BNCCORP Stockholders Approve Merger with OppFi, Inc.

BNCCORP investors cleared the cash-and-stock sale to OppFi, leaving regulatory and other customary conditions before closing.

Rhea-AI Summary

BNCCORP (BNCC) stockholders have approved the previously announced sale of BNCC and its subsidiary BNC National Bank to OppFi (OPFI) in a cash-and-stock merger on September 17, 2026.

Under the agreement, BNCC stockholders are to receive $19.375 in cash plus 1.9 shares of OppFi Class A common stock for each BNCC share. Completion of the transaction remains subject to customary closing conditions, including required regulatory approvals. The combination is intended to pair OppFi’s tech-enabled online lending platform with BNC’s national bank charter and diversified community-banking infrastructure to create a more diversified and scalable financial-services platform.

Positive

• BNCC consideration: $19.375 in cash plus 1.9 OppFi Class A shares per BNCC share
• Stockholder approval obtained for BNCC sale to OppFi on September 17, 2026

Negative

• Merger closing still subject to regulatory approvals and customary conditions

Argus Sep 18 session 21 alerts

-6.75% close to close 1.6x rel. volume Open Argus

Details

News Market Reaction – OPFI

-2.4% Trough in 2 hr 33 min

$575.55M Market Cap

In the Sep 18 session, OPFI declined 6.75%, reflecting a notable negative market reaction. Argus tracked a trough of -2.4% from its starting point during tracking. Our momentum scanner triggered 21 alerts that day, indicating elevated trading interest and price volatility. Trading volume was above average at 1.6x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The April 29 acquisition announcement was followed by a 2% gain; that earlier reaction accompanied t...

Analysis

The April 29 acquisition announcement was followed by a 2% gain; that earlier reaction accompanied the same cash-and-stock terms now advanced by BNCC stockholder approval, while closing remains subject to regulatory approvals.

Key Figures

Cash consideration: $19.375 per share Stock consideration: 1.9 OppFi Class A shares Stockholder approval date: September 17, 2026

Cash consideration

$19.375 per share

BNCC stockholder merger consideration

Stock consideration

1.9 OppFi Class A shares

Per BNCC share under the merger agreement

Stockholder approval date

September 17, 2026

Transaction approval date

Previous Acquisition Reports

1 past event · Latest: Apr 29

Same Type 1 event

1. Apr 29

   BNCCORP acquisition

   24h Move

   +2.0%

   OppFi agreed to acquire BNCCORP in a cash-and-stock transaction

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

class a common stock, national bank charter, sba lending

3 terms

class a common stock financial

"1.9 shares of OppFi Class A common stock for each BNCC share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

national bank charter regulatory

"combining OppFi's sophisticated online lending platform with BNC's national bank charter"

A national bank charter is a federal license that allows a bank to operate under national rules, take deposits, make loans, and participate in payment systems across the country. Think of it as a nationwide driver’s license for a bank: it sets the standards the bank must follow and places it under federal supervision, which matters to investors because it affects safety, growth opportunities, and regulatory costs that influence the bank’s value.

sba lending financial

"with a particular strength in business financing and SBA lending"

SBA lending consists of loans that are partially guaranteed by the U.S. Small Business Administration, making it easier for small businesses to get financing from banks and other lenders. Think of the government guarantee as a safety net that encourages lenders to make loans they might otherwise avoid; investors watch SBA lending because it supports small-business growth, reduces default risk for lenders, and can affect the loan portfolios and earnings of banks and funds that participate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BISMARCK, N.D., Sept. 17, 2026 /PRNewswire/ -- BNCCORP, INC. (OTCQX Markets: BNCC) ("BNCC") and its wholly owned subsidiary, BNC National Bank ("BNC") announced today that its stockholders have approved the previously announced sale to OppFi ("OppFi"), a tech-enabled digital finance platform, in a cash and stock transaction. Under the terms of the agreement, BNCC stockholders will receive $19.375 per share in cash and 1.9 shares of OppFi Class A common stock for each BNCC share.

BNCC stockholders approved the transaction on September 17, 2026. Completion remains subject to the satisfaction of customary closing conditions, including regulatory approvals.

The transaction brings together two complementary, market-leading businesses, combining OppFi's sophisticated online lending platform with BNC's national bank charter and diversified banking infrastructure to create stronger, more diversified, more scalable financial services.

"This stockholder vote is a significant development in the process of completing this transformative agreement with OppFi." said BNCC Chairman, Michael Vekich. Mr. Vekich continued, "The BNCC Board of Directors in alignment with the management team is committed to a strategy which protects and enhances BNCC as an organization for the betterment of stockholders, employees, customers and the communities we serve."

The final vote total will be reported by BNCC in its quarterly report for the fiscal quarter ended September 30, 2026, which will be posted to the BNCC website.

About BNC

BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona and operating as a subsidiary of BNCCORP, Inc., providing a broad range of financial services to individuals and small-to-medium-sized businesses across markets such as North Dakota and Arizona. Founded in 1987, the bank emphasizes relationship-driven banking, offering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business financing and SBA lending. Its model is centered on customer service, positioning the bank as a stable, regionally focused institution that supports economic activity in its communities while complementing traditional banking with modern online and mobile capabilities.

About OppFi

OppFi (NYSE: OPFI) is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, the Company assists consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0-star rating on Trustpilot based on over 5,400 reviews, positioning the Company among the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC ("Bitty"), a credit access company that provides revenue-based financing and other working capital solutions to small businesses. For additional information, please visit oppfi.com.

Contact:

Bob McNaney (On Behalf of BNCC)
651 249 7718, bob@themcnaneygroup.com

Forward-Looking Statements This news release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance, and business of BNCCORP. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management are generally identifiable by the use of words such as "expect", "believe", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should", or other expressions. We caution readers that these forward-looking statements, including, without limitation, our future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to several important factors. These factors include, but are not limited to: risks of loans and investments, including dependence on local and regional economic conditions; competition for our customers from other providers of financial services; possible adverse effects of changes in interest rates, including the effects of such changes on derivative contracts and associated accounting consequences; risks associated with our acquisition and growth strategies; and other risks which are difficult to predict and many of which are beyond our control.

These forward-looking statements include, without limitation, statements regarding OppFi's proposed acquisition of, including the anticipated timing, structure, benefits, and strategic rationale of such transactions; OppFi's expectations with respect to the geographic expansion and product diversification that may come from the acquisition; OppFi's expectations with respect to its full year 2026 guidance, the future performance of OppFi's platform and underwriting models, and expectations for OppFi's growth and future financial performance. These forward-looking statements are based on BNCC's current expectations and assumptions about future events, including expectations of OppFi management that have been shared with BNCC management, and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside BNCC's control and are difficult to predict. Factors that may cause such differences include, but are not limited to, risks related to the proposed acquisition of BNCC by OppFi, including the risk that the transaction may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required regulatory approvals: the impact of the transactions on OppFi's governance structure; integration or execution challenges, adverse reactions from customers or stockholders, the impact of general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets on OppFi's business; changes in the market price of OppFi's Class A Common Stock; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; risks related to potential litigation in relation to the proposed sale to OppFi or the operation of the BNCC business generally; and other risks and uncertainties indicated from time to time in BNCC's disclosures with the OTCQX. BNCC cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. BNCC does not undertake or accept any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

FOR FURTHER INFORMATION:
WEBSITE: www.bnccorp.com

 

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SOURCE BNCCORP

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will BNCCORP stockholders receive for each BNCC share in the OppFi transaction?

For each BNCC share, BNCCORP stockholders are to receive $19.375 in cash and 1.9 shares of OppFi Class A common stock, as set out in the merger agreement.

Has the BNCC sale to OppFi already closed after the stockholder vote?

No. The transaction has BNCC stockholder approval but its completion still depends on the satisfaction of customary closing conditions, including regulatory approvals.

When and how will the final BNCC stockholder vote totals be reported?

The final vote total is expected to be reported by BNCC in its quarterly report for the fiscal quarter ended September 30, 2026, which will be posted on the BNCC website.

What type of institution is BNC National Bank?

BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona, and a subsidiary of BNCCORP. It serves individuals and small-to-medium-sized businesses, offering products such as checking and savings accounts, commercial and consumer loans, wealth management, and digital banking, with particular strength in business financing and SBA lending.

What is OppFi’s business focus?

OppFi is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans, focusing on consumers underserved by traditional financing. The company highlights financial inclusion and customer experience, and its OppLoans product carries a 4.4/5.0 Trustpilot rating based on over 5,400 reviews. OppFi also holds a 35% equity interest in Bitty Holdings, a credit access company serving small businesses.