At 5.06pm on Tuesday October 27, 2026, Adedotun Daniel Adekunle, chief technology officer of OPay Limited, signed a four-page legal document appointing Gao Wei as his attorney-in-fact.

The power of attorney authorised Gao to obtain credentials for the Securities and Exchange Commission’s electronic filing system, to sign and submit Forms 3, 4 and 5 on Adekunle’s behalf, to file the share-sale notices known as Form 144, and to act as administrator of his filing account. It was the standard paperwork required of anyone about to become an insider of a US-listed company.

Two days later, on October 29, a Form 3 was filed in Adekunle’s name. The form — the “Initial Statement of Beneficial Ownership of Securities” — is the document that establishes what a director or senior officer owns on the day they become an insider, so that every subsequent trade can be measured against it.

Under “Table I — Non-Derivative Securities Beneficially Owned,” the form is blank. Under “Table II — Derivative Securities Beneficially Owned,” it is also blank. The remarks section reads: “No securities are beneficially owned.”

The same day, OPay signed its underwriting agreement with Citigroup, Deutsche Bank, Standard Bank and CICC. The following day, October 30, the company announced it had terminated that agreement, abandoning its New York initial public offering after a regulatory inquiry in a jurisdiction it did not identify.

In 72 hours, the man responsible for the technology underpinning a company valued at roughly $4bn had gone from preparing to be a public company insider to holding nothing publicly disclosed in the company at all.

What a Form 3 does

The form is not voluntary. Under Section 16(a) of the Securities Exchange Act of 1934, directors and designated officers of a company whose securities are registered on a US exchange must file one within 10 days of becoming an insider. It is a compliance document, not a disclosure document; it exists so that regulators, investors and short sellers can track whether executives are buying or selling.

OPay triggered the obligation by filing a Form 8-A to register its ordinary shares and American depositary shares under Section 12(b) of the Exchange Act, in connection with its application to list on the New York Stock Exchange under the ticker OPAY. The underwriting agreement recites that the form had been filed.

Eight Form 3s were lodged on October 29, covering the seven directors and the three executive officers disclosed in the prospectus. They confirm, with the precision of a federal filing, the ownership structure OPay had described in its registration statement — and, in five cases, record nothing at all.

Zhou’s holding is split between 257,909,521 ordinary shares held through AFintronic Limited, a British Virgin Islands company he wholly owns, and 137,359,180 preferred shares held through Bright Holding Limited, convertible one-for-one into ordinary shares on completion of the listing. Wen and Boilesen hold through their own BVI companies, both of which sit beneath Opay Technology Limited — an entity that also holds 75,391,000 shares for Keystone Unity Limited, whose voting and dispositive power rests with Fang Han, described in the prospectus as a minority shareholder.

The CTO in question

Adekunle, 48, is the only executive officer disclosed in the prospectus who is neither a co-chief executive nor the finance chief, and the only one based in Nigeria.

He is a career payments technologist. He spent 2016 to 2018 as deputy chief technology officer at Venture Garden Group, a Lagos-based technology holding company. He joined OPay Nigeria in July 2019, rising to chief technology officer, vice president of branchless banking and director of integrations and engineering. In October 2022 he moved to Flutterwave, the Nigerian payments company, as senior vice president of offline payments, before returning to OPay as group chief technology officer.

His Form 3 records no OPay securities. That is the extent of what the filing establishes.

It does not disclose his salary, bonus or any contractual entitlement to future equity awards. It does not establish that he holds no interests through vehicles outside the scope of Section 16 reporting. It covers OPay securities only; he may hold shares in other companies. The prospectus states that OPay paid an aggregate of $2.6m in cash to its directors and executive officers in 2025, but does not break that figure down by individual.

Nor does the filing preclude future grants. OPay’s 2026 Equity Incentive Plan, approved by the board in April 2026, reserves 168,664,930 ordinary shares — 9.1% of the company on an as-converted basis — for awards to employees, consultants and directors. Those shares were issued to Bloom Haven Limited, a BVI trustee, and are held pending grants. As of the prospectus date and as of June 30, 2026, according to a note to the interim financial statements, no awards had been granted to anyone.

The 2026 plan would have allowed OPay to begin granting restricted share units immediately after listing, and to file a registration statement on Form S-8 to cover them; the underwriting agreement expressly carved both out of the company’s 180-day lock-up. That mechanism is now dormant.

The pattern behind the zeros

Adekunle’s zero is not an isolated data point. It is the fifth independent confirmation of a single feature of OPay’s structure.

The financial statements. OPay’s consolidated statements of comprehensive (loss) income for 2024, 2025 and the first half of 2026 contain no share-based compensation expense in any period. The weighted average number of ordinary shares used in the diluted earnings per share calculation — 498,722,353 — is identical across all three periods.

The 2020 plan. OPay’s filings do not mention any earlier employee share scheme. The only public record of one is a judgment of the National Industrial Court of Nigeria in Oloso Kaokab Komisola v. OPay Limited, delivered on July 7, 2026. Komisola, a former in-house lawyer, received 100,000 options under the OPay Limited 2020 Global Share Option Plan at an exercise price of $0.416 per unit, half vesting after 24 months. He sued for $1,479,200; Justice Elizabeth A. Oji dismissed the claim, holding that an option is not a share and that he had not completed the formal steps required to exercise it.

The lock-up schedule. Schedule IV of the underwriting agreement lists the parties required to sign lock-up letters: all directors and executive officers, the concurrent private placement investor, and all shareholders. Employees are not a category.

The 2026 plan. Fully funded, entirely unallocated.

The Form 3s. Five of eight insiders with nothing to declare, including the executive who runs the engineering organisation — 341 of OPay’s 992 employees work in technology and product development, according to the prospectus.

Taken together, the picture is of a company that reached the eve of a New York listing without a broad-based employee equity programme, and whose most senior technologist held no disclosed stake in the business he helped build.

Why it matters, and why it might not

The comparison that will be drawn is with OPay’s US-listed peers. Reddit, which listed in March 2024, had a long history of employee options; twelve employees who exercised between 2021 and 2023 collectively retained $2.6m in proceeds at listing. CAVA Group, PACS Group and Verisure all granted equity to employees in connection with their offerings. Equity compensation is a standard component of the technology compensation model in the United States, and the SEC routinely asks issuers about equity award practices in the run-up to an IPO.

OPay’s approach differs. Its filings describe fixed salaries and cash bonuses for executives; its employee benefits note describes only government-mandated defined contribution schemes, with contributions of $5.3m in 2025. For a company operating at its scale in Nigeria — where equity compensation is less common than in Silicon Valley or London, and where cash pay is the primary retention tool — that model may have been sufficient to build a business with 50.1m monthly active users.

But the model has consequences that the listing would have brought into focus. Once public, OPay would have been competing for engineers, data scientists and risk specialists against global technology firms and other African fintechs offering equity. A funded but ungranted share plan is a mechanism, not a programme. Whether it would have been used, at what pace, and whether 9.1% of the company would have been enough, were questions the company would have faced in its first year as a public company.

Those questions are now deferred.

The termination

OPay’s statement on October 30 said the regulatory inquiry related to “a jurisdiction that is immaterial to its core business operations,” that the matter should be resolved “in the near future,” and that the decision “should not be interpreted as a reflection of its business performance, financial condition, operational integrity or regulatory standing.” The company did not identify the jurisdiction.

Its filings disclose several pending regulatory processes across its markets. OPay said it was “in the process of obtaining an independent license from the Central Bank of Egypt” for operations currently conducted through partner bank arrangements. It disclosed that Indonesia has no regulatory regime expressly recognising the contractual arrangements through which it controls its lending business there. It disclosed two material weaknesses in internal control over financial reporting, relating to accounting personnel and US GAAP reporting policies, which remained unremediated.

Nigeria accounted for 89.5% of revenue in the first half of 2026, when OPay reported net income of $90.9m on revenue of $467.1m.

What happens to the filings

The eight Form 3s remain on the public record. Their ongoing status depends on whether OPay withdraws the Form 8-A registration; the company has not said.

If it refiles in the near term, the filings may stand or be superseded if holdings change. The powers of attorney — dated October 27, executed across eight signatories, all appointing the same attorney-in-fact — remain valid until the insider is no longer required to file.

If the listing is abandoned, they become orphan filings: statements of ownership in a company that registered to be public, tickered, and then stopped.

What they will continue to show, whoever reads them, is a snapshot taken over three days in late October — of three men who own nearly all of OPay’s insider equity, five senior figures who own none, and a share plan holding 168.7m shares on behalf of employees who have not received one.

This article is based on eight Form 3 filings dated October 29, 2026, and the accompanying powers of attorney dated October 27, 2026, lodged with the US Securities and Exchange Commission; OPay Limited’s amended registration statement filed October 23, 2026 and original registration statement filed October 9, 2026, including the audited consolidated financial statements for 2024 and 2025 and the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026; the underwriting agreement filed as Exhibit 1.1; and OPay’s statement of October 30, 2026 announcing termination of the underwriting agreement.