Business Context and Reporting Period
This Form 8-K, dated April 28, 2026, reports that OppFi Inc. has entered into a definitive Merger Agreement to acquire BNCCORP, Inc. ("BNCC") and simultaneously executed a Corporate Simplification Agreement to restructure its own corporate hierarchy. The filing details the terms of the proposed transaction, the simplification of OppFi's operating company structure, and the termination of its existing Tax Receivables Agreement (TRA).
Key Financial Metrics and Transaction Terms
- Transaction Value: Approximately $130.7 million, based on the closing price of OppFi Class A Common Stock on April 28, 2026.
- Merger Consideration: BNCC shareholders will receive $19.375 in cash and 1.90 shares of OppFi Class A Common Stock for each BNCC share.
- Post-Transaction Ownership: Existing OppFi stockholders are expected to own approximately 93% of the combined company; former BNCC stockholders approximately 7%.
- TRA Termination Payment: An aggregate early termination payment of $40.8 million is required to settle the Tax Receivables Agreement, payable in installments on May 8, 2026, and September 1, 2026.
- Unregistered Equity Issuance: OppFi issued 734,851 shares of Class A Common Stock in connection with the Corporate Simplification (OpCo Merger).
- Regulatory Capital Requirements: BNCC and BNC National Bank must maintain a common equity tier 1 capital ratio of no less than 12% and tangible common equity of at least $111,952,000.
Material Changes and Strategic Actions
The filing announces two primary material changes:
- Acquisition of BNCC: OppFi will merge with BNCC, with BNCC's subsidiary, BNC National Bank, becoming "OppFi Bank, N.A." OppFi intends to contribute substantially all of its assets, liabilities, and operations into the bank following the closing.
- Corporate Simplification: OppFi converted its operating company (OpCo) units into Class A Common Stock and merged OpCo into OppFi. This action eliminates the dual-class structure for external holders, ensuring all stockholders hold Class A Common Stock with identical economic and voting interests.
Guidance, Outlook, Risks, and Contingencies
- Closing Timeline: The transaction is expected to close in the fourth quarter of 2026, subject to conditions.
- Conditions Precedent: Closing is contingent upon BNCC stockholder approval, regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve, satisfaction of capital requirements, and the effectiveness of a Form S-4 registration statement.
- Termination Fees:
- BNCC must pay approximately 3.5% of the transaction value if it accepts a superior proposal or breaches certain covenants.
- OppFi must pay approximately 1.5% of the transaction value if the deal is terminated due to failure to obtain regulatory approvals.
- Voting Agreements: Holders controlling approximately 20% of BNCC shares have agreed to vote in favor of the transaction and are subject to lock-up restrictions on the OppFi shares they receive.
- Risks: The filing highlights risks related to regulatory approval delays, integration challenges, macroeconomic conditions, and the potential imposition of "Burdensome Conditions" by regulators.
Investor Verification Checklist
- Verify the final terms and conditions in the upcoming Form S-4 registration statement and proxy statement/prospectus.
- Confirm the receipt of required regulatory approvals from the OCC and Federal Reserve without Burdensome Conditions.
- Monitor the approval vote by BNCC stockholders.
- Assess the impact of the $40.8 million TRA termination payment on OppFi's immediate liquidity and cash flow.
- Review the integration plan for transferring OppFi's assets and operations into the newly renamed OppFi Bank, N.A.