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Description of Business and Significant Accounting Policies | 6 Months Ended
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Jun. 30, 2026
Accounting Policies [Abstract] |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Organization and nature of operations: OppFi Inc. (“OppFi”), collectively with its subsidiaries (the “Company”), is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. The Company’s primary product is its installment loan product, OppLoans. Corporate Simplification On April 28, 2026, OppFi entered into a Corporate Simplification Agreement (the “CSA”) with Opportunity Financial, LLC (“OppFi-LLC”), a Delaware limited liability company, OppFi Management Holdings, LLC (“Management Holdings”), a Delaware limited liability company, OppFi Shares, LLC (“OFS”), a Delaware limited liability company, and certain other parties, pursuant to which the OppFi completed a series of transactions designed to simplify its corporate structure (the “Corporate Simplification”). Pursuant to the CSA, certain holders of Class A common units of OppFi-LLC (“OppFi Units”) exchanged all of their issued and outstanding OppFi Units for shares of OppFi’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), on a one-for-one basis and OFS surrendered the shares of OppFi’s Class V common stock, par value $0.0001 per share (“Class V Voting Stock”), it held associated with such exchanged units, each in accordance with the terms of the Third Amended and Restated Limited Liability Company Agreement of OppFi-LLC (“OppFi A&R LLCA”), following which, OppFi owned approximately 94.7% of OppFi-LLC. Immediately following such exchanges, in accordance with the Agreement and Plan of Merger, dated April 28, 2026 (the “OppFi-LLC Merger Agreement”), by and among OppFi, OppFi-LLC, Management Holdings, OFS and Oak Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Oak Merger Sub”), Oak Merger Sub merged with and into OppFi-LLC, with OppFi-LLC surviving (the “OppFi-LLC Merger”). At the effective time of the OppFi-LLC Merger, each remaining OppFi Unit held by holders other than OppFi, constituting approximately 5.3% of the issued and outstanding OppFi Units, was canceled and converted into the right to receive one share of Class A Common Stock and all remaining shares of Class V Voting Stock were surrendered to OppFi for no consideration. Immediately following the closing of the OppFi-LLC Merger, Management Holdings distributed the Class A Common Stock received in the OppFi-LLC Merger to its members in redemption of their interests in Management Holdings. As a result of the Corporate Simplification, all OppFi stockholders now hold Class A Common Stock with identical economic and voting interests and OppFi-LLC is a direct, 100% owned subsidiary of OppFi. Prior to the Corporate Simplification, OppFi was organized as a C corporation that owned an equity interest in OppFi-LLC in what is commonly referred to as an umbrella partnership C corporation (“Up-C”) structure in which substantially all of the assets and the business of the Company were held by OppFi-LLC and its subsidiaries. OppFi’s only direct assets consisted of OppFi Units. As of December 31, 2025, OppFi owned approximately 31.7% of the OppFi Units and controlled OppFi-LLC as the sole manager of OppFi-LLC in accordance with the terms of the OppFi A&R LLCA. All remaining OppFi Units (“Retained OppFi Units”) were beneficially owned by the members of OppFi-LLC (“Members”). OFS held a controlling voting interest in OppFi through its ownership of shares of Class V Voting Stock in an amount equal to the number of Retained OppFi Units and therefore had the ability to control OppFi-LLC. Gray Rock On April 15, 2026 (the “Gray Rock Termination Date”), OppFi-LLC terminated agreements with Midtown Madison Management LLC (“Midtown”), an unrelated third party, and Gray Rock SPV LLC (“Gray Rock”), an entity formed by third-party investors for the purpose of purchasing participation interests in receivables from Gray Rock Finance LLC, previously entered into on April 15, 2022. On the Gray Rock Termination Date, OppFi-LLC also terminated certain total return swaps (the “TRS”) with Midtown, providing credit protection related to a reference pool of consumer receivables financed by Midtown, previously entered into on April 15, 2022. Basis of presentation and consolidation: The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements pursuant to such rules and regulations. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and the related notes as of and for the year ended December 31, 2025 included in the 2025 Annual Report. In the opinion of the Company’s management, these unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results and financial position for the periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations that may be expected for the full year ending December 31, 2026. The accompanying unaudited consolidated financial statements include the accounts of OppFi and OppFi-LLC with its direct and indirect wholly owned subsidiaries and consolidated variable interest entities. All significant intercompany transactions and balances have been eliminated in consolidation. VIE Model On the Gray Rock Termination Date, the Company determined that Gray Rock no longer constitutes a variable interest entity and the Company deconsolidated Gray Rock on the Gray Rock Termination Date. Use of estimates: The preparation of the unaudited consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and operations and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The judgments, assumptions, and estimates used by management are based on historical experience, management’s experience and qualitative factors. The areas subject to significant estimation techniques include, but are not limited to, the determination of fair value of installment finance receivables and warrants, valuation allowance of deferred tax assets and income tax provision. For the aforementioned estimates, it is reasonably possible the recorded amounts or related disclosures could significantly change in the near future as new information is available. Reclassifications: Certain prior period amounts in the unaudited consolidated statements of operations for the three and six months ended June 30, 2025, have been reclassified to conform to the comparative period presentation for the three and six months ended June 30, 2026. These reclassifications have no effect on the previously reported results of operations. Certain line items in the unaudited consolidated statements of cash flows for the six months ended June 30, 2025, have been reclassified to conform to the comparative period presentation for the six months ended June 30, 2026, specifically the presentation on the finance receivables acquired and repayments and the borrowings and payments of the Company’s senior debt - revolving lines of credit. Finance receivables acquired and repayments were previously presented on a net basis that excluded transferred balance on refinanced loans and are now presented on a gross basis to include transferred balance on refinanced loans. These reclassifications have no effect on net cash used in investing activities or on total cash flows for the period presented. Borrowings and payments of the Company’s senior debt - revolving lines of credit were previously presented on a net basis as net payments of senior debt - revolving lines of credit and are now presented on a gross basis as borrowings of senior debt - revolving lines of credit and payments of senior debt - revolving lines of credit. These reclassifications have no effect on net cash used in financing activities or on total cash flows for the period presented. Accounting policies: There have been no changes to the Company’s significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the 2025 Annual Report. Participation rights purchase obligations: As of June 30, 2026 and December 31, 2025, the unpaid principal balance of finance receivables outstanding for purchase was $6.6 million and $9.0 million, respectively. Capitalized technology: In May 2026, the new internally developed software was placed into service. The Company estimated the useful life for the new internally developed software to have a five year useful life. The Company capitalized software development costs totaling $5.2 million and $4.2 million for the three months ended June 30, 2026 and 2025, respectively, and $9.6 million and $8.3 million for the six months ended June 30, 2026 and 2025, respectively. The Company also capitalized interest associated with application development totaling $0.3 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively. Amortization expense, which is included in depreciation and amortization in the consolidated statements of operations, totaled $1.4 million and $1.4 million for the three months ended June 30, 2026 and 2025, respectively, and $1.9 million and $3.0 million for the six months ended June 30, 2026 and 2025, respectively. Tax receivable agreement liability: In connection with the Corporate Simplification, the CSA provides for an amendment and termination of that certain Tax Receivables Agreement, dated July 20, 2021, by and among OppFi, OppFi-LLC and the other persons named therein (as amended, the “TRA”). The amendment to the TRA, among other things, provides for an aggregate early termination payment of $40.8 million, payable to the parties to the TRA (the “TRA Parties”) in accordance with the terms and upon the conditions of the TRA (the “Early Termination Payments”). Such Early Termination Payments were, or will be, made to the applicable TRA Parties in equal installments on May 8, 2026 and September 1, 2026, subject to acceleration with respect to any portions of the Early Termination Payments outstanding as of the closing of the Merger Agreement (as defined below). Upon payment of the Early Termination Payments, the TRA will terminate in its entirety and all obligations of OppFi and OppFi-LLC thereunder will be extinguished. The CSA also provides for mutual releases among OppFi, OppFi-LLC and the TRA Parties with respect to the TRA, pursuant to which, among other things, the TRA Parties will release OppFi, OppFi-LLC and their affiliates from any further obligations under the TRA (other than the right to receive the Early Termination Payments) and OppFi and OppFi-LLC provide reciprocal releases to the TRA Parties. Exit costs, net: In June 2026, the Company fulfilled its remaining contractual liability of $0.2 million with one of its vendors to terminate its remaining contract associated with its OppFi Card product. Income tax: As a result of the Corporate Simplification, OppFi is subject to corporate income taxes in the United States based upon its activities and all of taxable income from OppFi-LLC at the federal and state level as OppFi-LLC is a direct, wholly owned subsidiary of OppFi. Prior to the Corporate Simplification, OppFi was subject to corporate income taxes in the United States based upon its activities and its allocable share of taxable income from OppFi-LLC at the federal and state level. Noncontrolling interests: As a result of the Corporate Simplification, OppFi-LLC is a direct, wholly owned subsidiary of OppFi; therefore, OppFi-LLC has no further noncontrolling interest. Prior to the Corporate Simplification, noncontrolling interests were held by the Members, who retained 68.3% of the economic ownership percentage of OppFi-LLC as of December 31, 2025. Recently adopted accounting pronouncements: None. Accounting pronouncements issued and not yet adopted: In November 2024, the FASB issued Accounting Standard Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The purpose of ASU 2024-03 is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The purpose of ASU 2025-01 is to clarify the effective date of ASU 2024-03. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The purpose of ASU 2025-06 is to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of ASU 2025-11 is to clarify interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 also requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.

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