OppFi to Acquire BNCCORP in $130M Deal, Forging New Fintech-Bank Hybrid

BISMARCK, N.D. – April 29, 2026 – In a move poised to blur the lines between digital finance and traditional banking, fintech platform OppFi Inc. announced today it will acquire BNCCORP, the parent company of BNC National Bank, in a cash-and-stock deal valued at approximately $130 million. The transaction signals a pivotal moment for the industry, combining a tech-driven lender with a federally chartered community bank to create a new, vertically integrated financial services provider.

The deal, unanimously approved by both companies' boards, will see OppFi gain a coveted national bank charter, a move that promises to streamline regulatory oversight and unlock significant growth opportunities. For BNCCORP, a nearly 40-year-old institution with deep community roots in North Dakota and Arizona, the merger offers a gateway to cutting-edge technology and a national platform.

A Strategic Blueprint for a Hybrid Bank

Under the terms of the definitive agreement, BNCCORP stockholders are set to receive $19.375 in cash and 1.90 shares of OppFi Class A common stock for each share they hold. Upon closing, which is anticipated in the fourth quarter of 2026 pending regulatory and shareholder approvals, OppFi stockholders will own approximately 93% of the combined entity, with BNCCORP stockholders holding the remaining 7%.

The strategic core of the acquisition is the fusion of two complementary business models. OppFi, which has built its brand by partnering with banks to offer credit to consumers often overlooked by mainstream lenders, will now become a bank holding company itself. BNC National Bank, with its $1.1 billion in assets and stable deposit base, will be integrated as a community banking division within a newly formed "OppFi Bank, N.A."

"The transformative combination of OppFi's digital-first platform and BNC's national bank charter unlocks significant opportunities for growth and product diversification," said Todd Schwartz, CEO and Executive Chairman of OppFi, who will lead the combined company. He emphasized that unifying operations under the Office of the Comptroller of the Currency (OCC) and the Federal Reserve "simplifies and strengthens our compliance and risk management," positioning the new entity for sustainable growth.

This sentiment was echoed by BNCCORP leadership, who framed the deal as a forward-looking evolution. "This is a transformational event and an exciting opportunity to align our community-focused banking tradition with OppFi's world-class digital innovation and customer service," stated BNCC Chairman, Michael Vekich.

Unpacking the Ambitious Financial Projections

The $130 million price tag represents approximately 1.2 times BNCCORP's book value, a valuation that suggests confidence in the future value creation of the merged entity. OppFi has laid out an aggressive roadmap for financial performance, projecting substantial synergies that are expected to start at $60 million in the first year post-closing and climb to over $115 million by the third year.

Crucially, these synergies are not predicated on cost-cutting through layoffs. Instead, they are rooted in two key areas: funding optimization and expansion. By gaining access to BNC's low-cost deposit base, which costs the bank less than 2%, OppFi can significantly reduce its own cost of capital for its lending operations, a major competitive advantage in the credit market. The national charter also provides a platform for geographic and product expansion, enabling the combined company to offer a wider suite of services, from SBA loans to wealth management, on a national scale without navigating a complex patchwork of state-level regulations.

Investors have been promised significant returns, with the deal expected to generate adjusted EPS accretion of more than 25% in 2027 and over 40% in 2028. The company is targeting a high-performance financial profile, aiming for a return on assets of over 10% and a return on equity exceeding 35% by 2028, figures that would place it in the upper echelon of banking institutions.

Redefining Financial Inclusion or Regulatory Arbitrage?

At the heart of OppFi's narrative is a mission to serve the "everyday American" who is often underserved by traditional finance. The company states this merger will enhance that mission, leveraging its advanced analytics and machine learning to offer more accessible and transparent banking services to a wider audience.

However, the strategic acquisition of a national bank charter has drawn scrutiny from some consumer protection advocates. A key concern is that the move could be a form of "regulatory arbitrage," allowing the new OppFi Bank to bypass state-level interest rate caps that protect consumers from high-cost loans. "The ability to work around state laws 'absolutely' motivates these kinds of deals," noted one senior attorney at a national consumer law center, expressing worry that the "regulatory clarity" sought by the fintech could come at the expense of vulnerable borrowers.

OppFi maintains its commitment to responsible practices, pointing to its high customer satisfaction ratings and programs designed to empower consumers financially. The company offers a "TurnUp Program" that directs applicants to more affordable credit options when possible and partners with organizations that provide free financial resources. The integration of BNC's relationship-driven community banking ethos could serve as an internal check, but the tension between maximizing profit in the non-prime lending space and ensuring robust consumer protection will be a critical issue for regulators and the public to watch.

Navigating the Path Forward

Before any of these strategic goals can be realized, the acquisition must clear a significant regulatory gauntlet. Approval is required from the OCC, the Federal Reserve, and the FDIC. The process for a technology firm to become a bank holding company is inherently complex and subject to intense review, with regulators assessing competitive impacts, financial stability, and the new entity's commitment to serving community needs. The concerns raised by consumer groups could lead to a longer and more challenging approval process.

Initial market reaction was positive, with OppFi's stock (NYSE: OPFI) jumping 8.8% in premarket trading following the announcement, suggesting investors are optimistic about the deal's potential. The merger is also indicative of a broader consolidation trend where the lines between banking and technology are increasingly dissolving.

To ensure a smooth transition, the companies have outlined a leadership plan that emphasizes continuity. While Todd Schwartz will helm the overall organization, BNC's current CEO, Dan Collins, and his management team will continue to run the community banking division. BNCC Chairman Michael Vekich will also join the board of the new OppFi Bank. This structure aims to preserve the local expertise and customer relationships that BNC has cultivated over decades, while layering on the technological power and national reach of its new parent company. The success of this hybrid model will ultimately depend on how well it can integrate these two distinct cultures and deliver on its ambitious promises to both shareholders and customers.