OppFi and BNCCORP find common ground in nontraditional bank deal

North Dakota-based BNCCORP Inc.'s national bank charter helped make it a prime target for Chicago-based digital lender OppFi Inc.

The acquisition of BNCCORP will allow OppFi to originate its own loans, while BNCCORP is expected to continue its operations with digital infrastructure upgrades from OppFi, executives at the two companies said in interviews.

OppFi was prepared to pursue a de novo charter application, but acquiring a charter became a more enticing option because of the time it would save in building infrastructure and establishing a deposit base, Chairman and CEO Todd Schwartz said. The firm was introduced to BNCCORP's management team in fall 2025, and BNCCORP's deposit base, experience, customer relationships in both consumer and commercial lending and strong reputation with regulators checked all of OppFi's boxes.

BNCCORP had been profitable and was not actively looking for a buyer at that point, BNCCORP Chairman Mike Vekich said, "But when opportunity knocks, you take a close look at it."

OppFi is one of multiple nonbanks accelerating the bank-building timeline through an acquisition.

Generally, fintech buyers of banks wonder, "Am I acquiring any headaches?" Piper Sandler Managing Director Christopher Donahoe, who is BNCCORP's financial adviser in the transaction, said in an interview. In this case, however, BNCCORP's clean balance sheet made it an attractive option, he added.

Mutual benefits

Vekich said the combined company will benefit from both OppFi's digital platform and BNCCORP's community banking operation.

BNCCORP, with $1.1 billion in assets, has invested in its digital footprint, but adequate expansion of that infrastructure is expensive, and OppFi's investment will reduce the cost of that build-out, he said.

"We have planned investment in their technology," OppFi's Schwartz said. "There is opportunity to digitize some of the community banking business to power them to grow further and take advantage of the great blueprint they've built so far."

The $130 million cash-and-stock deal allows OppFi to avoid the process of applying to the Federal Deposit Insurance Corp. for a traditional de novo charter, which can take longer and cost more than the acquisition.

Without its own charter, OppFi currently services loans for its bank partners, FinWise Bancorp., First Electronic Bank and CCBank. OppFi also took a 35% equity stake in Bitty Holdings LLC, a small business originator, in July 2024, and has the option to take control of Bitty in July 2027, which would be done through its acquired bank charter, Schwartz said.

Regulatory approval

The companies still need to clear the regulatory approval hurdle, which they project for the fourth quarter.

Another nonbank-bank acquisition is facing criticism as it works through a similar process. In a letter to the Office of the Comptroller of the Currency and the Federal Reserve published May 21, two senators on the Banking, Housing and Urban Affairs Committee raised concerns about Enova International Inc.'s pursuit of a bank charter through its planned acquisition of Grasshopper Bancorp Inc., citing Enova's "history of predatory lending and regulatory noncompliance."

Both OppFi and BNCCORP are confident that their deal will meet the requirements for approval, aided by BNCCORP's established reputation with regulators.

"Both organizations will trust the process," Vekich said.