OppFi Inc. 8-K

What Happened

• OppFi Inc. announced on April 28–29, 2026 that it entered into an Agreement and Plan of Merger to acquire BNCCORP, Inc. (BNCC). Under the deal BNCC will merge into an OppFi subsidiary and BNC National Bank (BNCC’s bank subsidiary) will become OppFi Bank, N.A. The transaction values BNCC at approximately $130.7 million based on OppFi’s April 28, 2026 stock price.
• At the Effective Time each BNCC common share (other than excluded shares) will receive $19.375 in cash plus 1.90 shares of OppFi Class A common stock. OppFi expects existing OppFi holders to own ~93% of the combined company and former BNCC holders ~7% after closing. Closing is expected in Q4 2026 and is subject to BNCC shareholder approval and customary regulatory approvals (OCC and Federal Reserve), among other conditions.

Key Details

• Merger consideration: $19.375 cash + 1.90 OppFi Class A shares per BNCC share; transaction valued ≈ $130.7M (Apr 28, 2026 price).
• Regulatory and capital conditions include required approvals from the OCC and Federal Reserve and BNCC/BNC to be “well capitalized,” with CET1 ≥ 12% and minimum tangible common equity ≥ $111,952,000.
• Voting Agreements: certain BNCC holders controlling ~20% of BNCC shares agreed to vote in favor and granted irrevocable proxies; post-closing lock-ups limit transfers for 180/270/365-day tiers (50% at 180 days, 75% at 270 days).
• Corporate simplification: OppFi completed an OpCo merger and exchanged OpCo units for Class A shares so OppFi now owns ~94.7% of OpCo; OppFi agreed to a $40.8M aggregate early termination payment to terminate the Tax Receivables Agreement (TRA), payable May 8 and Sept 1, 2026 (subject to acceleration on closing).
• Unregistered issuance: OppFi issued 734,851 shares of Class A Common Stock in the OpCo Merger to a Bitty Holdings–related holder; issuance relied on Section 4(a)(2)/Reg D exemptions.

Why It Matters

• This transaction would give OppFi an in-house national bank (BNC → OppFi Bank, N.A.) and is positioned to broaden OppFi’s product set and geographic reach through a bank charter, which may affect funding, lending, and regulatory oversight.
• The deal is conditional on significant regulatory approvals and capital thresholds—investors should note execution risk and potential regulatory- imposed conditions that could affect the expected benefits or timing.
• The corporate simplification eliminates the TRA and triggers a $40.8M early termination payment, which removes ongoing TRA obligations but is a near-term cash outflow; OppFi states it expects meaningful future tax basis step-up benefits as a result.
• Post-transaction ownership is expected to be highly dilutive to BNCC holders (OppFi shareholders retain ~93%); the merger consideration and lock-up terms affect dilution, timing of share availability, and potential market impact on OppFi stock.