 2026, 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, 2025, consumers living primarily in Texas, Virginia and Florida made up approximately 12%,10%, and 11%, respectively, of the Company’s portfolio of finance receivables. As of December 31, 2025 there were no other states that made up more than 10% or more of the gross amount 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. Earnings (Loss) Per Common Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share data):

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 months ended March 31, 2026 and 2025:

Note 16. 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 subsequent events that required disclosure.

Senior Debt

Revolving line of credit - Opportunity Funding SPE V, LLC

On April 10, 2026, OppFi-LLC, Opportunity Funding SPE V, LLC, as borrower, OppWin, LLC and OppWin BPI, LLC, each as sellers (the “Sellers”), Midtown Madison Management LLC (“Midtown”), as administrative and collateral agent, and the lenders party thereto entered into a Third Amendment to the Second Amended and Restated Revolving Credit Agreement (the “Third Amendment”), which amended the Second A&R Credit Agreement to, among other things, modify the Eligibility Criteria, Excess Concentration Limits and Tier 1 Collateral Performance Triggers, in each case to permit the Sellers to sell into the facility certain receivables that were acquired from Gray Rock SPV LLC (“Gray Rock”) in connection with the termination of the Gray Rock Credit Agreement (as defined and described below).

On the Gray Rock Termination Date (as defined below), Opportunity Funding SPE V, LLC borrowed approximately $46.5 million under the Third Amendment and used such borrowing to purchase the Gray Rock Receivables (as defined below) from Gray Rock via OppFi-LLC and the Sellers, which Gray Rock Receivables were then pledged as collateral under the Third Amendment.

Revolving line of credit - Gray Rock SPV, LLC

On April 15, 2026 (the “Gray Rock Termination Date”), OppFi-LLC terminated certain total return swaps (the “TRS”) previously entered into on April 15, 2022 with affiliates of Midtown, pursuant to which OppFi-LLC agreed to provide credit protection related to a reference pool of consumer receivables financed by Midtown through a $75 million revolving credit agreement (the “Gray Rock Credit Agreement”) with Midtown as lender and Gray Rock as borrower. Pursuant to the TRS, OppFi-LLC received payments from the Midtown reference lenders under the Gray Rock Credit Agreement and serviced the consumer receivables financed through the Gray Rock Credit Agreement.

The TRS terminated due to the repayment in full of the loans made under the Gray Rock Credit Agreement in connection with the revolving commitment termination date under the Gray Rock Credit Agreement.

On the Gray Rock Termination Date, OppFi-LLC purchased from the Gray Rock Borrower all interests owned by Gray Rock in the consumer receivables financed with the loans made under the Gray Rock Credit Agreement (the “Gray Rock Receivables”). Gray Rock used the purchase price for the Gray Rock Receivables to repay its obligations under the Gray Rock Credit Agreement in full, and Midtown caused the reference lenders under the Gray Rock Credit Agreement to assign their right, title and interest under the Gray Rock Credit Agreement to OppFi-LLC, providing OppFi-LLC with any residuals under the Gray Rock Credit Agreement.

OppFi-LLC did not incur any termination penalties in connection with the termination of the TRS.

Transaction with BNCC:

Merger Agreement

On April 28, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BNCCORP, Inc., a Delaware corporation (“BNCC”), and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company (the “Merger”). Immediately following the Merger, an interim bank and wholly owned subsidiary of the Company to be formed following the date thereof will merge with and into BNC National Bank, a wholly owned subsidiary of BNCC (“BNC”), with BNC (which is expected to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of the Company (the “Bank Merger” and together with the Merger, the “Transaction”). Following the closing of the Transaction, the Company intends to contribute substantially all of its assets, liabilities and operations to BNC. The Merger Agreement was unanimously approved by the boards of directors of each of the Company and BNCC.

At the effective time of the Merger (the “Effective Time”), each outstanding share of BNCC common stock (other than certain excluded shares) will be converted into the right to receive (i) $19.3875 in cash and (ii) a number of shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), equal to an exchange ratio of 1.90 shares of Class A Common Stock for each share of BNCC common stock. Based on the closing price of Class A Common Stock on April

28, 2026, the Transaction is valued at approximately $130.7 million. Following the closing of the Transaction, existing Company stockholders are expected to own approximately 93% of the combined company and former BNCC stockholders are expected to own approximately 7% of the combined company.

The consummation of the Transaction is subject to customary closing conditions, including (i) approval by BNCC stockholders, (ii) receipt of required regulatory approvals from the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System (or a Federal Reserve Bank acting under delegated authority) without the imposition of a Burdensome Condition, as defined in the Merger Agreement, (iii) BNCC’s satisfaction of certain regulatory capital requirements, including that BNCC and BNC be “well capitalized,” maintain a common equity tier 1 capital ratio of no less than 12% and tangible common equity of not less than $112.0 million, (iv) receipt by each of the Company and BNCC of an opinion of counsel that the Transaction will qualify as a tax-free “reorganization” under Section 368(a) of the Internal Revenue Code, and (v) effectiveness of a registration statement on Form S-4 relating to the shares of Class A Common Stock to be issued in the Merger. Each party’s obligation to complete the Merger is also subject to customary conditions, including the accuracy of the other party’s representations and warranties (subject to customary materiality standards) and the other party’s performance in all material respects of its obligations under the Merger Agreement. The Transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of these conditions.

The Merger Agreement contains customary representations, warranties and covenants of the parties, including, among others, covenants requiring BNCC to conduct its business in the ordinary course pending closing, to convene a meeting of its stockholders to approve the Merger Agreement and the Transaction and to recommend such approval, and restricting BNCC’s ability to solicit alternative acquisition proposals, subject to customary fiduciary exceptions. The parties have agreed to use reasonable best efforts to obtain required regulatory approvals and to prepare and file required materials with the Securities and Exchange Commission, including a registration statement on Form S-4. The Merger Agreement also contains customary termination rights, including termination for failure to consummate the Transaction within the specified period (subject to limited extension rights in certain regulatory circumstances), failure to obtain BNCC stockholder approval, breach of representations, warranties or covenants, or BNCC’s acceptance of a superior proposal (subject to certain conditions). The Merger Agreement provides for a termination fee payable by BNCC equal to approximately 3.5% of the transaction value in specified circumstances and a termination fee payable by the Company equal to approximately 1.5% of the transaction value in certain regulatory-related termination scenarios.

Voting Agreements

In connection with the execution of the Merger Agreement, the Company and BNCC entered into Voting and Restriction Agreements (the “Voting Agreements”) with certain stockholders of BNCC (each, a “Holder”). Pursuant to the Voting Agreements, each Holder agreed, among other things, to vote all shares of BNCC common stock beneficially owned by such Holder in favor of the approval of the Merger Agreement, the Transaction and any other matters necessary to consummate the Transaction, and against any competing acquisition proposals or other actions that could reasonably be expected to prevent or materially delay the consummation of the Transaction. Each Holder also granted an irrevocable proxy to BNCC to vote such shares in accordance with the Voting Agreements in the event the Holder fails to do so. The Holders collectively beneficially own approximately 20% of the outstanding shares of BNCC common stock.

The Voting Agreements further provide that, subject to limited exceptions, each Holder will not transfer, pledge or otherwise dispose of any shares of BNCC common stock prior to the consummation of the Merger. In addition, following the Effective Time, each Holder agreed to certain lock-up restrictions with respect to the shares of Class A Common Stock to be received in the Merger, pursuant to which such shares may not be transferred prior to the 180th day following closing, and thereafter may be transferred in incrementally increasing percentages, with 100% transferable beginning on the 365th day following closing. The Voting Agreements also contain customary covenants of the Holders, including agreements not to solicit or support alternative acquisition proposals, consistent with the terms of the Merger Agreement. The Voting Agreements terminate upon the earliest of certain events, including termination of the Merger Agreement, certain adverse amendments to the Merger Agreement without the applicable Holder’s consent, or theone-year anniversary of the closing of the Merger.

Corporate Simplification:

Also on April 28, 2026, prior to its entry into the Merger Agreement, the Company entered into a Corporate Simplification Agreement (the “CSA”) with OppFi-LLC, OppFi Management Holdings, LLC (“Management Holdings”), OFS and certain other parties, pursuant to which the Company completed a series of transactions designed to simplify its organizational structure (the “Corporate Simplification”). Pursuant to the CSA, certain holders of OppFi Units exchanged their OppFi Units for shares of Class A Common Stock on aone-for-one basis in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC, following which, the Company owned approximately 94.7% of OppFi-LLC. Immediately following such exchanges, in accordance with the Merger Agreement, dated April 28, 2026, by and among OppFi, OppFi-LLC, Management Holdings, OFS and Oak Merger Sub 1, a wholly owned subsidiary of OppFi (“Oak Merger Sub”), pursuant to which Oak Merger Sub merged with and into OppFi-LLC (the “OppFi-LLC Merger”), with OppFi-LLC surviving.

At the effective time of the OppFi-LLC Merger, each remaining OppFi Unit held by Members other than OppFi, constituting approximately 5.3% of the issued and outstanding OppFi Units, was canceled and converted into the right to receiveone share of Class A Common Stock.

Following the OppFi-LLC merger, OppFi-LLC has become a direct, wholly owned subsidiary of the Company. All stockholders now hold Class A Common Stock with uniform economic and voting rights. Additionally, the Company anticipates future tax benefits totaling approximately $111 million, resulting from the tax basis "step-up" triggered by the Corporate Simplification and previous exchanges.

In connection with the Corporate Simplification, in accordance with the terms of the CSA, the Tax Receivable Agreement, dated July 20, 2021, by and among the Company, OppFi-LLC and the other persons named therein (the “TRA”), was amended and terminated. The amendment to the TRA provides for an aggregate early termination payment of approximately $40.8 million, payable in installments to the applicable parties to the TRA on May 8, 2026 and September 1, 2026 (subject to acceleration upon closing of the Transaction). Upon payment of the full early termination payment, all obligations under the TRA will be extinguished.

The transactions contemplated by the CSA were approved by a special committee of independent directors of the Company that was empowered to negotiate (or oversee the negotiation of) and to approve or reject such transactions.

Share Repurchase Plan

On May 6, 2026, the Board approved a new share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40 million of its Class A Common Stock. The Repurchase Program replaces the 2024 Repurchase Program, which was terminated.

Repurchases under the Repurchase Program may be made from time to time on the open market, through privately negotiated transactions, or via 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 securities laws and 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 trading laws. The timing and amount of repurchases will depend on market conditions, share price, trading volume, and other factors. The Repurchase Program does not obligate the Company to repurchase any specific dollar amount or number of shares, and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. The Repurchase Program will expire in May 2029.