Olufemi Adeyemi
OPay has secured board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited (NGX) following the completion of its planned primary listing on the New York Stock Exchange (NYSE), potentially opening another investment avenue for Nigerian investors as the fintech company advances its proposed US initial public offering (IPO).
The company disclosed the development in its Form F-1 registration statement filed with the United States Securities and Exchange Commission (SEC) on October 9, 2026, and seen by Nairametrics.
“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,” the company stated in the filing.
The disclosure confirms Nairametrics’ earlier exclusive report that OPay was planning to list its shares on the NGX, signalling the company's intention to maintain a presence in Nigeria's capital market after pursuing access to international investors through a US listing.
However, the proposed Nigerian listing remains subject to market conditions and applicable regulatory requirements. The company also warned that differences between the securities traded in Nigeria and those available in the United States could create challenges for investors seeking to move their holdings between the two markets.
OPay cautions on share transferability
In its registration statement, OPay explained that the proposed secondary listing would depend on compliance with relevant Nigerian laws and capital market regulations, including the Investments and Securities Act, 2025, the Securities and Exchange Commission's Rules and Regulations, 2013, as amended, and the NGX Rulebook.
A major consideration for prospective investors is whether shares traded on the NGX would be interchangeable with the American Depositary Shares (ADSs) expected to trade on the NYSE.
The company stated that such interchangeability would not be available unless appropriate arrangements were 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 the filing.
The warning highlights a potential complication for investors who may wish to buy OPay securities in Nigeria and later transfer their investments to the US market, or move their holdings in the opposite direction.
Without a mechanism connecting the two markets, investors could find that their holdings are restricted to the market where they were purchased, potentially limiting their flexibility in responding to changing market conditions.
What the proposed listing means for investors
American Depositary Shares are securities issued by a depositary bank that represent shares in a foreign company and trade on a US exchange. They provide American and international investors with a means of gaining exposure to foreign companies through the US securities market.
In OPay's proposed listing structure, the underlying shares traded on the NGX and the ADSs traded on the NYSE could operate as separate pools of securities if no effective cross-market transfer arrangements are established.
This could have implications for pricing, liquidity and the ability of investors to take advantage of valuation differences between the two markets.
For instance, strong demand from Nigerian investors could push OPay's NGX-traded shares to a valuation different from that of its NYSE-traded ADSs. If investors cannot readily convert or transfer securities between the markets, they may be unable to exploit the price difference through straightforward cross-market transactions.
Other factors, including exchange rates, market sentiment, the balance of buyers and sellers, and the availability of securities in each market, could also influence the prices.
The company further cautioned that completing the secondary listing would not automatically guarantee an active trading market in Nigeria, even if arrangements to facilitate transfers between the two markets were eventually established.
OPay said there was no assurance that the NGX listing would achieve the anticipated expansion of its investor base or the expected improvement in liquidity.
The disclosure underscores the distinction between obtaining regulatory approval to pursue a listing and achieving a liquid, actively traded market after the securities become available to investors.
OPay targets $4bn valuation in planned US IPO
The proposed NGX listing comes as OPay prepares for a planned US IPO targeting a valuation of approximately $4 billion.
The fintech company, one of Africa's unicorns, has appointed Citigroup, Deutsche Bank and JPMorgan Chase to manage the proposed offering.
An investment document seen by Nairametrics shows that OPay processed a gross transaction value (GTV) of $358 billion in 2025, more than double the $166.2 billion recorded in 2024.
The figures highlight the scale of activity on the company's platform as it expands its digital financial services and strengthens its position in Nigeria's fintech market.
OPay's monthly active users also increased by 57%, rising from 25.1 million in 2024 to 39.3 million in 2025.
Daily active users in the fourth quarter of 2025 grew by 50% to 22.7 million, translating into a daily active user-to-monthly active user ratio of 57.8% for the period.
The ratio indicates the proportion of monthly active users who engaged with the platform on a typical day, offering an additional measure of customer engagement alongside the company's overall user growth.
Lending business records significant expansion
Beyond payments and other digital financial services, OPay's lending business recorded substantial growth over the period.
New loans originated by the company increased by 285%, from $243.9 million in 2024 to $938.3 million in 2025.
The number of quarterly unique borrowers in Nigeria also rose by 119% to 4.6 million, pointing to a significant expansion in the company's lending activity.
The growth in transaction volumes, active users and lending operations provides important context for OPay's planned public-market debut, as prospective investors assess the company's operating scale and growth trajectory.
However, the proposed US IPO and secondary NGX listing will also place attention on the structure of the securities, the regulatory requirements governing each market, and the practical arrangements available to investors.
For Nigerian investors, the proposed NGX listing could provide a domestic route to participate in OPay's public-market ownership. Its eventual attractiveness, however, will depend not only on the company's performance and valuation but also on the trading arrangements, liquidity and investor protections associated with the listing.
