OPay has secured board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited (NGX), setting the stage for the fintech to access Nigeria’s capital market after its planned primary listing on the New York Stock Exchange (NYSE).
The company disclosed the approval in its Form F-1 registration statement filed with the United States Securities and Exchange Commission (SEC) on October 9, 2026.
“We have obtained the approval of our board and shareholders to pursue a secondary listing on the Nigerian Exchange Limited (“NGX”) following the completion of our primary listing on the NYSE,” OPay stated in the filing.
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The proposed Nigerian listing remains conditional on market conditions and compliance with applicable local laws and regulatory requirements. These include the Investments and Securities Act 2025, the Nigerian SEC’s rules and regulations, as amended, and the NGX Rulebook.
The move would potentially give Nigerian investors an opportunity to participate directly in OPay’s ownership through the domestic stock market, while allowing the company to broaden its investor base beyond the United States. However, OPay has warned that the two listings may not offer seamless transfers between markets, creating potential complications for liquidity and pricing.
The disclosure follows NairaMetrics report that OPay is preparing for a proposed US initial public offering targeting a valuation of approximately $4 billion. Citigroup, Deutsche Bank and JPMorgan Chase have been appointed to manage the offering.
Beyond its planned listing, the registration statement provides a detailed account of OPay’s growth in digital payments and lending, its reported market position in Nigeria and the expansion of its investment portfolio ahead of the IPO.
One of the most important qualifications in OPay’s proposed secondary listing is the possibility that shares traded in Nigeria may not be interchangeable with its American Depositary Shares (ADSs) listed on the NYSE.
ADSs are securities issued by a depositary bank that represent shares in a foreign company and trade on a US exchange. They allow American investors to gain exposure to overseas businesses without necessarily buying the underlying shares directly in the company’s home market.
OPay said its Nigerian-listed securities may not be fungible with, or exchangeable into, its US-traded ADSs unless appropriate arrangements are established to facilitate transfers between the two markets.
“Unless and until appropriate cross-market arrangements are established, securities traded on the NGX may not be fungible with or exchangeable into our ADSs traded on the NYSE, which could limit investors’ ability to transfer holdings between markets, fragment liquidity and result in price differences or increased volatility,” the company stated.
In practical terms, investors purchasing OPay shares on the NGX might be unable to transfer those holdings directly into the US-traded ADSs, and vice versa. Without a mechanism to move securities between the markets, the Nigerian shares and American depositary securities could trade as separate pools of investment.
That separation could produce different prices for securities representing interests in the same underlying company. Demand and supply in each market, exchange-rate movements, trading volumes and local investor sentiment could cause the Nigerian-listed shares to trade at a premium or discount to the US-traded ADSs.
For example, strong demand among Nigerian investors could push the domestic shares higher without creating an automatic opportunity for investors to buy the equivalent exposure in the United States and transfer it to Nigeria to capture the difference.
The absence of interchangeability could therefore weaken the price-arbitrage mechanism that often helps align securities trading across multiple markets. It could also limit liquidity if investors are unable to shift their holdings to the market offering better trading conditions.
OPay cautioned that even if it completes the secondary listing and establishes cross-market transfer arrangements, there is no guarantee that the NGX would develop an active trading market or that the listing would deliver the expected increase in liquidity and investor participation.
The approval is consequently an important step, but it is not confirmation that the Nigerian listing will proceed on a particular date or that the two markets will have fully connected trading arrangements.
Payments and Lending Underpin Opay’s Proposed $4 Billion Valuation
OPay’s proposed US IPO comes after substantial growth in its transaction volumes, customer engagement and lending operations. According to the registration statement, the company processed gross transaction value (GTV) of $358 billion in 2025, more than double the $166.2 billion recorded in 2024.
GTV measures the total value of transactions processed through a platform. It provides an indication of the scale of OPay’s payment activity, although it should not be confused with revenue or profit. The expansion was accompanied by a significant increase in active users. Monthly active users rose 57%, from 25.1 million in 2024 to 39.3 million in 2025. Daily active users in the fourth quarter of 2025 increased 50% to 22.7 million.
OPay reported a daily-active-user-to-monthly-active-user ratio of 57.8% in the fourth quarter, suggesting that a substantial proportion of its monthly user base used the platform on a typical day, according to the company’s reported metrics.
These figures provide a measure of engagement that may matter to prospective investors assessing whether OPay can sustain its transaction growth and expand the financial services it offers to customers.
The company’s lending business also grew rapidly. New loans originated increased 285%, from $243.9 million in 2024 to $938.3 million in 2025, while the number of quarterly unique borrowers in Nigeria rose 119% to 4.6 million.
OPay estimated that it accounted for 57.4% of the total value of digital loans disbursed in Nigeria in 2025. The estimate was calculated by dividing the company’s Nigerian loan disbursements, based on its internal lending records, by the estimated value of digital loans disbursed across the country, using market data provided by Frost & Sullivan.
“In 2025, OPay is estimated to have accounted for approximately 57.4% of total digital loan disbursement value in Nigeria,” the filing stated.
The company attributed its position in lending partly to its scale in digital payments, arguing that its large customer base and transaction data support the delivery of additional financial services.
“Our scale in digital payments supports a strong position in the digital lending segment,” it added.
The rapid increase in lending volumes could provide an additional source of business growth, but it also makes credit quality, repayment performance and risk management important considerations for investors. The disclosed loan origination figures do not, by themselves, establish the profitability of the lending operation or the level of losses associated with the portfolio.
OPay’s reported market share should also be understood in the context of its methodology. The 57.4% figure is a company estimate based on internal disbursement records and an external market estimate, rather than a direct measure of independently audited market-wide transactions.
Okash Leads Digital Lending App Rankings, Filing Says
OPay also highlighted the performance of Okash, its digital lending platform, in the registration statement.
Citing DataSparkle, an independent mobile application monitoring platform, the company said Okash ranked first among digital lending applications in Nigeria in the first half of 2026. Its active users were approximately 1.6 to 6.6 times those of the other four applications in the top five.
The filing also said OPay accounted for approximately 66.1% of monthly active users across the financial applications monitored in Nigeria during the same period.
Citing Frost & Sullivan, OPay described itself as Nigeria’s largest processor of digital payments and transfers by GTV. DataSparkle rankings further placed the company third across all applications in Nigeria by daily active users and fourth by weekly active users, making it the only financial application in the top five for both measures.
It ranked sixth by monthly active users and was the only financial application among the top 10 in that category, according to the filing.
“OPay has established a leading position in Nigeria’s digital banking ecosystem, particularly in user engagement and transaction volumes,” the company stated.
These rankings support OPay’s argument that its platform has developed a broad reach across Nigeria’s digital financial services market. However, application activity and transaction volumes do not necessarily translate directly into revenue, profitability or customer loyalty. The figures are also based on third-party monitoring and market estimates cited by the company.
OPay identified traditional banks, digital lending platforms and fintech companies as its principal competitors in Nigeria. It argued that traditional banks can face higher operating costs, limited reach among informal workers and micro-entrepreneurs, and constraints in technology and product innovation.
On digital lending, the company pointed to platforms that concentrate on short-term, unsecured loans, potentially high effective interest rates, and aggressive data collection or debt recovery practices that have attracted regulatory scrutiny.
OPay said its own competitive advantages include its technology infrastructure, product development, network effects and integration of payments, savings and credit services. It also argued that payment transaction data supports its credit risk assessments, while savings and lending products encourage customers to use the platform more frequently.
The company nevertheless expects competition to intensify as established providers invest more heavily and new entrants seek opportunities in payments and lending.
“The competition in this sector will continue to intensify, especially as fintech services become more ingrained in consumers’ daily lives,” the filing stated.
OPay also operates in markets including Indonesia, Egypt and Pakistan, where it faces competition from banks, challenger banks, mobile money operators, digital wallets and lending platforms.
Short-Term Investments Rise to $532.94 Million
OPay disclosed a short-term investment portfolio of $532.94 million as of June 30, 2026, equivalent to approximately 27.9% of its total assets of $1.91 billion.
The portfolio increased from $410.45 million at the end of 2025 to $131.35 million at the end of 2024, representing a substantial expansion over the period.
The filing indicated that a significant portion of these investments was placed through Nigerian asset management companies. The disclosure provides further insight into how OPay manages its financial assets as it prepares for the proposed US listing.
The increase in short-term investments may be relevant to investors assessing the company’s liquidity and asset allocation, although the disclosed figures alone do not establish the portfolio’s precise composition, risk profile or investment returns.
Taken together, OPay’s transaction growth, expanding lending operations, and investment portfolio provide the financial and operational context for its planned IPO. Its proposed secondary listing in Nigeria would add another dimension by potentially giving domestic investors direct access to its shares.