8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2024

OppFi Inc.

(Exact name of registrant as specified in its charter)

130 E. Randolph Street, Suite 3400

Chicago, Illinois 60601

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 212-8079

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

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

Item 8.01 Other Events.

On July 21, 2024, OppFi Inc., a Delaware corporation (the “Company”), determined that the 25,500,000 earnout Class A common units (the “Earnout Units”) of Opportunity Financial, LLC (“Opportunity Financial”) issued pursuant to the Business Combination Agreement, dated February 9, 2021, by and among the Company, Opportunity Financial, OppFi Shares, LLC ("OFS") and the representative of the members of Opportunity Financial (the “Business Combination Agreement”), were not earned pursuant to the earnout provisions of the Business Combination Agreement on or prior to the third (3rd) year anniversary of the closing date of the Company’s business combination. Accordingly, on such date the Earnout Units were forfeited, for no consideration, by the holders thereof to Opportunity Financial and the 25,500,000 shares of Class V common stock, par value $0.0001 per share, of the Company associated with the Earnout Units were forfeited, for no consideration, by OFS to the Company.

SIGNATURES

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