THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. THE COURT HAS MADE NO FINDINGS WITH RESPECT TO THE FOLLOWING MATTERS, AND THESE RECITATIONS SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

This Action arises out of Defendants’ alleged impairment of FGNA Class A common stockholders’ right to make an informed redemption decision in connection with the business combination between FGNA and Opportunity Financial LLC (“Legacy OppFi”). The FGNA Defendants, as FGNA’s directors and officers, were duty bound to provide FGNA stockholders with all material information related to their redemption decision in an honest and forthright manner. Plaintiff alleges: (i) that the FGNA Defendants, aided and abetted by the OppFi Defendants and ThinkEquity, caused FGNA to make materially false and misleading public statements about the benefits of the proposed business combination; and (ii) that the FGNA Defendants’ alleged breaches of fiduciary duty, aided and abetted by the OppFi Defendants and ThinkEquity, and Defendants’ unjust enrichment, harmed the Class by, among other things, dissuading its members from redeeming their stock. In this Action, Plaintiff sought an award of damages to himself and the Class, and/or injunctive relief and/or corresponding declaratory relief.

Defendants have denied and continue to deny, inter alia, that they have engaged in any wrongdoing, liability, or any alleged violations asserted or in connection with the Action, including, but not limited to, any allegations that Defendants have committed any violations of law or breach of any duty owed to FGNA stockholders, that Defendants have aided and abetted any breach of any duty owed to FGNA stockholders, that the Merger was not entirely fair to, or in the best interests of, FGNA stockholders, that Defendants have acted improperly in any way, that Defendants have any liability or owe any damages of any kind to Plaintiff and/or the Class, and/or that Defendants were unjustly enriched in the Merger. Each of the Defendants asserts that, all relevant times, such Defendant acted in good faith and in a manner believed to be in the best interests of FGNA and all of its stockholders. Nevertheless, Defendants have determined to enter into the Settlement and the Stipulation solely to avoid the substantial burden, expense, inconvenience, and distraction of continued litigation and to put the Released Plaintiff’s Claims to rest, finally and forever.

FACTUAL BACKGROUND

On June 24, 2020, FGNA, a special purpose acquisition company, was incorporated in Delaware.

On October 2, 2020, FGNA completed its initial public offering (“IPO”) of 23,775,000 units that were sold to public investors (“Public Units”), at a price of $10.00 per unit, raising gross proceeds totaling $237.75 million. Each Public Unit consisted of one share of FGNA Class A Common Stock, and one-third of one whole FGNA public warrant. Each whole public warrant entitled the warrant-holder to purchase one share of FGNA Class A Common Stock at a price of $11.50 per share.

The funds raised in the IPO were placed and maintained in a trust account for the benefit of the FGNA public stockholders, who had the right to redeem some or all of their shares of Common Stock at a price equal to $10.00 per share plus accrued interest.

On February 9, 2021, FGNA entered into a Business Combination Agreement with Legacy OppFi, OppFi Shares, LLC, and Todd Schwartz, in his capacity as the “Member’s Representative,” pursuant to which Legacy OppFi would become a subsidiary of a newly-organized public holding company in an “Up-C” structure following the business combination with Legacy OppFi (the “Merger”), and FGNA would change its legal name to OppFi, Inc. (“New OppFi”).

On June 22, 2021, FGNA filed with the United States Securities and Exchange Commission a definitive proxy statement and prospectus concerning the Merger (such proxy statement and together with any preliminary proxy filings, as well as any amendments or supplements thereto, the “Proxy”), which was mailed to FGNA stockholders on or about June 22, 2021. The Proxy informed stockholders of a special meeting to be held on July 16, 2021 (the “Special Meeting”), at which FGNA stockholders would vote whether to approve the Merger and related transactions. The Proxy also informed FGNA stockholders that the deadline to redeem shares in connection with the Merger was 5:00 P.M. ET on July 14, 2021, the Redemption Deadline.

Before the Special Meeting, investors holding 14,822,435 shares of FGNA Class A Common Stock exercised their right to redeem (the “Redeeming Stockholders”). This group represented approximately 62% of all FGNA public shares. Following these redemptions, the Redeeming Stockholders received approximately $91,646,050 from the trust account.

On July 16, 2021, FGNA stockholders voted to approve the Merger.

On July 20, 2021, the Merger closed. FGNA was renamed New OppFi.

On July 20, 2023, Plaintiff, on behalf of himself and other similarly situated FGNA Class A stockholders, commenced this action captioned Murray v. Moglia, et al., C.A. No. 2023-0737-PAF by filing a Verified Stockholder Class Action Complaint (the “Initial Complaint”). The Initial Complaint asserted claims against the FGNA Defendants for breach of fiduciary duties and unjust enrichment in connection with the Merger.

On November 30, 2023, the FGNA Defendants filed their Answer to the Initial Complaint.

On April 10, 2024, the Court entered a Stipulation and Order Governing Case Schedule, on April 15, 2024, entere+C3d a Stipulation and Order Governing Expert Discovery, and on April 17, 2024, entered a Stipulation and Order for the Production and Exchange of Confidential Information.

Following receipt of the FGNA Defendants’ Answer to the Initial Complaint, Plaintiff sought party and non-party discovery, including document requests, subpoenas, and interrogatories. In total, prior to the settlement of this Action, the parties and non-parties produced to Plaintiff 18,621 documents totaling 138,155 pages.

On October 24, 2024, Plaintiff and the FGNA Defendants participated in a full-day mediation before Greg Danilow, Esq., of Phillips ADR Enterprises. Although the mediation concluded without a settlement agreement, with the assistance of Mr. Danilow, Plaintiff and the FGNA Defendants continued their arm’s-length negotiations, while also continuing discovery and moving the Action towards trial.

On February 7, 2025, Plaintiff filed his public version of the Verified Amended Stockholder Class Action Complaint (the “Amended Complaint”). The Amended Complaint asserted claims for breach of fiduciary duty against the FGNA Defendants, aiding and abetting breaches of fiduciary duties against the OppFi Defendants and ThinkEquity, and unjust enrichment against all Defendants.

On April 30, 2025, the FGNA Defendants filed their Answer to the Amended Complaint.

On April 30, 2025, the OppFi Defendants and ThinkEquity moved to dismiss the Amended Complaint (the “Motion to Dismiss”) and filed their opening brief in support thereof.

On June 12, 2025, the Settling Parties participated in a second mediation session before Greg Danilow, Esq., of Phillips ADR Enterprises (the “Mediator”). Although the second mediation session concluded without an agreement, the Settling Parties continued their arm’s-length negotiation with the assistance of the Mediator.

On August 28, 2025, following full briefing of the Motion to Dismiss, the Court scheduled a hearing on the Motion to Dismiss for February 20, 2026.

On February 6, 2026, following continued arm’s-length negotiations, the Settling Parties reached an agreement in principle to settle the Action, after receiving and accepting a double-blind Mediator’s proposal. The definitive terms of which are reflected in the Stipulation, which can be viewed on the Important Documents page of this website. On February 9, 2026, the Settling Parties informed the Court of the agreement in principle, and the hearing on the Motion to Dismiss was adjourned.

On May 7, 2026, the Court entered a Scheduling Order directing that the Notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval of the Settlement.

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