OppFi to acquire BNCCORP for ~$130.7M; completes corporate simplification

OppFi Inc.

Merger consideration: $19.375 cash + 1.90 OppFi shares per BNCC share; total value ~$130.7M.
BNCC stockholders to own ~7% of combined co.; close expected Q4 2026 subject to approvals.
Corporate simplification: all OpCo units exchanged for Class A common; dual-class structure eliminated.
TRA terminated with early termination payment of $40.8M, payable in two installments (May 8, Sep 1, 2026).
Voting agreements cover ~20% of BNCC stock; termination fees: BNCC 3.5%, OppFi 1.5%.

item 1.01 item 1.02 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

OppFi Inc. issued 734,851 shares of Class A Common Stock of common stock.

Security: common stock
Shares: 734,851 shares of Class A Common Stock

Exact text from the filing

OppFi issued 734,851 shares of Class A Common Stock to a holder of OpCo Units that were originally issued to such holder in connection with OppFi’s acquisition of a 35% interest in Bitty Holdings, LLC.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OppFi Inc. entered into Agreement and Plan of Merger with BNCCORP, Inc. and Birch Merger Sub, LLC valued at approximately $130.7 million (effective 2026-04-28).

Action: entry
Agreement: merger
Counterparty: BNCCORP, Inc. and Birch Merger Sub, LLC
Value: approximately $130.7 million
Effective: 2026-04-28

Exact text from the filing

On April 28, 2026, OppFi Inc., a Delaware corporation (“OppFi”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BNCCORP, Inc., a Delaware corporation (“BNCC”), and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Merger Sub”).

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OppFi Inc. filing history →

Source: SEC EDGAR

accession 0001818502-26-000030

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