OPFI 10-K & 10-Q changes, risk factors and insider trading

• we are a rapidly growing company with a relatively limited history operating history,at our current scale, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate our future prospects;

• our revenue growth rate and origination volumes may fluctuate or decline and financial performance in recent periods may not be indicative of future performance and such growth may slow over time;

• ifour business is highly dependent on our existing bank partners wereand any disruption to ceasethese or limit operations with us or if we are unable to attract and onboard new bank partners,partner relationships could adversely affect our business, financial condition and results of operations could be adversely affected;

• our models have not yet been extensively tested during a full and prolonged down-cycle economic conditions.environment. If our models do not accurately reflect a borrower’s credit risk in such economic conditions, the performance of loans facilitated on our platform may be worse than anticipated;

• if we are unable to maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform, then our growth prospects, business, financial condition and results of operations could be adversely affected;

• we rely on borrowings under our corporate and warehouse credit facilities to fund certain aspects of our operations, and any inability to meet our obligations as they come due or to comply with various covenants in such facilities could harm our business;

• if loans originated by us or loans originated by our bank partners and facilitated by our platform are found to violate the laws of one or more states, whether at origination or after sale of participation interests by the originating bank partner, such loans may be unenforceable or otherwise impaired, and we or other program participants may be subject to, among other things, fines, judgments and penalties, and/or our commercial relationships may suffer, each of which would adversely affect our business, financial condition and results of operations;

• if wethe areDFPI unsuccessfulis successful on appeal or otherwise prevails in preventingfuture the California Department of Financial Protection and Innovation (“DFPI”) from enforcing 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”),proceedings against loansus thator are originated bytargeting our bankindustry partnersor onbusiness our platform and serviced through our technology and service platform,model, our bank partners’ ability to originate loans on our platform in California could suffer, which could have a material adverse effect on our business, results of operations and financial condition;

We are a rapidly growing company with a relatively limited history operating history,at our current scale, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate our future prospects.

We were founded in 2012 and have experienced rapid growth inover recent years.time. Our limited history operating historyat our current scale may make it difficult to make accurate predictions about our future performance. Assessing our business and future prospects may also be difficult because of the risks and difficulties we face. These risks and difficulties include our ability to:

• successfully maintain diverse and robust sources of capital to fund loans originated by us on our platform in certain states or fund our purchase of participation rights in the economic interests of loans originated by our bank partners on our platform;

• respond to general economic conditions, including economic slowdowns, inflation, interest rate changes, recessionsrecessions, the impact of tariffs, and tightening of credit markets;

Our revenue growth rate may fluctuate or decline, and our financial performance in recent periods may not be indicative of future performance and such growth may slow over time.performance.

We may not be ableunable to maintain or increase our profitabilityprofitability, inoperating theleverage, future.or unit economics, even if revenues remain stable.

ForIn addition, our profitability is sensitive to our ability to manage operating and marketing expenses, credit performance, and the years ended December 31, 2022, 2023availability and 2024, we experienced net incomecost of approximately $3.3 million, $39.5 million and $83.8 million, respectively, representing a year-over-year increase of approximately 1,082% from 2022 to 2023 and a year-over-year increase of approximately 112% from 2023 to 2024.funding. We intend to continue to expendinvest significant funds to continue to develop and improve our proprietary machine learning models, improve our marketing efforts to increase the number of borrowers on our platform, enhance the features and overall user experience of our platform, expand the types of loan offerings on our platform and otherwise continue to grow our business, and we may not be able to increase our revenue enough to offset these significant expenditures. We may incur significant losses in the future for a number of reasons, including the other risks described in this section, and unforeseen expenses, difficulties, complications and delays, macroeconomic conditions, including economic slowdowns, inflation, interest rate changes, recessions, inflationthe impact of tariffs, and tightening of credit markets, poor performance of loan vintages, and other unknown events. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from maintaining or improving profitability on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations could be adversely affected.

• general economic conditions, including economic slowdowns, recessionsrecessions, the impact of tariffs, or tightening of credit markets, including due the failures of banks or other financial institutions;

In addition, we experience significant seasonality in the demand for loans on our platform, which is generally lower in the first quarter. This seasonal slowdown is primarily attributable to high loan demand around the holidays in the fourth quarter and the general increase in borrowers’ available cash flows in the first quarter, including cash received from tax refunds, which temporarily reduces borrowing needs. While ourOur growth has obscured this seasonality in our overall financial results, and we expect our results of operations to continue to be affected by such seasonality in the future. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Continuing to improve the accuracy of our models is central to our business strategy.strategy While we believe that continuing to improve the accuracy of our models is key toand our long-term success, but those improvements could, from time to time, lead us to reevaluate the risks associated with certain borrowers, which could in turn cause us to lower approval rates or increase interest rates for any borrowers identified as a higher risk, either of which could negatively impact our growth and results of operations in the short term.

IfOur business is highly dependent on our existing bank partnerspartners, wereand any disruption to ceasethese or limit operations with us or if we are unable to attract and onboard new bank partners,partner relationships could adversely affect our business, financial condition and results of operations could be adversely affected.operations.

ApproximatelyOur 98%business andmodel 100%currently ofdepends ourentirely net originations were generated fromon loans originated by our bank partners and facilitated through our platform. Our bank partners originated 100% of the net originations facilitated by our platform in both the years ended December 31, 20232024 and December 31, 2024, respectively.2025. Our primary bank partners FinWise,FinWise Bank (“FinWise”), First Electronic Bank (“FEB”) and Capital Community Bank (“CCB”) began originating loans on the OppFi platform in January 2018, May 2020 and October 2020, respectively. FinWise accounted for approximately 34.2%31.8% and 31.8%31.3% of the net originations facilitated by our platform during the years ended December 31, 20232024 and 2024,2025, respectively, and similar percentages of our net revenues. FEB accounted for approximately 45.2%30.3% and 30.3%26.3% of the net originations facilitated by our platform during the years ended December 31, 20232024 and 2024,2025, respectively, and similar percentages of our net revenues. CCB accounted for approximately 18.3%37.9% and 37.9%42.3% of the net originations facilitated by our platform during the years ended December 31, 20232024 and 2024,2025, respectively, and similar percentages of our net revenues. Our bank partners retain a certain portion of the economic interests in these originated loans on their own balance sheets and sell participation rights in the remainder of the economic interests in these originated loans to us, which we in turn sell to our special purpose finance entities.

We have entered into separate agreements with each of our three primary bank partners. Our agreements with our bank partners are nonexclusive, generally have 60-month60 month terms and certain agreements automatically renew, subject to certain early termination provisions and minimum fee amounts, and do not include any minimum origination obligations or origination limits. The current term of our agreements with FinWise, FEB and CCB expire on February 1, 2026,2029, NovemberApril 1,29, 2025,2029, and AprilFebruary 17,28, 2025,2029, respectively, unless renewed.

Our bank partners could decide to stop working with us, terminate our agreements with them early upon the occurrence of certain events, ask to modify their agreement terms in a cost prohibitive manner when their agreement is up for renewal or enter into exclusive or more favorable relationships with our competitors. Further, even during the term of our arrangements, our bank partners could choose to reduce the volume of loans facilitated on our platform that they choose to originate. In addition, regulators may require that they terminate or otherwise limit their business with us; impose regulatory pressure limiting their ability to do business with us; or directly examine and assess our records, risk controls and compliance programs as they relate to our interactions with bank partners (and thereafter limit or prohibit future business between that bank partner and us). For example, in spite of federal law permitting state-chartered banks to enter into loans with interest rates allowed in their chartering states, the DFPI has sought to limit the interest rates of loans made by our bank partners on our platform in the State of California, In February 2026, the Superior Court of the State of California, County of Los Angeles, Central Division (“Court”) issued a Tentative Statement of Decision, which grants our summary judgment motion, dismissing the DFPI’s cross-claims alleging violations of the California Financing Law, as amended by the Fair Access to Credit Act, a/k/a AB 539 (“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. The DFPI retains the right to appeal this decision, and any appeal could result in reversal, remand for further proceedings or continued uncertainty regarding the applicability of the CFL, which could have an impact on our bank partners’ ability to originate loans on our platform in California. We could in the future have disagreements or disputes with any of our bank partners, which could negatively impact or threaten our relationship with them. In our agreements with bank partners, we make certain representations and warranties and covenants concerning our compliance with specific policies of a bank partner, our compliance with certain procedures and guidelines related to laws and regulations applicable to our bank partners, as well as the services to be provided by us. If those representations and warranties were not accurate when made or if we fail to perform a covenant, we may be liable for any resulting damages, including potentially any losses associated with impacted loans, and our reputation and ability to continue to attract new bank partners would be adversely affected. Additionally, our bank partners may engage in mergers, acquisitions or consolidations with each other, our competitors or with third parties, any of which could be disruptive to our existing and prospective relationships with our bank partners. If the bank partners listed above or any of our future bank partners were to stop working with us, suspend, limit, or cease their operations, or otherwise terminate their relationship with us, the number of loans facilitated through our platform could decrease and our revenue and revenue growth rates could be adversely affected. We also may be unable to reach agreements with or timely onboard any new bank partners, and our results of operations could be adversely affected.

Our sales and onboarding process with new bank partners can be long and typically takes between three to six months.long. As a result, our revenues and results of operations may vary significantly from period to period. Prospective bank partners are often cautious in making decisions to implement our platform and related services because of the risk management alignment and regulatory uncertainties related to their use of our machine learning models, including their oversight, model governance and fair lending compliance obligations associated with using such models. In addition, prospective banks undertake an extensive diligence review of our platform, compliance and servicing activities before choosing to partner with us. Further, the implementation of our machine learning underwriting model often involves adjustments to the bank partner’s software and/or hardware platform or changes in their operational procedures, which may involve significant time and expense to implement. Delays in onboarding new bank partners can also arise while prospective bank partners complete their internal procedures to approve expenditures and test and accept our applications. Consequently, we face difficulty predicting the quarter in which new bank partners will begin using our platform and the volume of fees we will receive, which can lead to fluctuations in our revenues and results of operations.

Many factors, including factors that are beyond our control, may adversely impact our results of operations or financial condition and our overall success by affecting a borrower’s willingness to incur loan obligations or willingness or capacity to make payments on their loans. These factors includeinclude, among others, prevailing interest rates, levels of inflation, unemployment levels,and conditionslabor inmarket theconditions, housing market,market trends, immigration policies, gas prices,and energy costs,prices, government shutdowns, trade warspolicy anddevelopments (including the imposition or expansion of tariffs), delays in tax refunds, asand wellbroader asgeopolitical and economic uncertainty. In addition, events such as natural disasters, acts of war, terrorism, catastrophes and the global or nationalregional outbreakconflicts, ofcatastrophes an illness or other communicable disease, or any otherand public health crisis.crises. Uncertainty and negative trends in general economic conditions, including significant tightening of credit markets,markets and reduced consumer confidence, historically have created a difficult operating environment for our industry.

Many new consumers onwho access our platform have limited or no credit history. Accordingly, such borrowers have historically been, and may in the future become, disproportionately affected by adverse macroeconomic conditions, such as the aforementioned events that have occurred or may occur again in the future.

In addition, unexpected life events, such as major medical expenses, divorce, death or other issues that affect borrowers couldmay affect a borrower’s willingness or ability to make payments on their loans. Increasing inflation and interest rates may also causeIf borrowers toincreasingly allocate more of their income to necessities, thereby potentially increasing their risk of default by reducing their ability to make loan payments.payments may be reduced, potentially leading to higher default rates. If borrowers default on loans facilitated on our platform, the cost to service these loans may also increase without a corresponding increase in our servicing fees or other related fees and the value of the loans held on our balance sheet could decline. Higher default rates by these borrowers may lead to lower demand by our bank partners and institutional investors to fund loans facilitated by our platform, which would adversely affect our business, financial condition and results of operations. If we are unable to improve our machine learning platform to account for events outside of our control and any resulting rise in the delinquency rate of loans facilitated on our platform, or if our machine learning platform is unable to more successfully predict the creditworthiness of potential borrowers compared to other lenders, then our business, financial condition and results of operations could be adversely affected.

During periods of economic slowdown or recession, our sources of capital may reduce the level of participation rights in loans originated by our bank partners on our platform that they will fund our purchase of, or the amounts of loans originated by us that they will fund, or demand terms that are less favorable to us to compensate for any increased risks. A reduction in the volume of the loans that can be facilitated by our platform due to our sources of capital would adversely affect our business, financial condition and results of operations.

The extent to which any certain macroeconomic event impacts our business and results of operations will depend on future developments that are highly uncertain and cannot be predicted. An extended period of economic disruption as a result of any certain macroeconomic event or other volatility could have a material negative impact on our business, results of operations and financial condition. To the extent such an event adversely affects our business and financial results, it is likely to also have the effect of heightening or may exacerbate many of the other risks described in this “Risk Factors” section.

The demand for the loan products facilitated on our platform in the markets we serve could decline due to a variety of factors, such as regulatory restrictions that reduce borrower access to particular products, the availability of competing or alternative products, increases in interest rates, or changes in borrowers’ financial conditions, particularly increases in income or savings, such as recent government stimulus programs. For instance, an increase in state or federal minimum wage requirements, a decrease in individual income tax rates or an increase in tax credits, could decrease demand for our loans. Additionally, a change in focus from borrowing to saving would reduce demand. Should we fail to adapt to a significant change in borrowers’ demand for, or access to, the loan products facilitated on our platform, our revenues could decrease significantly. Even if we make adaptations or introduce new products to fulfill borrower demand, borrowers may resist or may reject products whose adaptations make them less attractive or less available. Such decreased demand could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

Our models have not yet been extensively tested during a full and prolonged down-cycle economic conditions.environment. If our models do not accurately reflect a borrower’s credit risk in such economic conditions, the performance of loans facilitated on our platform may be worse than anticipated.

For example, consumer advocacy groups, politicians and certain government and media reports have, in the past, advocated governmental action to prohibit or severely restrict consumer loan arrangements where banks contract with a third- artyparty platform such as ours to provide origination assistance services to bank customers. Such criticism has frequently been levied in the context of payday loan marketers, though other entities operating programs through which loans similar to loans facilitated on our platform are originated have also faced criticism. The perceived improper use of a bank charter by these entities has been challenged by both governmental authorities and private litigants, in part because of the higher rates and fees a bank is permitted to charge consumers relative to non-bank lenders. State regulators have made statements in the past threatening regulatory action against us related to loans originated on our platform by state chartered-banks, and such statements and the perception of possible regulatory action could adversely affect our reputation and the willingness of bank partners to originate loans on our platform. Bank regulators have also required banks to exit third-party programs that the regulators determined involved unsafe and unsound practices or present other risks to the bank. We believe the payday or “small-dollar” loans that have been subject to more frequent criticism and challenge are fundamentally different from loans facilitated on our platform in many ways, including that loans facilitated on our platform typically have lower interest rates, longer terms and amortize over their life. If we are nevertheless associated with such payday or small-dollar consumer loans, or if we are associated with increased criticism of non-payday loan programs involving relationships between bank originators and specialty finance platforms and program managers, demand for loans facilitated on our platform could significantly decrease, which could cause our bank partners to reduce their origination volumes or terminate their arrangements with us, impede our ability to attract new bank partners or delay the onboarding of bank partners, impede our ability to attract capital sources or reduce the number of potential borrowers who use our platform. Any of the foregoing could adversely affect our results of operations and financial condition.

Our industry is driven by constant innovation. We utilize machine learning, which is characterized by extensive research efforts and rapid technological progress. If we fail to anticipate or respond adequately to technological developments, our ability to operate profitably could suffer. There can be no assurance that research,Research, data accumulation and development by other companies willmay not result in products superior to those we developdevelop, or thatand any technologies, products or services we develop willmay not be preferred to any existing or newly-developed technologies, products or services. If we are unable to compete with such companies or fail to meet the need for innovation in our industry, the use of our platform could stagnate or substantially decline, or our loan products could fail to maintain or achieve more widespread market acceptance, which could harm our business, results of operations and financial condition.

Fraud is prevalent in the financial services industry and is likely to increase as perpetrators become more sophisticated. Although weWe have not experienced any material business or reputational harm as a result of fraudulent activity in the past, webut are subject to the risk of fraudulent activity associated with borrowers and third parties handling borrower information. In the event of losses arising out of fraudulent loan applications, we may also be contractually obligated to indemnify our bank partners or capital sources for such losses. Fraud rates could also increase in a downcycle economy. We use several identity and fraud detection tools, including tools provided by third-party vendors and our proprietary machine learning models, to predict and otherwise validate or authenticate applicant-reported data and data derived from third-party sources. We have historically had very low levels of fraud rates; however, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Moreover, if our efforts are insufficient to accurately detect and prevent fraud, the level of fraud-related losses of loans facilitated on our platform could increase, which would decrease confidence in our platform. In addition, our bank partners, our sources of capital or we may not be able to recover amounts disbursed on loans made in connection with inaccurate statements, omissions of fact or fraud, which could erode the trust in our brand and negatively impact our ability to attract new bank partners and our sources of capital.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements. While weWe are in the process of training their replacements, but the quality of our services and our ability to serve our bank partners, investors and borrowers whose loans we service may suffer, resulting in an adverse effect on our business.

We are increasingly dependent on information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, process, transmit and store large amounts of sensitive information, including personal information, credit information and other sensitive data of borrowers and potential borrowers. It is critical that we do so in a manner designed to maintain the confidentiality, integrity and availability of such sensitive information. We have made commitments to our bank partners as it relates to data security and information technology. We also have arrangements in place with certain of our third-party vendors that require us to share consumer information. We have outsourced elements of our operations (including elements of our information technology infrastructure) to third parties, and as a result, we manage a number of third-party vendors who may have access to our computer networks and sensitive or confidential information. In addition, many of those third parties may in turn subcontract or outsource some of their responsibilities to other third parties. As a result, our information technology systems, including the functions of third parties that are involved or have access to those systems, is large and complex, with many points of entry and access. While allAll information technology operations are inherently vulnerable to inadvertent or intentional cybersecurity breaches, incidents, attacks and exposures, but the size, complexity, accessibility and distributed nature of our information technology systems, and the large amounts of sensitive information stored on those systems, make such systems potentially vulnerable to unintentional or malicious, internal and external attacks. Any vulnerabilities can be exploited from inadvertent or intentional actions of our employees, third-party vendors, bank partners, loan investors or by malicious third parties. Attacks of this nature are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives (including, but not limited to, industrial espionage) and expertise, including organized criminal groups, “hacktivists,” nation states and others. In addition to the extraction of sensitive information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information and systems. In addition, the prevalent use of mobile devices increases the risk of data security incidents. Further, our shift to a more flexible remote working environment could increase the risk of a cybersecurity breach. Significant disruptions of our bank partners’ and third-party vendors’ and/or other business partners’ information technology systems or other similar data security incidents could adversely affect our business operations and result in the loss, misappropriation, or unauthorized access, use or disclosure of, or the prevention of access to, sensitive information, which could result in financial, legal, regulatory, business and reputational harm to us.

While weWe regularly monitor data flow inside and outside the company,Company, but attackers have become very sophisticated in the way they conceal access to systems, and we may not be aware that we have been attacked. Any event that leads to unauthorized access, use or disclosure of personal information or other sensitive information that we or our vendors maintain, including our own proprietary business information and sensitive information such as personal information regarding borrowers, loan applicants or employees, could disrupt our business, harm our reputation, compel us to comply with applicable federal and/or state breach notification laws and foreign law equivalents, subject us to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm. In addition, any failure or perceived failure by us or our vendors to comply with our privacy, confidentiality or data security-related legal or other obligations to our bank partners or other third parties, actual or perceived security breaches, or any security incidents or other events that result in the unauthorized access, release or transfer of sensitive information, which could include personally identifiable information, may result in governmental investigations, enforcement actions, regulatory fines, litigation, or public statements against us by advocacy groups or others, and could cause our bank partners and other third parties to lose trust in us or we could be subject to claims by our bank partners and other third parties that we have breached our privacy- or confidentiality-related obligations, which could harm our business and prospects. Moreover, data security incidents and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the type described above. There can be no assurance that ourOur security measures intended to protect our information technology systems and infrastructure willmay not successfully prevent service interruptions or security incidents.

From time to time, the Companywe may make minority investments in the equity securities of companies that we do not control, including the Company’s investment in Bitty Holdings, LLC.LLC (“Bitty”). Minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the minority investment. In particular, the success of our investment in Bitty depends in significant part on Bitty’s ability to grow and scale its business, execute its business plan and effectively manage the operational, technological and regulatory challenges associated with expansion.

To the extent we hold only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability to influence the Company’s affairs in a manner intended to enhance the value of our investment in the Company. We could incur losses if the majority stakeholders or the management of the Company takes risks or otherwise acts in a manner that does not align with our interests or that strains the Company’s financial or operational resources. For example, rapid or unsuccessful scaling efforts by Bitty could result in increased expenses, operational disruptions or operational harm, any of which could adversely affect the value of our investment. Such circumstances could also lead to disputes and litigation with management or employees of the Company in which the investment is made, or its other stockholders In most cases, the companies in which we make investments will have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, which rank senior to our investment. We also may make investments in early-stage companiescompanies, like Bitty, that depend on venture funding and are not profitable. In the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which an investment is made, holders of debt instruments and securities ranking senior to our investment would typically be entitled to receive payment in full before distributions could be made in respect of our investment.

We may also enter into separate commercial arrangements with these companies, whether before, concurrently with, or after making a the minority investment. In certain cases, the commercial arrangement may be a driving factor behind our investment. We cannot assure you that that the commercial arrangement will further our business strategy as we expected. WeIf the Company fails to scale its business or execute its growth strategy, we may not realize all the economic benefits expected from the commercial agreement or realize the expected return on our investments.

Loans facilitated on our platform are not secured by any collateral, guaranteed or insured by any third party or backed by any governmental authority. As a result, we are limited in our ability to collect on such loans on behalf of ourselves and our bank partners if a borrower is unwilling or unable to repay them. We handle in-house substantially all of the servicing activities for loans facilitated on our platform, including collection activities, which requires that we hire and train significant numbers of servicing personnel. For more information about our collections procedures and experience handling collections, see the section titled “Business—Customer Advocates and Collections Arrangements.” Our need for servicing personnel may vary over time and there is no assurance that we willmay not be able to hire and train appropriate servicing personnel when necessary. For example, during periods of increased delinquencies caused by economic downturns or otherwise, it is important that our servicing personnel are proactive and consistent in contacting a borrower to bring a delinquent balance current and ultimately avoid the related loan becoming charged off, which in turn makes it extremely important that the servicing personnel are properly staffed and trained to take prompt and appropriate action. If the servicing personnel are unable to maintain a high quality of service, or fulfill their servicing obligations at all due to resource constraints resulting from the increased delinquencies, it could result in increased delinquencies and charge-offs on the loans, which could decrease fees payable to us, cause our bank partners to decrease the volume of loans facilitated on our platform and erode trust in our platform.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” of this Annual Report on Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis.

OppFiOur worksprimary withmission banksis to facilitate short-termfinancial inclusion and credit optionsaccess forto the 48 million everyday Americans who lackface accesscredit insecurity through unwavering commitment to mainstreamour financialcustomers, products. OppFi’s specialty finance platform focuses on helping these consumers rebuild their financial health. Customers on OppFi’s platformwho benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFius benefit from itsour turn-key, outsourced marketing, data science, and proprietary technology to digitally acquire, underwrite, and service these consumers.

OppFi’sOur primary products are offered by itsour OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan for a new borrower facilitated by OppFius is approximately $1,750,$1,950, payable in installments and with an average contractual term of 11 months. Neither SalaryTap nor OppFi Card contributed meaningfully to OppFi’s results during the year ended December 31, 2024.

•Net originationsincome increased 7.2%74.4% to $801.5$146.2 million from $747.8$83.8 million for the years ended December 31, 20242025 and 2023,2024, respectively;

•TotalBasic revenueand diluted earnings per share (“EPS”) increased 3.3%$0.63 to $526.0 million$0.99 from $508.9 million$0.36 for the years ended December 31, 20242025 and 2023,2024, respectively;

•Adjusted net income (“Adjusted Net Income”)(1) ofincreased 69.1% to $139.8 million from $82.7 million for the yearyears ended December 31, 2025 and 2024, an increase of $41.2 million from $41.5 million for the year ended December 31, 2023.respectively;

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for the Company’sour operations as of and for the years ended December 31, 20242025 and 2023.2024. Percentages presented are calculated from the underlying whole-dollar amounts.

We measure originations to assess the growth trajectory and overall size of our loan portfolio. There is a direct correlation between origination growth and revenue growth. We include both bank partner originations as well as those originated by us directly. Loans are considered to be originated when the contractprospective borrower’s application is signed between us and the prospective borrower.approved. The vast majority of our originations ultimately disburse to a borrower, but disbursement timing lags that of originations.

The following table presents total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations as defined above with respect to which the Companywe ultimately purchased a receivable from our bank partners or originated directly), percentage of net originations by bank partners, and percentage of net originations by new loans for the years ended December 31, 20242025 and 20232024 (in thousands):

Total net originations increased to $899.3 million for the year ended December 31, 2025 from $801.5 million for the year ended December 31, 20242024. The 12.2% increase was a result of increased demand from $747.8both new and returning customers and improvements to our credit model allowing for higher average loan sizes. Total retained net originations increased to $791.1 million for the year ended December 31, 2023.2025 The 7.2% increase was a result of bank partners’ expansion into additional states, increased demand through certain marketing partners, and enhanced lead evaluation capabilities driving higher quality applications. Total retained net originations increased tofrom $732.8 million for the year ended December 31, 2024 from $723.4 million for the year ended December 31, 2023.2024. The 1.3%8.0% increase for the year ended December 31, 20242025 was a result of the originations growth outpacingin total net originations, partially offset by the growth in the percentage of loans retained by our bank partners.

Total net originations of new loans as percentage of total loans increaseddecreased to 42.1% for the year ended December 31, 2025 from 44.0% for the year ended December 31, 2024 from 43.6% for the year ended December 31, 2023.2024. The increasedecrease iswas a result of acceleratingoriginations growth from our bank partners’ expansion into additional states, increased demand through certain marketing partners,refinance and enhancedreturning leadcustomers evaluationoutweighing capabilitiesoriginations drivinggrowth higherfrom qualitynew applications.customers.

Ending receivables increased to $493.1 million as of December 31, 2025 from $425.2 million as of December 31, 2024 from $416.5 million as of December 31, 2023.2024. The 2.1%16.0% increase was primarily driven by a higher receivables balance to begin the year in 2024 relative to 2023, growth in retained net originations yearand overimprovements year,to our credit model allowing for longer term loans and ahigher healthieraverage portfolioloan leading to fewer charge-offs year over year.sizes.

Average yield increased to 133.5% for the year ended December 31, 2025 from 131.4% for the year ended December 31, 2024 from 127.3% for the year ended December 31, 2023.2024. The 3.3%1.5% increase was driven by a decrease in delinquent loans in the portfolio that were not accruing interest throughout the period as well as an increase in the average statutory rate due to the introductionexpansion of pricing initiatives throughout 2024 and a relative shift away from states with lower interest rates.initiatives.

Net charge-offs as a percentage of total revenue decreased to 37.0% for the year ended December 31, 2025 from 39.1% for the year ended December 31, 2024 from 43.5% for the year ended December 31, 2023.2024. The decrease inwas net charge-offs as a percentage of total revenue for the year ended December 31, 2024 ismainly a result of a higher yielding portfolio over the period for the reasons discussed above in “Average Yield” combined with both lower gross charge-offs and higher recoveries driving lower levels of net charge-offs compared to the year ended December 31, 2023.. Net charge-offs as a percentage of average receivables decreased to 49.4% for the year ended December 31, 2025 from 51.4% for the year ended December 31, 2024 from 55.4% for the year ended December 31, 2023.2024. The decrease inwas net charge-offs as a percentage of average receivables for the year ended December 31, 2024 ismainly a result of both lower gross charge-offs and higher recoveriesaverage drivingreceivables lowerbalances levels of net charge-offs compared toover the year ended December 31, 2023.period.

Auto-approval rate increased byto 6.3%79.2% for the year ended December 31, 2024 to 76.5%2025 from 71.9%76.5% for the year ended December 31, 2023,2024, driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

The following table presents our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Total revenue consistsis mainlycalculated as the sum of interest on finance receivables and other revenue. The majority of our revenue is earned from interest on finance receivables from outstanding loans based on the interest method.loans. We also earn revenue from interest earned on interest bearing deposits, servicing fees charged to our bank partners, and referral fees related primarily to our “Turn-Up” program,and which“Turn-Down” represented 0.3% of total revenue for the year ended December 31, 2024.programs.

Total revenue increased by $17.0$71.1 million, or 3.3%,13.5%, to $597.1 million for the year ended December 31, 2025 from $526.0 million for the year ended December 31, 2024 from $508.9 million for the year ended December 31, 2023.2024. The increase was due to higher average receivables balances throughout the period, aas higherwell average statutory rate for the loans in the portfolio, and stronger payment activity drivingas a higher yield on the balances.balances, largely driven by higher average statutory rates.

Change in Fair Value and Provision for Credit Losses onof Finance Receivables

Change in fair value of finance receivables consists of gross charge-offs incurred in the period on the OppLoans installment product,finance receivables, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $215.9 million for the year ended December 31, 2025, which was comprised of $263.9 million of gross charge-offs, offset by $43.1 million of recoveries and a positive fair value adjustment of $4.9 million, up from $204.4 million for the year ended December 31, 2024, which was comprised of $240.4 million of gross charge-offs, offset by $34.7 million of recoveries and a positive fair value adjustment of $1.3 million, down from $231.4 million for the year ended December 31, 2023, which was comprised of $246.5 million of gross charge-offs and a negative fair value adjustment of $10.5 million, offset by $25.6 million of recoveries.million. The fair value adjustment for the year ended December 31, 20242025 had a positive impact due to the increase in receivables over the period combined with a slightlyslight higherincrease to the fair value mark.premium.

Net revenue is equal to total revenue less the change in fair value of, and provision for credit losses onon, finance receivables. Net revenue increased by $48.3$59.7 million, or 17.7%,18.6%, to $381.2 million for the year ended December 31, 2025 from $321.5 million for the year ended December 31, 20242024. from $273.2 million for the year ended December 31, 2023. ThisThe increase was due to both the increase in total revenuerevenue, andpartially offset by the decreaseincrease in change in fair value and provision for credit losses onof finance receivables.

Expenses increaseddecreased by $0.1$12.4 million, or 0.1%,5.5%, to $214.5 million for the year ended December 31, 2025 from $226.9 million for the year ended December 31, 2024 from $226.8 million for the year ended December 31, 2023.2024. The increasedecrease in expenses was primarily driven by higher professional fees, a one-time expense associated with the exit activities from the OppFi Card product, and a one-time adjustment as a result of the reclassification of OppFi Card assets from held for sale to held for investment at amortized cost that offset expenses for the year ended December 31, 2023. The increase was partially offset by reduced payment processing fees related to a renegotiation, lower capitalized technology amortization expense, lower interest expense resulting from paying down debt and rate decreasesdecreases, throughoutas 2024,well andas lower capitalized technology amortization expense. The decrease was partially offset by higher direct marketing costs resulting from a shift towards relatively lower-cost loans. Despite the slightexpansion increaseof inour expensesdirect formail thechannel. year ended December 31, 2024, expensesExpenses as a percent of total revenue decreased from 44.6%43.1% to 43.1%35.9% for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024.

Income from operations is the difference between net revenue and expenses. Income from operations increased by $48.2$72.1 million to $166.7 million for the year ended December 31, 2025 from $94.5 million for the year ended December 31, 2024 from income from operations of $46.4 million for the year ended December 31, 2023.2024. This increase was driven primarily by higher total revenue and lower expenses, partially offset by higher change in fair value and provision for credit losses onof finance receivables, slightly offset by higher expenses for the year ended December 31, 2024 as a result of the reasons stated above.

The change in fair value of warrant liabilities increasedresulted byin $8.2losses of $11.3 million and $5.0$8.2 million for the years ended December 31, 20242025 and 2023,2024, respectively. TheseThe warrantchanges liabilitiesare aroselargely with respectattributed to warrantsthe issuedchanges in connectionthe withshare price of our Class A common stock over the initial public offering of FGNA and are subject to re-measurement at each balance sheet date.period.

On July 31, 2024, OppFiwe entered into the Securities Purchase Agreement to acquireacquired 35% of the outstanding equity securities of Bitty. OppFiWe determined that itwe doesdo not have a controlling financial interest in Bitty, but doesdo exercise significant influence, and therefore the investment was accounted for under the equity method. OppFi’sOur proportionate share of Bitty’s earnings was $5.0 million for the year ended December 31, 2025, an increase of $3.5 million from $1.4 million for the year ended December 31, 2024.

Other Income(Expense) Income, Net

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income.(expense) income, net. Income before income taxes increased by $46.2$68.1 million, or 110.6%,77.3%, to $156.1 million for the year ended December 31, 2025 from $88.1 million for the year ended December 31, 2024 fromdriven $41.8 million forby the yearincreases endedto Decemberincome 31,from 2023operations and income from equity method investment, partially offset by the greater loss from the change in fair value of warrant liabilities for the reasons stated above.

OppFi recorded an incomeIncome tax expense of $9.9 million for the year ended December 31, 2025 increased by $5.7 million from $4.2 million for the year ended December 31, 2024,2024. anThe increase of $1.9 million fromin income tax expense ofis $2.3attributed millionto forboth higher income before income taxes and the year ended December 31, 2023. This increase isin our effective tax rate, largely attributeddue to OppFi Inc.’s increasing ownership in OppFi-LLC.

Net Income (Loss) Attributable to OppFi Inc.

Net income attributable to OppFi Inc. was $26.3 million for the year ended December 31, 2025, an increase from $7.3 million for the year ended December 31, 2024, up from a net loss of $1.0 million for the year ended December 31, 2023.2024. As a result of the Company’sour Up-C structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to itsour status as a public company, and the change in fair value of warrant liabilities. For the year ended December 31, 2025, income from economic interest was $53.6 million, partially offset by loss from change in fair value of warrant liabilities of $11.3 million, income tax expense of $10.0 million, and general and administrative expenses of $6.0 million, for net income attributable to OppFi Inc. of $26.3 million. For the year ended December 31, 2024, income from economic interest was $21.5 million, partially offset by loss from change in fair value of warrant liabilities of $8.2 million, income tax expense of $4.2 million, and general and administrative expenses of $1.8 million, for a net income attributable to OppFi Inc. of $7.3 million. For the year ended December 31, 2023, income from economic interest was $7.1 million, offset by loss from change in fair value of warrant liabilities of $5.0 million, income tax expense of $2.1 million, and general and administrative expenses of $1.0 million, for a net loss attributable to OppFi Inc. of $1.0 million.

For the years ended December 31, 20242025 and 2023,2024, the Company’sour outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of the Company’sour Class V Voting Stock are assumed to be exchanged, together with Class A common units of OppFi-LLC (“OppFi Units,Units”), into shares of the Company’sour Class A Common Stock as of the beginning of the period.

On April 28, 2026, the Company entered into anthe Merger Agreement with BNCC 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”).Sub. Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as aour wholly owned subsidiary of the Company (the “Merger”).subsidiary. Immediately following the Merger, an interim bank and our 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”),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”).subsidiary. The consummation of the Transaction remains subject to the satisfaction or waiver of customary closing conditions, including regulatory and BNCC stockholder approvals, as well as the satisfaction of other customary conditions set forth in the Merger Agreement. These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Transaction may not be completed.

Our financial results as of and for the three months ended MarchJune 31,30, 2026 are summarized below:

•Net income increased 165.0%36.0% to $54.0$15.6 million from $20.4$11.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively;

•Diluted earnings per common share increased $1.04$0.96 to $0.56$0.18 from diluted loss per common share of $0.48$0.78 for the three months ended MarchJune 31,30, 2026 and 2025, respectively;

•Adjusted net income (“Adjusted Net Income”)(1) decreased 11.2%27.0% to $30.0$28.8 million from $33.8$39.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively;

•Adjusted earnings per share (“Adjusted EPS”)(1) decreased $0.03$0.12 to $0.35$0.33 from $0.38$0.45 for the three months ended MarchJune 31,30, 2026 and 2025, respectively;

•Total revenue increased 8.3%1.9% to $151.9$145.2 million from $140.3$142.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively;

•Net originations decreased 7.0%9.3% to $176.0$212.0 million from $189.2$233.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively; and

•Ending receivables increased 9.4%0.5% to $444.9$440.1 million from $406.6$437.8 million as of MarchJune 31,30, 2026 and 2025, respectively.

In April 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BNCCORP, Inc.Inc., a Delaware corporation (“BNCC”), and Birch Merger Sub, LLC, a Delaware limited liability company and our wholly owned subsidiary (“Merger Sub”), pursuant to which BNCC will merge with oneand ofinto Merger Sub, with Merger Sub surviving as a wholly owned subsidiary (the “Merger”). Immediately following the Merger, an interim bank and our wholly owned subsidiariessubsidiary ofto be formed following the Companydate thereof will merge with and into BNC National Bank (“BNC”),Bank, a wholly owned subsidiary of BNCC,BNCC will(“BNC”), becomewith aBNC (which is expected to be renamed OppFi Bank, N.A.) surviving as our wholly owned subsidiary of the Company (together with the Merger, the “Transaction”). The Transaction is subject to customary closing conditions, including regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve and BNCC stockholder approvals, and is expected to close in the fourth quarter of 2026, although there can be no assurance that such conditions will be satisfied. The Transaction is expected to enable us to operate as a bank holding company and, over time, provide access to a more stable and lower-cost source of funding through deposits, although it will also subject us to increased regulatory capital and compliance requirements. We believe the Transaction will further align our technology-enabled platform with a regulated banking infrastructure, supporting our long-term strategy to vertically integrate our operations and enhance risk management and funding flexibility.

In addition, in April 2026, we completed a series of transactions pursuant to a Corporate Simplification Agreement (the “Corporate Simplification”), which resulted in us becoming the sole owner of OppFi-LLC and the termination of our Tax Receivable Agreement (the “TRA”). The Corporate Simplification is expected to simplifysimplified our organizational structure, eliminateeliminated noncontrolling interests, and resultresulted in future tax benefits totaling approximately $111 million from the tax basis "“step-up"” triggered by the Corporate Simplification and previous exchanges,exchanges of Class A common units of OppFi-LLC (“OppFi Units”), partially offset by aggregate TRA termination payments of approximately $40.8 million. We expect the simplified structure to improve the transparency and comparability of our financial results and better position us to execute on our strategic and capital allocation priorities.

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions, which may also be useful to an investor. The following tables and related discussion set forth key financial and operating metrics for our operations as of and for the three and six months ended MarchJune 31,30, 2026 and 2025. Percentages presented are calculated from the underlying whole-dollar amounts.

The following tabletables presentspresent total net originations (defined as gross originations net of transferred balance on refinanced loans), total retained net originations (defined as the portion of total net originations with respect to which we ultimately purchased a receivable from our bank partners), and percentage of net originations by new loans for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Total net originations decreased to $176.0$212.0 million and $388.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, from $189.2$233.9 million and $423.0 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The 7.0%9.3% decreaseand was8.3% decreases were mainly a result of lower net originations from refinance customers, as the prior year periodperiods benefited from changes to our credit model that increased the maximum loan amount those customers could refinance as well as higher average tax refunds that temporarily reduced loan demand for the current year period, which outweighed higher originations from new customers.refinance. Total retained net originations decreased to $151.4$176.8 million and $328.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, from $169.0$205.7 million and $374.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The 10.4%14.1% decreaseand was12.4% decreases were a result of the decrease in total net originations, furthered by the growth in the percentage of loans retained by our bank partners.

Total net originations of new loans as a percentage of total loans increased to 42.4%41.6% and 42.0% for the three and six months ended MarchJune 31,30, 20262026, respectively, from 36.6%38.7% and 37.8% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increaseincreases waswere a result of both new originations increasing and returning and refinance originations decreasing year over year.

Ending receivables are defined as the unpaid principal balances of loans at the end of the reporting period. The following table presents ending receivables as of MarchJune 31,30, 2026 and 2025 (in thousands):

Ending receivables increased to $444.9$440.1 million as of MarchJune 31,30, 2026 from $406.6$437.8 million as of MarchJune 31,30, 2025. The 9.4%0.5% increase was primarily driven by a higher balance to start the year, partially offset by lower retained net originations and higher gross charge-offs for the period.

Average yield represents total revenue from the period as a percent of average receivables and is presented as an annualized metric. Receivables are defined as the unpaid principal balances of loans. The following tabletables presentspresent average yield for the three and six months ended MarchJune 31,30, 2026 and 2025:

Average yield decreased to 130.7%132.4% and 131.1% for the three and six months ended MarchJune 31,30, 20262026, respectively, from 135.8%136.1% and 135.3% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The 3.8%2.7% decreaseand was3.2% decreases were mainly driven by an increase in delinquent loans in the portfolio that were not accruing interest throughout the period,periods, partially offset by an increase in the average statutory rate during the period.periods.

The following tabletables presentspresent net charge-offs as a percentage of total revenue and as an annualized percentage of average receivables for the three and six months ended MarchJune 31,30, 2026 and 2025:

Net charge-offs as a percentage of total revenue increased to 42.5%39.5% and 41.0% for the three and six months ended MarchJune 31,30, 20262026, respectively, from 34.6%31.9% and 33.3% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increaseincreases waswere mainly a result of a lower yielding portfolio for the reasons discussed above in “Average Yield” combined with elevated gross charge-offs offsetting higher recoveries of previously charged off loans. Net charge-offs as a percentage of average receivables increased to 55.5%52.3% and 53.8% for the three and six months ended MarchJune 31,30, 20262026, respectively, from 47.0%43.5% and 45.0% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increaseincreases waswere again mainly a result of elevated gross charge-offs offsetting higher recoveries of previously charged off loans.

Auto-approval rate is calculated by taking the number of approved loans that are not decisioned by a loan processor or underwriter (auto-approval) divided by the total number of loans approved. The following tabletables presentspresent autoauto-approval approval raterates for the three and six months ended MarchJune 31,30, 2026 and 2025:

Auto-approval rate increased to 79.2%81.2% and 80.2% for the three and six months ended MarchJune 31,30, 20262026, respectively, from 78.6%79.7% and 76.5% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increaseincreases waswere driven by the continued application of algorithmic automation projects that streamline frictional steps of the origination process.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

The following table presents our consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands, except share and per share data). Certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts.

Total revenue increased by $11.6$2.7 million, or 8.3%,1.9%, to $151.9$145.2 million for the three months ended MarchJune 31,30, 2026 from $140.3$142.4 million for the three months ended MarchJune 31,30, 2025. The increase was due to higher average receivables balances throughout the period.

Change in fair value of finance receivables consists of gross charge-offs incurred in the period on the installment finance receivables, net of recoveries, plus the change in the fair value on the installment loans portfolio. Change in fair value totaled $64.6$59.0 million for the three months ended MarchJune 31,30, 2026, which was comprised of $79.2$72.1 million of gross charge-offs and a negative fair value adjustment of $0.1$1.7 million, partially offset by $14.7$14.8 million of recoveries, up from $49.5$42.2 million for the three months ended MarchJune 31,30, 2025, which was comprised of $59.2$56.2 million of gross charge-offscharge-offs, partially offset by $10.7 million of recoveries and a negativepositive fair value adjustment of $0.9$3.3 million, partially offset by $10.6 million of recoveries.million. The fair value adjustment for the three months ended MarchJune 31,30, 2026 had a negative impact due to the decrease in the fair value premium combined with the decrease in receivables over the period outweighing the increase in the fair value premium.period.

Net revenue is equal to total revenue less the change in fair value of finance receivables. Net revenue decreased by $3.5$14.1 million, or 3.9%,14.0%, to $87.3$86.2 million for the three months ended MarchJune 31,30, 2026 from $90.8$100.2 million for the three months ended MarchJune 31,30, 2025. This decrease was due to the increase in change in fair value of finance receivables outweighing the increase in total revenue.

Expenses include costs related to salaries and employee benefits, direct marketing costs, professional fees, interest expense and amortized debt issuance costs, technology costs, payment processing fees, depreciation and amortization, occupancy, and general, administrative and other expenses.- Expenses increased by $3.6$6.4 million, or 7.5%,11.5%, to $51.9$61.8 million for the three months ended MarchJune 31,30, 2026 from $48.3$55.4 million for the three months ended MarchJune 31,30, 2025. The increase in expenses was primarily driven by higheran increase in professional fees.fees related to the Transaction and the Corporate Simplification. The increase was partially offset by lower interest expense resulting from paying down debt and rate decreases as well asand lower capitalizedsalaries technologyand amortizationemployee benefits, largely related to lower stock compensation expense. Despite the increase in overall expenses, expensesExpenses as a percentagepercent of total revenue decreasedincreased from 34.4%38.9% to 34.2%42.6% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Income from operations is the difference between net revenue and expenses. Income from operations decreased by $7.1$20.5 million to $35.4$24.4 million for the three months ended MarchJune 31,30, 2026 from income from operations of $42.5$44.8 million for the three months ended MarchJune 31,30, 2025. This decrease was driven by higher change in fair value of finance receivables and higher expenses related to the Transaction and the Corporate Simplification outweighing higher total revenue as a result of the reasons stated above.

The change in fair value of warrant liabilities resulted in a gain of $21.3$0.2 million and a loss of $21.6$33.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The changes are largely attributed to changes in the price of our public warrants and value of our private warrants, driven by changes in our stock price and the remaining time until maturity.

On July 31, 2024, we acquired 35% of the outstanding equity securities of Bitty. We determined that we do not have a controlling financial interest in Bitty, but do exercise significant influence, and therefore the investment was accounted for under the equity method. Our proportionate share of Bitty’s earnings was $1.1$0.8 million for the three months ended MarchJune 31,30, 2026, approximatelya flatdecrease of $0.3 million from $1.1 million for the three months ended MarchJune 31,30, 2025.

Other income totaled $0.2$0.1 million for the three months ended MarchJune 31,30, 2026 and $0.1 million for the three months ended MarchJune 31,30, 2025. Other income for theboth three months ended March 31, 2026 was comprised of $0.1 million in income attributed to the sublease of one of our office facilities and a $0.1 million gain related to our tax receivable agreement liability. Other income for the three months ended March 31, 2025periods was comprised of $0.1 million in income attributed to the sublease of one of our office facilities.

Income before income taxes is the sum of income from operations, the change in fair value of warrant liabilities, income from equity method investment, and other income. Income before income taxes increased by $36.0$12.8 million, or 163.2%,100.4%, to $58.0$25.5 million for the three months ended MarchJune 31,30, 2026 from $22.0$12.7 million for the three months ended MarchJune 31,30, 2025 driven by the gainprior year period’s loss from the change in fair value of warrant liabilities outweighing the decreasedifference in income from operations for the reasons stated above.operations.

Income tax expense of $4.0$9.8 million for the three months ended MarchJune 31,30, 2026 increased by $2.3$8.6 million from $1.7$1.2 million for the three months ended MarchJune 31,30, 2025. The increase in income tax expense was largely attributeddriven toby the increaseCorporate inSimplification, OppFiincreasing Inc.’sour ownershipeffective intax OppFi-LLC.rate with OppFi-LLC becoming a wholly-owned subsidiary.

Net income is the difference between income before income taxes and income tax expense. Net income increased by $33.6$4.1 million to $54.0$15.6 million for the three months ended MarchJune 31,30, 2026 from net income of $20.4$11.5 million for the three months ended MarchJune 31,30, 2025 for the reasons stated above.

Net income attributable to OppFi Inc. was $28.4$14.8 million for the three months ended MarchJune 31,30, 2026, up from net loss attributable to OppFi Inc. of $11.4$20.8 million for the three months ended MarchJune 31,30, 2025. As a result of our former Up-C structure as of March 31, 2026,structure, the underlying income or expense components are generally the economic interest in OppFi-LLC’s income or loss, expenses related to our status as a public company, and the change in fair value of warrant liabilities. For the three months ended MarchJune 31,30, 2026, income from economic interest was $11.6$25.6 million and the gain from change in fair value of warrant liabilities was $21.3$0.2 million, partially offset by income tax expense of $4.0$9.9 million and general and administrative expenseexpenses of $0.5$1.1 million, for net income attributable to OppFi Inc. of $28.4$14.8 million. For the three months ended MarchJune 31,30, 2025, income from economic interest was $12.5$14.7 million, offset by the loss fromon change in fair value of warrant liabilities of $21.6$33.3 million, income tax expense of $1.7$1.3 million, and general and administrative expenseexpenses of $0.6$0.9 million, for net loss attributable to OppFi Inc. of $11.4$20.8 million.

Diluted Earnings (Loss) per Share

For the three months ended MarchJune 31,30, 2026, the weighted average of our previously outstanding shares of Class V Voting Stock were included in computing the diluted earnings per share as the inclusion of these shares had a dilutive effect under the if-converted method. For the three months ended March 31, 2025, our outstanding shares of Class V Voting Stock were excluded in computing the diluted earnings per share as the inclusion of these shares would have had an antidilutive effect under the if-converted method. Under the if-converted method, shares of our previously outstanding Class V Voting Stock are assumed to be exchanged, together with OppFi Units, into shares of our Class A Common Stock as of the beginning of the period. For the three months ended June 30, 2025, diluted loss per share available to common stockholders was the same as basic loss per share available to common stockholders as dilutive common shares are assumed to have not been issued if their effect is anti-dilutive.