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.

Corporate Simplification

On April 28, 2026, OppFi entered into a Corporate Simplification Agreement (the “CSA”) with Opportunity Financial, LLC (“OppFi-LLC”), a Delaware limited liability company, OppFi Management Holdings, LLC (“Management Holdings”), a Delaware limited liability company, OppFi Shares, LLC (“OFS”), a Delaware limited liability company, and certain other parties, pursuant to which OppFi completed a series of transactions designed to simplify its corporate structure (the “Corporate Simplification”). Pursuant to the CSA, certain holders of Class A common units of OppFi-LLC (“OppFi Units”) exchanged all of their issued and outstanding OppFi Units for shares of OppFi’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), on aone-for-one basis and OFS surrendered the shares of OppFi’s Class V common stock, par value $0.0001 per share (“Class V Voting Stock”), it held associated with such exchanged units, each in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (“OppFi A&R LLCA”), following which, OppFi owned approximately 94.7% of OppFi-LLC.

Immediately following such exchanges, in accordance with the Agreement and Plan of Merger, dated April 28, 2026 (the “OppFi-LLC Merger Agreement”), by and among OppFi, OppFi-LLC, Management Holdings, OFS and Oak Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Oak Merger Sub”), Oak Merger Sub merged with and into OppFi-LLC, with OppFi-LLC surviving (the “OppFi-LLC Merger”). At the effective time of the OppFi-LLC Merger, each remaining OppFi Unit held by holders 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 and all remaining shares of Class V Voting Stock were surrendered to OppFi for no consideration. Immediately following the closing of the OppFi-LLC Merger, Management Holdings distributed the Class A Common Stock received in the OppFi-LLC Merger to its members in redemption of their interests in Management Holdings.

As a result of the Corporate Simplification, all OppFi stockholders now hold Class A Common Stock with identical economic and voting interests and OppFi-LLC is a direct,100% owned subsidiary of OppFi.

Prior to the Corporate Simplification, OppFi was organized as a C corporation that owned an equity interest in OppFi-LLC 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 OppFi Units. As of December 31, 2025, OppFi owned approximately 31.7% of the OppFi Units and controlled OppFi-LLC as the sole manager of OppFi-LLC in accordance with the terms of the OppFi A&R LLCA. All remaining OppFi Units (“Retained OppFi Units”) were beneficially owned by the members of OppFi-LLC (“Members”). OFS held a controlling voting interest in OppFi through its ownership of shares of Class V Voting Stock in an amount equal to the number of Retained OppFi Units and therefore had the ability to control OppFi-LLC.

Gray Rock

On April 15, 2026 (the “Gray Rock Termination Date”), OppFi-LLC terminated agreements with Midtown Madison Management LLC (“Midtown”), an unrelated third party, and Gray Rock SPV LLC (“Gray Rock”), an entity formed by third-party investors for the purpose of purchasing participation interests in receivables from Gray Rock Finance LLC, previously entered into on April 15, 2022. On the Gray Rock Termination Date, OppFi-LLC also terminated certain total return swaps (the “TRS”) with Midtown, providing credit protection related to a reference pool of consumer receivables financed by Midtown, previously entered into on April 15, 2022.

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 and nine months ended September 30, 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.

VIE Model

On the Gray Rock Termination Date, the Company determined that Gray Rock no longer constitutes a variable interest entity (“VIE”) and the Company deconsolidated Gray Rock on the Gray Rock Termination Date.

During the three months ended September 30, 2026, the Company determined that Opportunity Funding SPE Residual, LLC, a direct wholly owned subsidiary of OppFi-LLC (“SPE Residual”) constitutes a VIE subject to the consolidations guidance as the Company is the primary beneficiary of SPE Residual. Accordingly, SPE Residual’s assets, liabilities, results of operations and cash flows are included in the Company’s consolidated financial statements. See Note 7. Senior Debt, Net for additional information about SPE Residual.

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 and nine months ended September 30, 2025, have been reclassified to conform to the comparative period presentation for the three and nine months ended September 30, 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 nine months ended September 30, 2025, have been reclassified to conform to the comparative period presentation for the nine months ended September 30, 2026, specifically the presentation on the finance receivables acquired and repayments.

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.

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 September 30, 2026 and December 31, 2025, the unpaid principal balance of finance receivables outstanding for purchase was $6.0 million and $9.0 million, respectively.

Capitalized technology: In May 2026, the new internally developed software was placed into service. The Company estimated the new internally developed software to have afive year useful life. The Company capitalized software development costs totaling $2.7 million and $4.6 million for the three months ended September 30, 2026 and 2025, respectively, and $12.3 million and $12.9 million for the nine months ended September 30, 2026 and 2025, respectively. The Company also capitalized interest associated with application development totaling $0.1 million and $0.5 million for the three months ended September 30, 2026 and 2025, and $1.1 million and $1.2 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense, which is included in depreciation and amortization in the consolidated statements of operations, totaled $1.8 million and $1.0 million for the three months ended September 30, 2026 and 2025, respectively, and $3.7 million and $4.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Tax receivable agreement liability: In connection with the Corporate Simplification, the CSA provides for an amendment and termination of that certain Tax Receivables Agreement, dated July 20, 2021, by and among OppFi, OppFi-LLC and the other persons named therein (as amended, the “TRA”). The amendment to the TRA, among other things, provides for an aggregate early termination payment of $40.8 million, payable to the parties to the TRA (the “TRA Parties”) in accordance with the terms and upon the conditions of the TRA (the “Early Termination Payments”). Such Early Termination Payments were made to the applicable TRA Parties in equal installments on May 8, 2026 and September 1, 2026. Upon payments of the Early Termination Payments, the TRA was terminated in its entirety and all obligations of OppFi and OppFi-LLC thereunder were extinguished. The CSA provided for mutual releases among OppFi, OppFi-LLC and the TRA Parties with respect to the TRA, pursuant to which, among other things, the TRA Parties released OppFi, OppFi-LLC and their affiliates from any further obligations under the TRA and OppFi and OppFi-LLC provided reciprocal releases to the TRA Parties.

Exit costs, net: In June 2026, the Company fulfilled its remaining contractual liability of $0.2 million with one of its vendors to terminate its remaining contract associated with its OppFi Card product.

Income tax: As a result of the Corporate Simplification, OppFi is subject to corporate income taxes in the United States based upon its activities and all of taxable income from OppFi-LLC at the federal and state level as OppFi-LLC is a direct, wholly owned subsidiary of OppFi.

Prior to the Corporate Simplification, OppFi was subject to corporate income taxes in the United States based upon its activities and its allocable share of taxable income from OppFi-LLC at the federal and state level.

Noncontrolling interests: As a result of the Corporate Simplification, OppFi-LLC is a direct, wholly owned subsidiary of OppFi; therefore, OppFi-LLC has no further noncontrolling interest.

Prior to the Corporate Simplification, noncontrolling interests were held by the Members, who retained 68.3% of the economic ownership percentage of OppFi-LLC as of December 31, 2025.

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. Acquisition

Pending Acquisition

On April 28, 2026, OppFi 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 OppFi (“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”). The Merger Agreement was unanimously approved by the boards of directors of each of the Company and BNCC.

Under the terms of the Merger Agreement, if the Merger is completed, for each share of BNCC Common Stock owned, BNCC stockholders will be entitled to receive (i) $19.375, without interest, in cash and (ii) a number of shares of OppFi’s Class A Common Stock, equal to the Exchange Ratio of 1.90 shares of OppFi’s Class A Common Stock for each share of BNCC Common Stock. As of April 28, 2026, the date of the Merger Agreement, the preliminary estimated Merger Consideration transferred was valued at approximately $130.7 million. This preliminary estimate was based on the closing stock price of OppFi’s Class A Common Stock as of April 28, 2026, which was $9.01. Given the range of prices of shares of OppFi’s Class A Common Stock since the announcement of the Transaction, the value of the Merger Consideration expected to be transferred at the closing of the Transaction may differ materially from the preliminary estimate of the value of the Merger Consideration to be transferred.

On November 3, 2026, OppFi issued a press release announcing that it had withdrawn its applications to the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Federal Deposit Insurance Corporation (the “FDIC”) related to the proposed acquisition of BNCC and its wholly owned subsidiary, BNC. As of the date of this Quarterly Report on Form 10-Q, the Merger Agreement had not been terminated and remained in effect.

During the three and nine months ended September 30, 2026, pre-tax acquisition-related expenses incurred were $0.8 million and $3.9 million, respectively, which is included in professional fees in the consolidated statement of operations.

Note 3. Finance Receivables at Fair Value

The components of installment finance receivables at fair value as of September 30, 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 September 30, 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 $16.8 million and $16.4 million, respectively. As of September 30, 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 and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

The estimated amount of earnings included in losses attributable to changes in instrument-specific credit risk was $14.1 million and $18.9 million for the three and nine months ended September 30, 2026, respectively. The estimated amount of earnings included in losses attributable to changes in instrument-specific credit risk was $8.5 million and $2.8 million for the three and nine months ended September 30, 2025, respectively. 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 4. Property, Equipment and Software, Net

Property, equipment and software as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Note 5. Accrued Expenses

Accrued expenses as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Note 6. Leases

The components of total lease cost for three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Supplemental cash flow information related to the leases for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

The weighted average remaining lease term and discount rate as of September 30, 2026 and December 31, 2025 were as follows:

Future minimum lease payments as of September 30, 2026 were as follows (in thousands):

Note 7. Senior Debt

The Company’s senior debt as of September 30, 2026 and December 31, 2025, including borrowing capacity as of September 30, 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 as borrower, a direct wholly owned subsidiary of OppFi-LLC, OppWin, LLC and OppWin BPI, LLC, each as sellers (the “Sellers”), Midtown, as administrative and collateral agent, and the lenders party thereto 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.

On April 10, 2026, OppFi-LLC, Opportunity Funding SPE V, LLC, the Sellers, Midtown 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 Collateral Performance Triggers, each as defined in the Third Amendment, in each case to permit the Sellers to sell into the facility certain receivables that were acquired from Gray Rock in connection with the termination of the Gray Rock Credit Agreement (as defined below).

On the Gray Rock Termination Date, Opportunity Funding SPE V, LLC borrowed $46.5 million under the Third Amendment and used such borrowing to purchase from the Gray Rock all interests owned by Gray Rock in the consumer receivables financed with the loans made under the Gray Rock Credit Agreement (as defined below) (the “Gray Rock Receivables”) 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 the Gray Rock Termination Date, Gray Rock used the purchase price for the Gray Rock Receivables to repay its obligations under the $75 million revolving credit agreement (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.

On the Gray Rock Termination Date, 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. OppFi-LLC did not incur any termination penalties in connection with the termination of the TRS.

Term loan - Opportunity Funding SPE Residual, LLC

On August 10, 2026 (the “Closing Date”), SPE Residual, as borrower, OppFi-LLC, as guarantor, UMB Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto entered into a Senior Secured Multi-Draw Term Loan Agreement (the “Term Loan Agreement”), which provides for maximum borrowings of $100.0 million at a fixed interest rate of 12.50% per annum prior to the consummation of the Transaction and 13.50% per annum thereafter, with each funded loan subject to a 1.25% original issue discount retained by the lenders at the time of each draw. The Term Loan Agreement has a maturity date of thefour year anniversary date of the initial draw, which the borrower may request be extended for additionalone-year periods at the lenders’ discretion, and is subject to semi-annual amortization payments of 10% of the aggregate principal amount of loans funded by the lenders. Loans under the Term Loan Agreement may be drawn during a draw period ending on the six month anniversary of the Closing Date in an initial principal amount of $75.0 million and subsequently in a minimum principal amount of the lesser of $5.0 million or the remaining undrawn commitment thereunder and, once repaid, may not be reborrowed. The borrower’s ability to draw loans under the Term Loan Agreement is subject to the satisfaction of customary closing conditions and the lenders’ receipt of customary closing deliverables. In connection with the Term Loan Agreement, OppFi-LLC entered into a guaranty in favor of the administrative agent and collateral agent, and OppFi-LLC and the borrower each granted a security interest in all of their assets, which, for the borrower, consist primarily of its equity interests in two of OppFi-LLC’s special purpose vehicles that hold consumer loan receivables. The value of such equity interests represents the residual cash flows from those vehicles after payment of their respective senior secured obligations. The Term Loan Agreement is subject to a borrowing base and various financial covenants, including, prior to the consummation of the Transaction, minimum tangible net worth, liquidity and maximum consolidated debt to tangible net worth and, subsequent to the consummation of the Transaction, capital and leverage ratios. Outstanding obligations under the Term Loan Agreement may be voluntarily prepaid in whole or in part at any time, subject to payment of additional interest to the extent aggregate prepayments during any twelve-month period exceed a specified threshold, and the borrower is subject to certain mandatory prepayment requirements in the event borrowings under the Term Loan Agreement exceed the borrowing base. The Term Loan Agreement contains customary events of default. Immediately prior to, but conditioned upon, the closing of the Transaction, and subject to the receipt by the lenders of customary closing deliverables and the satisfaction of limited conditions, the borrower’s obligations under the Term Loan Agreement will be automatically assumed by a new special purpose vehicle borrower owned by OppFi-LLC and OppFi-LLC’s guaranty will be released.

On September 15, 2026, SPE Residual borrowed $75.0 million in aggregate principal amount (the “Initial Borrowing”) under the Term Loan Agreement. Following the Initial Borrowing, $25.0 million remains available to be drawn through February 10, 2027. The Initial Borrowing occurred following the satisfaction of the applicable closing conditions and the lenders’ receipt of the required closing deliverables.

Certain of the Company’s foregoing credit facilities that consist of revolving lines of credit and term loan 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 $8.0 million and $9.2 million for the three months ended September 30, 2026 and 2025, respectively, and $23.3 million and $27.4 million for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, the aggregate maturities of long-term borrowing, which excludes the revolving lines of credit, for the next five years were as follows (in thousands):

Note 8. Warrant Liabilities

On July 20, 2026 (the “Public Warrants Termination Date”), the Company’s redeemable warrants exercisable for OppFi’s Class A Common Stock at $11.50 per share (“Public Warrants”) expired pursuant to their contractual terms. On the Public Warrants Termination Date, the Company’s private placement warrants exercisable for OppFi’s Class A Common Stock at $11.50 per share also expired pursuant to their contractual terms.

During the three and nine months ended September 30, 2026,100 Public Warrants were exercised. During the three months ended September 30, 2025, there were no exercises of warrants. During the nine months ended September 30, 2025,275 Public Warrants were exercised.

Note 9. Stockholders’ Equity

Share repurchase: On May 6, 2026, OppFi’s Board of Directors (the “Board”) approved a new share repurchase program (the “Repurchase Program”) under which OppFi may repurchase up to $40 million of its Class A Common Stock. The Repurchase Program replaces OppFi’s repurchase program previously approved on April 4, 2024 (the “Prior Repurchase Program”), which was terminated. 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 OppFi might otherwise be precluded from doing so under trading laws. The Repurchase Program does not obligate OppFi 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.

During the three months ended September 30, 2026, OppFi repurchased 828,665 shares of Class A Common Stock, which were held as treasury stock, for an aggregate purchase price of $6.7 million at an average purchase price per share of $8.13. During the nine months ended September 30, 2026, OppFi repurchased 2,009,771 shares of Class A Common Stock, which were held as treasury stock, for an aggregate purchase price of $17.9 million at an average purchase price per share of $8.91, which includes repurchases under both the Repurchase Program and the Prior Repurchase Program. During the three and nine months ended September 30, 2025, OppFi repurchased 710,430 shares of Class A Common Stock, for an aggregate purchase price of $7.4 million at an average purchase price per share of $10.33. As of September 30, 2026,$32.0 million of the repurchase authorization under the Repurchase Program remained available.

Dividend: On April 18, 2025, OppFi paid a dividend of $0.25 per share ($6.4 million in the aggregate) to stockholders of record of OppFi’s Class A Common Stock as of the close of business on April 8, 2025.

Member Distribution: On April 18, 2025, OppFi-LLC paid a special distribution of $0.25 per unit ($21.7 million in the aggregate), which is included in the member distributions in the consolidated statements of stockholder’s equity, to holders of record of OppFi Units as of the close of business on April 8, 2025.

Note 10. Stock-Based Compensation

As of September 30, 2026, the Company had only granted awards in the form of stock options and restricted stock units (“RSUs”). As of September 30, 2026, the Company hadno unvested performance stock units (“PSUs”).

A summary of the Company’s stock option activity for the nine months ended September 30, 2026 was as follows:

A summary of the Company’s RSUs activity for the nine months ended September 30, 2026 was as follows:

A summary of the Company’s PSUs activity for the nine months ended September 30, 2026 was as follows:

For the three months ended September 30, 2026, stock-based compensation expense related to RSUs was $1.6 million. There wasno stock-based compensation expense related to stock options and PSUs for the three months ended September 30, 2026. For three months ended September 30, 2025, stock-based compensation expense related to stock options, RSUs, and PSUs was $1.9 million. For the nine months ended September 30, 2026 and 2025, stock-based compensation expense related to stock options, RSUs, and PSUs was $6.2 million and $8.2 million, respectively. As of September 30, 2026, total unrecognized compensation expense related to unvested RSUs was $9.3 million which will be recognized over a weighted-average vesting period of approximately 1.8 years. As of September 30, 2026, there wereno unrecognized compensation expenses related to unvested stock options and PSUs.

Note 11. Income Taxes

For the three months ended September 30, 2026, OppFi recorded an income tax expense of $6.3 million and reported consolidated income before income taxes of $40.7 million, resulting in a 15.4% effective income tax rate. For the three months ended September 30, 2025, OppFi recorded an income tax expense of $5.6 million and reported consolidated income before income taxes of $81.6 million, resulting in a 6.9% effective income tax rate. For the nine months ended September 30, 2026, OppFi recorded an income tax expense of $20.1 million and reported consolidated income before income taxes of $124.2 million, resulting in a 16.2% effective income tax rate. For the nine months ended September 30, 2025, OppFi recorded an income tax expense of $8.5 million and reported consolidated income before income taxes of $116.3 million, resulting in a 7.3% effective income tax rate.

OppFi’s effective income tax rates for the three months ended September 30, 2026 differ from the federal statutory income tax rate of 21% primarily due to nondeductible expenses, state income taxes, warrant liability, and discrete tax items. OppFi’s effective income tax rates for the three months ended September 30, 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. OppFi’s effective income tax rates for the nine months ended September 30, 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 prior to the Corporate Simplification, 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 September 30, 2026, one discrete item was recorded consisting of a $0.2 million benefit related to stock compensation, which decreased the effective tax rate by 0.4%. Excluding the aforementioned discrete item, the effective tax rate for the three months ended September 30, 2026 would have been 15.8%. For the three months ended September 30, 2025, one discrete item was recorded consisting of a $0.2 million benefit related to stock compensation, which decreased the effective tax rate by 0.2%. Excluding the aforementioned discrete item, the effective rate for the three months ended September 30, 2025 would have been 7.1%. For the nine months ended September 30, 2026, one discrete item was recorded of $0.4 million related to stock compensation, which decreased the effective tax rate by 0.3%. Excluding the aforementioned discrete item, the effective tax rate for the nine months ended September 30, 2026 would have been 16.5%. For the nine months ended September 30, 2025, one discrete item was recorded of $0.9 million related to stock compensation, which decreased the effective tax rate by 0.7%. Excluding the aforementioned discrete item, the effective tax rate for the nine months ended September 30, 2025 would have been 8.0%.

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 September 30, 2026 and 2025, OppFi owned 100.0% and 32.2%, 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.

During the nine months ended September 30, 2026, the Company’s net deferred tax asset increased as a result of the aggregate effects of both the Corporate Simplification and the termination of the TRA. For tax purposes, the Corporate Simplification resulted in a step-up of tax basis calculated with reference to the fair value of consideration exchanged. The tax-effected amount of the excess tax basis over the carrying value of the assets represents the increase of the Company’s net deferred tax asset position. The termination of the TRA reduced related deferred tax assets to reflect the elimination of future deductible amounts. The total increase in the net deferred tax asset attributable to the Corporate Simplification and the termination of the TRA was $73.1 million.

As of September 30, 2026 and December 31, 2025, OppFi recorded an unrecognized tax benefit of$0.4 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 September 30, 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 12. Fair Value Measurements

Fair value on a nonrecurring basis: As of September 30, 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 September 30, 2026 and December 31, 2025 were as follows (in thousands):

During the three months ended September 30, 2026, there were no transfers of assets or liabilities in or out of Level 3 fair value measurement. During the nine months ended September 30, 2026, there was a transfer of liability out of Level 3 fair value measurements. During the three and nine months ended September 30, 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 September 30, 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 September 30, 2026 and December 31, 2025 (in thousands):

Note 13. 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 nine months ended September 30, 2026 and 2025 (in thousands):

Note 14. 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 responded to the DFPI’s objections. On May 19, 2026, the Court granted Summary Judgment in favor of the Company. The DFPI filed a Notice of Appeal on July 17, 2026. An 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. In June 2026, the settlement agreement received final court approval. Pursuant to the settlement agreement, the Company made a total payment, net of insurance recoveries, of $4.7 million during the three months ended June 30, 2026. The settlement agreement settled all claims asserted against the Company and OppFi-LLC.

As of 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 to insurance recoveries, which is included in other assets in the consolidated balance sheet.

Related party transactions: During the three months ended September 30, 2026, the Company paid the final installment of the Early Termination Payment of $20.4 million to the Members pursuant to the TRA. During the three months ended September 30, 2025, there were no payments to the Members pursuant to the TRA. During the nine months ended September 30, 2026, the Company made payments to the Members totaling $45.4 million pursuant to the TRA. During the nine months ended September 30, 2025, the Company made payments to the Members totaling $1.0 million, pursuant to the TRA.

Note 15. Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of finance receivables. As of September 30, 2026, consumers living primarily in Texas and Virginia made up approximately 12% and 10%, respectively, of the Company’s portfolio of finance receivables. As of September 30, 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 16. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 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 and nine months ended September 30, 2026 and 2025:

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 subsequent event that requires disclosure.

Acquisition: On November 3, 2026, OppFi issued a press release announcing that it had withdrawn its applications to the OCC, the Federal Reserve and the FDIC related to the Transaction. As of the date of this Quarterly Report on Form 10-Q, the Merger Agreement had not been terminated and remained in effect.