OppFi (OPFI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, with registration required by June 8, 2026.

• Shareholders of record as of April 21, 2026, are entitled to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The Board unanimously recommends voting for all proposals and director nominees.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (Theodore Schwartz and Greg Zeeman) for terms expiring in 2029, an advisory vote on 2025 executive compensation, an advisory vote on the frequency of future say-on-pay votes, and ratification of RSM US LLP as auditor for 2026.

• Shareholders may submit proposals or director nominations for the 2027 annual meeting, with deadlines and requirements specified in the bylaws.

• The Board recommends annual (one-year) frequency for say-on-pay votes.

Board of directors and corporate governance

• The Board consists of six directors divided into three staggered classes, with a mix of experienced and newer members.

• The company qualifies as a "controlled company" under NYSE rules, with the SCG Holders' Representative entitled to nominate a majority of directors and committee members.

• Three directors are considered independent under NYSE standards; the Lead Director is Jocelyn Moore.

• The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics.