OPay wins board, shareholder nod for Nigerian Exchange listing after $4bn US IPO plan

OPay Limited, the Nigerian-focused fintech preparing for a proposed $4 billion initial public offering (IPO) in the United States, has secured board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited (NGX), potentially opening its ownership to more domestic investors.

The approval, disclosed in the company’s registration statement filed with the United States Securities and Exchange Commission (SEC) on October 9, 2026, provides a formal pathway for the fintech to access Nigeria’s capital market after its planned primary listing on the New York Stock Exchange (NYSE).

The company said the proposed Nigerian listing would depend on market conditions, regulatory approvals and compliance with applicable Nigerian securities laws and NGX requirements.

“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.

However, the approval does not mean the Nigerian listing has been completed or that trading will begin immediately. OPay’s proposed US offering also remains subject to regulatory and exchange approvals, with the preliminary prospectus yet to specify the offer price, number of securities to be sold and expected proceeds.

The development marks a significant step towards giving Nigerian investors an opportunity to participate directly in the growth of a fintech whose operations are heavily concentrated in the country, even as it seeks access to international capital through the US market.

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Nigeria seeks a share of fintech growth

OPay’s proposed NGX listing comes amid growing interest in bringing major Nigerian-focused technology companies to the domestic stock market, particularly as some prepare to raise capital internationally.

In August, the Nigerian Exchange’s chief executive, Temi Popoola, urged the government to encourage major businesses generating substantial revenues in Nigeria to list locally, citing fintech companies including OPay and PalmPay.

The argument is that domestic investors should have an opportunity to participate in the financial value created by companies serving millions of Nigerians, rather than being excluded when those businesses seek public-market funding abroad.

For OPay, the proposed secondary listing could create an additional avenue for Nigerian investors to acquire exposure to its business through the local exchange, subject to the structure of the offering and the securities made available.

It could also expand the range of technology-related investment opportunities on the NGX, where access to rapidly growing private fintech companies has traditionally been limited.

However, the scale of that opportunity will depend on the number of shares available to domestic investors, the eventual pricing, the listing timetable and the level of trading activity after admission.

OPay has not disclosed the proposed size of the Nigerian offering or the percentage of its shares it intends to make available on the NGX.

The company’s filing also cautions that even if the secondary listing proceeds, there is no guarantee that it will generate an active trading market or achieve the anticipated expansion of its investor base and improvement in liquidity.

$4bn valuation puts OPay’s growth under scrutiny

The planned Nigerian listing follows OPay’s proposed US IPO, which has been reported to target a valuation of approximately $4 billion.

The fintech has appointed Citigroup, Deutsche Bank and JPMorgan Chase to manage the US offering, according to information surrounding its registration statement.

Its proposed NYSE listing under the ticker symbol OPAY would mark a major step in its evolution from a digital payments business into a broader financial services provider.

OPay’s financial performance provides part of the rationale for the proposed listing.

The company generated $467.06 million in revenue in the first half of 2026, representing a 136.5 percent increase from $198 million in the corresponding period of 2025.

Net profit rose to $90.87 million from $21.71 million a year earlier, while Nigeria accounted for 89.5 percent of its revenue during the first six months of 2026.

For the full year 2025, OPay reported revenue of $536.25 million and net profit of $72.47 million, reversing a $50.83 million loss recorded in 2024.

The company also processed $358 billion in gross transaction value in 2025, more than double the $166.2 billion recorded in 2024, according to figures disclosed in its investment documents.

Monthly active users increased from 25.1 million in 2024 to 39.3 million in 2025, while fourth-quarter daily active users rose 50 percent to 22.7 million.

These figures highlight the scale of OPay’s transaction network and its growing financial services business. However, the proposed $4 billion valuation will ultimately be tested against investor demand, the final IPO price, profitability, business risks and expectations for future growth.

The proposed NGX listing could provide another avenue for investors to assess the company’s value, although the relationship between the Nigerian and US markets will depend on how the securities are structured.

Different markets could mean different share prices

One of the most important disclosures in OPay’s filing concerns the relationship between its proposed Nigerian-listed shares and the American depositary shares (ADSs) it intends to list in New York.

OPay warned that securities traded on the NGX may not initially be interchangeable with its NYSE-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.

ADSs are securities issued by a depositary bank that represent shares in a foreign company and trade on a US exchange.

If OPay proceeds with its planned secondary listing without establishing a mechanism for converting or transferring securities between the markets, its Nigerian shares and US-traded ADSs could operate as separate pools of securities.

That could lead to differences in their prices, depending on demand, supply, exchange rates and trading conditions in each market.

For instance, stronger demand among Nigerian investors could push the NGX-listed securities to a different price from the corresponding US-traded ADSs. If investors cannot readily transfer holdings between the markets, they may be unable to exploit those differences through conventional cross-market trading.

The distinction matters because a secondary listing does not automatically create a single, integrated market for a company’s securities.

Investors will therefore need to understand the rights attached to the Nigerian-listed securities, the arrangements governing transfers and the costs associated with buying and selling them.

Even where cross-market transfer arrangements are eventually established, OPay has warned that an active trading market is not guaranteed.

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What investors should watch

Beyond the listing approval, the terms of OPay’s proposed public offering will determine how much the transaction benefits the company and prospective shareholders.

The registration statement leaves key pricing and offering details unresolved. Investors will need to assess the final offer price, the number of securities offered, the proportion of ownership available to public investors and the company’s plans for using the proceeds.

OPay has indicated that proceeds from the proposed US offering would support general corporate purposes, including investments in technology, distribution, new solutions, market expansion, potential acquisitions and strategic investments.

The company has also disclosed plans for a concurrent private placement involving Stanbic Africa Holdings, a subsidiary of Standard Bank Group, subject to completion of the offering and relevant regulatory approvals.

The proposed investment is capped at $200 million and would not exceed 4.99 percent of OPay’s post-offering shares under the terms described in the filing.

The participation of a major African banking group could add a strategic dimension to the transaction, although the final investment amount and ownership stake will depend on the offering terms and applicable limits.

For the Nigerian market, the key question is whether OPay can translate its domestic operating scale into sustained investor participation on the NGX.

The company’s proposed listing could broaden local access to its growth, but investors will still need sufficient disclosure, clear trading arrangements and a liquid market to buy and sell their holdings efficiently.

The listing also comes as OPay expands its lending and savings operations, making its financial performance, investment practices and ability to meet customer obligations relevant considerations for investors assessing the business.

Ultimately, board and shareholder approval establishes OPay’s intention to pursue a Nigerian listing, not a guarantee of its timing or success.

The next milestones will be the completion of the proposed NYSE offering, the necessary Nigerian regulatory approvals and the disclosure of the structure and terms of the secondary listing.

For Nigeria’s capital market, OPay’s move could become an important test of whether a major fintech can combine international fundraising with meaningful participation by domestic investors.