#United States #Chicago #Digital Finance #BNCCORP #OppFi

OppFi's Major Acquisition: A Game Changer in Digital Banking

On April 29, 2026, OppFi Inc. (NYSE: OPFI) made headlines with the announcement of a transformative acquisition agreement for BNCCORP, Inc. (OTCQX: BNCC) and its subsidiary, BNC National Bank. Valued at about $130 million, this move is set to enhance OppFi's standing in the financial services market.

Strategic Merger Overview

By merging with BNC, which is headquartered in Glendale, Arizona, and has around $1.1 billion in total assets, OppFi aims to create a more diversified financial services provider. The acquisition will fuse OppFi's advanced digital lending platform with BNC's national bank charter and broad banking infrastructure, resulting in a powerful combination that promises improved customer service and operational simplification.

The acquisition details outline that each BNCC stockholder will receive $19.375 in cash coupled with 1.90 shares of OppFi Class A common stock per owned BNCC share. Once the transaction closes, OppFi shareholders will hold approximately 93% of the newly combined entity, while BNCC shareholders will own about 7%.

Growth and Compliance Advantages

Todd Schwartz, CEO and Executive Chairman of OppFi, emphasized the acquisition’s potential to unlock growth and diversification. He stated, “The transformative combination of OppFi’s digital-first platform and BNC's national bank charter offers significant opportunities. This will help to simplify compliance and risk management by operating under unified regulatory supervision.”

This strategic merger is anticipated to strengthen the combined balance sheets of both companies, supporting ongoing growth. Key benefits include:

• - Operational Simplification: The union will streamline lending and deposit offerings under a unified regulatory framework.
• - Expansion of Product Offerings: Through this synergy, OppFi will be able to offer a comprehensive suite of financial services across more states.
• - Enhanced Financial Foundation: Access to BNC’s consistent low-cost deposit base will enable diverse funding opportunities and lower costs.

Financial Outlook and Projections

Financially, the deal is projected to be significantly accretive, with Adjusted EPS anticipated to rise more than 25% in 2027 and over 40% in 2028. Furthermore, OppFi aims to generate at least $60 million in synergies in the first post-closing year, increasing to over $115 million by the third year. The strategic plan suggests that the acquisition will enhance liquidity, which is crucial for any financial institution’s long-term success.

Simplification of Corporate Structure

In conjunction with the acquisition, OppFi is simplifying its corporate structure. The company is transitioning from its Up-C model to a traditional C-Corp framework. This strategic choice is designed to enhance tax efficiency and reduce administrative burdens, allowing for a more straightforward operational model. Each stockholder will now possess Class A common stock with identical economic and voting rights.

Such a move aligns with the overarching goal of scaling OppFi's platforms to meet federal bank supervision standards efficiently and effectively.

Leadership Changes and Future Directions

Post-merger, OppFi will transition into a bank holding company and will place its assets, liabilities, and operations predominantly into its bank subsidiary, OppFi Bank, N.A. BNC will continue to operate under its current management while being integrated into OppFi Bank's structure. Todd Schwartz will preside as CEO and Executive Chairman of the merged entity, with Michael Vekich joining the board of OppFi Bank.

This merger signifies a pivotal moment for both companies, merging community banking with cutting-edge digital technology, thereby enhancing service offerings for traditionally underserved demographics. The potential to serve more customers with convenient banking solutions is now more promising than ever.

As this acquisition unfolds, stakeholders from both OppFi and BNC are hopeful for the substantial benefits that this partnership will bring. The anticipated enhancements in customer experience and the financial landscape certainly make this an exciting time in the digital finance sector.