Business Context and Reporting Period
Company: OppFi Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 10, 2026
Reporting Period: Events occurring on April 10, 2026, and April 15, 2026.
This filing details the entry into a material definitive agreement regarding a credit facility amendment and the termination of a prior total return swap (TRS) arrangement.
Key Financial Metrics and Agreements
- Revolving Credit Agreement: Entered into a Third Amendment to the Second Amended and Restated Revolving Credit Agreement on April 10, 2026.
- Borrowing Activity: Borrowed approximately $46.5 million under the amended agreement on the Gray Rock Termination Date.
- Use of Proceeds: Funds were used to purchase "Gray Rock Receivables" from the Gray Rock Borrower.
- Consolidated Impact: The acquisition of Gray Rock Receivables did not change the Company's consolidated receivables balance due to the structure of the Total Return Swap (TRS).
- Termination Penalties: No termination penalties were incurred regarding the TRS termination.
Material Changes Versus Prior Period
Amendment to Credit Facility: The Third Amendment modified the Credit Agreement to:
- Add additional Approved Bank Partner Originator States for originating Eligible Receivables.
- Modify Eligibility Criteria, Excess Concentration Limits, and Tier 1 Collateral Performance Triggers.
- Permit the sale of Receivables acquired from Gray Rock into the facility.
Termination of Gray Rock Facility: On April 15, 2026, the Company terminated a TRS entered into on April 15, 2022, with affiliates of Midtown. This arrangement previously provided credit protection for a $75 million revolving credit agreement. The termination occurred due to the full repayment of the underlying loans.
Outlook, Risks, and Management Commentary
Transaction Structure: The termination of the TRS involved OppFi-LLC purchasing all interests in the consumer receivables from the Gray Rock Borrower. The Gray Rock Borrower utilized the purchase price to repay obligations under the Gray Rock Credit Agreement in full. Midtown assigned rights, title, and interest under the agreement to OppFi-LLC, providing the Company with any residuals.
Risk Disclosure: The filing notes that the description of the Third Amendment is not complete and is qualified by reference to the full text of the agreement filed as Exhibit 10.1.
Guidance: The filing text does not provide specific forward-looking guidance, earnings outlook, or updated financial projections beyond the immediate transaction details.
Investor Verification Checklist
- Verify the specific terms of the "Third Amendment" regarding Eligibility Criteria and Concentration Limits in Exhibit 10.1.
- Confirm the impact of the $46.5 million borrowing on the Company's leverage ratios and liquidity position in subsequent filings.
- Review the performance history of the acquired "Gray Rock Receivables" to assess credit quality risks.
- Monitor for any future amendments to the Credit Agreement related to the new Approved Bank Partner Originator States.