Dive Brief:

• Chicago-based fintech OppFi will acquire BNCCORP and its subsidiary BNC National Bank in a $130 million cash-and-stock deal, the companies announced Wednesday. 
• The transaction, which would create a $2 billion-asset bank, is expected to close in the fourth quarter. 
• The Glendale, Arizona-based lender had about $1.1 billion in assets and $1 billion in deposits as of Dec. 31, 2025, according to a news release.

Insight:

OppFi, a subprime lender offering consumer and small-business loans, says it caters to consumers “underserved by traditional financing options.”

Pairing its online lending platform with BNC’s national bank charter “unlocks significant opportunities for growth and product diversification,” OppFi CEO Todd Schwartz said in the news release.

“Combining our operations under unified regulatory supervision by the [Office of the Comptroller of the Currency] and Federal Reserve simplifies and strengthens our compliance and risk management,” Schwartz said. “This will position OppFi/BNC for long term scalability and sustainable growth.”

The $130 million purchase price is about 1.2 times BNCC's book value of $107 million as of the end of last year.

Under the deal, BNCC shareholders will receive $19.375 per share in cash and 1.90 shares of OppFi stock for each BNCC share they own. OppFi shareholders will own about 93% of the combined company, and BNCC stockholders about 7%. 

The deal also gives OppFi access to low-cost funding, and enables it to offer more banking services – including checking and savings products, Small Business Administration lending, secured consumer lending and wealth management services – on a national scale.

OppFi expects to generate $60 million in synergies in the first year after the deal closes, and about $115 million by the third year, it said.

The company is basing that on “achievable geographic expansion as well as funding optimization,” according to the release. The plan “does not assume headcount reduction,” OppFi said. 

The transaction is expected to generate adjusted earnings-per-share accretion of about 25% in 2027 and 40% in 2028, the company said. OppFi didn’t specify what the combined company’s capital ratios would be, other than saying it will be “well above capitalized thresholds,” according to a presentation on the deal. 

“This transaction significantly strengthens our capital base, enabling us to maximize our growth potential,” BNCC CEO Dan Collins said in the release. “With greater financial flexibility and enhanced digital capabilities, we will be well positioned to elevate the customer experience and better serve our customers as their needs continue to evolve.”

Through the transaction, OppFi will become a bank holding company and said it expects to put substantially all of its assets, liabilities and operations into its bank subsidiary, OppFi Bank, N.A. 

BNC, led by Collins and the existing bank management team, will become a community banking division within OppFi Bank and continue normal operations, OppFi said. Schwartz will be CEO of the combined company and BNCC Chair Michael Vekich will serve on OppFi Bank’s board.

To offer its loan services, OppFi has thus far partnered with FinWise Bank, First Electronic Bank and Capital Community Bank, all based in Utah. Decreased reliance on those partners will enable OppFi “to capture increased economics from its loans,” the company said in the presentation. 

OppFi has faced regulatory scrutiny in the past: In 2021, the company agreed to pay $1.5 million in restitution to more than 4,000 Washington, D.C., residents as part of a settlement agreement, after D.C.’s attorney general sued the company over excessive interest rates. 

Earlier that year, the Consumer Financial Protection Bureau opted not to take an enforcement action against the fintech after probing whether the company’s practices violated the Military Lending Act, which caps at 36% the interest rate lenders can charge military borrowers on consumer loans. 

And the company has fought back against the California Department of Financial Protection and Innovation’s 2022 claim that OppFi engages in a “rent-a-bank” partnership with FinWise that’s designed to allow OppFi “to circumvent interest rate limits.” A California state judge this year preliminarily ruled the DFPI cannot classify the fintech-bank partnership as unlawful, according to the ABA Banking Journal. 

Trump-appointed regulators’ openness to mergers, acquisitions and chartering has bolstered expectations of fintechs obtaining charters, either through applying for a charter themselves or buying a bank. Last year, fintech SmartBiz bought a Northbrook, Illinois-based bank. And in December, fintech Enova said it would buy digital bank Grasshopper Bank.

Brian Graham, co-founder of financial services advisory firm Klaros Group, has said fintechs are looking for small banks with few branches and a simple business model.

Nonbank firms “see this window of opportunity, and they want to seize it,” Graham said. 

“Not only is that competition for the traditional banking sector, but it's competition on a level playing field,” he said.