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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): June 9, 2026
OppFi Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Delaware | 001-39550 | 85-1648122 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
(Address of Principal Executive Offices) (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:
| | | | | | | | |
| Title of Each Class | Trading
Symbol | Name of Each Exchange
on Which Registered |
| Class A common stock, par value $0.0001 per share | OPFI | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | OPFI WS | The New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2026, OppFi Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 85,377,560 shares of common stock outstanding and entitled to vote, 78,986,471.30 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:
| | | | | | | | | | | | | | | | | | | | |
| Name | | For | | Abstained | | Broker Non-Votes |
| Theodore Schwartz | | 69,179,145.52 | | 3,613,058.59 | | 6,194,267.19 |
| Greg Zeeman | | 69,559,445.52 | | 3,232,758.59 | | 6,194,267.19 |
Proposal 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, by the votes set forth in the table below:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstained | | Broker Non-Votes |
| 69,344,938.52 | | 3,410,976.59 | | 36,289.00 | | 6,194,267.19 |
Proposal 3: The Company’s stockholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory vote on the compensation of our named executive officers, by the votes set forth in the table below:
| | | | | | | | | | | | | | |
| Frequency | | Votes Submitted | | Broker Non-Votes |
| 1-Year | | 72,248,611.11 | | 6,194,267.19 |
| 2-Year | | 18,598.00 | | — |
| 3-Year | | 510,646.00 | | — |
| Abstained | | 14,349.00 | | — |
Proposal 4: The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified by the Company’s stockholders, by the votes set forth in the table below:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstained | | Broker Non-Vote |
| 78,744,384.30 | | 126,197.00 | | 115,890.00 | | — |
Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation
The Company’s Board of Directors has considered the outcome of the non-binding advisory vote regarding the frequency of future non-binding advisory votes on executive compensation, and has determined that the Company will hold future non-binding advisory votes on executive compensation every year until the Company’s Board of Directors otherwise determines that a different frequency for such non-binding advisory votes is in the best interest of the Company or until the next required vote on the frequency of stockholder votes on executive compensation.
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.
| | | | | | | | |
| Date: June 10, 2026 | OppFi Inc. |
| | |
| By: | /s/ Pamela D. Johnson |
| | Pamela D. Johnson |
| | Chief Financial Officer |