OppFi to Acquire BNC National Bank in $130M Bank Charter Deal

Chicago-based fintech OppFi has agreed to acquire BNCCORP and its subsidiary BNC National Bank for approximately $130 million, a cash and stock deal that will hand the digital lender a national bank charter and roughly $1.1 billion in assets when it closes in the fourth quarter of 2026. The OppFi acquisition of BNC marks one of the most consequential charter purchases by a publicly traded fintech since the SoFi-Golden Pacific Bancorp deal closed in early 2022, and signals a renewed appetite among digital lenders to absorb regulated deposit institutions rather than partner with them.

What does the deal actually buy OppFi?

Under the agreement, BNCCORP shareholders will receive $19.375 per share in cash plus 1.90 shares of OppFi Class A common stock for each BNCC share. OppFi shareholders will own roughly 93% of the combined entity at closing, with BNCC holders taking the remaining 7%. The transaction values BNCCORP at approximately 1.2 times its December 31, 2025 book value of $107 million.

The target is not a shell. BNC, headquartered in Glendale, Arizona and founded in 1987, generated $51 million in interest income and $10 million in net income in 2025, and held approximately $1.0 billion in deposits at year-end. Critically for OppFi, those deposits carry a blended cost below 2%, materially cheaper than the warehouse and securitization funding that has historically supported its OppLoans installment product.

Why is OppFi buying a charter now?

For finance professionals tracking the fintech-bank convergence trade, the timing is the story. OppFi has operated for years under a bank-partnership model, originating loans through chartered partners while bearing the regulatory and reputational exposure of a true-lender debate that has flared repeatedly in state legislatures. Owning a national charter under direct supervision of the Office of the Comptroller of the Currency and the Federal Reserve removes that ambiguity in a single move.

It also resolves a strategic problem that has dogged non-bank lenders since the 2023 regional banking stress: funding cost. Bank deposits at sub-2% give OppFi a structurally lower-cost liability base than the asset-backed markets it currently relies on, and unlock product categories, SBA lending, secured consumer credit, and wealth management, that were effectively closed to it as a non-bank.

What are the financial expectations?

OppFi has guided to synergies of at least $60 million in year one post-close, more than $90 million in year two, and over $115 million in year three, sourced from geographic expansion and funding optimization rather than headcount cuts. Management expects adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028, with adjusted return on assets of 10%-plus and adjusted return on equity of 35%-plus by 2028.

Those return metrics, if delivered, would place the combined entity well above the FDIC's reported industry averages for community banks, where ROA typically sits around 1% and ROE in the low double digits. The math depends heavily on OppFi's ability to migrate origination volume onto BNC's balance sheet without provoking regulatory pushback on consumer credit concentration, a known sensitivity for OCC examiners reviewing fintech-bank combinations.

How is OppFi cleaning up its corporate structure?

In a separate but related move announced alongside the deal, OppFi has collapsed its Up-C structure into a conventional C-corporation. All shareholders now hold a single class of Class A common stock with identical economic and voting rights, and Opportunity Financial, LLC has become a wholly-owned subsidiary.

The reorganization triggered termination of the Tax Receivables Agreement dated July 20, 2021, with an early-termination payment of approximately $40.8 million to TRA members at a discount to the contractual amount. The step-up generated roughly $466 million in tax-amortizable goodwill, expected to deliver around $111 million in future cash tax savings with no continuing TRA liability. For investors, the practical effect is the elimination of a complex tax-sharing overhang that has historically depressed valuation multiples for Up-C fintechs.

Who is advising the transaction?

Sidley Austin LLP is acting as legal advisor and Moelis & Company as financial advisor to OppFi. Fredrikson & Byron is legal advisor and Piper Sandler & Co. is financial advisor to BNCCORP. Closing is conditioned on BNCC shareholder approval and regulatory clearance from the OCC, Federal Reserve and FDIC. No OppFi shareholder vote is required.

Following close, OppFi Inc. will become a bank holding company and contribute substantially all of its operations into a new bank subsidiary, OppFi Bank, N.A. BNC will continue as a community banking division under existing CEO Dan Collins. Todd Schwartz remains CEO and Executive Chairman of the parent, and BNCC Chairman Michael Vekich will join the OppFi Bank board.

Why This Matters to FinanceX Readers

The OppFi-BNC deal is a live test of whether subprime-adjacent digital lenders can credibly transition into chartered banks under current OCC leadership.

For investors, the accretion math is attractive but contingent on regulatory tolerance for a high-yield consumer book sitting inside a federally supervised institution.

For competitors still operating under bank-partnership models, including Upstart and Pagaya, the deal raises an uncomfortable question: at what point does charter ownership become table stakes rather than strategic option?

Watch the regulatory approval timeline closely, the conditions imposed by the OCC will set the template for the next wave of fintech-bank consolidation.

By Koen Vanderhoydonk - FinanceX Magazine