OppFi (NYSE: OPFI) to buy BNCCORP, add BNC Bank and end Up-C
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
OppFi Inc. signed a definitive agreement to acquire BNCCORP, Inc. and BNC National Bank in a cash-and-stock deal valued at approximately $130 million, with BNCC stockholders receiving $19.375 in cash plus 1.90 OppFi Class A shares per BNCC share.
After closing, OppFi stockholders are expected to own about 93% of the combined company and BNCC stockholders about 7%, with completion targeted for the fourth quarter of 2026, subject to bank regulatory and BNCC stockholder approvals. OppFi expects at least 25% Adjusted EPS accretion in 2027 and more than 40% in 2028.
OppFi also collapsed its Up‑C structure so that all stockholders now hold Class A common stock and OpCo is wholly owned. It agreed to early terminate its Tax Receivables Agreement via discounted payments totaling about $40.8 million, tied to tax amortizable goodwill of roughly $466 million and an estimated $111 million in future cash tax savings. OppFi additionally issued 734,851 unregistered Class A shares in the OpCo Merger.
Positive
- Strategic bank acquisition with EPS accretion: OppFi’s roughly $130 million cash-and-stock purchase of BNCCORP is projected to be more than 25% accretive to Adjusted EPS in 2027 and over 40% in 2028, supported by identified synergies of at least $60 million, $90 million and $115 million in the first three post-closing years.
- Access to low-cost deposits and product expansion: BNC National Bank adds about $1.1 billion in assets and roughly $1.0 billion in deposits with funding costs under 2%, enabling broader geographic reach and diversification into additional consumer, small business and wealth products under a national bank charter.
- Tax-efficient corporate simplification: Collapsing the Up‑C structure and terminating the Tax Receivables Agreement via approximately $40.8 million in early termination payments allows OppFi to recognize about $466 million of tax amortizable goodwill and an estimated $111 million in future cash tax savings while unifying all investors into a single Class A share class.
Negative
- Regulatory and execution risk around bank deal: Closing depends on approvals from the OCC, Federal Reserve and FDIC, BNCC stockholder consent and capital conditions, and includes potential termination fees for both sides, introducing timing and completion risk around the fourth-quarter 2026 target.
- Cash outlay and concentration from TRA termination: Early termination of the Tax Receivables Agreement requires discounted cash payments totaling about $40.8 million in 2026, creating a near-term cash obligation in exchange for projected long-term tax benefits.
- Integration and restructuring complexity: Combining a digital lending platform with a community bank, transitioning OppFi into a bank holding company, and collapsing the Up‑C structure introduce operational and governance complexity, and the benefits depend on successful integration and realization of projected synergies.
Insights
OppFi pursues bank acquisition and tax-driven simplification with projected EPS accretion.
OppFi plans to buy BNCCORP for about $130 million, paid in cash and stock, leaving OppFi holders with roughly 93% of the combined company. The target, BNC National Bank, brings about $1.1 billion in assets and a low-cost deposit base.
The company forecasts significant cost and revenue synergies, citing at least $60 million, $90 million and $115 million in the first three years post-closing and Adjusted EPS accretion above 25% in 2027 and 40% in 2028. These are management projections and depend on successful integration and regulatory approvals.
Separately, OppFi collapsed its Up‑C structure, paying about $40.8 million to terminate its Tax Receivables Agreement. In return, it records approximately $466 million of tax amortizable goodwill and expects around $111 million of future cash tax savings, which, if realized, should enhance long-term after-tax earnings.
8-K Event Classification
5 items: 1.01, 1.02, 3.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Acquisition value: $130 million
BNCC per-share consideration: $19.375 cash + 1.90 OPFI shares
Post-deal ownership split: 93% OppFi / 7% BNCC holders
+5 more
8 metrics
Acquisition value
$130 million
Cash-and-stock consideration for 100% of BNCCORP common stock
BNCC per-share consideration
$19.375 cash + 1.90 OPFI shares
Cash amount and stock exchange ratio per BNCC share
Post-deal ownership split
93% OppFi / 7% BNCC holders
Expected combined company equity ownership at closing
TRA early termination payments
$40.8 million
Discounted cash payments to terminate Tax Receivables Agreement in 2026
Tax amortizable goodwill
$466 million
Recorded from reorganization, basis for projected tax amortization
Expected future cash tax savings
$111 million
Projected savings from tax amortizable goodwill, subject to tax changes
Unregistered shares issued
734,851 shares
Class A common stock issued in OpCo Merger to Bitty-related holder
BNC deposits cost
<2%
Reported cost of BNC’s stable, low-cost deposit base
Key Terms
Agreement and Plan of Merger, Tax Receivables Agreement, Up-C structure, common equity tier 1 capital ratio, +2 more
6 terms
Agreement and Plan of Merger regulatory
"OppFi entered into an Agreement and Plan of Merger with BNCC and Birch Merger Sub, LLC"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Tax Receivables Agreement financial
"The amendment to the TRA provides for an aggregate early termination payment of $40.8 million"
Up-C structure financial
"OppFi has simplified its corporate structure by collapsing its Up-C structure into a traditional C-Corp model"
An up‑C structure is a two‑layer company setup often used in public listings where the operating business is owned by a partnership and public investors buy shares of a separate corporation that holds partnership interests. Think of it like buying stock in a holding company while the original owners keep a special stake in the business that preserves tax benefits. It matters because it can create tax advantages for sellers but adds tax complexity for investors, different cash‑flow claims and potential future dilution.
common equity tier 1 capital ratio regulatory
"BNC and BNCC being “well capitalized” and having a common equity tier 1 capital ratio of no less than 12%"
A bank’s common equity tier 1 (CET1) capital ratio measures the size of its strongest loss-absorbing capital—mainly common shares and retained earnings—relative to the bank’s assets after adjusting those assets for how risky they are (riskier loans count more). Think of it as the safety cushion compared with the weight of risky business; investors use it to judge a bank’s ability to survive losses, meet rules, and sustain dividends or growth.
Adjusted EPS accretion financial
"Expect substantial stockholder value creation with adjusted EPS accretion of 25%+ in 2027 and 40%+ in 2028"
bank holding company regulatory
"Following the closing, OppFi Inc. will become a bank holding company and plans to contribute substantially all of its assets"
A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): April 28, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (312 ) 212-8079
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On April 28, 2026, OppFi Inc., a Delaware corporation (“OppFi”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BNCCORP, Inc., a Delaware corporation (“BNCC”), and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Merger Sub”). Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi (the “Merger”). Immediately following the Merger, an interim bank and wholly owned subsidiary of OppFi to be formed following the date hereof will merge with and into BNC National Bank, a wholly owned subsidiary of BNCC (“BNC”), with BNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi (the “Bank Merger” and together with the Merger, the “Transaction”). Following the closing of the Transaction, OppFi intends to contribute substantially all of its assets, liabilities and operations into BNC. The Merger Agreement was unanimously approved by the boards of directors of each of OppFi and BNCC.
At the effective time of the Merger (the “Effective Time”), each outstanding share of BNCC common stock (other than certain excluded shares) will be converted into the right to receive (i) $19.375 in cash and (ii) a number of shares of Class A common stock of OppFi, par value $0.0001 (“Class A Common Stock”), equal to an exchange ratio of 1.90 shares of Class A Common Stock for each BNCC share (collectively, the “Merger Consideration”). Based on the closing price of Class A Common Stock on April 28, 2026, the Transaction is valued at approximately $130.7 million. Following the closing of the Transaction, existing OppFi stockholders are expected to own approximately 93% of the combined company and former BNCC stockholders are expected to own approximately 7% of the combined company.
The consummation of the Transaction is subject to customary closing conditions, including (among other things) (i) approval by BNCC stockholders, (ii) receipt of required regulatory approvals from the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System (or a Federal Reserve Bank acting under the appropriately delegated authority) without the imposition of a Burdensome Condition (as defined below), (iii) BNCC’s satisfaction of certain regulatory capital requirements, including BNC and BNCC being “well capitalized” pursuant to applicable law, having a common equity tier 1 capital ratio of no less than 12% and having a minimum tangible common equity not less than $111,952,000; (iv) each of OppFi and BNCC receiving a written opinion from its legal counsel that the Transaction will constitute a tax free “reorganization” under Section 368(a) of the Internal Revenue Code and (v) effectiveness of a registration statement on Form S-4 relating to the issuance of the Class A Common Stock. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, subject to customary bring-down materiality standards; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement. The closing is expected to occur in the fourth quarter of 2026 subject to the satisfaction or waiver of these conditions.
The Merger Agreement contains customary covenants, including generally (among other things) (i) BNCC’s obligation to conduct its business in the ordinary course pending closing, (ii) BNCC’s obligation to call a meeting of its stockholders for purposes of obtaining approval of the Merger Agreement and the transactions contemplated thereby and to recommend that its stockholders approve the same, (iii) restrictions on BNCC’s solicitation of alternative acquisition proposals (subject to customary carve-outs for fiduciary obligations), and (iv) cooperation by both parties to obtain regulatory approvals and to prepare a proxy statement for BNCC and the required filings with the U.S. Securities and Exchange Commission (the “SEC”), the registration statement on Form S-4 in respect of the Class A Common Stock to be issued as Merger Consideration.
Each of the parties has agreed to use its reasonable best efforts to obtain (and to cooperate with the other party to obtain) any permit or regulatory approval by any governmental authority and any other third party that is required to be obtained in connection with, or to effect, the Transaction. Notwithstanding such general obligation to obtain such approval of any governmental authority, OppFi and its subsidiaries are not required, and BNCC and its subsidiaries are not permitted (without OppFi’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any restriction, commitment or condition, involving itself or its subsidiaries or affiliates, which would reasonably be expected to be burdensome to the business, operations, financial condition or results of operations of OppFi and its subsidiaries and affiliates, taken as a whole after giving effect to the Transaction (any such action, commitment, undertaking or restriction, a “Burdensome Condition”).
The Merger Agreement also contains certain termination rights for both parties, including generally (among other things) (i) failure to close by the first anniversary of the Effective Time (subject to limited rights to extend in certain regulatory circumstances), (ii) failure to obtain BNCC stockholder approval, (iii) breach of representations, warranties or covenants, and (iv) acceptance by BNCC of a superior proposal (subject to certain conditions). BNCC will be required to pay a termination fee equal to approximately 3.5% of the transaction value if the Merger Agreement is validly terminated due to BNCC’s acceptance of a superior proposal or in connection with certain other actions by BNCC in relation to the BNCC board of director’s recommendation to its stockholders in favor of adopting the Merger Agreement. OppFi will be required to pay a termination fee equal to approximately 1.5% of the transaction value if the Merger Agreement is validly terminated by BNCC due to failure to obtain regulatory approvals and in certain other cases relating to regulatory matters.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement (other than, in the case of certain covenants, third party beneficiaries expressly identified therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between OppFi and BNCC instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger, unless otherwise specified therein, and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding OppFi or BNCC, their respective affiliates or their respective businesses.
The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding OppFi, BNCC, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 to be filed by OppFi under the Securities Act of 1933, as amended (the “Securities Act”), that will include a proxy statement of BNCC and a prospectus of OppFi, as well as in the Forms 10-K, Forms 10-Q and other filings that OppFi makes with the SEC.
Voting Agreements
In connection with the Merger Agreement, OppFi and BNCC entered into Voting and Restriction Agreements (the “Voting Agreements”) with certain stockholders of BNCC (each, a “Holder”). Pursuant to the Voting Agreements, each Holder agreed, among other things, to vote all shares of BNCC common stock beneficially owned by such Holder in favor of the approval of the Transaction and any other matters necessary to consummate the Transaction, and against any competing acquisition proposals or other such actions that could reasonably be expected to prevent or materially delay the consummation of the Transaction. Each Holder also granted an irrevocable proxy to BNCC to vote such shares in accordance with the Voting Agreement in the event the Holder fails to do so. The Holders control an aggregate of approximately 20% of the outstanding shares of BNCC common stock.
The Voting Agreements further provide that from the date of the Voting Agreement until the Termination Date (as defined below), subject to limited exceptions, each Holder will not transfer, pledge or otherwise dispose of any shares of BNCC common stock owned by such Holder prior to the consummation of the Merger. In addition, following the Effective Time, each Holder agreed to certain lock-up restrictions with respect to the shares of Class A Common Stock to be received in the Merger, pursuant to which the Holder (i) may not transfer any of such shares prior to the 180th day following the date on which the Effective Time occurs, (ii) may transfer up to 50% of such shares from and after the 180th day following the date on which the Effective Time occurs, (iii) may transfer up to 75% of such shares from and after the 270th day following the date on which the Effective Time occurs and (iv) may transfer up to 100% of such shares from and after the 365th day following the date on which the Effective Time occurs.
The Voting Agreements will terminate upon the earliest to occur of (i) the date the Merger Agreement is terminated in accordance with its terms, (ii) the date on which the Merger Agreement is amended in a manner that adversely affects the Holder without its consent and (iii) the one-year anniversary of the closing of the Merger (the earliest of clauses (i), (ii) and (iii), the “Termination Date”).
The Voting Agreements also contain customary covenants of the Holders, including an agreement not to solicit or support alternative acquisition proposals consistent with the Merger Agreement.
The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Corporate Simplification
Prior to its entry into the Merger Agreement, on April 28, 2026, OppFi entered into a Corporate Simplification Agreement (the “CSA”) with Opportunity Financial, LLC (“OpCo”), OppFi Management Holdings, LLC (“Management Holdings”), OppFi Shares, LLC (“OFS”), the TRA Party Representative (as defined therein), and certain existing equityholders of OpCo (the “Exchanging Parties”) providing for a series of transactions designed to simplify OppFi’s corporate structure (the “Corporate Simplification”).
Pursuant to the CSA, the Exchanging Parties exchanged all of their issued and outstanding units of OpCo (the “OpCo Units”) for shares of Class A Common Stock on a one for one basis and OFS surrendered the shares of Class V common stock of OppFi (“Class V Common Stock”) it held associated with such exchanged units, each in accordance with the Third Amended and Restated Limited Liability Company Agreement of OpCo, dated July 20, 2021, following which, OppFi owned approximately 94.7% of OpCo. Immediately following such exchanges, in accordance with the Agreement and Plan of Merger, dated April 28, 2026 (the “OpCo Merger Agreement”), by and among OppFi, OpCo, Management Holdings, OFS and Oak Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Oak Merger Sub”), Oak Merger Sub merged with and into OpCo, with OpCo surviving (the “OpCo Merger”). At the effective time of the OpCo Merger, each remaining OpCo Unit held by holders other than OppFi, constituting approximately 5.3% of the issued and outstanding OpCo Units, was canceled and converted into the right to receive one share of Class A Common Stock and all remaining shares of Class V Common Stock were surrendered to OppFi for no consideration. Immediately following the closing of the OpCo Merger, Management Holdings distributed the Class A Common Stock received in the OpCo Merger to its members in redemption of their interests in Management Holdings.
As a result of the Corporate Simplification, all OppFi stockholders now hold Class A Common Stock with identical economic and voting interests and OpCo is a direct, wholly owned subsidiary of OppFi.
In connection with the Corporate Simplification, the CSA provides for an amendment and termination of that certain Tax Receivables Agreement, dated July 20, 2021, by and among OppFi, OpCo and the other persons named therein (as amended, the “TRA”). The amendment to the TRA, among other things, provides for an aggregate early termination payment of $40.8 million, payable to the parties to the TRA (the “TRA Parties”) in accordance with the terms and upon the conditions of the TRA (the “Early Termination Payments”). Such Early Termination Payments will be made to the applicable TRA Parties in equal installments on May 8, 2026 and September 1, 2026, subject to acceleration with respect to any portions of the Early Termination Payments outstanding as of the closing of the Merger Agreement. Upon payment of the Early Termination Payments, the TRA will terminate in its entirety and all obligations of OppFi and OpCo thereunder will be extinguished. The CSA also provides for mutual releases among OppFi, OpCo and the TRA Parties with respect to the TRA, pursuant to which, among other things, the TRA Parties will release OppFi, OpCo and their affiliates from any further obligations under the TRA (other than the right to receive the Early Termination Payments) and OppFi and OpCo provide reciprocal releases to the TRA Parties.
The Company expects to recognize significant future tax benefits from the step-up in tax basis triggered by the Corporate Simplification, with no associated ongoing liability under the TRA beyond the Early Termination Payment.
The transactions contemplated by the CSA were approved by a special committee of independent directors of OppFi (the “Special Committee”) that was empowered to negotiate (or oversee the negotiation of) and to approve or reject such transactions. The Special Committee was advised by independent Delaware counsel and an independent financial advisor. The amendment to the TRA was approved by the requisite holders of rights under the TRA. The CSA contains customary representations, warranties and covenants of the parties thereto.
The foregoing descriptions of the CSA and OpCo Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the CSA, including the form of OpCo Merger Agreement filed as Exhibit A thereto, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information in Item 1.01 of this Current Report on Form 8-K regarding the termination of the TRA is incorporated in this Item 1.02 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the OpCo Merger, OppFi issued 734,851 shares of Class A Common Stock to a holder of OpCo Units that were originally issued to such holder in connection with OppFi’s acquisition of a 35% interest in Bitty Holdings, LLC. The issuance of the Class A Common Stock to such holder was exempt from the registration requirements of the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No underwriters were involved in such issuance of shares of Class A Common Stock.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, OppFi issued a press release announcing the Corporate Simplification and entry into the Merger Agreement and provided an investor presentation to accompany the press release. Copies of the press release and investor presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This information and the information contained in Exhibits 99.1 and 99.2 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
Forward Looking Statements
The information presented herein includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. OppFi’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “possible,” “continue,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements regarding OppFi’s proposed acquisition of BNCC, 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 and OppFi’s expectations with respect to simplifying its corporate structure. These forward-looking statements are based on OppFi’s current expectations and assumptions about future events 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 OppFi’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 and the related corporate restructuring transactions, including the risk that the transactions may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement, including the payment of any termination fee due thereunder; 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; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; whether OppFi will be successful in obtaining declaratory relief against the Commissioner of the Department of Financial Protection and Innovation for the State of California; whether OppFi will be subject to AB 539; whether OppFi’s bank partners will continue to lend in California and whether OppFi’s financing sources will continue to finance the purchase of participation rights in loans originated by OppFi’s bank partners in California; OppFi’s ability to scale and grow the Bitty business; the impact that events involving financial institutions or the financial services industry generally, such as actual concerns or events involving liquidity, defaults, or non-performance, may have on OppFi’s business; risks related to any material weakness in OppFi’s internal controls over financial reporting; the ability of OppFi to grow and manage growth profitably and retain its key employees; risks related to new products; risks related to evaluating and potentially consummating acquisitions; concentration risk; risks related to OppFi’s ability to comply with various covenants in its corporate and warehouse credit facilities; risks related to potential litigation; changes in applicable laws or regulations, including, but not limited to, impacts from the One Big Beautiful Bill Act; the possibility that OppFi may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in OppFi’s filings with the United States Securities and Exchange Commission, in particular, contained in the section captioned “Risk Factors.” OppFi 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. OppFi does not undertake or accept any obligation or undertaking to release publicly 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.
Important Additional Information will be Filed with the SEC
In connection with the proposed transaction, OppFi Inc. will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BNCCORP, Inc. and a prospectus of OppFi (the “proxy statement/prospectus”), and OppFi may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY OPPFI, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPPFI, BNCC AND THE PROPOSED TRANSACTION. A definitive copy of the proxy statement/prospectus will be mailed to stockholders of BNCC when that document is final. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about OppFi, free of charge from OppFi or from the SEC’s website when they are filed by OppFi. The documents filed by OppFi with the SEC may be obtained free of charge at OppFi’s website, at https://investors.oppfi.com/financials/sec-filings/default.aspx, or by requesting them by mail at 130 E. Randolph Street, Suite 3400, Chicago, IL 60601 or by email at corporate.secretary@oppfi.com.
Participants in a Solicitation
This communication is not a solicitation of a proxy from any security holder of BNCC or OppFi. However, OppFi, BNCC and certain of their respective directors and executive officers may be deemed to be participants in a solicitation of proxies from the stockholders of BNCC in respect of the proposed transaction. Information about OppFi’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed by OppFi with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities of OppFi or a solicitation of any vote or approval with respect to the proposed transaction by OppFi or BNCC, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit Number | Description | |||||||
| 2.1* | Agreement and Plan of Merger, dated April 28, 2026, by and among OppFi Inc., Birch Merger Sub, LLC and BNCCORP, Inc. | |||||||
| 10.1* | Form of Voting and Restriction Agreement | |||||||
| 10.2* | Corporate Simplification Agreement, dated April 28, 2026, by and among OppFi Inc., Opportunity Financial, LLC, OppFi Management Holdings, LLC, OppFi Shares, LLC, the TRA Party Representative (as defined therein), and certain existing members of Opportunity Financial, LLC (as named therein). | |||||||
| 99.1 | Press Release, dated April 29, 2026 | |||||||
| 99.2 | Investor Presentation, dated April 29, 2026 | |||||||
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | |||||||
| * Certain schedules and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request. | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 29, 2026 | OppFi Inc. | |||||||
| By: | /s/ Pamela D. Johnson | |||||||
| Pamela D. Johnson | ||||||||
| Chief Financial Officer | ||||||||
NEWS RELEASE OppFi Announces De�nitive Agreement to Acquire BNCCORP, Inc. and BNC National Bank and the Elimination of Up-C Structure 2026-04-29 Transformative $130 million acquisition combines OppFi's digital-�rst platform with BNC's national bank platform Positions OppFi for accelerated geographic expansion and product diversi�cation Enhances �nancial pro�le and strengthens balance sheet to support sustained growth Expect substantial stockholder value creation with adjusted EPS accretion of 25%+ in 2027 and 40%+ in 2028 CHICAGO, April 29, 2026 /PRNewswire/ -- OppFi Inc. (NYSE: OPFI) ("OppFi" or the "Company"), a tech-enabled digital �nance platform that partners with banks to o�er �nancial products and services to everyday Americans, today announced it has signed a de�nitive agreement to acquire BNCCORP, Inc. (OTCQX: BNCC) ("BNCC") and its wholly owned subsidiary, BNC National Bank ("BNC"), in a cash and stock transaction valued at approximately $130 million. Strategic Acquisition of BNCCORP, Inc. The transaction unites two complementary, market-leading businesses, combining OppFi's sophisticated online lending platform with BNC's national bank charter and diversi�ed banking infrastructure to create a stronger, more diversi�ed �nancial services provider. BNC is a nationally chartered commercial bank headquartered in Glendale, AZ, with approximately $1.1 billion in total assets and approximately $1.0 billion in total deposits as of December 31, 2025. 1
Under the terms of the agreement, BNCC stockholders will receive $19.375 per share in cash, and 1.90 shares of OppFi Class A common stock for each BNCC share owned. OppFi stockholders will own approximately 93% and BNCC stockholders will own approximately 7% of the combined company at closing. "The transformative combination of OppFi's digital-�rst platform and BNC's national bank charter unlocks signi�cant opportunities for growth and product diversi�cation," said Todd Schwartz, CEO and Executive Chairman of OppFi. "Combining our operations under uni�ed regulatory supervision by the OCC and Federal Reserve simpli�es and strengthens our compliance and risk management. This will position OppFi/BNC for long term scalability and sustainable growth. We are excited to get to work with BNC's team to maximize the strengths of our businesses and continue to �nd ways to better serve customers who have been traditionally underserved by banks." Michael Vekich, BNCC Chairman added, "This is an exciting opportunity to align our community-focused banking tradition with OppFi's world-class digital innovation. Together, we will bring new capabilities and product options to customers. This is a signi�cant moment in our proud history." "This transaction signi�cantly strengthens our capital base, enabling us to maximize our growth potential. With greater �nancial �exibility and enhanced digital capabilities, we will be well positioned to elevate the customer experience and better serve our customers as their needs continue to evolve," said Dan Collins, BNCC President and CEO. Compelling Strategic and Financial Bene�ts This transaction strengthens OppFi's strategic goals and o�ers compelling bene�ts for customers and stockholders, including: Product and Operational Simpli�cation: O�ering centralized lending and deposit products under uni�ed regulatory supervision by the Federal Reserve and O�ce of the Comptroller of the Currency (OCC), aligning compliance, risk management and back-o�ce operations. Signi�cant Growth and Diversi�cation: Expanding OppFi's ability to deliver a comprehensive suite of �nancial products in more states, including Small Business Administration (SBA) lending, secured consumer lending and wealth management. Enhanced Balance Sheet Strength: Access to BNC's stable, low-cost deposit base— which carries a cost of less than 2%—will provide diversi�ed funding opportunities and lower funding costs. Increased Financial Inclusion: Leveraging OppFi's machine learning and analytics to allow BNC to serve more individuals and communities with convenient, transparent banking services. 2
Transaction Details and Leadership The transaction has been unanimously approved by the boards of both companies. The transaction is subject to BNCC stockholder approval, regulatory approvals from the OCC, the Federal Reserve and the FDIC, and other customary closing conditions. The transaction is expected to close during the fourth quarter of 2026. No vote of OppFi's stockholders is required in connection with the transaction. For the year ending December 31, 2025, BNC generated $51 million of interest income and $10 million in net income. The transaction consideration represents approximately 1.2x of BNCC's book value of $107 million at December 31, 2025. OppFi stockholders will own approximately 93% and BNCC stockholders will own 7% of the combined company following closing. OppFi expects to generate substantial synergies of at least $60 million in the �rst year post-closing, over $90 million in the second year post-closing and over $115 million in the third year post-closing. Synergies are based on achievable geographic expansion as well as funding optimization. The business plan does not assume headcount reduction. The transaction is expected to be signi�cantly accretive, generating Adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028 The combination of OppFi and BNC creates a banking organization that will be well capitalized with signi�cant liquidity, with expected adjusted return on assets and adjusted return on equity generation by 2028 of 10%+ and 35%+, respectively. Following the closing, OppFi Inc. will become a bank holding company and plans to contribute substantially all of its assets, liabilities and operations into its bank subsidiary, OppFi Bank, N.A. BNC will continue normal operations as a community banking division within OppFi Bank, and will continue to be led by Dan Collins and the existing BNC management team. Todd Schwartz will lead the combined company as Chief Executive O�cer and Executive Chairman. Michael Vekich will serve on the board of directors of OppFi Bank. Simplifying the Corporate Structure In addition, OppFi has simpli�ed its corporate structure by collapsing its Up-C structure into a traditional C-Corp model. This strategic shift is designed to achieve tax e�ciency and streamline OppFi's accounting and reporting requirements. As a result of this simpli�cation, all OppFi stockholders now hold Class A common stock with identical economic and voting interests. Opportunity Financial, LLC ("OpCo") has become a wholly-owned subsidiary of OppFi. "As we continue to evolve, simplifying our corporate structure is a logical step to support the long-term scalability of our platform," said Schwartz. "By moving to a traditional C-Corp model, we aim to remove administrative 3
complexity and ensure our structure aligns with the rigorous standards of federal bank supervision". As part of the reorganization, OppFi has terminated the Tax Receivables Agreement (TRA) dated July 20, 2021. This resulted in an early termination payment at a discounted amount totaling approximately $40.8 million to members subject to the TRA. The step-up triggered by the reorganization, in addition to historical exchanges, has resulted in OppFi recording tax amortizable goodwill in the amount of approximately $466 million. This tax amortizable goodwill is expected to result in approximately $111 million in future cash tax savings for OppFi, subject to tax changes and other conditions, with no associated ongoing tax receivables liability. The simpli�cation of the corporate structure, including termination of the TRA, was approved by a committee comprised of independent directors of OppFi, that was empowered to negotiate (or oversee the negotiation of) and to reject such transactions, and that was advised by independent Delaware counsel and an independent �nancial advisor. Advisors Sidley Austin LLP is serving as legal advisor and Moelis & Company is serving as �nancial advisor to OppFi. Fredrikson & Byron P.A. is serving as legal advisor and Piper Sandler & Co. is serving as �nancial advisor to BNCC. About OppFi OppFi (NYSE: OPFI) is a tech-enabled digital �nance platform that partners with banks to o�er �nancial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes �nancial inclusion and exceptional customer experience, the Company assists consumers who are underserved by traditional �nancing options in building improved �nancial 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 �nancial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC ("Bitty"), a credit access company that provides revenue-based �nancing and other working capital solutions to small businesses. For additional information, please visit opp�.com. 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 �nancial 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, o�ering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business �nancing 4
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. Important Additional Information will be Filed with the SEC In connection with the proposed transaction, OppFi Inc. will �le with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "registration statement"), which will contain a proxy statement of BNCCORP, Inc. and a prospectus of OppFi (the "proxy statement/prospectus"), and OppFi may �le with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY OPPFI, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPPFI, BNC AND THE PROPOSED TRANSACTION. A de�nitive copy of the proxy statement/prospectus will be mailed to stockholders of BNCC when that document is �nal. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other �lings containing information about OppFi, free of charge from OppFi or from the SEC's website when they are �led by OppFi. The documents �led by OppFi with the SEC may be obtained free of charge at OppFi's website, at https://investors.opp�.com/�nancials/sec-�lings/default.aspx, or by requesting them by mail at 130 E. Randolph Street, Suite 3400, Chicago, IL 60601 or by email at corporate.secretary@opp�.com. Participants in a Solicitation This communication is not a solicitation of a proxy from any security holder of BNCC or OppFi. However, OppFi, BNCC and certain of their respective directors and executive o�cers may be deemed to be participants in a solicitation of proxies from the stockholders of BNCC in respect of the proposed transaction. Information about OppFi's directors and executive o�cers is available in its Annual Report on Form 10-K for the year ended December 31, 2025 and other documents �led by OppFi with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be �led with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph. This communication shall not constitute an o�er to sell or the solicitation of an o�er to buy any securities of OppFi or a solicitation of any vote or approval with respect to the proposed transaction by OppFi or BNCC, nor shall there be any sale of securities in any jurisdiction in which such o�er, solicitation or sale would be unlawful prior to registration or quali�cation under the securities laws of any such jurisdiction. No o�ering of securities shall be 5
made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Contacts: Investor Relations: Mike Gallentine Head of Investor Relations mgallentine@opploans.com Media Relations: media@opp�.com Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. OppFi's actual results may di�er from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "possible," "continue," and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements regarding OppFi's proposed acquisition of BNCC, including the anticipated timing, structure, bene�ts and strategic rationale of such transactions, OppFi's expectations with respect to the geographic expansion and product diversi�cation that may come from the acquisition, OppFi's expectations with respect to simplifying its corporate structure, 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 �nancial performance. These forward-looking statements are based on OppFi's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve signi�cant risks and uncertainties that could cause the actual results to di�er materially from the expected results. Most of these factors are outside OppFi's control and are di�cult to predict. Factors that may cause such di�erences include, but are not limited to, risks related to the proposed acquisition of BNCC and the related corporate restructuring transactions, including the risk that the transactions may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely a�ect the combined company or the expected bene�ts of the proposed transaction); the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the de�nitive merger agreement, including 6
the payment of any termination fee due thereunder; 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, in�ation, interest rate changes, recessions, the impact of tari�s, and tightening of credit markets on OppFi's business; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; whether OppFi will be successful in obtaining declaratory relief against the Commissioner of the Department of Financial Protection and Innovation for the State of California; whether OppFi will be subject to AB 539; whether OppFi's bank partners will continue to lend in California and whether OppFi's �nancing sources will continue to �nance the purchase of participation rights in loans originated by OppFi's bank partners in California; OppFi's ability to scale and grow the Bitty business; the impact that events involving �nancial institutions or the �nancial services industry generally, such as actual concerns or events involving liquidity, defaults, or non-performance, may have on OppFi's business; risks related to any material weakness in OppFi's internal controls over �nancial reporting; the ability of OppFi to grow and manage growth pro�tably and retain its key employees; risks related to new products; risks related to evaluating and potentially consummating acquisitions; concentration risk; risks related to OppFi's ability to comply with various covenants in its corporate and warehouse credit facilities; risks related to potential litigation; changes in applicable laws or regulations, including, but not limited to, impacts from the One Big Beautiful Bill Act; the possibility that OppFi may be adversely a�ected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in OppFi's �lings with the United States Securities and Exchange Commission, in particular, contained in the section captioned "Risk Factors." OppFi 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. OppFi does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to re�ect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Non-GAAP Financial Measures This press release includes certain non-GAAP �nancial measures that are unaudited and do not conform to GAAP, such as Adjusted Net Income, Adjusted EPS, Adjusted EPS accretion, adjusted return on assets and adjusted return on equity. Adjusted EBT is de�ned as Net Income, adjusted for (1) income tax expense; (2) change in fair value of warrant liabilities; (3) other adjustments, net; and (4) other income. Adjusted Net Income is de�ned as Adjusted EBT as de�ned above, adjusted for taxes assuming a tax rate for each period presented that re�ects the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies. Adjusted EPS is de�ned as Adjusted Net Income as de�ned above, divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding and includes the impact of dilutive securities, such as restricted stock units, performance stock units, and stock options. These non-GAAP �nancial measures have not been prepared in accordance with accounting 7
principles generally accepted in the United States and may be di�erent from non-GAAP �nancial measures used by other companies. OppFi believes that the use of these non-GAAP �nancial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, �nancial measures determined in accordance with GAAP. A reconciliation of projected 2027 and 2028 Adjusted EPS accretion and projected 2028 adjusted return on assets and adjusted return on equity generation of the combined company to the most directly comparable GAAP �nancial measures is not included in this press release because, without unreasonable e�orts, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these measures. View original content to download multimedia:https://www.prnewswire.com/news-releases/opp�-announces- de�nitive-agreement-to-acquire-bnccorp-inc-and-bnc-national-bank-and-the-elimination-of-up-c-structure- 302756614.html SOURCE OppFi 8
A Transformative Combination OppFi to Acquire BNCCORP 4/29/2026
This presentation (the “Presentation”) of OppFi Inc. (“OppFi” or the “Company”) is for informational purposes only and has been prepared in connection with the Company’s announcement of its corporate simplification and entry into a definitive merger agreement with BNCCORP, Inc. (“BNCC”). Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the accuracy of such information. Trademarks and trade names referred to in this Presentation are the property of their respective owners. The information contained herein does not purport to be all-inclusive. This Presentation does not constitute investment, tax, or legal advice. No representation or warranty, express or implied, is or will be given by the Company or any of its respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. The Company disclaims any duty to update the information contained in this Presentation, which information is given only as of the date of this Presentation unless otherwise stated herein. Important Additional Information will be Filed with the SEC In connection with the proposed transaction, OppFi Inc. will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BNCCORP, Inc. and a prospectus of OppFi (the “proxy statement/prospectus”), and OppFi may file with the SEC other relevant documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY OPPFI, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPPFI, BNC AND THE PROPOSED TRANSACTION. A definitive copy of the proxy statement/prospectus will be mailed to stockholders of BNCC when that document is final. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about OppFi, free of charge from OppFi or from the SEC’s website when they are filed by OppFi. The documents filed by OppFi with the SEC may be obtained free of charge at OppFi’s website, at https://investors.oppfi.com/financials/sec-filings/default.aspx, or by requesting them by mail at 130 E. Randolph Street, Suite 3400, Chicago, IL 60601 or by email at corporate.secretary@oppfi.com. Participants in a Solicitation This Presentation is not a solicitation of a proxy from any security holder of BNCC or OppFi. However, OppFi, BNCC and certain of their respective directors and executive officers may be deemed to be participants in a solicitation of proxies from the stockholders of BNCC in respect of the proposed transaction. Information about OppFi’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2025 and other documents filed by OppFi with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities of OppFi or a solicitation of any vote or approval with respect to the proposed transaction by OppFi or BNCC, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Forward-Looking Statements This Presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. OppFi’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “possible,” “continue,” “vision,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements regarding OppFi’s proposed acquisition of BNCC, 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 simplifying its corporate structure, 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 OppFi’s current expectations and assumptions about future events 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 OppFi’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 and the related corporate restructuring transactions, including the risk that the transactions may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement, including the payment of any termination fee due thereunder; 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; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; whether OppFi will be successful in obtaining declaratory relief against the Commissioner of the Department of Financial Protection and Innovation for the State of California; whether OppFi will be subject to AB 539; whether OppFi’s bank partners will continue to lend in California and whether OppFi’s financing sources will continue to finance the purchase of participation rights in loans originated by OppFi’s bank partners in California; OppFi’s ability to scale and grow the Bitty business; the impact that events involving financial institutions or the financial services industry generally, such as actual concerns or events involving liquidity, defaults, or non-performance, may have on OppFi’s business; risks related to any material weakness in OppFi’s internal controls over financial reporting; the ability of OppFi to grow and manage growth profitably and retain its key employees; risks related to new products; risks related to evaluating and potentially consummating acquisitions; concentration risk; risks related to OppFi’s ability to comply with various covenants in its corporate and warehouse credit facilities; risks related to potential litigation; changes in applicable laws or regulations, including, but not limited to, impacts from the One Big Beautiful Bill Act; the possibility that OppFi may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties indicated from time to time in OppFi’s filings with the United States Securities and Exchange Commission, in particular, contained in the section captioned “Risk Factors.” OppFi 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. OppFi does not undertake or accept any obligation or undertaking to release publicly 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. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that are unaudited and do not conform to GAAP, such as Adjusted Net Income, Adjusted EPS, Adjusted EPS accretion, adjusted return on assets and adjusted return on equity. Adjusted EBT is defined as Net Income, adjusted for (1) income tax expense; (2) change in fair value of warrant liabilities; (3) other adjustments, net; and (4) other income. Adjusted Net Income is defined as Adjusted EBT as defined above, adjusted for taxes assuming a tax rate for each period presented that reflects the U.S. federal statutory rate of 21% and a blended statutory rate for state income taxes, in order to allow for a comparison with other publicly traded companies. Adjusted EPS is defined as Adjusted Net Income as defined above, divided by weighted average diluted shares outstanding, which represents shares of both classes of common stock outstanding and includes the impact of dilutive securities, such as restricted stock units, performance stock units, and stock options. These non-GAAP financial measures have not been prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. OppFi believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. A reconciliation of projected 2027 and 2028 Adjusted EPS accretion and projected 2028 adjusted return on assets and adjusted return on equity generation of the combined company to the most directly comparable GAAP financial measures is not included in this Presentation because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these measures. Disclaimer 2
A Technology- Driven Next-Gen Bank For Everyday Americans Our Vision: Bank • Expanded Credit Access • Reduced Complexity • Diversified Product Offerings
Increase credit access and enhance product offerings A compelling, strategic combination designed to: Enable geographic expansion and product diversification Reduce regulatory ambiguity and provide operational simplification Lower funding costs Strengthen the balance sheet and scale profitability Realize synergies and maximize shareholder value 1 2 3 4 5 6 + A next-generation online banking experience that utilizes modern technology to provide financial inclusion to underserved Americans Vision: 4
Approvals and Closing EffectsBNCCORP Overview BNCCORP Transaction Highlights Launches OppFi’s Banking Platform Terms of Transaction • ~$130mm for 100% of the common stock of BNCC o BNCC stockholders will receive $19.375 per share in cash, and 1.90 shares of OppFi Class A common stock for each BNCC share o Consideration represents approximately 1.2x of BNCC’s book value of $107 million for the period ending December 31, 2025 • The transaction consideration implies approximately 53% cash and 47% OppFi Class A common stock based on OppFi stock price at signing • OppFi stockholders will own ~93% and BNCC stockholders will own ~7% of the combined company • Transaction has been unanimously approved by the boards of both companies • Transaction is subject to BNCC stockholder approval, regulatory approvals from the OCC, the Federal Reserve and the FDIC and other customary closing conditions • No vote of OppFi’s stockholders is required in connection with the transaction • Anticipated closing in the fourth quarter of 2026, subject to regulatory and BNCC stockholder approvals • Transaction is expected to be 25%+ accretive to Adjusted EPS1 in the first year post-Closing, and is expected to be 50%+ accretive by the third year post-Closing • BNCCORP, Inc. (“BNCC”) is the bank holding company of BNC National Bank (“BNC”), a diversified community bank serving the North Dakota and Arizona markets • Three primary areas of focus: o Commercial Banking o Retail Banking o Wealth Management • BNC 2025 Financial Highlights: o Gross Loans Held for Investment: $739mm o Total Assets: $1,099mm o Total Deposits: $978mm o Net Income: $10mm 5 1. Adjusted EPS is a non-GAAP financial measure. See the disclaimer on “Non-GAAP Financial Measures” on slide 2 for a detailed description of such non-GAAP financial measures.
Complementary Platforms to Maximize Potential A combination would create a digital banking and financial services platform for the everyday American Combined Mission-Driven Model Focused on the Everyday American High-Retention Customer Relationships Readily-Available, Low-Cost Funding Broad Customer Distribution Diverse Product Offerings Tech-Enabled Customer Service Proprietary Underwriting Driven by Machine Learning Compliance-Focused Management Team 6
Consumer Lines of Credit + Consumer Installment Loans + Small Business Lines of Credit + Small Business Installment Loans + Revenue-based Financing + Commercial Real Estate + SBA Loans + Agriculture Loans + Business Checking Accounts + Consumer Checking Accounts + Savings Products + Cash Management + Trust & Wealth Management Services + Retirement Plan Administration + 7 Bank Products The combined entity’s product suite is intended to leverage each company’s strengths to provide enhanced banking services locally and nationally Combined
• Trusted financial institution providing personalized banking solutions tailored to the unique needs of its clients • Focused on catering to the needs of the underserved small and mid-sized business markets • Fosters lasting relationships built on integrity, reliability and exceptional customer service • Consistent and disciplined approach to balance sheet management providing for a strong and stable platform for growth • Diversified, low-risk loan portfolio driving industry-leading credit performance • SBA preferred lender with proven underwriting capabilities $654 $669 $699 $739 2022 2023 2024 2025 $838 $854 $859 $978 2022 2023 2024 2025 ~$1.1 Billion in Assets $978 Million in Deposits Loans ($ in millions) Deposits ($ in millions) Loan Portfolio 51% 19% 8% 8% 5% 10% Nonfarm Nonresidential Property Commercial and Industrial 1-4 Family Residential Consumer Multifamily Residential Other1Note: Data as of 12/31/2025 unless otherwise noted per BNC Call Report 1. Includes Construction & Land Development Loans, Loans Secured by Farmland, Agricultural Production & Farming Loans, and Obligations of States and Political Subdivisions in the U.S. 8 Data as of year-end 2025
Transaction Summary 9 Consideration • OppFi will acquire BNCCORP, Inc. (“BNCC”) and its wholly owned subsidiary, BNC National Bank (“BNC” or the “Bank”), for an aggregate purchase value of approximately $130mm • Represents a Price / Book Value at announcement of approximately 1.2x • A combination of approximately 53% cash and 47% OppFi Class A common stock based on OppFi stock price at signing • OppFi stockholders will own ~93% and BNCCORP stockholders will own ~7% of the combined company Leadership • OppFi will become a bank holding company and plans to contribute substantially all of its assets, liabilities and operations into its bank subsidiary, BNC, to be renamed OppFi Bank, N.A. (“OppFi Bank”) • BNC will continue normal operations as a community banking division within OppFi Bank and will continue to be led by Dan Collins and the existing BNC management team; Michael Vekich will serve on the board of directors of OppFi Bank • Todd Schwartz will lead the combined company as CEO and Executive Chairman Synergies • Anticipated synergies of $60mm+ in the first year post-Closing, $90mm+ in the second year post-Closing and $115mm+ in the third year post-Closing • Revenue synergies expected from geographic expansion and cross-selling opportunities across consumer and commercial lending • OppFi will be able to leverage BNC’s best-in-class capabilities and industry relationships to grow existing business lines • Transaction will mitigate existing reliance on third-party lending partners, providing regulatory clarity and enhancing revenue resiliency Approvals and Closing • Transaction subject to regulatory approvals from the OCC, the Federal Reserve and the FDIC; also subject to customary closing conditions • Transaction subject to BNCCORP stockholder approval • Anticipated Closing in the fourth quarter of 2026, subject to regulatory and BNCC stockholder approvals
Anticipated Strategic and Financial Benefits 10 Strategic Benefits Increased Platform Simplification and Scalability • National bank charter enables OppFi to operate under a single, scalable operating model • Operating under federal oversight will simplify compliance by replacing state-by-state regulations with a single supervisory framework Geographic Expansion • National bank charter allows products to be distributed nationally, increasing credit access to underbanked communities Diversification of Product Offerings • Acquisition will allow OppFi to expand its offerings through additional consumer & commercial loan products and new savings products • Opportunity to leverage BNC’s industry relationships and cross-sell products across customer bases Financial Benefits Improved Earnings Profile • Expanded product offerings, state expansion and a lower cost of funding will help OppFi increase its margins, improving profitability • Reduces reliance on third-party lending partners allowing OppFi to capture increased economics from its loans Balance Sheet Reinforcement • Following the transaction, the pro forma combined balance sheet is expected to maintain strong capital ratios and the ability to support increased loan origination • OppFi’s Pro Forma assets will increase by over $1.0 billion Readily-Available, Low-Cost Funding • Pro forma funding mix will now include low-cost deposits, which carry a cost of less than 2% Transaction is expected to be 25%+ accretive to Adjusted EPS1 in the first year post-Closing, 40%+ accretive in the second year post-Closing and 50%+ accretive in the third year post-Closing 1. Adjusted EPS is a non-GAAP financial measure. See the disclaimer on “Non-GAAP Financial Measures” on slide 2 for a detailed description of such non-GAAP financial measures.
11 • The pro forma business will maintain regulatory capital in excess of well-capitalized thresholds at both the consolidated and bank levels • Strong pro forma profitability margins with net interest income margins of 90%+ and net income margins of 25%+ beyond 2026 • Ability to materially lower cost of funds through the use of BNCCORP’s core deposit base • Opportunity to leverage OppFi’s proprietary underwriting model and technology to reduce operating costs and improve efficiency ratios • Adjusted ROE1 and ROA1 generation of 35%+ and 10%+ by 2028, respectively Pro Forma Combined Anticipated Financial Profile Illustrative Bank Holding Company and Bank Subsidiary at Closing Consolidated Balance Sheet December 31, 2025 Estimated Pro Forma at CloseOppFi Standalone BNCC Standalone Total Assets $754mm $1,100mm $2,000mm Loans $546mm $739mm $1,400mm Deposits -- $972mm $1,000mm Pro Forma Operating Target Metrics Capital Adequacy Regulatory Capital (%) • CET1, Tier 1 and Total Capital Ratios • Leverage and Tangible Capital Ratios Well Above Capitalized Thresholds Earnings & Profitability Targets Cost of Deposits (%) Under 3% Net Interest Margin (%) Over 90% Adjusted Net Income Margin1 (%) Over 25% Adjusted ROE1 (%) Over 35% Adjusted ROA1 (%) Over 10% 1. Adjusted Net Income Margin, Adjusted ROE and Adjusted ROA are non-GAAP financial measure. See the disclaimer on “Non-GAAP Financial Measures” on slide 2 for a detailed description of such non-GAAP financial measures.
12 Appendix
Key Assumptions and Transaction Metrics 13 Earnings Estimates • OppFi based on 2027 consensus estimates and grown 10% annually thereafter • BNCCORP based on management guidance Synergies • Incorporates identified revenue and operational synergies • Includes incremental costs associated to company integration • Additional cost savings achieved from using lower cost of deposits to fund originations not contemplated in model Model Assumptions • Transaction-related expenses incorporated at Closing • Assumes 24% tax rate for illustrative purposes • Anticipated closing in the fourth quarter of 2026, subject to regulatory and BNCC stockholder approvals Other Assumptions • Based on common shares outstanding of 86.0mm and 3.6mm for OppFi and BNCCORP, respectively, with 6.8mm shares of OppFi common stock to be issued in the transaction • Deposit growth per management guidance, does not assume additional reliance on brokered deposits • Purchase accounting adjustments not contemplated in model Transaction Metrics ($MM, except per share data) Exchange Ratio 1.90x OppFi Share Price (as of 4/28/2026) $9.01 Price per Share of Stock Consideration $17.12 Price per Share of Cash Consideration $19.375 BNCCORP Shares Outstanding (mm) 3.582 Total Consideration Paid to BNCCORP Stockholders $130.7 Implied Price to Book Value 1.2x Implied Pro Forma Ownership OppFi Stockholders BNCCORP Stockholders
FAQ
What did OppFi (OPFI) announce regarding the acquisition of BNCCORP and BNC National Bank?
OppFi agreed to acquire BNCCORP and its subsidiary BNC National Bank in a cash-and-stock transaction valued at approximately $130 million. The deal combines OppFi’s digital lending platform with BNC’s national bank charter and diversified banking operations, subject to regulatory and BNCC stockholder approvals.
What consideration will BNCCORP stockholders receive in the OppFi (OPFI) transaction?
Each BNCC share will convert into $19.375 in cash plus 1.90 shares of OppFi Class A common stock. Based on the signing share price, the mix implies roughly 53% cash and 47% stock, with BNCC holders owning about 7% of the combined company at closing.
How is the OppFi (OPFI) and BNCCORP deal expected to affect future earnings?
OppFi projects the combination will be significantly accretive, with Adjusted EPS rising more than 25% in 2027 and over 40% in 2028 versus standalone expectations. Management also identifies at least $60 million, $90 million and $115 million of annual synergies in the first three years post-closing.
What corporate simplification steps did OppFi (OPFI) take alongside the BNCCORP deal?
OppFi collapsed its Up‑C structure so all stockholders now hold Class A common stock and Opportunity Financial, LLC is wholly owned. This consolidation is intended to streamline tax, accounting and reporting, aligning the structure with anticipated federal bank supervision requirements.
When is the OppFi (OPFI) and BNCCORP transaction expected to close, and what approvals are required?
The companies expect closing in the fourth quarter of 2026, contingent on BNCC stockholder approval and regulatory approvals from the OCC, Federal Reserve and FDIC, plus customary conditions. No vote of OppFi stockholders is required for the transaction to proceed.