OppFi has agreed to acquire Arizona-based BNCCORP and its wholly owned unit, BNC National Bank, in a cash-stock transaction worth about $130m.
BNC National Bank is a nationally chartered commercial bank based in Glendale, Arizona.
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As of 31 December 2025, it had roughly $1.1bn in total assets and about $1bn in total deposits.
Under the agreed terms, BNCC shareholders will receive $19.375 in cash for each share and 1.90 OppFi Class A common shares for every BNCC share they hold.
After the deal closes, OppFi shareholders are expected to own around 93% of the combined group, with BNCC shareholders holding about 7%.
The transaction would bring together OppFi’s online lending operations and BNC’s national bank charter and banking infrastructure.
The combination would place lending and deposit products under the supervision of the Federal Reserve and the Office of the Comptroller of the Currency, while bringing compliance, risk management and back-office functions into a single structure.
The deal would broaden OppFi’s reach in additional states and support products including small business administration lending, secured consumer lending and wealth management.
The transaction would also give OppFi access to BNC’s deposit base, which has a funding cost of less than 2%.
OppFi CEO and executive chairman Todd Schwartz said: “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.
“We are excited to get to work with BNC’s team to maximise the strengths of our businesses and continue to find ways to better serve customers who have been traditionally underserved by banks.”
The boards of both companies have unanimously approved the agreement.
Completion is expected in the fourth quarter of 2026, subject to regulatory approvals.
OppFi shareholders do not need to vote on the deal.
OppFi said the acquisition is expected to increase adjusted earnings per share by more than 25% in 2027 and by more than 40% in 2028.
Once the transaction is completed, OppFi is set to become a bank holding company and intends to move substantially all of its assets, liabilities and operations into its bank subsidiary, OppFi Bank, N.A.
BNC will continue operating as a community banking division within OppFi Bank.
Dan Collins and the current BNC management team are expected to remain in place.
Todd Schwartz is set to head the combined company as CEO and executive chairman, while Michael Vekich will join the board of directors of OppFi Bank.
BNCC chairman Michael Vekich added: “This is an exciting opportunity to align our community-focused banking tradition with OppFi’s world-class digital innovation. Together, we will bring new capabilities and product options to customers. This is a significant moment in our proud history.”
