OppFi Provides Update on Pending BNC Acquisition

OppFi withdraws BNC acquisition bid but reaffirms ambitious 2026 financial targets.

What the company is saying

OppFi Inc. (NYSE:OPFI) announces it has withdrawn its regulatory applications to acquire BNCCORP, Inc. (OTCQX:BNCC) and BNC National Bank, citing communication restrictions and a lack of clear regulatory standards as key obstacles. The company frames this as a process issue rather than a business weakness, emphasizing proactive engagement with the OCC, Federal Reserve, and FDIC and asserting that its applications met statutory criteria. CEO and Executive Chairman Todd Schwartz is the primary spokesperson, urging regulators to clarify approval standards for fintech-bank combinations and reiterating confidence in OppFi’s ability to create long-term value with or without a national bank charter. The announcement shifts focus to OppFi’s ongoing strategic transformation into a more diversified, technology-enabled financial platform and reaffirms full-year 2026 guidance. The company highlights its consumer reputation, citing a 4.4/5.0 Trustpilot rating from over 5,800 reviews, and notes a 35% equity stake in Bitty Holdings, LLC. The tone is defensive but forward-looking, with an emphasis on resilience and continued execution.

What the data suggests

The only hard financial figures are forward-looking, non-GAAP projections for 2026: total revenue between $600 million and $610 million, adjusted net income between $115 million and $120 million, and adjusted EPS between $1.34 and $1.40, based on approximately 86 million diluted shares. No historical or current-period financial results are disclosed, and there is no GAAP reconciliation for the guidance figures. The withdrawal of the BNC acquisition is a realised setback, and no pro forma or synergy data is provided to quantify the lost opportunity. The 4.4/5.0 Trustpilot rating from over 5,800 reviews suggests positive customer sentiment but does not address financial or operational performance. The 35% equity interest in Bitty Holdings, LLC is disclosed without valuation or income contribution detail. The absence of period-over-period data, actual results, or context for the guidance numbers limits the ability to assess OppFi’s financial trajectory or the credibility of its targets. The data set is incomplete for rigorous analysis, and the narrative relies heavily on future potential.

Analysis

The announcement is primarily a regulatory update disclosing the withdrawal of OppFi's applications for a bank acquisition, which is a realised fact. However, the tone attempts to offset this setback by emphasizing forward-looking intentions (engaging with regulators, strategic transformation) and reaffirming long-term financial guidance for 2026. The only financial figures disclosed are non-GAAP, forward-looking projections, with no historical or current-period results or GAAP reconciliation, limiting the ability to assess actual progress or profitability. Claims about being 'established, profitable businesses' and the benefits of the now-abandoned combination are not supported by any numerical evidence. The narrative inflates the signal by focusing on future potential and strategic vision rather than measurable achievements. The gap between narrative and evidence is most apparent in the lack of realised financial or operational milestones and the reliance on guidance two years out.

Risk flags

• ●Regulatory risk remains high, as OppFi’s withdrawal of its OCC, Federal Reserve, and FDIC applications signals unresolved concerns and a lack of regulatory clarity for fintech-bank combinations. This creates uncertainty for any future acquisition or charter expansion attempts.
• ●Execution risk is elevated, as the company’s strategic transformation and ambitious 2026 guidance are not supported by interim milestones, historical performance, or evidence of operational progress. The absence of current financials or GAAP metrics makes it difficult to gauge whether targets are achievable.
• ●Disclosure risk is present, with all financial figures limited to non-GAAP, forward-looking guidance and no reconciliation to GAAP measures. The lack of historical or current results reduces transparency and impairs investor ability to assess performance trends.
• ●Strategic risk arises from the failed BNC acquisition, as the company loses the potential benefits of a national bank charter and diversified banking infrastructure. No alternative path to similar scale or diversification is outlined.

Bottom line

OppFi’s withdrawal from the BNC acquisition process removes a potential growth lever and exposes ongoing regulatory hurdles for fintech-bank tie-ups in the United States. The company attempts to offset this setback by reaffirming ambitious 2026 financial guidance—$600 million to $610 million in revenue, $115 million to $120 million in adjusted net income, and $1.34 to $1.40 in adjusted EPS—but provides no current or historical financials to support these targets. The absence of GAAP reconciliation, period-over-period data, or operational milestones limits confidence in the achievability of the guidance. Customer satisfaction and a minority stake in Bitty Holdings are positives, but neither addresses the core regulatory and execution challenges. Investors are left with a long-dated, narrative-driven outlook and little near-term visibility. The most important takeaway is that regulatory uncertainty and lack of transparent financial progress are now the central issues for OppFi’s investment case.

Announcement summary

(NYSE: OPFI) OppFi Inc. announced that it has withdrawn its applications to the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve), and the Federal Deposit Insurance Corporation (FDIC) related to the proposed acquisition of BNCCORP, Inc. (OTCQX: BNCC) and its wholly owned subsidiary, BNC National Bank. OppFi engaged proactively with federal regulators before entering into the BNC transaction and responded to extensive information requests from the OCC, Federal Reserve, and FDIC throughout the application process. The company cited communication restrictions and a lack of articulated objective standards from federal regulators as reasons for not having a meaningful opportunity to address potential concerns. OppFi intends to engage with federal regulators to create practical market- and consumer-based standards that would allow innovative community banks and financial technology platforms to combine. CEO and Executive Chairman Todd Schwartz stated that OppFi believes its applications satisfied existing statutory criteria for approval but noted the lack of clear standards for evaluation. Schwartz encouraged federal regulators to articulate clear standards to allow such combinations to better serve underbanked Americans. OppFi and BNC are described as established, profitable businesses, and the company believes that combining OppFi's online lending platform with BNC's national bank charter and infrastructure would create a stronger, more diversified, and well-capitalized banking organization. OppFi is executing a strategic transformation to build a more diversified, technology-enabled financial platform. The company reaffirmed its revised full year 2026 guidance, projecting total revenue between $600 million and $610 million, adjusted net income between $115 million and $120 million, and adjusted EPS between $1.34 and $1.40, based on an approximate weighted average diluted share count of 86 million shares. Adjusted Net Income and Adjusted EPS are non-GAAP financial measures, and a reconciliation to GAAP measures is not included in the press release. OppLoans by OppFi maintains a 4.4/5.0 star rating on Trustpilot based on over 5,800 reviews. OppFi holds a 35% equity interest in Bitty Holdings, LLC, a credit access company providing revenue-based financing and working capital solutions to small businesses.

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