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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McKay Christopher J.
(Last) (First) (Middle)
130 E. RANDOLPH STREET
SUITE 3400
(Street)
CHICAGO IL 60601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Risk & Analytics Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class V Common Stock(1) 05/21/2025 D(2) 101,489(2) D $0(2) 1,350,000 I By OppFi Shares, LLC(3)
Class A Common Stock 05/21/2025 M(4) 101,489 A $0(4) 194,823(5) D
Class A Common Stock 07/01/2025 M 3,850(6) A $0 198,673 D
Class A Common Stock 07/01/2025 F 938(7) D $13.99 197,735 D
Class A Common Stock 07/01/2025 F 1,970(7) D $13.99 195,765 D
Class A Common Stock 07/01/2025 F 1,369(7) D $13.99 194,396 D
Class A Common Stock 07/02/2025 S(8) 9,030 D $13.41 185,366 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Units(9) $0 05/21/2025 M 101,489 (9) (9) Class A Common Stock 101,489 $0 1,350,000 I By OppFi Management Holdings, LLC(10)
Restricted Stock Unit $0 07/01/2025 M 3,850(6) (11) (11) Class A Common Stock 3,850(6) $0 3,852 D
Explanation of Responses:
1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represent voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes OppFi Management Holdings, LLC ("OFMH") to exercise) Exchange Rights (as defined below in footnote 9).
2. Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial").
3. The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or OFMH's) Exchange Rights.
4. Reflects shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer received in connection with the exercise of the Exchange Rights by OFMH.
5. Reflects the number of shares of Class A Common Stock of the Issuer beneficially owned by the reporting person following the transaction reported in the last Form 4 of the reporting person, which was filed on May 28, 2025, as adjusted for this transaction.
6. On July 1, 2025, the reporting person received shares of Class A Common Stock of the Issuer in settlement of restricted stock units ("RSUs"), which vested on July 1, 2025.
7. Represents shares withheld to cover tax withholding obligations upon the settlement of vested RSUs.
8. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024.
9. Common Units generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A Common Stock of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock (the "Exchange Rights").
10. These Common Units are held by OFMH, of which the reporting person is a member. OFMH is a member of Opportunity Financial. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of OFMH, the reporting person has the right to cause OFMH to exercise for the benefit of the reporting person OFMH's Exchange Rights with respect to the Common Units indirectly held by the reporting person.
11. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer and was granted pursuant to the Plan. On October 1, 2021, the reporting person was granted 61,613 RSUs. 25% of the RSUs vested on the one-year anniversary of the date of grant and the remainder will vest in equal quarterly increments over the following three years, subject to the reporting person's continued service with the issuer and the terms of the Plan.
/s/ Marv Gurevich, Esq., as attorney-in-fact for Christopher J. McKay 07/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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