BNCCORP, INC. (OTCQX Markets: BNCC) (“BNCC”) and its wholly owned subsidiary, BNC National Bank (“BNC”) announced today it has signed a definitive agreement to be acquired by OppFi Inc. (NYSE: OPFI) (“OppFi”), a tech-enabled digital finance platform, in a cash and stock transaction valued at approximately $130 million.

The transaction brings together two complementary, market-leading businesses, combining OppFi’s sophisticated online lending platform with BNC’s national bank charter and diversified banking infrastructure to create a stronger, more diversified, more scalable financial services provider.

BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona and operating as a subsidiary of BNCCORP, Inc. (BNCC), providing a broad range of financial services to individuals and small-to-medium-sized businesses across markets such as North Dakota and Arizona with approximately $1.1 billion in total assets and approximately $1.0 billion in total deposits as of December 31, 2025. Founded in 1987, BNC emphasizes relationship-driven banking, offering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business financing and SBA lending.

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.

“The Board of Directors of BNCC unanimously supports this unique opportunity to bring together best in class organizations in a move which is in the best long-term interests of BNC Bank, BNCC’s stockholders and the communities we call home. 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,” said BNCC Chairman, Michael Vekich.

Mr. Vekich continued, “We look forward to enhancing the value we provide our customers, through increased technical capabilities and broader product options. This is an exciting moment in our proud history.”

“This agreement brings together two like-minded organizations. A customer-focused mindset will serve as our north star as we navigate the ever-changing financial services landscape,” said Dan Collins, BNCC President and CEO.

“The transformative combination of OppFi’s digital-first platform and BNC’s national bank charter unlocks significant opportunities for growth and product diversification,” said Todd Schwartz, CEO and Executive Chairman of OppFi. “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 maximize the strengths of our businesses and continue to find ways to better serve customers who have been traditionally underserved by banks.”

Transaction Details and Leadership

• The transaction has been unanimously approved by the boards of both companies. The transaction is subject to BNCC stockholder approval, regulatory approvals, and other customary closing conditions. The transaction is expected to close during the fourth quarter of 2026.
• For the year ending December 31, 2025, BNC generated $51 million of interest income and $10 million in net income. The transaction consideration represents approximately 1.2x of BNCC’s book value of $107 million at December 31, 2025.
• BNCC stockholders will own approximately 7% of the combined company and OppFi stockholders will own approximately 93% following closing.
• OppFi expects to generate substantial synergies of at least $60 million in the first-year post-closing, $90 million in the second year post-closing, and over $115 million in the third year post-closing. Synergies are based on achievable geographic expansion as well as funding optimization. The business plan does not assume headcount reduction.
• The transaction is expected to be significantly accretive, generating Adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028.
• The combination of OppFi and BNCC creates a banking organization that will be well capitalized with significant liquidity, with expected return on assets and return on equity generation by 2028 of 10%+ and 35%+, respectively.
• Following the closing, OppFi Inc. will become a bank holding company and plans to contribute substantially all of its assets, liabilities and operations into its bank subsidiary, OppFi Bank, N.A. BNC will continue normal operations as a community banking division within OppFi Bank and will continue to be led by Dan Collins and the existing BNC management team. Todd Schwartz will lead the combined company as Chief Executive Officer and Executive Chairman. Michael Vekich will serve on the board of directors of OppFi Bank.