OppFi's Bold Bank Buy: A $130M Bet on Full-Stack Finance

CHICAGO, IL – April 29, 2026 – In a landmark move poised to reshape the intersection of technology and banking, digital finance platform OppFi Inc. (NYSE: OPFI) today announced it will acquire BNCCORP, Inc. (OTCQX: BNCC) and its subsidiary, BNC National Bank, in a transformative cash and stock deal valued at approximately $130 million. The acquisition marks a strategic pivot for the fintech firm, shifting it from a bank-partner model to a full-fledged bank holding company, a move designed to accelerate growth, simplify regulatory oversight, and deepen its mission of serving underserved consumers.

Concurrent with the acquisition, OppFi also revealed a significant overhaul of its corporate structure, collapsing its complex Up-C framework into a traditional C-Corp. This dual-pronged strategy—acquiring a national bank charter while streamlining its own corporate identity—signals OppFi's ambition to build a new kind of financial institution, one that marries fintech agility with the stability and regulatory clarity of traditional banking.

A Transformative Leap from Fintech to Bank

The deal unites OppFi's sophisticated, tech-driven lending platform with BNC's established, federally regulated banking infrastructure. BNC National Bank, headquartered in Arizona, is a community-focused commercial bank with approximately $1.1 billion in assets and $1.0 billion in deposits as of the end of 2025. By acquiring BNC, OppFi gains a coveted national bank charter, a critical asset that frees it from reliance on third-party bank partners.

"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. "Combining our operations under unified regulatory supervision by the OCC and Federal Reserve simplifies and strengthens our compliance and risk management. This will position OppFi/BNC for long term scalability and sustainable growth."

Under the terms of the agreement, which has been unanimously approved by both boards, BNCC stockholders will receive $19.375 in cash and 1.90 shares of OppFi Class A common stock for each share they own. Upon closing, OppFi stockholders will own approximately 93% of the combined entity, with BNCC stockholders holding the remaining 7%.

For BNC, the merger represents an opportunity to leverage cutting-edge technology to expand its reach. "This is an exciting opportunity to align our community-focused banking tradition with OppFi's world-class digital innovation," noted BNCC Chairman Michael Vekich. "Together, we will bring new capabilities and product options to customers."

The Financial Blueprint for Growth

OppFi is betting that the high price of entry into the banking sector will be paid back through significant financial and operational gains. The company projects the deal will be substantially accretive, boosting adjusted earnings per share by over 25% in 2027 and more than 40% in 2028.

Central to this forecast are the powerful synergies the combination is expected to create—projected at $60 million in the first year post-closing, climbing to over $115 million by the third year. A key driver of this value is access to BNC's stable, low-cost deposit base, which carries a cost of less than 2%. This provides a dramatically cheaper source of funding compared to the warehouse credit facilities commonly used by non-bank lenders, allowing OppFi to lower its funding costs, improve margins, and potentially pass savings on to consumers.

The deal comes as OppFi reports record financial strength. The company posted total revenue of $597.1 million for 2025, a 13.5% increase year-over-year, with a net income of $146.2 million. This robust performance provides a solid foundation for integrating BNC, which itself generated $10 million in net income on $51 million of interest income in 2025. The transaction values BNC at approximately 1.2 times its book value, a common multiple for such acquisitions.

Navigating the Regulatory Maze to Redefine the Market

Before the vision can be realized, the deal must clear a significant regulatory gauntlet, requiring approvals from the Office of the Comptroller of the Currency (OCC), the Federal Reserve, and the FDIC. The transaction is expected to close in the fourth quarter of 2026, pending these approvals and a vote from BNCC's stockholders.

This move places OppFi among a growing cohort of prominent fintechs, including SoFi and LendingClub, that have acquired bank charters to secure their regulatory footing and business models. By becoming a bank holding company, OppFi submits to direct federal supervision, a move that provides long-term regulatory certainty and simplifies the complex compliance web associated with state-by-state lending laws and bank partnership agreements.

Once the transaction is complete, OppFi Inc. will become a bank holding company, and its operations will be contributed to a new subsidiary, OppFi Bank, N.A. BNC will continue to operate as a community banking division within this new structure, led by its current President and CEO, Dan Collins, ensuring continuity for its existing customers and markets in Arizona and North Dakota.

A New Chapter for Financial Inclusion and Corporate Structure

At the heart of the acquisition is OppFi's mission to enhance financial inclusion. The company has long focused on providing credit to consumers who are often turned away by mainstream banks. With a national bank charter and lower funding costs, OppFi plans to expand its suite of products, leveraging its machine learning and analytics to offer a broader range of responsible credit, savings, and wealth management services across more states.

In a parallel and equally strategic maneuver, OppFi has already completed a simplification of its corporate structure, converting from a complex Up-C model to a standard C-Corp effective April 28. This reorganization streamlines accounting, unifies all stockholders into a single class of common stock, and makes the company's financial reporting more transparent to investors and regulators.

Critically, the restructuring included the termination of a Tax Receivables Agreement (TRA) for a one-time payment of $40.8 million. While a significant cash outlay, this move eliminated a complex future liability and, through the mechanics of the reorganization, created approximately $466 million in tax-amortizable goodwill. The company estimates this will generate approximately $111 million in future cash tax savings, further strengthening its balance sheet for the journey ahead as a newly minted banking institution.