OppFi, a Chicago-based tech-enabled digital finance platform listed on the NYSE, has signed a definitive agreement to acquire BNCCORP and its wholly owned subsidiary, BNC National Bank, in a cash and stock transaction valued at approximately $130 million. Under the terms of the agreement, BNCC stockholders will receive $19.375 per share in cash and 1.90 shares of OppFi Class A common stock for each BNCC share, representing approximately 1.2 times BNCC’s book value of $107 million as of December 31, 2025.
BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona, with approximately $1.1 billion in total assets and $1.0 billion in total deposits as of December 31, 2025. Founded in 1987, BNC serves individuals and small-to-medium-sized businesses across North Dakota and Arizona, with strengths in SBA lending, commercial finance, and relationship-driven banking. For the year ending December 31, 2025, BNC generated $51 million in interest income and $10 million in net income.
The combination pairs OppFi’s digital lending platform and machine learning capabilities with BNC’s national bank charter, stable deposit base, and community banking infrastructure. BNC’s deposit base carries a cost of less than 2%, providing OppFi with diversified, lower-cost funding. The transaction will enable OppFi to offer centralized lending and deposit products under unified regulatory supervision by the Federal Reserve and the Office of the Comptroller of the Currency, streamlining compliance and risk management. Geographic expansion and SBA lending, secured consumer lending, and wealth management represent key growth opportunities for the combined entity.
In conjunction with the acquisition, OppFi has simplified its corporate structure by collapsing its Up-C structure into a traditional C-Corp model, with all stockholders now holding Class A common stock with identical economic and voting interests. OppFi terminated its Tax Receivables Agreement at a discounted early termination payment of approximately $40.8 million, resulting in approximately $466 million in tax amortizable goodwill and expected future cash tax savings of approximately $111 million.
Following close, OppFi will become a bank holding company and contribute all of its assets substantially into OppFi Bank, N.A., with BNC continuing as a community banking division under Dan Collins and the existing BNC management team. Todd Schwartz will lead the combined company as CEO and Executive Chairman. Michael Vekich will serve on the board of OppFi Bank.
OppFi projects savings of at least $60 million in the first year post-closing, growing to over $115 million by year three, driven by geographic expansion and funding optimization without assumed headcount reductions. The transaction is expected to generate adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028. Following close, BNCC stockholders will own approximately 7% of the combined company. The transaction is expected to close in the fourth quarter of 2026, subject to stockholder and regulatory approvals.
SUPPORT:
Sidley Austin served as legal advisor and Moelis & Company served as financial advisor to OppFi. Fredrikson & Byron served as legal advisor and Piper Sandler served as financial advisor to BNCC.
KEY QUOTES:
“The transformative combination of OppFi’s digital-first platform and BNC’s national bank charter unlocks significant opportunities for growth and product diversification. Combining our operations under unified regulatory supervision simplifies and strengthens our compliance and risk management. This will position OppFi/BNC for long-term scalability and sustainable growth.”
“As we continue to evolve, simplifying our corporate structure is a logical step to support the long-term scalability of our platform. By moving to a traditional C-Corp model, we aim to remove administrative complexity and ensure our structure aligns with the rigorous standards of federal bank supervision.”
Todd Schwartz, CEO and Executive Chairman, OppFi
“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. We look forward to enhancing the value we provide our customers, through increased technical capabilities and broader product options.”
Michael Vekich, Chairman, BNCCORP
“This transaction significantly strengthens our capital base, enabling us to maximize our growth potential. With greater financial flexibility and enhanced digital capabilities, we will be well positioned to elevate the customer experience and better serve our customers as their needs continue to evolve.”
Dan Collins, President and CEO, BNCCORP
