OppFi’s $130 Million Acquisition of BNC National Bank Sets Stage for Expansion and 40%+ EPS Growth

Transformative Acquisition Combines Digital Innovation with Traditional Banking Strength

OppFi is making a high-impact move: the company has signed a $130 million definitive agreement to acquire BNCCORP, Inc. and its subsidiary BNC National Bank, blending OppFi’s digital lending platform with BNC’s nationwide banking presence. This combination is more than just an acquisition—it signals accelerated geographic growth, broader product offerings, and a robust boost to OppFi’s financial profile, all while simplifying its corporate structure to increase efficiency and transparency.

Deal Details: $130 Million Transaction Enhances Scale and Reach

This cash and stock deal values BNC at about 1.2x its $107 million book value (as of December 31, 2025), giving BNC shareholders $19.38 per share in cash and 1.90 OppFi Class A shares for each BNCC share. Upon closing, expected in Q4 2026, OppFi shareholders will control 93% of the merged entity, with BNC shareholders holding 7%.

Financial Profile and Projected EPS Accretion Are Strong—Adjusted EPS Expected to Jump 40%+ in 2028

The acquisition promises more than operational efficiency. OppFi projects adjusted EPS accretion of at least 25% by 2027 and over 40% in 2028, bolstered by expected synergies of at least $60 million in year one post-closing, $90 million in year two, and $115 million in year three. The new entity is also expected to generate an adjusted return on assets (ROA) above 10% and adjusted return on equity (ROE) above 35% by 2028.

Balance Sheet Strengthened by Low-Cost Deposits and Growth Opportunities

Thanks to BNC's $1 billion in low-cost deposits (less than 2%), OppFi gains access to a diversified and inexpensive funding source, unlocking new products such as wealth management and Small Business Administration (SBA) lending. This move enhances OppFi’s ability to serve a wider range of customers, particularly those typically underserved by big banks.

Corporate Structure Simplified, Unlocking Tax and Operational Efficiencies

OppFi isn’t just merging with BNC; it’s also simplifying its corporate structure. The newly collapsed Up-C structure into a C-Corp removes unnecessary administrative burdens and terminates the previous Tax Receivables Agreement (TRA). This transition triggers a tax amortizable goodwill of $466 million, which is expected to save $111 million in future cash taxes—a meaningful windfall for shareholders. All OppFi shareholders now have equal rights under a single class of common stock, further aligning interests and enhancing transparency.

Execution and Integration Roadmap: Seamless Transition, No Headcount Cuts Planned

The boards of both companies have approved the merger, which now awaits regulatory clearance from the OCC, Federal Reserve, and FDIC. Importantly, OppFi’s business plan does not count on job cuts for cost savings; synergy targets focus on geographic reach and funding optimization. Post-closing, OppFi will become a bank holding company, contributing nearly all assets and operations to its new OppFi Bank, N.A. BNC will maintain its community banking identity and local leadership under the OppFi umbrella.

Key Takeaways for Investors: Significant Value Creation and Streamlined Future

OppFi’s acquisition of BNC, paired with the structural simplification, aims to unlock rapid national expansion, enable efficient product rollout, and substantially lift profits and shareholder value—without complex, risky restructurings. If regulatory and shareholder approvals proceed as planned, this combination could transform OppFi’s competitive position in digital consumer and business finance.

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