OPay Prices IPO of 16 Million ADSs at $19.00 Ahead of NYSE Debut

OPay Limited announced on 30 oktober 2026, the pricing of its initial public offering of 16 million American Depositary Shares at a public offering price of US$19.00 per ADS, with the ADSs expected to begin trading on the New York Stock Exchange the same day, according to the company’s pricing announcement.

OPay granted the underwriters a 30-day option to purchase up to an additional 2.4 million ADSs to cover over-allotments. The offering is expected to close on 2 november 2026, subject to the satisfaction of customary closing conditions. A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission on 29 oktober 2026, and the offering is being made only by means of a prospectus.

Each ADS represents ten ordinary shares of par value US$0.000004 each, and the ADSs in the base offering represent 160 million ordinary shares, according to Amendment No. 1 to the company’s Form F-1 registration statement, filed on 23 oktober 2026. That preliminary prospectus set an estimated price range of US$19.00 to US$21.00 per ADS; the company priced the offering at the low end of that range.

Citigroup Global Markets Inc., Deutsche Bank AG (DB ), Hong Kong Branch, and The Standard Bank of South Africa Limited are acting as joint book-running managers, with B. Riley Securities, Inc. and Needham & Company, LLC as co-managers, according to the announcement. The prospectus cover also listed CICC among the underwriters. Citibank, N.A. is the depositary for the ADSs.

SEC filing records show the company filed its initial Form F-1 on 9 oktober 2026, following confidential draft registration statement submissions beginning 12 februari 2026. OPay filed its Form 8-A12B exchange registration on 26 oktober 2026, and an exchange certification approving the securities for listing was dated 27 oktober 2026, two days before the SEC’s notice of effectiveness. The prospectus states the closing of the offering is conditioned upon final approval from the NYSE of the company’s listing application.

Investor Indications and Concurrent Private Placement

Nine investors indicated non-binding interests to purchase up to an aggregate of US$270 million of ADSs at the initial public offering price, the prospectus states: the Redwheel Group up to US$50 million; the Coronation Africa Frontiers Fund up to US$50 million; Sundt AS up to US$30 million; Ludvig Lorentzen AS up to US$20 million; SCC Foresight Ventures Ltd. and its affiliate up to US$30 million; Ninety One Asia Pte. Limited up to US$30 million; 3W Fund Management Limited up to US$30 million; SBVA, formerly known as SoftBank Ventures Asia, up to US$20 million; and NGS Super Pty Limited up to US$10 million. The prospectus states these indications do not constitute binding agreements or commitments, and the investors may purchase more, fewer or no ADSs in the offering.

Concurrently with, and subject to, the completion of the offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings Limited agreed to purchase ordinary shares in a private placement made under Regulation S of the U.S. Securities Act of 1933. The aggregate subscription price will be the lowest of US$200 million, the U.S. dollar equivalent of 0.98% of Standard Bank Group Limited’s qualifying regulatory capital excluding unappropriated profit, and the price of a 4.99% stake in the post-offering ordinary shares at the per-share offering price. Stanbic agreed not to sell, transfer or dispose of the placement shares for 12 months after the date of the prospectus, subject to certain exceptions.

The placement follows a memorandum of understanding that OPay Digital Services Pte. Ltd., a wholly owned subsidiary, entered into with Stanbic Africa Holdings on 14 augustus 2026, to explore collaboration in digital banking, the distribution of selected Standard Bank Group products and services, merchant acquiring, payments, lending and remittances. The prospectus states the memorandum does not obligate either party to implement any particular initiative.

Based on the US$20.00 midpoint of the estimated price range, the company estimated in the prospectus that net proceeds would be approximately US$291.0 million from the offering, or approximately US$335.7 million if the underwriters exercise their over-allotment option in full, plus approximately US$183.6 million from the concurrent private placement, in each case after deducting underwriting discounts and commissions and estimated offering expenses. The company intends to use the net proceeds for general corporate purposes, including growth initiatives such as investments in technology, distribution, new solutions and market expansion, and for potential acquisitions or strategic investments. OPay agreed to a 180-day lock-up, while its directors, executive officers, existing shareholders and the private placement investor agreed to 365-day lock-ups, subject to exceptions. A total of 2,107,120,886 ordinary shares were expected to be outstanding immediately after the offering and the private placement, calculated at the assumed US$20.00 per ADS price with no over-allotment exercise; 1,855,314,234 ordinary shares were outstanding as of the prospectus date.

Financial and Operating Profile

Total revenue was US$205.731 million in 2024 and US$536.251 million in 2025, and reached US$467.060 million in the six months ended 30 juni 2026, against US$197.477 million in the prior-year period, according to the registration statement. The company reported a net loss of US$50.827 million in 2024, net income of US$72.470 million in 2025, and net income of US$90.874 million for the first half of 2026 versus US$21.714 million a year earlier; operating income was US$131.237 million for the first half of 2026.

Nigeria generated US$417.610 million, or 89.5%, of first-half 2026 revenue; Indonesia contributed US$41.741 million, Egypt US$5.291 million and other markets US$2.418 million. The prospectus describes Nigeria as the company’s core market, with the Indonesia business focused on loan facilitation, Egypt providing merchant acquiring services, and Pakistan offering merchant acquiring and consumer wallet services.

Gross transaction value was US$339.1 billion in the first half of 2026, and the prospectus states GTV grew 143% compared with the first half of 2025. The platform processed 90.1 billion transactions representing US$558 billion in GTV for the twelve months ended 30 juni 2026. Monthly active users totaled 47.5 million as of 30 juni 2026, rising to 50.1 million monthly active users and 26.8 million daily active users as of 31 juli 2026. New self-operated loans originated in Nigeria totaled US$927.6 million in the first half of 2026, and the non-performing loan ratio was 4.3% as of 30 juni 2026. Citing a Frost & Sullivan report it commissioned and did not independently verify, the company states OPay was the No. 1 finance app in Africa and the Middle East by monthly active users in the six months ended 30 juni 2026, with a 9.9% market share.

OPay Limited is a Cayman Islands holding company headquartered in Singapore that has no substantive business operations of its own, and it qualifies as an emerging growth company and a foreign private issuer under U.S. securities laws. Its Indonesia business operates through contractual arrangements with the registered shareholders of PT Kredit Utama Fintech Indonesia, a locally incorporated and licensed entity the prospectus identifies as a variable interest entity.

Launched in Nigeria in 2018, the company describes itself as an integrated digital financial platform serving over 50 million users across Nigeria, Egypt, Pakistan and Indonesia with payments, transfers, savings, credit and merchant services. The company has obtained board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited following the NYSE primary listing, subject to market conditions and Nigerian legal and regulatory requirements, including the Investments and Securities Act 2025, the rules of the Securities and Exchange Commission of Nigeria and the NGX Rulebook.