OppFi withdraws applications for BNCCORP acquisition
The merger agreement remains in effect, while OppFi reiterated revised 2026 revenue, adjusted net income and adjusted EPS ranges.
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Form Type
8-K
Rhea-AI Filing Summary
OppFi Inc. withdrew its applications to the OCC, Federal Reserve and FDIC related to its proposed acquisition of BNCCORP, Inc. and its wholly owned subsidiary, BNC National Bank. The merger agreement, dated April 28, 2026, had not been terminated and remained in effect as of November 3, 2026.
OppFi reaffirmed revised full-year 2026 guidance of $600 million to $610 million in total revenue, $115 million to $120 million in adjusted net income and $1.34 to $1.40 in adjusted EPS. Adjusted net income and adjusted EPS are non-GAAP measures. The company defines adjusted net income using specified adjustments to net income and pro forma taxes, and adjusted EPS as adjusted net income divided by weighted average diluted shares. The EPS guidance is based on an approximate weighted average diluted share count of 86 million shares.
Filing Explained
OppFi says it intends further regulatory engagement and identifies a revised structure or other approach as a possible route to approvals for the BNC acquisition, while warning that required approvals may still not be obtained.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total revenue: $600 million to $610 million
Adjusted net income: $115 million to $120 million
Adjusted EPS: $1.34 to $1.40
+1 more
4 metrics
Total revenue
$600 million to $610 million
Revised full-year 2026 guidance
Adjusted net income
$115 million to $120 million
Revised full-year 2026 guidance; non-GAAP measure
Adjusted EPS
$1.34 to $1.40
Revised full-year 2026 guidance; non-GAAP measure
Weighted average diluted share count
Approximately 86 million shares
Basis for full-year 2026 adjusted EPS guidance
Key Terms
Adjusted Net Income, Adjusted EPS, weighted average diluted shares outstanding, non-GAAP financial measures
4 terms
Adjusted Net Income financial
"Adjusted Net Income and Adjusted EPS are non-GAAP financial measures"
Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.
Adjusted EPS financial
"Adjusted EPS is defined as Adjusted Net Income"
Adjusted earnings per share (adjusted eps) is a measure of a company's profit per share that has been modified to exclude certain one-time or unusual items, such as costs from restructuring or asset sales. It provides a clearer picture of the company’s core performance by removing events that may distort the usual earnings. Investors use adjusted eps to better understand a company's ongoing profitability and compare it more accurately over time.
non-GAAP financial measures financial
"Adjusted Net Income and Adjusted EPS are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to OPFI's proposed BNC acquisition?
OppFi withdrew its applications to the OCC, Federal Reserve and FDIC related to the proposed acquisition of BNCCORP and BNC National Bank. The merger agreement had not been terminated and remained in effect as of November 3, 2026.
What is OPFI's 2026 financial guidance?
OppFi reaffirmed revised full-year 2026 guidance of $600 million to $610 million in total revenue, $115 million to $120 million in adjusted net income and $1.34 to $1.40 in adjusted EPS. The adjusted EPS range is based on an approximate weighted average diluted share count of 86 million shares.
How does OPFI define adjusted net income and adjusted EPS?
OppFi defines adjusted net income by adjusting net income for income tax expense, the change in fair value of warrant liabilities, other adjustments, net, and other income, then reducing it by pro forma taxes. Adjusted EPS is adjusted net income divided by weighted average diluted shares outstanding.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 3, 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 7.01 Regulation FD Disclosure.
On November 3, 2026, OppFi Inc., a Delaware corporation (“OppFi”), issued a press release announcing the withdrawal of its applications to the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation related to the proposed acquisition of BNCCORP, Inc. and its wholly owned subsidiary, BNC National Bank. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information and the information contained in Exhibit 99.1 is 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 of 1933, as amended, 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.
Item 8.01 Other Events.
As previously reported, OppFi entered into an Agreement and Plan of Merger, dated as of April 28, 2026 (as it may be amended from time to time, the “Merger Agreement”), with BNCCORP, Inc. and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi, pursuant to which OppFi would acquire BNCCORP, Inc. and BNC National Bank.
As disclosed in Item 7.01 of this Current Report on Form 8-K, OppFi has withdrawn its applications to the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation related to the proposed acquisition of BNCCORP, Inc. and its wholly owned subsidiary, BNC National Bank.
As of the date of this Current Report on Form 8-K, the Merger Agreement has not been terminated and remains in effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit Number | Description | |||||||
| 99.1 | Press Release dated November 3, 2026. | |||||||
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). | |||||||
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: November 3, 2026 | OppFi Inc. | |||||||
| By: | /s/ Pamela D. Johnson | |||||||
| Pamela D. Johnson | ||||||||
| Chief Financial Officer | ||||||||
NEWS RELEASE OppFi Provides Update on Pending BNC Acquisition 2026-11-03 Withdraws Bank Regulatory Applications Rea�rms 2026 Guidance CHICAGO, Nov. 3, 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 that, at this time, it has withdrawn its applications to the O�ce of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("Federal Reserve") and the Federal Deposit Insurance Corporation ("FDIC") related to the proposed acquisition of BNCCORP, Inc. (OTCQX: BNCC) and its wholly owned subsidiary, BNC National Bank (collectively "BNC"). OppFi proactively engaged with federal regulators before entering into the BNC transaction and has diligently responded to extensive information requests from the OCC, Federal Reserve and FDIC throughout the application process. However, given the communication restrictions inherent in the application process and the lack of articulated objective standards against which federal regulators are evaluating OppFi's business, OppFi has not had a meaningful opportunity to engage with federal regulators to address potential concerns. Going forward, OppFi intends to substantively engage with federal regulators regarding the creation of practical market- and consumer- based standards that will allow innovative community banks and �nancial technology platforms to combine in order to meet the needs of tens of millions of underbanked Americans. "We believe that our applications satis�ed the existing statutory criteria for approval, but there is a lack of clearly articulated standards by which those criteria are being used to evaluate our applications and the proposed combination with BNC," said Todd Schwartz, CEO and Executive Chairman of OppFi. "We encourage federal 1
regulators to expeditiously articulate clear standards that will allow innovative community banks and �nancial technology platforms to combine to better serve the tens of millions of Americans whose needs are not being met by traditional banks." "OppFi and BNC are both established businesses that have remained pro�table throughout business cycles, and we believe the combination of OppFi's sophisticated online lending platform with BNC's national bank charter and diversi�ed banking infrastructure would create a stronger, more diversi�ed banking organization that would be well capitalized with signi�cant resources to pursue its business." Schwartz continued, "OppFi is executing on the strategic transformation of our business as we build a more diversi�ed, technology-enabled �nancial platform designed to better serve customers across their �nancial journeys. We are con�dent in the long-term earning power of OppFi and our opportunity to create substantial long- term value, regardless of whether we do so under a national banking charter." Full Year 2026 Guidance OppFi is rea�rming its revised full year 2026 guidance as follows: Total revenue between $600 million and $610 million; Adjusted net income1 between $115 million and $120 million; and Adjusted EPS1 between $1.34 and $1.40, based on an approximate weighted average diluted share count of 86 million shares. (1) Non-GAAP Financial Measures: Adjusted Net Income and Adjusted EPS are non-GAAP �nancial measures. See "Non-GAAP Financial Measures" below for a detailed description of such non-GAAP �nancial measures. A reconciliation of projected full year 2026 Adjusted Net Income and Adjusted EPS 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. 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 5,800 reviews, positioning the Company among the top consumer-rated �nancial 2
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. Contacts: Investor Relations: investors@opp�.com Media Relations: media@opp�.com Cautionary Statement Concerning 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. These forward-looking statements give current expectations or forecasts of future events and re�ect OppFi management's present views and assumptions concerning the Company's business, �nancial condition and prospects, including the proposed BNC acquisition and engagements with regulators, as of the date of this release; they are not guarantees of future performance. 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," "opportunity," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "possible," "continue," "positions," 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, OppFi's ability to execute its strategic transformation, launch and develop new products, and achieve future growth and �nancial performance; the future performance of OppFi's platform and underwriting models, its recently launched line of credit product and the migration to its LOLA platform; its intention to continue engaging with federal banking regulators following the withdrawal of its applications relating to the proposed acquisition of BNCC; whether a revised structure or other approach may permit OppFi to obtain the regulatory approvals necessary to complete the proposed acquisition; the potential timing, completion, strategic rationale and anticipated bene�ts of the proposed acquisition, if consummated; and OppFi's expectations regarding its long-term earnings power and creation of stockholder value. The Company's statements concerning future matters rely on information currently available and assumptions regarding the likelihood 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, 3
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; risks related to the proposed acquisition of BNCC, including the withdrawal of the applications previously submitted to the OCC, Federal Reserve and FDIC; the risk that OppFi may be unable to obtain the required regulatory approvals on acceptable terms or at all, even if the parties pursue a modi�ed transaction structure or submit new applications; uncertainty regarding the timing or outcome of future engagement with regulators; the risk that the proposed acquisition may be delayed, restructured or not completed; failure to satisfy the remaining conditions to closing; events or circumstances that could lead to termination of the Merger Agreement, including any resulting costs or termination fees; the potential e�ect of the proposed acquisition or its termination on OppFi's governance, business and �nancial performance; integration or execution challenges; and adverse reactions from customers or stockholders; 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 disclosed in OppFi's �lings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, particularly the sections 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 accounting principles generally accepted in the United States ("GAAP"), such as Adjusted Net Income and Adjusted EPS. Adjusted Net Income is de�ned as Net Income, adjusted for (1) income tax expense; (2) change in fair value of 4
warrant liabilities; (3) other adjustments, net; and (4) other income, and then reduced by pro forma 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 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. See "Reconciliation of Non-GAAP Financial Measures" in OppFi's earnings release dated October 28, 2026, for reconciliations of OppFi's historical non-GAAP �nancial measures to the most directly comparable GAAP �nancial measures. A reconciliation of projected full year 2026 Adjusted Net Income and Adjusted EPS 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�-provides- update-on-pending-bnc-acquisition-302927260.html SOURCE OppFi 5