OppFi withdraws applications to buy BNC National Bank
OppFi withdrew OCC, Fed and FDIC applications to buy BNC National Bank, while its $130.7 million merger agreement with BNCCORP remains fully in effect.
Having tracked nonbank applications for a national bank since Enova International withdrew from Grasshopper Bank on September 14, OppFi Inc., on November 3, 2026, withdrew its applications to the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (FDIC) to buy BNCCORP, Inc., and BNC National Bank. Item 8.01 of that day's Form 8-K states that the April 28 merger agreement has not been terminated and remains in effect.
OppFi, BNCCORP and Birch Merger Sub, LLC signed on April 28, 2026. Each BNCCORP share was to convert into $19.375 in cash plus 1.90 shares of OppFi Class A common stock, a package the April 28 Form 8-K valued at approximately $130.7 million, with OppFi stockholders expected to hold about 93% and former BNCCORP stockholders about 7%. The agreement would rename BNC National Bank as OppFi Bank, N.A. The April 29 release described it as a Glendale, Arizona national bank with approximately $1.1 billion of assets and approximately $1.0 billion of deposits as of December 31, 2025, at a deposit cost below 2%.
What came off the agencies' desks
Closing had been aimed at the fourth quarter, subject to a BNCCORP stockholder vote and approvals from the OCC, the Federal Reserve and the FDIC. The November 3 release says OppFi briefed those agencies before signing and answered extensive information requests, then withdrew, citing communication limits in the application process and a lack of articulated objective standards.
We believe that our applications satisfied the existing statutory criteria for approval, but there is a lack of clearly articulated standards by which those criteria are being used to evaluate our applications and the proposed combination with BNC.
That is Todd Schwartz, chief executive officer and executive chairman of OppFi, who also said the company can build long-term value under a charter or outside one. The release leaves room for a revised structure that could still seek the approvals.
Who pushed, and who is still filing
Enova withdrew OCC and Federal Reserve applications to buy Grasshopper Bancorp on September 14, 50 days earlier. Chief Executive Steve Cunningham called that the best decision for Enova and its shareholders and tied it to the absence of clear standards for nonbanks that want to become banks, in Enova's release. OppFi has now taken the same path on the applications and left the April contract in force, which is the distinction the Grasshopper withdrawal left open.
On September 30, Senators Elizabeth Warren and Chris Van Hollen wrote to Schwartz that OppFi should withdraw its national-bank application immediately. Their letter cites Enova and a July letter from 20 state attorneys general asking the agencies to reject both applications. The Form 8-K furnishes OppFi's own release. Chime's agreement to buy its deposit partner and Sezzle's filing for a new national bank are deposit and Buy Now, Pay Later (BNPL) paths that are still moving. Chairman Michael Vekich and President and Chief Executive Dan Collins endorsed the combination in April, and the November materials quote Schwartz alone.
Guidance, and a cheap option on the charter
OppFi reaffirmed its revised full-year guidance of revenue between $600 million and $610 million, adjusted net income between $115 million and $120 million, and adjusted earnings per share (EPS) between $1.34 and $1.40, on about 86 million diluted shares. Adjusted net income and adjusted EPS are non-GAAP measures, with the historical reconciliation in the October 28 earnings release. The April release put BNC's 2025 net income at $10 million and sketched at least $60 million of first-year synergies, a case the withdrawal has pushed off its original closing timetable.
If BNCCORP validly terminates because regulatory approvals fail, the April 28 Form 8-K requires OppFi to pay approximately 1.5% of transaction value, about $1.96 million on the $130.7 million figure in that filing. A superior proposal would cost BNCCORP approximately 3.5%, about $4.6 million on the same figure. Set beside deposits of about $1.0 billion at a stated cost below 2%, the regulatory fee is a cheap option on the charter for the buyer and a modest remedy for the seller.
A revised filing is the likelier next step, ahead of a return to pure partner-bank lending. Schwartz has already separated earning power from the charter, and the November 3 release keeps a modified structure available. Until a termination notice arrives, the purchase of BNC National Bank is delayed, and it is still a purchase.
Adjusted net income and adjusted EPS, as OppFi defines them in the November 3, 2026 release, are non-GAAP measures, and the company said a GAAP reconciliation of the full-year projection could not be prepared with reasonable certainty. Securities of OppFi and BNCCORP can lose value, and the merger terms described here can change or lapse.
Reporting by Rick Steves. Filed 5 November 2026, 10:44 GMT.
Senior Reporter, Regulation and Fintech
Rick Steves has seen business and economics through many lenses. He joined the financial services industry in 2009, and has been a financial journalist since 2011.
