Item 1.02 Termination of a Material Definitive Agreement.
On April 15, 2026 (the "Gray Rock Termination Date"), OppFi-LLC terminated those certain total return swaps (the "TRS") previously entered into on April 15, 2022 with affiliates of Midtown, pursuant to which OppFi-LLC agreed to provide credit protection related to a reference pool of consumer receivables financed by Midtown through a $75 million revolving credit agreement (the "Gray Rock Credit Agreement") with Midtown as lender and Gray Rock SPV V, LLC as borrower (the "Gray Rock Borrower"). Pursuant to the TRS, Opp-Fi LLC received payments received by the Midtown reference lenders under the Gray Rock Credit Agreement and serviced the consumer receivables financed through the Gray Rock Credit Agreement.
The TRS was designed to enable OppFi-LLC to obtain the economic benefit of owning interests in the consumer receivables financed with loans made under the Gray Rock Credit Agreement (the "Loans"), without actually owning such receivables, in return for OppFi-LLC paying interest and principal losses on the Loans to Midtown.
The TRS terminated due to the repayment in full of the Loans in connection with the revolving commitment termination date under the Gray Rock Credit Agreement.
On the Gray Rock Termination Date, (i) OppF-LLC purchased from the Gray Rock Borrower all interests owned by the Gray Rock Borrower in the consumer receivables financed with the Loans (the "Gray Rock Receivables"), (ii) the Gray Rock Borrower used the purchase price for the Gray Rock Receivables to repay its obligations under the Gray Rock Credit Agreement in full and (iii) Midtown caused the reference lenders under the Gray Rock Credit Agreement to assign their right, title and interest under the Gray Rock Credit Agreement to OppFi-LLC, providing OppFi-LLC with any residuals under the Gray Rock Credit Agreement
OppFi-LLC did not incur any termination penalties in connection with the termination of the TRS.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Third Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the termination of the TRS set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference in this Item 2.04.