OppFi Inc. Enters/Terminates Agreements, Triggers Financial Obligations

TL;DR

OppFi just signed and broke a deal, and now owes more money.

AI Summary

On September 29, 2025, OppFi Inc. entered into a material definitive agreement and also terminated a material definitive agreement. These actions triggered events that accelerated or increased a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company also made a Regulation FD disclosure.

Why It Matters

This filing indicates significant changes in OppFi's contractual obligations, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements, along with triggered financial obligations, suggests potential financial distress or significant strategic shifts.

Key Players & Entities

• OppFi Inc. (company) — Registrant
• FG New America Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share OPFI The New York S
• $11.50 — mon stock, each at an exercise price of $11.50 per share OPFI WS The New York Stock Ex
• $150.0 million — ment provides for maximum borrowings of $150.0 million at an interest rate equal to the Term S
• $79.0 million — he Agreement to repay the approximately $79.0 million in outstanding obligations under the Pr

Filing Documents

• opfi-20250929.htm (8-K) — 33KB
• oppfi-announcesxnewx150x.htm (EX-99.1) — 8KB
• oppfi-announcesxnewx150x001.jpg (GRAPHIC) — 118KB
• oppfi-announcesxnewx150x002.jpg (GRAPHIC) — 147KB
• oppfi-announcesxnewx150x003.jpg (GRAPHIC) — 103KB
• 0001818502-25-000038.txt ( ) — 713KB
• opfi-20250929.xsd (EX-101.SCH) — 2KB
• opfi-20250929_def.xml (EX-101.DEF) — 16KB
• opfi-20250929_lab.xml (EX-101.LAB) — 28KB
• opfi-20250929_pre.xml (EX-101.PRE) — 17KB
• opfi-20250929_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 29, 2025, Opportunity Financial, LLC, a Delaware limited liability company ("OppFi-LLC") and subsidiary of OppFi Inc., a Delaware corporation (the "Company"), Opportunity Funding SPE IX, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of OppFi-LLC (the "Borrower"), OppWin, LLC and OppWin BPI, LLC, each a Delaware limited liability company and wholly owned subsidiary of OppFi-LLC, each as sellers, UMB Bank, N.A., as administrative agent and collateral agent, Randolph Receivables 2 LLC, as a lender and as Castlelake Representative, and the lenders party thereto entered into a senior secured Revolving Credit Agreement (the "Agreement"), by and among OppFi-LLC, the Borrower, OppWin, LLC, OppWin BPI, LLC, UMB Bank, N.A., Randolph Receivables 2 LLC, and the other lenders party thereto. The Agreement provides for maximum borrowings of $150.0 million at an interest rate equal to the Term Secured Overnight Financing Rate plus 6.00% and a maturity date of September 29, 2029. The Agreement is subject to a borrowing base and various financial covenants, including minimum tangible net worth, liquidity and maximum consolidated debt to tangible net worth. Outstanding obligations under the Agreement may be prepaid beginning on September 29, 2026, subject to prepayment premiums. In addition, the Borrower is subject to certain mandatory prepayment requirements in the event borrowings under the Agreement exceed the borrowing base. The Agreement contains customary events of default and termination events for agreements of this nature, including, but not limited to, failure to make payments under the Agreement when due, cross default, breach of the Agreement, misrepresentation and bankruptcy. The Company intends to use the proceeds of the Agreement to support its ongoing growth in finance receivables. In addition, a portion of the proceeds was used to repay the outstanding borrowings

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Effective September 29, 2025, in connection with the closing of the Agreement, the Borrower terminated the Prior SPV IX Agreement and used a portion of the proceeds of the Agreement to repay the approximately $79.0 million in outstanding obligations under the Prior SPV IX Agreement. The Prior SPV IX Agreement provided for maximum borrowings of $150.0 million and was due to mature on December 14, 2026. The Borrower did not incur any early termination penalties in connection with the termination of the Prior SPV IX Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the termination of Prior SPV IX Agreement set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 2, 2025, the Company issued a press release announcing the entrance into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This information in this Item 7.01 and the information contained in Exhibit 99.1 attached hereto is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit Number Description 99.1 Press Release dated October 2, 2025. 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized. Date: October 2, 2025 OppFi Inc. By: /s/ Pamela D. Johnson Pamela D. Johnson Chief Financial Officer

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View this 8-K filing on SEC EDGAR