As filed with the Securities and Exchange Commission on July 27, 2026

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OppFi Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		6199		85-1648122
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

130 E. Randolph Street, Suite 3400

Chicago, Illinois 60601

(312) 212-8079

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Todd G. Schwartz

Chief Executive Officer

OppFi Inc.

130 E. Randolph Street, Suite 3400

Chicago, Illinois 60601

(312) 212-8079

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

With copies to:

 

Joshua M. Samek, Esq. George M. Hunter, Esq. Kayla West, Esq. Sidley Austin LLP 830 Brickell Plaza Miami, Florida 33131 (305) 391-5100		Daniel J. Collins President and Chief Executive Officer BNCCORP, Inc. 322 East Main Avenue PO Box 4050 Bismarck, North Dakota, 58501 (701) 250-3040		Karen Grandstrand, Esq. Caitlin Houlton Kuntz, Esq. Andrew Nick, Esq. Fredrikson & Byron, P.A. 60 South Sixth Street; Suite 1500 Minneapolis, Minnesota 55402 (612) 492-7000

 

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the “Merger” described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

 

Your vote is very important, regardless of the number of shares of BNCC Common Stock you own. To ensure your representation at the Special Meeting, please take time to vote by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will not prevent you from being able to vote at the Special Meeting via the Internet.

BNCC’s board of directors (the “BNCC Board”) unanimously recommends that BNCC stockholders vote “FOR” the proposal to adopt the Merger Agreement and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement. In considering the recommendation of the BNCC Board, you should be aware that certain directors and executive officers of BNCC have interests in the Transaction that are different from, or in addition to, the interests of BNCC stockholders generally. See the section entitled “The Transaction—Interests of BNCC’s Directors and Executive Officers” of the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus describes the Special Meeting, the Merger Agreement, the Transaction and other related matters. Please read carefully the entire accompanying proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 24, for a discussion of the risks relating to the proposed Transaction, and the Annexes attached to, and the documents incorporated by reference into, the accompanying proxy statement/prospectus.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact [ ], BNCC’s proxy solicitor, by calling toll-free at [ ], or for banks and brokers, collect at [ ].

Sincerely,

[Signature to be inserted]

Daniel J. Collins

President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Transaction or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Transaction are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated [   ], 2026 and is first being mailed to BNCC stockholders on or about [   ], 2026.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder of BNCCORP, Inc.:

You are cordially invited to attend a special meeting of BNCCORP, Inc., a Delaware Corporation (“BNCC”), stockholders (the “Special Meeting”). The Special Meeting will be held virtually via the Internet on [ ], 2026 at [ ] Central Time, to consider and vote upon the following matters:

 

1.

a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April 28, 2026, by and among OppFi Inc., a Delaware corporation (“OppFi”), BNCC and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Merger Sub”) and approve the consummation of the transactions contemplated thereby (the “Merger Proposal”); and

 

2.

a proposal for adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement (the “Adjournment Proposal”).

Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi (the “Merger”). Immediately following the Merger, an interim bank and wholly owned subsidiary of OppFi (which has been or will be formed before the date thereof) will merge with and into BNC National Bank, a wholly owned subsidiary of BNCC (“BNC”), with BNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi (the “Bank Merger” and together with the Merger, the “Transaction”). Following the closing of the Transaction, OppFi intends to contribute, whether by merger or otherwise, substantially all of its assets, liabilities and operations into BNC.

The Special Meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Special Meeting online and vote your shares electronically at the meeting by visiting www.virtualstockholdermeeting.com/BNCC2026SM (the “Special Meeting website”).

The record date for the Special Meeting is [ ], 2026 (the “Record Date”). Only BNCC stockholders of record as of the close of business on [ ], 2026 are entitled to notice of, and to vote at, the Special Meeting. All BNCC stockholders of record as of that date are cordially invited to attend the Special Meeting via the Special Meeting website.

Approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of BNCC common stock, par value $0.01 per share (“BNCC Common Stock”), entitled to vote thereon. The approval of the Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

In connection with the Merger Agreement, OppFi and BNCC entered into Voting and Restriction Agreements (the “Voting Agreements”) with certain stockholders of BNCC (each, a “Holder”). Pursuant to the Voting Agreements, each Holder agreed, among other things, to vote all shares of BNCC Common Stock beneficially owned by such Holder in favor of the approval of the Transaction and any other matters necessary to consummate the Transaction, and against any competing acquisition proposals or other such actions that could reasonably be expected to prevent or materially delay the consummation of the Transaction. As of the Record Date, the Holders controlled an aggregate of approximately [ ]% of the outstanding shares of BNCC Common Stock.

BNCC’s board of directors (the “BNCC Board”) has unanimously adopted and approved the Merger Agreement and the Transaction, has determined that the Merger Agreement and the Transaction are advisable, fair to and in the best interests of BNCC and its stockholders, and unanimously recommends that BNCC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. In considering the recommendation of the BNCC Board, you should be aware that certain directors and executive officers of BNCC have interests in the

Transaction that are different from, or in addition to, the interests of BNCC stockholders generally. See the section entitled “The Transaction—Interests of BNCC’s Directors and Executive Officers” of the accompanying proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of BNCC Common Stock that you own. We cannot complete the Transaction unless BNCC’s stockholders adopt the Merger Agreement. Even if you plan to attend the Special Meeting via the Special Meeting website, BNCC requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or Internet prior to the Special Meeting to ensure that your shares of BNCC Common Stock will be represented at the Special Meeting if you are unable to attend. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the Special Meeting via the Special Meeting website or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of BNCC Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

If you choose to attend the Special Meeting and vote your shares via the Special Meeting website, you will need the control number included on your proxy card or, if you are a beneficial owner of BNCC Common Stock but not the stockholder of record of such shares of BNCC Common Stock, your vote instruction form.

If the Merger is completed, BNCC’s stockholders who did not vote in favor of the Merger Proposal, delivered a demand for appraisal before the vote was taken on the Merger Proposal and otherwise complied with all other applicable requirements of the Delaware General Corporation Law (the “DGCL”), will have the right to seek appraisal of the “fair value” of their shares of BNCC Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Transaction and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving the Merger Consideration (as defined in the accompanying proxy statement/prospectus), as determined in accordance with Section 262 of the DGCL, the full text of which is available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU LATER DESIRE TO REVOKE YOUR SUBMITTED PROXY, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact [ ], BNCC’s proxy solicitor, by calling toll-free at [ ], or for banks and brokers, collect at [ ].

 

Bismarck, North Dakota

Dated: [ ], 2026

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about OppFi Inc., a Delaware corporation (“OppFi”), from other documents that OppFi has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information.” This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents included in this proxy statement/prospectus or other information concerning BNCCORP, Inc., a Delaware corporation (“BNCC”), without charge, by telephone or written request directed to:

Attention: Investor Relations

BNCCORP, Inc.

322 East Main Avenue

PO Box 4050

Bismarck, North Dakota, 58501

(701) 250-3040

You may also request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning OppFi, without charge, by telephone or written request directed to:

Attention: Investor Relations

OppFi Inc.

130 E. Randolph Street

Suite 3400

Chicago, Illinois 60601

(312) 212-8079

In order for you to receive timely delivery of the documents in advance of the special meeting of BNCC stockholders to be held on [ ], 2026 (the “Special Meeting”) your request for such information must be received no later than five business days prior to the date of the Special Meeting: [ ], 2026.

The proxy statement/prospectus is also available in the “Investor Relations” section of BNCC’s website at www.bnc.bank/resources/investor-relations. The information on BNCC’s website is not part of this proxy statement/prospectus. References to BNCC’s website in this proxy statement/prospectus are intended to serve as textual references only.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by OppFi (File No. 333-[ ]), constitutes a prospectus of OppFi under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A common stock of OppFi, par value $0.0001 (“OppFi Class A Common Stock”), to be issued to BNCC stockholders pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April 28, 2026, by and among OppFi, BNCC and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Merger Sub”). This document also constitutes a proxy statement of BNCC and a notice of meeting with respect to the Special Meeting, at which BNCC stockholders will be asked to consider and vote upon the adoption of the Merger Agreement.

OppFi has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to OppFi, and BNCC has supplied all information contained in this proxy statement/prospectus relating to BNCC.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. OppFi and BNCC have not authorized anyone to provide you with information that is different from or in addition to that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated [ ], 2026, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to BNCC stockholders nor the issuance by OppFi of shares of OppFi Class A Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING			1
SUMMARY			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			22
RISK FACTORS			24
INFORMATION ABOUT THE SPECIAL MEETING			40
BNCC PROPOSALS			44
THE PARTIES TO THE MERGER AGREEMENT			45
THE TRANSACTION			47
APPRAISAL RIGHTS			82
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			88
THE MERGER AGREEMENT			101
VOTING AGREEMENTS			134
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			135
DESCRIPTION OF OPPFI’S CAPITAL STOCK			139
COMPARISON OF STOCKHOLDER RIGHTS			148
DESCRIPTION OF BNCC’S BUSINESS			161
BNCC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			163
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF BNCC			210
MARKET PRICE AND DIVIDEND INFORMATION			212
EXPERTS			214
LEGAL OPINIONS			215
HOUSEHOLDING OF PROXY MATERIALS			216
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS			217
WHERE YOU CAN FIND MORE INFORMATION			218
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF BNCCORP, INC.			F-1

Annex A Agreement and Plan of Merger

Annex B Form of Voting and Restriction Agreement

Annex C Opinion of Piper Sandler & Co.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Transaction (as defined below), the Merger Agreement and the Special Meeting. We urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the Annexes to, and the documents incorporated by reference in, this document.

 

Q:	Why am I receiving this proxy statement/prospectus and proxy card?

 

A:

BNCC has agreed to be acquired by OppFi pursuant to the terms and subject to the conditions of the Merger Agreement that is described in this proxy statement/prospectus. Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi (the “Merger”). Immediately following the Merger, BNC National Bank (“BNC”), BNCC’s banking subsidiary, will merge with and into an interim bank and wholly owned subsidiary of OppFi (which has been or will be formed before the date thereof) with BNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi (the “Bank Merger” and together with the Merger, the “Transaction”). In order for us to complete the Transaction, we need, among other things, BNCC’s stockholders to adopt the Merger Agreement. BNCC is holding the Special Meeting to ask its stockholders to consider and vote upon a proposal to adopt the Merger Agreement.

This proxy statement/prospectus includes important information about the Transaction, the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the Special Meeting. BNCC stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their shares without attending the Special Meeting.

 

Q:	What am I being asked to vote on at the Special Meeting?

 

A:

BNCC is holding the Special Meeting to ask its stockholders to consider and vote upon a proposal to adopt the Merger Agreement and approve the consummation of the transactions contemplated thereby (the “Merger Proposal”). BNCC stockholders are also being asked to consider and vote upon a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement (the “Adjournment Proposal”). No other business will be conducted at the Special Meeting.

 

Q:	Does my vote matter?

 

A:

Yes. The Transaction cannot be completed unless the Merger Agreement is adopted by BNCC stockholders. If you fail to submit a proxy or vote at the Special Meeting via the Special Meeting website, or vote to abstain, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the Merger Proposal. The board of directors of BNCC (the “BNCC Board”) unanimously recommends that stockholders vote “FOR” the Merger Proposal.

 

Q:	What is the vote required to approve each proposal at the Special Meeting?

 

A:

The approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of BNCC common stock, par value $0.01 per share (“BNCC Common Stock”), entitled to vote thereon. Because the affirmative vote required to approve the Merger Proposal is based upon the total number of outstanding shares of BNCC Common Stock, if you fail to submit a proxy or vote at the Special Meeting via the Special Meeting website, or vote to abstain, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

 

1

The approval of the Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. If your shares of BNCC Common Stock are present at the Special Meeting but are not voted on the Adjournment Proposal, this will not have an effect on the vote to approve the Adjournment Proposal. If you vote to abstain on the Adjournment Proposal, this will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal. If you fail to submit a proxy and fail to attend the Special Meeting via the Special Meeting website or if your shares of BNCC Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of BNCC Common Stock, your shares of BNCC Common Stock will not be voted, but this will not have an effect on the vote to approve the Adjournment Proposal, except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum.

See the sections entitled “Information About the Special Meeting—Record Date and Quorum” and “Information About the Special Meeting—Vote Required.”

 

Q:	Who will count the votes?

 

A:	The votes at the Special Meeting will be counted by an inspector of elections appointed by the BNCC Board.

 

Q:	How does the BNCC Board recommend that I vote at the Special Meeting?

 

A:	The BNCC Board unanimously recommends that BNCC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. See the section entitled “The Transaction— BNCC’s Reasons for the Transaction and Recommendation of the BNCC Board of Directors.”

 

Q:	What will I receive if the Merger is completed?

 

A:

If the Merger is completed, each share of BNCC Common Stock issued and outstanding immediately prior to the completion of the Transaction, except for shares of BNCC Common Stock owned by BNCC, OppFi or Merger Sub (“Canceled Shares”), will be converted into the right to receive, in each case without interest, 1.90 shares (the “Exchange Ratio”) of OppFi Class A Common Stock (the “Stock Consideration”) and $19.375 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). Cash will be paid in lieu of fractional shares. See the question below “What happens if I am eligible to receive a fraction of a share of OppFi Class A Common Stock as part of the Merger Consideration?” and the section entitled “The Merger Agreement—Merger Consideration.”

 

Q:	What is the Exchange Ratio?

 

A:

The Exchange Ratio is used to determine the number of shares of OppFi Class A Common Stock that BNCC stockholders will be entitled to receive for each share of BNCC Common Stock they hold. The Exchange Ratio is 1.90, as set forth in the Merger Agreement. The Stock Consideration is in addition to the Cash Consideration of $19.375 per share of BNCC Common Stock, without interest, to be received by BNCC stockholders in the Merger.

 

Q:	What is the value of the Merger Consideration?

 

A:

The exact value of the Merger Consideration that BNCC stockholders will receive will depend on the price per share of OppFi Class A Common Stock at the time of the Merger. This price will not be known at the time of the Special Meeting and may be more or less than the current price of OppFi Class A Common Stock or the price of OppFi Class A Common Stock at the time of the Special Meeting. Based on the Cash Consideration of $19.375 per share, without interest, the closing stock price of OppFi Class A Common Stock on the New York Stock Exchange (“NYSE”) on April 28, 2026, the last full trading day before the date of the public announcement of the Transaction, of $9.01, and the applicable Exchange Ratio of 1.90, the value of the Merger Consideration would have been approximately $36.49 for each share of BNCC

 

2

Common Stock, as of April 28, 2026. Based on the Cash Consideration of $19.375 per share, without interest, and the closing stock price of OppFi Class A Common Stock on the NYSE on [ ], 2026, the latest practicable date before the date of this proxy statement/prospectus, of $[ ], and the Exchange Ratio of 1.90, the value of the Merger Consideration would have been approximately $[ ] for each share of BNCC Common Stock, as of such date. We urge you to obtain current market quotations for shares of OppFi Class A Common Stock and BNCC Common Stock.

 

Q:	What happens if I am eligible to receive a fraction of a share of OppFi Class A Common Stock as part of the Merger Consideration?

 

A:

If the aggregate number of shares of OppFi Class A Common Stock that you are entitled to receive as part of the Merger Consideration includes a fraction of a share of OppFi Class A Common Stock, you will receive cash in lieu of that fractional share. See the section entitled “The Merger Agreement—Merger Consideration—Fractional Shares.”

 

Q:	What will happen to BNCC as a result of the Transaction?

 

A:

Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi. Immediately following the Merger, an interim bank and wholly owned subsidiary of OppFi (which has been or will be formed before the date thereof) will merge with and into BNC, with BNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi. Following the closing of the Transaction, OppFi intends to contribute, whether by merger or otherwise, substantially all of its assets, liabilities and operations into BNC.

As a result of the Transaction, BNCC will no longer be a publicly held company and its separate corporate existence will cease. Following the Transaction, BNCC Common Stock will be delisted from, and cease to trade on, the OTCQX, effective as of immediately prior to the effective time of the Merger (the “Effective Time”).

 

Q:	What equity stake will BNCC stockholders hold in OppFi immediately following the Transaction?

 

A:

Based on the number of shares of BNCC Common Stock and OppFi Class A Common Stock outstanding on the Record Date, we expect that OppFi will issue approximately [ ] shares of OppFi Class A Common Stock in connection with the Transaction, and that holders of shares of BNCC Common Stock immediately prior to the closing of the Transaction will hold, in the aggregate, approximately [ ]% of the issued and outstanding shares of OppFi Class A Common Stock immediately following the closing of the Transaction (without adjusting to account for any shares of OppFi Class A Common Stock held by BNCC stockholders prior to the Transaction).

 

Q:	When do you expect the Transaction to be completed?

 

A:

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions to the Closing of the Transaction,” including the approval of the Merger Agreement by BNCC stockholders at the Special Meeting, OppFi and BNCC expect that the Transaction will be completed in the fourth quarter of 2026. However, it is possible that factors outside the control of both companies, including whether or when the required regulatory approvals for the Transaction will be received, could result in the Transaction being completed at a different time or not at all.

 

Q:	What are the material United States federal income tax consequences of the Transaction to BNCC stockholders?

 

A:	The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to the respective obligations of

 

3

OppFi and BNCC to complete the Transaction that each of OppFi and BNCC receives a legal opinion to that effect. Accordingly, a BNCC stockholder generally will recognize gain, but not loss, in an amount equal to the lesser of (a) the amount of gain realized (i.e., the excess of the sum of the amount of cash and the fair market value of the OppFi Class A Common Stock received pursuant to the Merger over that holder’s adjusted tax basis in its shares of BNCC Common Stock surrendered) and (b) the amount of Cash Consideration received pursuant to the Merger. Further, a BNCC stockholder generally will recognize gain or loss with respect to cash received instead of fractional shares of OppFi Class A Common Stock that the BNCC stockholder would otherwise be entitled to receive. For further information, please refer to the section entitled “Material United States Federal Income Tax Consequences.”

The United States federal income tax consequences described above may not apply to all holders of BNCC Common Stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the Transaction to you.

 

Q:	Who can vote at the Special Meeting?

 

A:

All holders of record of BNCC Common Stock as of the close of business on [ ], 2026, the record date for the Special Meeting (the “Record Date”), are entitled to receive notice of, and to vote at, the Special Meeting, or any postponement or adjournment of the Special Meeting scheduled in accordance with Delaware law. Each holder of BNCC Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of BNCC Common Stock that such holder owned of record as of the Record Date.

 

Q:	When and where is the Special Meeting?

 

A:

The Special Meeting will be held virtually via the Internet on [ ], 2026 at [ ] Central Time. The Special Meeting will be held solely via live webcast and there will not be a physical meeting location. BNCC stockholders will be able to attend the Special Meeting online and vote their shares electronically during the meeting by visiting www.virtualstockholdermeeting.com/BNCC2026SM (the “Special Meeting website”). For additional information about the Special Meeting, see the section entitled “Information About the Special Meeting.”

 

Q:	How may I access the Special Meeting website?

 

A:	If you wish to attend the Special Meeting via the Special Meeting website, you will need the control number included on your proxy card or, if your shares of BNCC Common Stock are held in the name of a bank, brokerage firm or other nominee, your vote instruction form.

 

Q:	How will I receive the Merger Consideration to which I am entitled?

 

A:

As promptly as practicable after the Effective Time, the exchange agent, which will be a bank or trust company designated by OppFi and reasonably acceptable to BNCC (the “Exchange Agent”), will mail to you or your bank, brokerage firm or other nominee, a letter of transmittal and instructions relating to your receipt of the Merger Consideration. After receiving the proper documentation from you or your bank, brokerage firm or other nominee, following the Effective Time, the Exchange Agent will forward to you or your bank, brokerage firm or other nominee the OppFi Class A Common Stock and Cash Consideration to which you are entitled. More information on the documentation you are required to deliver to the Exchange Agent may be found under the caption “The Merger Agreement—Exchange of Shares and Payment Procedures.”

 

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Q:	Will my shares of OppFi Class A Common Stock acquired in the Merger receive a dividend?

 

A:

After the closing of the Merger, as a holder of OppFi Class A Common Stock, you will receive the same dividends on shares of OppFi Class A Common Stock that all other holders of shares of OppFi Class A Common Stock will receive with any dividend record date that occurs after the Merger is completed.

Following the completion of the Transaction, the dividend policy with respect to the combined company will be determined by the board of directors of OppFi (the “OppFi Board”) based on, among other factors, the combined company’s financial condition, results of operations, capital requirements, contractual restrictions and applicable legal and regulatory considerations. There can be no assurance as to whether dividends will be declared or paid in the future.

 

Q:	Do any of BNCC’s directors or executive officers have interests in the Transaction that differ from those of BNCC stockholders?

 

A:

Yes, BNCC’s directors and executive officers have interests in the Transaction that are different from, or in addition to, those of BNCC stockholders generally. The members of the BNCC Board were aware of and considered these interests, among other matters, in evaluating the Merger Agreement and the Transaction, and in recommending that BNCC stockholders adopt the Merger Agreement. For a description of these interests, refer to the section entitled “The Transaction—Interests of BNCC’s Directors and Executive Officers.”

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:

If your shares of BNCC Common Stock are registered directly in your name with the transfer agent of BNCC, Broadridge Financial Solutions, Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to BNCC or to a third party to vote at the Special Meeting.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Special Meeting via the Special Meeting website; however, you may not vote these shares at the Special Meeting via the Special Meeting website without the control number included on your vote instruction form.

 

Q:	If my shares of BNCC Common Stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

 

A:

Your bank, brokerage firm or other nominee will only be permitted to vote your shares of BNCC Common Stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of BNCC Common Stock. Banks, brokerage firms and other nominees who hold shares of BNCC Common Stock in street name for their customers have authority to vote on “routine” proposals when they have not received voting instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the approval of the Merger Proposal and the Adjournment Proposal. As a result, absent specific voting instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares. A so-called “broker non-vote” results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Under applicable stock exchange rules, all of the proposals in this proxy

 

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statement/prospectus are non-routine matters, so there can be no broker non-votes at the Special Meeting. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Adjournment Proposal, except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum.

 

Q:	How many votes do I have?

 

A:	Each BNCC stockholder is entitled to one vote for each share of BNCC Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were [ ] outstanding shares of BNCC Common Stock.

 

Q:	What constitutes a quorum for the Special Meeting?

 

A:

The presence, via the Special Meeting website or represented by proxy, of holders of a majority of all of the outstanding shares of BNCC Common Stock entitled to vote at the Special Meeting constitutes a quorum for the purposes of the Special Meeting. Abstentions are considered present for purposes of establishing a quorum.

 

Q:	What do I need to do now?

 

A:	Even if you plan to attend the Special Meeting via the Special Meeting website, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Special Meeting.

 

Q:	How do I vote?

 

A:	Stockholder of Record. If you are a stockholder of record, you may vote your shares of BNCC Common Stock on the matters to be presented at the Special Meeting in the following ways:

 

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by telephone or over the Internet, by accessing the telephone number or Internet website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or by Internet. Proxies delivered over the Internet or by telephone must be submitted by 10:59 p.m., Central Time, on [ ], 2026. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

 

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by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

 

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by attending the Special Meeting via the Special Meeting website and voting your shares through the Special Meeting website.

Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote at the Special Meeting via the Special Meeting website, you will need the control number included on your vote instruction form.

 

Q:	How can I change or revoke my vote?

 

A:

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, before it is exercised, and your last vote is the vote that will be counted. If you are a BNCC stockholder of record who voted by mailing a proxy card, you can write to BNCC’s Corporate Secretary, Attn: BNCCORP, Inc., 322 East Main Avenue, Bismarck, North Dakota 58501, stating that you wish to revoke your proxy and requesting another proxy card, provided such statement is received by [ ], 2026. If you hold your shares

 

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through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and asking for a new proxy card. If you submitted your proxy by Internet or by telephone, you can vote again by voting over the Internet or by telephone before the closing of the voting facilities, which will occur immediately prior to the start of the Special Meeting for stockholders of record and at 10:59 p.m., Central Time, on [    ], 2026 for beneficial owners. If you attend the Special Meeting via the Special Meeting website, you must vote your shares through the Special Meeting website to revoke your proxy. Your attendance alone at the Special Meeting via the Special Meeting website will not in and of itself constitute a revocation of your proxy.

 

Q:	If a stockholder gives a proxy, how are the shares of BNCC Common Stock voted?

 

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of BNCC Common Stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of BNCC Common Stock should be voted “FOR” or “AGAINST,” or whether your shares should “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

If you hold shares of BNCC Common Stock in “street name” and also directly as a record holder or otherwise or if you hold shares of BNCC Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Special Meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of BNCC Common Stock are voted. If you hold your shares in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

 

Q:	What happens if I sell my shares of BNCC Common Stock before the Special Meeting?

 

A:

The Record Date is earlier than both the date of the Special Meeting and the Effective Time. If you transfer your shares of BNCC Common Stock after the Record Date but before the Special Meeting, you will, unless you grant the transferee a proxy, retain your right to vote at the Special Meeting but will transfer the right to receive the Merger Consideration to the person to whom you transfer your shares. In order to receive the Merger Consideration, you must hold your shares at the Effective Time.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

BNCC has engaged [ ] (“[ ]”) to act as its proxy solicitor and to assist in the solicitation of proxies for the Special Meeting. BNCC has agreed to pay [ ] approximately $[ ] plus reimbursement for certain expenses for such services and also will indemnify [ ] against certain claims, costs, damages, liabilities, judgments and expenses. BNCC may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of BNCC Common Stock.

BNCC’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. BNCC will also request that brokerage houses and other custodians, nominees and fiduciaries send these proxy materials to beneficial owners of BNCC Common Stock. BNCC will, upon request, reimburse such brokerage houses and custodians for their reasonable expenses in assisting with the solicitation of proxies.

 

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Q:	Should I send in my stock certificates now?

 

A:

No, please do NOT return your stock certificates with your proxy. If the Merger Agreement is approved by BNCC stockholders and the Transaction is completed, and you hold physical stock certificates, you will be sent a letter of transmittal as promptly as reasonably practicable after the completion of the Transaction describing how you may exchange your shares of BNCC Common Stock for the Merger Consideration. If your shares of BNCC Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your “street name” shares of BNCC Common Stock in exchange for the Merger Consideration.

 

Q:	Are there any voting agreements in place with BNCC stockholders?

 

A:	Yes. See the section entitled “Voting Agreements.”

 

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the Merger Proposal?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of OppFi contained in the documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

 

Q:	What are the conditions to completion of the Transaction?

 

A:

In addition to the approval of the Merger Proposal by BNCC stockholders as described above, completion of the Transaction is subject to the satisfaction of a number of other conditions, including (i) receipt of required regulatory approvals from the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (or a Federal Reserve Bank acting under the appropriately delegated authority) (the “Federal Reserve”), and the Federal Deposit Insurance Corporation (“FDIC”), without the imposition of a Burdensome Condition (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—Regulatory Matters”), (ii) BNCC’s satisfaction of certain regulatory capital requirements, including BNC and BNCC being “well capitalized” pursuant to applicable law, having a common equity tier 1 (“CET 1”) capital ratio (calculated in the manner set forth in the Merger Agreement, excluding accumulated other comprehensive income and adding back BNCC transaction fees in an amount not to exceed $4,650,000) of no less than 12% and having a minimum Tangible Common Equity (“TCE”) not less than $111,952,000; (iii) each of OppFi and BNCC receiving a written opinion from its legal counsel that the Merger will constitute a tax free “reorganization” under Section 368(a) of the Code and (iv) effectiveness of the registration statement of which this proxy statement/prospectus forms a part. Each party’s obligation to complete the Transaction is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, subject to customary bring-down materiality standards; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the section entitled “The Merger Agreement—Conditions to the Closing of the Transaction.”

 

Q:	What happens if the Transaction is not completed?

 

A:

If the Transaction is not completed, BNCC stockholders will not receive any consideration for their shares of BNCC Common Stock in connection with the Transaction. Instead, BNCC will remain an independent company and BNCC Common Stock will continue to be listed and traded on the OTCQX. Under specified circumstances BNCC may be required to pay OppFi, or OppFi may be required to pay BNCC, a fee with respect to the termination of the Merger Agreement, as described under the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination Fees.”

 

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Q:	Who can help answer any other questions I have?

 

A:	If you have additional questions about the Transaction, need assistance in submitting your proxy or voting your shares of BNCC Common Stock, or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact [ ], at [ ], or for banks and brokers, collect at [ ].

 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” and the matters discussed in the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of OppFi’s Annual Report on Form 10-K for the year ended December 31, 2025 and any updates to those risk factors set forth in OppFi’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings which have been filed with the SEC, BNCC’s stockholders should consider the following risk factors carefully in deciding whether to vote to adopt the Merger Agreement. Please also see the section entitled “Where You Can Find More Information.” Additional risks and uncertainties not presently known to OppFi or BNCC, or that are not currently believed to be important to you, also may adversely affect the Transaction and/or the combined company.

Risks Relating to the Transaction

The Exchange Ratio is fixed and will not be adjusted. Because the market price of OppFi Class A Common Stock may fluctuate, holders of BNCC Common Stock cannot be certain of the market value of the Stock Consideration they will receive in connection with the Transaction.

In the Merger, each share of BNCC Common Stock issued and outstanding immediately prior to the Effective Time (except for Canceled Shares) will be converted into, in each case without interest, (i) an amount in cash equal to $19.375 and (ii) 1.90 shares of OppFi Class A Common Stock. The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either OppFi Class A Common Stock or BNCC Common Stock. Changes in the price of OppFi Class A Common Stock prior to the Merger will affect the value of the Stock Consideration that holders of BNCC Common Stock will receive in connection with the Transaction. Neither OppFi nor BNCC is permitted to terminate the Merger Agreement as a result, in and of itself, of any increase or decrease in the market price of OppFi Class A Common Stock or BNCC Common Stock.

The market price of OppFi Class A Common Stock has fluctuated since the date on which OppFi and BNCC announced they had entered into the Merger Agreement and will continue to fluctuate from the date of this proxy statement/prospectus through the date the Transaction is completed. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in U.S. monetary policy and its effect on global financial markets and on interest rates, changes in OppFi or BNCC’s businesses, operations and prospects and the impact that any of the foregoing may have on OppFi or BNCC and its customers and other constituencies, and regulatory considerations, many of which factors are beyond OppFi or BNCC’s control. Therefore, at the time of the Special Meeting, holders of BNCC Common Stock will not know the market value of the Stock Consideration to be received by holders of BNCC Common Stock in connection with the Transaction. You should obtain current market quotations for shares of OppFi Class A Common Stock and for shares of BNCC Common Stock.

OppFi and BNCC are expected to incur significant costs related to the Transaction.

OppFi and BNCC have incurred and expect to continue to incur certain non-recurring costs associated with the Transaction. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financing and debt restructuring costs, printing and mailing costs and other related costs. Some of these costs are payable by either OppFi or BNCC regardless of whether or not the Transaction is completed.

The Transaction will not be completed unless a number of conditions are satisfied or waived, including approval by BNCC stockholders of the Merger Proposal.

Specified conditions set forth in the Merger Agreement must be satisfied or waived to complete the Transaction. If the conditions are not satisfied or, subject to applicable law, waived, the Transaction will not occur or will be

 

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delayed and each of BNCC and OppFi may lose some or all of the intended benefits of the Transaction. The following conditions, among others, must be satisfied or waived, if permissible, before BNCC and OppFi are obligated to complete the Transaction: (i) approval by BNCC stockholders, (ii) receipt of required regulatory approvals from the OCC, the Federal Reserve, and the FDIC without the imposition of a Burdensome Condition, (iii) BNCC’s satisfaction of certain regulatory capital requirements, including BNC and BNCC being “well capitalized” pursuant to applicable law, having a CET 1 capital ratio (calculated in the manner set forth in the Merger Agreement, excluding accumulated other comprehensive income and adding back BNCC transaction fees in an amount not to exceed $4,650,000) of no less than 12% and having a minimum TCE not less than $111,952,000; (iv) each of OppFi and BNCC receiving a written opinion from its legal counsel that the Merger will constitute a tax free “reorganization” under Section 368(a) of the Code and (v) effectiveness of the registration statement of which this proxy statement/prospectus forms a part. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, subject to customary bring-down materiality standards; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.

OppFi or BNCC may waive one or more of the closing conditions without re-soliciting the approval of BNCC stockholders.

OppFi or BNCC may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Transaction. Each of OppFi and BNCC currently expects to evaluate the materiality of any waiver and its effect on OppFi or BNCC stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the Transaction or as to re-soliciting BNCC stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by OppFi or BNCC, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Transaction.

Before the Transaction may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger Agreement—Covenants and Agreements—Regulatory Matters.” These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment, including as a result of changes in regulatory agency leadership.

Pursuant to the Merger Agreement, OppFi and BNCC agreed to use their respective reasonable best efforts to obtain any permit or regulatory approval by any governmental authority and any other third party that is required to be obtained in connection with, or to effect, the Transaction. Notwithstanding such general obligation to obtain such approval of any governmental authority, OppFi and its subsidiaries are not required to (i) propose, offer, negotiate, commit to, agree to, accept and effect (as applicable) undertakings, commitments or other conditions not contemplated by or any other material deviations from the business plan(s) provided to the OCC, the Federal Reserve, and the FDIC in connection with the required regulatory approvals, or (ii) take any action, or commit to take any action, or to accept any restriction, commitment or condition, involving itself or its subsidiaries or affiliates, which would reasonably be expected to be burdensome to the business, operations, financial condition or results of operations of OppFi and its subsidiaries and affiliates, taken as a whole after giving effect to the Transaction. These permits and approvals may impose terms and conditions, limitations, obligations or costs, or

 

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place restrictions on the conduct of OppFi’s business or require changes to the terms of the Transaction. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any part of the Transaction, imposing additional material costs on or materially limiting the revenues of the combined company following the Transaction or otherwise reduce the anticipated benefits of the Transaction if the Transaction were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Transaction, regardless of whether such conditions, limitations, obligations or restrictions constitute a Burdensome Condition. Additionally, the completion of the Transaction is conditioned on the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transaction. For more information, see the section entitled “The Merger Agreement—Covenants and Agreements—Regulatory Matters.”

The IRS and a court may disagree with the intended tax treatment of the Merger.

The parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to OppFi’s obligation to complete the Transaction that OppFi receive an opinion from Sidley, dated the Closing Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to BNCC’s obligation to complete the Transaction that BNCC receive an opinion from Fredrikson, dated the Closing Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. These opinions will be based on representation letters provided and covenants made by OppFi and BNCC and on customary factual assumptions. If any of these assumptions or representations are or become inaccurate in any way, or any of the covenants are not complied with, the conclusions reached in the opinions could be adversely affected and the U.S. federal income tax consequences of the Merger could be materially different from those described in this proxy statement/prospectus. Neither of the opinions described above will be binding on the IRS. OppFi and BNCC have not sought and will not seek any ruling from the IRS regarding any matters relating to the Merger, and as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

The opinion of Piper Sandler delivered to the BNCC Board prior to the execution of the Merger Agreement regarding the fairness, from a financial point of view, of the Merger Consideration does not reflect any changes in circumstances since the date on which such opinion was delivered.

The opinion rendered by Piper Sandler, financial advisor to BNCC, to the BNCC Board was based upon information available to Piper Sandler as of the date of such opinion. Piper Sandler’s opinion does not reflect any changes that may occur or may have occurred after the date on which that opinion was delivered, including changes to the operations and prospects of OppFi or BNCC, changes in general market and economic conditions, or other changes which may be beyond the control of OppFi or BNCC. Any such changes may alter the relative value of OppFi or BNCC or the prices of shares of OppFi Class A Common Stock or BNCC Common Stock by the time the Merger is completed. The opinion does not speak as of the date the Merger will be completed or as of any date other than the date of the opinion. For a description of the opinion that the BNCC Board received from Piper Sandler, please see the section entitled “The Transaction—Opinion of BNCC’s Financial Advisor.”

Certain of BNCC’s directors and executive officers have interests in the Transaction that differ from the interests of BNCC stockholders.

Holders of BNCC Common Stock should be aware that some of BNCC’s directors and executive officers have interests in the Transaction and have arrangements that are different from, or in addition to, those of BNCC stockholders generally. These interests and arrangements may create potential conflicts of interest. The BNCC Board was aware of these respective interests and considered these interests, among other matters, when overseeing the negotiation of and evaluating the terms of the Merger Agreement and structure of the Transaction

 

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and when making its decisions to adopt the Merger Agreement, and in recommending that BNCC stockholders vote to approve the Merger Proposal.

For a more complete description of these interests, please see the sections entitled “The Transaction—Interests of BNCC’s Directors and Executive Officers.”

Termination of the Merger Agreement could negatively affect OppFi or BNCC.

If the Transaction is not completed for any reason, including as a result of BNCC stockholders failing to approve the Merger Proposal, there may be various adverse consequences and OppFi and/or BNCC may experience negative reactions from the financial markets and from their respective customers and employees. For example, OppFi or BNCC’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Transaction, without realizing any of the anticipated benefits of completing the Transaction. Additionally, if the Merger Agreement is terminated, the market price of OppFi Class A Common Stock or BNCC Common Stock could decline to the extent that the current market prices reflect a market assumption that the Transaction will be completed. If the Merger Agreement is terminated under certain circumstances, OppFi may be required to pay a termination fee of $1.95 million to BNCC or BNCC may be required to pay a termination fee of $4.55 million to OppFi.

Additionally, each of OppFi and BNCC has incurred and will incur substantial expenses in connection with the negotiation and completion of the Transaction, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the Transaction. If the Transaction is not completed, OppFi and BNCC would have to pay these expenses without realizing the expected benefits of the Transaction.

OppFi and BNCC will be subject to business uncertainties and contractual restrictions while the Transaction is pending.

Uncertainty about the effect of the Transaction on employees and customers may have an adverse effect on OppFi and BNCC. These uncertainties may impair OppFi or BNCC’s ability to attract, retain and motivate key personnel until the Transaction is completed, and could cause customers and others that deal with OppFi or BNCC to seek to change existing business relationships with OppFi or BNCC. In addition, subject to certain exceptions, BNCC has agreed to use commercially reasonable efforts to carry on its business in the ordinary course of business in all material respects prior to closing, and both OppFi and BNCC have agreed not to take certain specified actions, which could cause OppFi or BNCC to be unable to pursue other beneficial opportunities that may arise prior to the completion of the Transaction. See the section entitled “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to OppFi and BNCC.

The Merger Agreement limits BNCC’s ability to pursue alternatives to the Transaction and may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require BNCC to pay a termination fee.

The Merger Agreement contains “no shop” covenants that restrict the ability of BNCC to, directly or indirectly, (i) initiate, solicit, knowingly assist, knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, a BNCC Takeover Proposal or a Potential BNCC Takeover Proposal (each as defined in the Merger Agreement), (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning (except solely to notify any person of the non-solicitation provisions of the Merger Agreement), or make available or furnish or provide access to its properties, employees, officers, assets, books, contracts and records or any confidential information or data to any person in connection with, or for the purposes of encouraging, any BNCC Takeover Proposal or Potential BNCC Takeover Proposal, (iii) approve, endorse or recommend, or propose publicly to

 

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approve, endorse or recommend, any BNCC Takeover Proposal, (iv) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, or other similar agreement for, relating to or in connection with any BNCC Takeover Proposal or Potential BNCC Takeover Proposal, or (v) resolve, agree or publicly propose to do any of the foregoing.

The Merger Agreement further provides that, during the twelve-month period following the termination of the Merger Agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to a BNCC Takeover Proposal, BNCC may be required to pay OppFi a termination fee of $4.55 million. See the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination Fees.”

These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in pursuing an alternative acquisition transaction from considering or proposing such a transaction.

In specified circumstances, BNCC could terminate the Merger Agreement to accept an alternative proposal.

BNCC may, in certain circumstances, terminate the Merger Agreement to enter into an agreement providing for a Superior Proposal prior to obtaining the BNCC Stockholder Approval. In such event, BNCC would be obligated to pay to OppFi a termination fee of $4.55 million. Subject to payment of such termination fee, there will be no liability of BNCC or its directors, officers and affiliates, except that no such person will be relieved from any liability or damage resulting from any fraud or willful breach of the Merger Agreement. Such termination would deny OppFi and its stockholders any benefits from the Transaction and could materially and negatively impact OppFi’s share price. See the sections entitled “The Merger Agreement—Covenants and Agreements—Takeover Proposals,” “—Covenants and Agreements—BNCC Board Recommendation; BNCC Adverse Recommendation Change,” and “—Termination of the Merger Agreement.”

Stockholder litigation could prevent or delay the closing of the Transaction or otherwise negatively affect the business and operations of OppFi and BNCC.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. OppFi and BNCC may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Transaction. An adverse judgment in such a suit could result in monetary damages, which could have a negative impact on OppFi’s and BNCC’s respective liquidity and financial conditions. Lawsuits that may be brought against OppFi, BNCC or their respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Transaction. One of the conditions to the consummation of the Transaction is the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the Transaction, that injunction may delay or prevent the Transaction from being completed within the expected timeframe, or at all, which may adversely affect OppFi and BNCC’s respective businesses, financial conditions, cash flows or results of operations. In addition, either OppFi or BNCC may terminate the Merger Agreement if any legal restraint that enjoins or otherwise prohibits closing of the Transaction has become final and non-appealable, so long as a breach by the terminating party of any of its representations and warranties or obligations under the Merger Agreement was not the proximate cause of, and did not result in, such restraint. There can be no assurance that OppFi or BNCC would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transaction is completed may adversely affect OppFi or BNCC’s respective businesses, financial conditions, cash flows or results of operations.

 

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The shares of OppFi Class A Common Stock to be received by holders of BNCC Common Stock as a result of the Transaction will have different rights from the shares of BNCC Common Stock.

In connection with the Transaction, holders of BNCC Common Stock will receive OppFi Class A Common Stock as Stock Consideration and will accordingly become holders of OppFi Class A Common Stock and their rights as stockholders will be governed by the governing documents of OppFi. The rights associated with OppFi Class A Common Stock are different from the rights associated with BNCC Common Stock. See the section entitled “Comparison of Stockholder Rights” for a discussion of the rights associated with OppFi Class A Common Stock.

BNCC stockholders are expected to have appraisal rights in the Merger.

If the Merger Agreement is adopted by BNCC stockholders, BNCC stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares of BNCC Common Stock will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. Neither BNCC nor OppFi can predict the number of BNCC stockholders who will seek appraisal of their shares. For more information, see the section entitled “Appraisal Rights.”

Risks Relating to the Combined Company

If consummated, the Transaction will subject OppFi to significant additional regulation.

OppFi believes that the Transaction represents a significant transformation for its business. However, if the Transaction is consummated, the combined company will become subject to the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”), as well as certain other laws. The Bank Holding Company Act imposes certain restrictions and requirements, including minimum capital requirements and restrictions on non-banking activities. The combined company will become principally subject thereunder to supervision, regulation and enforcement by the Federal Reserve. OppFi’s national bank subsidiary will be subject to the National Bank Act of 1864, as amended (the “National Bank Act”), as well as certain other laws. These laws impose requirements for the maintenance of adequate capital and sound financial condition, permissible types, amounts and terms of loans and investments, permissible non-banking activities, the level of reserves against deposits and potential restrictions on dividend payments. OppFi’s national bank subsidiary will be principally subject thereunder to supervision, regulation and enforcement by the OCC. The Consumer Financial Protection Bureau (“CFPB”) has rulemaking authority for certain of the products offered by national banks and certain of their activities. State laws may also regulate certain products offered by national banks and certain of their activities, and state regulators may seek to bring enforcement actions with respect to such laws.

Additionally, should the Transaction be consummated, certain stockholders of the combined company may need to comply with applicable federal banking regulations, including the applicable provisions of the Change in Bank Control Act of 1978, as amended (the “Change in Bank Control Act”) and Bank Holding Company Act. Specifically, under the Change in Bank Control Act, any person seeking to acquire control of the combined company may be required to notify and receive the prior non-objection of the Federal Reserve. For these purposes, control may be presumed to exist at 10% or more of the combined company’s voting interests. Similarly, under the Bank Holding Company Act, any bank holding company must obtain prior approval of the Federal Reserve to acquire more than 5% of the combined company, and any other company seeking to acquire control of the combined company would be required to obtain prior Federal Reserve approval and register as a bank holding company. For these purposes, control would exist at 25% ownership of any class of the combined company’s voting securities, and potentially at a lower threshold if certain other factors are present. These requirements may deter certain existing or potential stockholders from purchasing shares of OppFi Class A Common Stock, which may suppress demand for the stock and cause the price to decline.

Further, should the Transaction be consummated, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Wall Street Reform and Consumer Protection Act”), OppFi will be expected to act as a source of financial strength to, and to commit resources to support, its subsidiary bank. This support may be required at times when OppFi may not be inclined to provide it.

 

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OppFi does not have prior experience complying with such additional supervision, regulation and enforcement, and the combined company’s efforts to comply with the same will require substantial time, monetary and human resource commitments. These and other regulatory requirements that will be applicable to the combined company continue to evolve and may create challenges that could affect the combined company’s operations, financial performance and stock price.

If any new or newly applicable regulations or interpretations of existing regulations to which the combined company is subject impose requirements that are impractical or that the combined company cannot satisfy, its ability to offer a broader range of products and services, and its stock price, may be adversely affected.

OppFi may be unable to successfully integrate BNC’s operations and may not realize the anticipated benefits of acquiring BNCC.

Until the consummation of the Transaction, OppFi and BNCC will continue to operate as independent publicly traded companies. The success of the Transaction will depend, in part, on OppFi’s ability to successfully integrate its operations with BNC’s. This integration will be complex and time consuming. The failure to successfully integrate and manage the challenges presented by the integration process may result in the combined company not fully achieving the anticipated benefits of the Transaction. Potential difficulties that OppFi may encounter as part of the integration process, many of which may be beyond the control of management, include the following:

 

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the inability of OppFi to successfully integrate its business with BNC’s business in a manner that permits OppFi to achieve the full anticipated synergies and other benefits anticipated to result from the Transaction, including as a result of BNC’s lines of business in which OppFi has less experience operating, and the combined company’s success will depend, in part, on the effectiveness of the integration strategy pertaining to those lines of business;

 

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the loss of key employees that may be difficult to replace;

 

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the disruption of each company’s ongoing business, which may adversely affect each company’s ability to maintain relationships with creditors, partners or customers;

 

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coordinating geographically disparate organizations, systems and facilities;

 

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unanticipated changes in applicable laws and regulations;

 

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integrating the workforces and systems of the two companies while maintaining focus on achieving the combined company’s operating and strategic goals;

 

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the possibility of faulty assumptions underlying expectations about BNC’s prospects as part of the combined company;

 

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geopolitical, macroeconomic and industry factors, including, among other things, political instability, insurrection, war or other armed conflict, inflation and tariffs; and

 

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potential unknown liabilities and unforeseen increased or new expenses, delays or regulatory conditions associated with the Transaction.

Among the factors considered by the OppFi Board in connection with its adoption of the Merger Agreement were the synergistic and other benefits that could result from the Transaction. OppFi cannot provide assurance that such benefits will be realized within the time periods contemplated or at all.

OppFi is also expected to incur substantial costs in connection with the integration of OppFi and BNC. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated. While OppFi and BNCC have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover,

 

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many of the costs that will be incurred are, by their nature, difficult to estimate accurately. Although OppFi and BNCC expect that the realization of benefits related to the Transaction will offset such costs over time, no assurances can be made that this net benefit will be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition, cash flows and operating results of OppFi following the closing of the Transaction.

The Transaction may be less accretive than expected, or dilutive, to OppFi’s EPS, which may negatively affect the market value of OppFi Class A Common Stock.

The Transaction may be less accretive than expected, or may be dilutive, to OppFi’s EPS. Future events and conditions could decrease or delay any accretion, result in dilution, or cause greater dilution than is currently expected, including adverse changes in market conditions, operating results, competitive conditions, laws and regulations affecting OppFi’s or BNCC’s respective businesses, capital expenditure obligations, higher than expected integration costs, lower than expected synergies and general economic conditions.

The combined company may not be able to maintain its deposit base.

Following the consummation of the Transaction, the combined company intends to rely on deposits as a material source of funding for its lending activities. The combined company’s future growth and strategy will depend in part on its ability to maintain core deposits to provide a less costly and stable source of funding. The deposit markets are competitive, and therefore it may prove difficult to grow the combined company’s core deposit base. Changes that the combined company makes to the rates offered on its deposit products may affect its finances and liquidity. In addition, the combined company’s ability to maintain existing or obtain additional deposits may be impacted by a number of factors, some of which may be beyond the combined company’s control, including perceptions about its reputation and financial strength, which could reduce the number of consumers choosing to place deposits with the combined company.

The combined company’s ability to obtain deposit funding and offer competitive interest rates on deposits will also be dependent on capital levels of the combined company’s bank subsidiary and being considered “well-capitalized” by the banking regulators. The combined company’s regulators can adjust the requirements to be “well-capitalized” at any time and have authority to place limitations on the combined company’s deposit businesses, including the interest rate it pays on deposits. An inability to develop and maintain a strong deposit base could have an adverse impact on the combined company’s business, financial condition and results of operations.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations of the combined company after the Transaction may differ materially.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the Transaction been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the BNCC identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of BNCC as of the date of the completion of the Transaction. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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The Prospective Financial Information prepared in connection with the Transaction is based on various estimates and assumptions that may not be realized, which may adversely affect the market price of OppFi Class A Common Stock following the closing of the Transaction.

This proxy statement/prospectus includes certain financial information considered by OppFi and BNCC in connection with the Transaction. The Prospective Financial Information prepared by OppFi and BNCC (as summarized in the section entitled “The Transaction—Certain Unaudited Prospective Financial Information”) was not prepared with a view towards public disclosure or with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants, or any other regulatory or professional body for preparation or presentation of prospective financial information. The Prospective Financial Information is inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. The Prospective Financial Information is also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of OppFi and BNCC. Important factors that may affect the actual results of OppFi and BNCC and cause the Prospective Financial Information to not be achieved include risks and uncertainties relating to OppFi and BNCC’s respective businesses, industry performance, the regulatory environment, general business and economic conditions and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this proxy statement/prospectus. In light of these uncertainties, the inclusion of the Prospective Financial Information in this proxy statement/prospectus is not and should not be viewed as a representation that the Prospective Financial Information will necessarily reflect actual future results.

The Prospective Financial Information was prepared by, and is the responsibility of, OppFi’s management and BNCC’s management, as applicable. The independent accountants of OppFi and BNCC have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Prospective Financial Information and, accordingly, the independent accountants of OppFi and BNCC do not express an opinion or any other form of assurance with respect thereto. The reports of the independent accountants of OppFi and BNCC incorporated by reference or included herein relate to the respective company’s previously issued audited financial statements. They do not extend to the Prospective Financial Information and should not be read to do so. In addition, the Prospective Financial Information reflects estimates and assumptions based on the experience of OppFi’s and BNCC’s management as of the date on which they were made, which are subject to change and do not reflect revised prospects for OppFi’s and BNCC’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Prospective Financial Information was prepared. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and neither OppFi nor BNCC undertakes any obligation, other than as required by applicable law, to update the Prospective Financial Information to reflect events or circumstances after the dates as of which the Prospective Financial Information were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. In addition, because the Prospective Financial Information covers multiple years, and the underlying information by its nature becomes less predictive with each successive year, there can be no assurance that OppFi, BNCC or the combined company’s financial condition or results of operations will be consistent with those set forth in the Prospective Financial Information.

The market price of OppFi Class A Common Stock after the Transaction may be affected by factors different from those affecting the shares of OppFi Class A Common Stock or BNCC Common Stock currently.

Upon consummation of the Transaction, holders of BNCC Common Stock who receive Merger Consideration will become holders of OppFi Class A Common Stock. OppFi’s business differs from that of BNCC. OppFi’s financial position after the completion of the Transaction may differ from its financial position before the completion of the Transaction, and the results of operations of OppFi and the market price of OppFi Class A Common Stock after the completion of the Transaction may be affected by factors different from those currently affecting the independent results of operations of each of OppFi and BNCC. For a discussion of the businesses of OppFi and BNCC and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

 

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The combined company may be unable to retain OppFi or BNCC personnel successfully while the Transaction is pending or after the Transaction is completed.

Each of OppFi and BNCC depends on the experience and industry knowledge of its management personnel and other key employees to execute its business plans. The success of the Transaction will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by OppFi and BNCC. It is possible that these employees may decide not to remain with OppFi or BNCC, as applicable, while the Transaction is pending or with the combined company after the Transaction is consummated. If OppFi and BNCC are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, OppFi and BNCC could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating OppFi and BNCC to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, OppFi and BNCC may not be able to attract or retain suitable replacements for any key employees who leave either company.

Consummation of the Transaction may trigger change in control, assignment or other provisions in certain agreements to which OppFi or BNCC is a party, which may have an adverse impact on the combined company’s business and results of operations.

The consummation of the Transaction may trigger change in control, assignment and other provisions in certain agreements to which OppFi or BNCC are a party. If OppFi or BNCC, as applicable, is unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, which may include potentially terminating the agreements or seeking monetary damages or other remedies. Even if OppFi BNCC, as applicable, is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations following the consummation of the Transaction or the ability of OppFi and BNCC to successfully integrate their respective businesses.

Holders of BNCC Common Stock will have a reduced ownership and voting interest in OppFi after the Transaction and will exercise less influence over management.

Holders of BNCC Common Stock currently have the right to vote in the election of the board of directors and on other matters affecting BNCC. When the Transaction is completed, each holder of BNCC Common Stock will become a holder of OppFi Class A Common Stock, with a percentage ownership of OppFi that is smaller than such holder’s percentage ownership of BNCC. Based on the number of shares of OppFi Class A Common Stock and BNCC Common Stock outstanding as of the close of business on the Record Date, and based on the number of shares of OppFi Class A Common Stock expected to be issued in connection with the Merger, the former holders of BNCC Common Stock, as a group, are expected to own approximately [ ]% of the OppFi Class A Common Stock immediately after the Transaction and current holders of OppFi Class A Common Stock, as a group, are expected to own approximately [ ]% of OppFi Class A Common Stock immediately after the Transaction. Because of this, holders of BNCC Common Stock may have less influence on the management and policies of OppFi than they now have on the management and policies of BNCC.

Issuance of shares of OppFi Class A Common Stock in connection with the Transaction may adversely affect the market price of OppFi Class A Common Stock.

In connection with the Transaction, based on the number of shares of BNCC Common Stock outstanding as of the Record Date, OppFi expects to issue approximately [ ] shares of OppFi Class A Common Stock to BNCC stockholders. The issuance of these new shares of OppFi Class A Common Stock may result in fluctuations in the market price of OppFi Class A Common Stock, including a stock price decrease.

 

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Risks Relating to the Business of BNCC

BNCC’s failure to effectively manage its liquidity could materially and adversely affect its financial condition, cash flows and results of operations.

BNCC’s liquidity, including the liquidity of BNC, as its wholly owned subsidiary, is critical to its ability to operate its business. BNC’s primary sources of liquidity are deposits and the repayments and maturities of loans and debt securities. BNC may also utilize brokered deposits, sell debt securities, and borrow overnight federal funds from the Federal Home Loan Bank (“FHLB”) of Des Moines. BNC and BNCC have also periodically raised funds through the issuance of subordinated notes, subordinated debentures and other long-term borrowings. BNC’s ability to obtain funds is influenced by numerous external factors, including, but not limited to, local, regional and national economic conditions, fluctuations in market interest rates, and competition for deposits in the markets BNC serves. Additionally, changes to the FHLB of Des Moines’ underwriting guidelines may limit or restrict BNC’s ability to borrow effectively. A decline in available funding caused by any of the above factors could adversely impact BNC’s ability to originate loans, invest in securities, meet its expenses or fulfill its obligations, such as repaying BNC’s borrowings or meeting deposit withdrawal demands. The inability to engage in any such activities as a result of inadequate liquidity would have a material adverse effect on BNCC’s financial condition, cash flows and results of operations.

The market in which BNC operates is highly competitive, and BNC may not be able to compete effectively.

BNC faces intense and increasing competition both in making loans and in attracting deposits. BNC faces competition from larger, better-capitalized and better-funded competitors that may be able to offer products and services BNC is unable to offer. BNC’s competition for loans comes principally from other commercial banks, savings banks, savings and loan associations, mortgage banking companies, insurance companies, finance companies and credit unions. BNC’s management anticipates that competition for loans will continue to increase in the future. BNC’s most direct competition for deposits historically has come from savings banks, other commercial banks, savings and loan associations and credit unions. In addition, BNC faces competition for deposits from products offered by brokerage firms, insurance companies and other financial intermediaries, such as money market and other mutual funds and annuities. Consolidation within the banking industry, increased adoption of digital banking and other fintech alternatives, and the removal of interstate banking and branching restrictions have made it more difficult for smaller, community-oriented banks, such as BNC, to compete effectively with large national, regional, and super-regional banking and other financial institutions.

BNCC’s results of operations may be adversely affected by changes in national, regional and local economic conditions.

BNCC’s operating results are affected by, and are expected to continue to be affected by, national, regional, and local economic and competitive conditions, including fluctuations in market interest rates, economic conditions within BNCC’s operating footprint, government policies, and regulatory actions. Adverse economic conditions may cause BNC’s borrowers to default on their loans or withdraw deposits to meet financial obligations. A decline in the national, regional or local economy could therefore adversely affect BNCC’s financial condition and results of operations, including through decreased demand for loans or increased competition for good loans, increased non-performing loans and credit losses resulting in additional provisions for credit losses. Many factors could require increases to BNC’s allowance for credit losses in future periods above those currently maintained. These factors include, but are not limited to: adverse changes in economic conditions and fluctuations in market interest rates that may affect the ability of borrowers to make payments on loans, changes in the financial capacity of individual borrowers, changes in the local real estate market and the value of loan collateral and future review and evaluation of BNC’s loan portfolio, internally or by regulators.

 

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BNCC’s regional concentration exposes it to adverse economic conditions in the locations in which it operates.

Substantially all of BNC’s loans are to individuals and businesses in BNC’s market areas in North Dakota and Arizona. Therefore, BNC (and thus, BNCC) is, or in the future may be, particularly vulnerable to adverse changes in economic conditions in these regions. The credit quality of BNC’s borrowers may deteriorate for a number of reasons that are outside BNC’s control, including as a result of prevailing economic and market conditions and asset valuations. The trends and risks affecting borrower credit quality, particularly in North Dakota and Arizona, have caused, and in the future may cause, BNC to experience impairment charges, which are reductions in the recoverable value of an asset, increased purchase demands, wherein customers make withdrawals with minimum notice, higher costs (e.g., servicing, foreclosure, property maintenance), additional write-downs and losses and a potential impact to engaging in lending transactions based on a reduction of customer deposits, which could have a material adverse effect on BNC’s financial condition, cash flows and results of operations.

Current conditions in, and regulation of, the banking industry may have a material adverse effect on BNCC’s results of operations and the value of BNCC Common Stock.

Financial institutions have been the subject of significant legislative and regulatory changes that impose a wide variety of regulations affecting BNCC’s business. Significant new laws or regulations or changes in, or repeals of, existing laws or regulations, including those with respect to federal and state taxation, may cause the results of operations of BNCC to differ materially and adversely. In addition, the cost and burden of compliance, over time, have significantly increased and could continue to increase and adversely affect the ability of BNCC to operate profitably.

BNC is subject to minimum capital requirements imposed by federal regulation. Failure to adhere to these minimums, among other issues, could limit the dividends that BNC may pay to BNCC and could limit the annual growth of BNC. In addition, BNC is subject to extensive supervision, regulation and enforcement by the OCC. BNCC is also subject to regulation and oversight by the Federal Reserve. Such regulations limit the manner in which BNCC and BNC conduct business, undertake new investments and activities and obtain financing. The regulatory structure also provides regulatory authorities with extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Failure to comply with applicable laws and regulations could subject BNCC and BNC to regulatory enforcement action that could result in the assessment of significant civil money penalties against BNC or BNCC.

Changes in interest rates could adversely affect BNCC’s results of operations and financial condition. The monetary, tax and other policies of governmental agencies, including the Federal Reserve, have a significant impact on interest rates and overall financial market performance over which BNCC has no control and which BNCC may not be able to anticipate adequately.

The Federal Reserve may raise or lower interest rates in response to economic conditions, particularly inflationary pressures and unemployment statistics. BNCC’s earnings depend in material part on the performance of its subsidiary bank, BNC. BNC’s performance depends in material part on its interest rate spread, which is the difference between (i) the rates BNC earns on loans, securities, and other earning assets and (ii) the interest rates BNC pays on deposits and other borrowings. These rates are highly sensitive to many factors beyond BNC’s control, including general economic conditions and the policies of various governmental and regulatory authorities. When market interest rates rise, BNC faces competitive pressure to increase the rates that it pays on deposits, which could result in a decrease in BNC’s net interest income. When market interest rates decline, BNC has experienced, and could in the future experience, fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets. Sharp fluctuations in interest rates could exacerbate these risks. BNC’s earnings, and thus BNCC’s earnings, can also be impacted by the spread between short-term and long-term market interest rates.

 

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The monetary, tax and other policies of the government and its agencies, including the Federal Reserve, have a significant impact on interest rates and overall financial market performance. These governmental policies can thus affect the activities and results of operations of bank holding companies such as BNCC, and its subsidiary bank, BNC. An important function of the Federal Reserve is to regulate the national supply of bank credit and certain interest rates. The actions of the Federal Reserve influence the rates of interest that BNC charges on loans and that BNC pays on borrowings and interest-bearing deposits and can also affect the value of BNC’s on-balance sheet and off-balance sheet financial instruments. Also, due to the impact on rates for short-term funding, the Federal Reserve’s policies influence, to a significant extent, BNCC’s cost of such funding, and increases in short-term interest rates have in the past increased, and may in the future increase, BNCC’s cost of short-term funding.

BNC may not be able to adequately measure and limit credit risk, which could lead to unexpected losses.

The business of lending is inherently risky, including risks that the principal or interest of any loan will not be repaid timely, or at all, or that the value of any collateral supporting the loan will be insufficient to cover BNC’s outstanding exposure. These risks may be affected by the strength of the borrower’s business sector and local, regional and national market and economic conditions. Many of BNC’s loans are made to small- to medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers. BNC’s risk management practices, such as monitoring the concentration of loans within specific industries and credit approval practices, may not adequately reduce credit risk, and BNC’s credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with BNC’s loan portfolio could lead to unexpected losses and have a material adverse effect on BNC’s and BNCC’s business, financial condition and results of operations.

If non-performing assets increase, earnings will be adversely impacted.

Non-performing assets adversely affect net income in various ways. Interest income is not accrued on non-accrual loans or other real estate owned. BNC must record a reserve for expected credit losses, which is established through a current period charge in the form of a provision for expected credit losses, and from time to time must write down the value of properties in BNC’s other real estate owned portfolio, to the extent that there is any, to reflect changing market values. Additionally, there are legal fees associated with the resolution of problem assets as well as carrying costs such as taxes, insurance and maintenance related to other real estate owned. Further, the resolution of non-performing assets requires the active involvement of BNC’s and potentially, BNCC’s management, which can distract them from more profitable activities. Finally, if the estimate for the recorded allowance for credit losses proves to be incorrect and the allowance is inadequate, the allowance will have to be increased and, as a result, BNC’s, and thus BNCC’s earnings, would be adversely affected.

BNC’s commercial real estate lending activities expose it (and thus, BNCC) to increased lending risks and related loan losses.

At March 31, 2026, BNC’s commercial real estate loan portfolio totaled $256.0 million, or 34.9% of its total loan portfolio. Commercial real estate loans generally expose a lender to greater risk of non-payment and loss than one-to-four family residential mortgage loans because repayment of the loans often depends on the successful operation of the properties and the income stream of the borrowers. These loans involve larger loan balances to single borrowers or groups of related borrowers compared to one-to-four family residential mortgage loans. Some segments have shown some signs of weakness as rising expenses and debt costs and lower valuations have impacted credit quality metrics. Vacancy rates have risen in the office sector, which is experiencing significant structural shifts that could take several years to fully materialize as new remote work practices normalize. To the extent that borrowers have more than one commercial real estate loan outstanding, an adverse development with respect to one loan or one credit relationship could expose BNC to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential real estate loan. Moreover, if loans that

 

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are collateralized by commercial real estate become troubled and the value of the real estate has deteriorated significantly, then BNC may not be able to recover the full contractual amount of principal and interest that it anticipated at the time it originated the loan. A decline in the value of the collateral for a loan may require BNC to increase its allowance for credit losses, which would adversely affect its earnings and financial condition.

BNC’s concentration of residential mortgage loans exposes it (and thus, BNCC) to increased lending risks.

Though the mortgage business line was divested in 2023, a portion of BNC’s total portfolio remains secured by residential mortgage one-to-four family real estate, a significant majority of which is located in North Dakota. One-to-four family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Declines in real estate values could cause some of BNC’s residential mortgages to be inadequately collateralized, which would expose it to a greater risk of loss if it seeks to recover on defaulted loans by selling the real estate collateral. In addition, BNC retains some risk related to mortgage loans previously sold without recourse in the ordinary course of business, as BNC could be required to repurchase those sold mortgage loans in the future under certain circumstances in accordance with industry standard contractual obligations.

BNCC’s wealth management and trust business may be adversely affected by unfavorable economic and market conditions generally.

BNCC’s wealth management and trust business may be negatively impacted by general economic and market conditions because the performance of such businesses is directly affected by conditions in the financial and securities markets. The financial markets and businesses operating in the securities industry are highly volatile and are directly affected by, among other factors, domestic and foreign economic conditions and general trends in business and finance, all of which are beyond BNCC’s control. Declines in the financial markets or a lack of sustained growth may adversely affect the market value of the assets that we manage. In some cases, BNCC’s fee revenue is based on a percentage of the account’s market value, so declines may impact BNCC’s fee revenue.

Because BNCC invests in a wide variety of assets on behalf of its trust and wealth management customers, BNCC is exposed to market and economic risks across the country, including in markets beyond its primary markets. In addition, certain of BNCC’s expenses are fixed, and its ability to reduce them in response to market factors over short periods of time is limited, which could negatively impact its business, financial condition and results of operations.

BNCC may be subject to regulatory exam findings, claims, and litigation pertaining to its fiduciary responsibilities in connection with its wealth management and trust business.

Some of the services BNCC provides, such as trust and wealth management services, require it to act in a fiduciary capacity or similar role for its customers and others. From time to time, regulators or third parties may make claims and take legal action against BNCC pertaining to the performance of its fiduciary responsibilities. If these claims and legal actions are not resolved in a manner favorable to BNCC, it may be exposed to significant financial liability, disgorgement of fees, or its brand could be damaged. Either of these results may adversely impact demand for BNCC’s products and services or otherwise have a material adverse effect on BNCC’s business, financial condition and results of operations.

If BNC forecloses on real property collateral, BNC (and thus, BNCC) may be subject to increased costs associated with the ownership of real property, resulting in reduced revenues.

BNC may have to foreclose on real property collateral to protect its investment and may thereafter own and operate such property consistent with applicable law, in which case BNC will be exposed to the risks inherent in the ownership of real estate. The amount that BNC, as a mortgagee, may realize after a default is dependent upon

 

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factors outside of BNC’s control, including, but not limited to: (i) general or local economic conditions; (ii) neighborhood values; (iii) size, use, and location of the properties; (iv) interest rates; (v) real estate tax rates; (vi) operating expenses of the mortgaged properties; (vii) environmental remediation liabilities; (viii) ability to obtain and maintain adequate occupancy of the properties; (ix) zoning laws; and (x) governmental rules, regulations and fiscal policies. Certain expenditures associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the income from the real estate.

Therefore, the cost of operating real property may exceed the income earned from such property, and BNC may have to advance funds in order to protect its investment or dispose of the real property at a loss. The foregoing expenditures and costs could adversely affect BNC’s ability to generate revenues, resulting in reduced levels of profitability for BNC and BNCC.

BNCC operates in a highly regulated industry, and compliance with, or changes to, the laws and regulations that govern its operations may adversely affect it.

The banking industry is heavily regulated. BNCC is subject to the Bank Holding Company Act, as well as certain other laws. The Bank Holding Company Act imposes certain restrictions and requirements, including minimum capital requirements and restrictions on non-banking activities. BNCC is principally subject thereunder to supervision, regulation and enforcement by the Federal Reserve. BNC is subject to the National Bank Act, as well as certain other laws. These laws impose requirements for the maintenance of adequate capital and sound financial condition, permissible types, amounts and terms of loans and investments, permissible non-banking activities, the level of reserves against deposits and potential restrictions on dividend payments. BNC is principally subject thereunder to supervision, regulation and enforcement by the OCC. The CFPB has rulemaking authority for certain of the products offered by BNC and certain of its activities. State laws may also regulate certain products offered by BNC and certain of its activities, and state regulators may seek to bring enforcement actions with respect to such laws.

Under the applicable provisions of the Change in Bank Control Act and Bank Holding Company Act, any person seeking to acquire control of BNCC may be required to notify and receive the prior non-objection of the Federal Reserve, consistent with the applicable requirements of the relevant law. Further, under the Dodd-Frank Wall Street Reform and Consumer Protection Act, BNCC is expected to act as a source of financial strength to, and to commit resources to support, BNC. This support may be required at times when BNCC may not be inclined to provide it.

These and other restrictions limit the manner in which BNCC conducts business and obtains financing. BNCC and BNC’s efforts to comply with applicable law require substantial time, monetary and human resource commitments. The laws, rules, regulations, and supervisory guidance and policies applicable to BNCC are subject to regular modification and change. If any new or newly applicable regulations or interpretations of existing regulations to which BNCC or BNC is subject impose requirements that are impractical or that BNCC or BNC cannot satisfy, the relevant entity’s ability to offer a broader range of products and services, and BNCC’s stock price, may be adversely affected.

While BNCC has developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that BNCC’s compliance policies and procedures will be effective. Failure to comply (or to ensure that BNCC’s agents and third-party service providers comply) with laws, regulations, or policies could result in enforcement actions or sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which could have a material adverse effect on BNCC’s business, financial condition, or results of operations. The burdens imposed by federal and state regulations put banks at a competitive disadvantage compared to less regulated competitors such as finance companies, mortgage banking companies, and leasing companies.

 

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BNCC relies on dividends from BNC for its liquidity.

BNCC is a separate and distinct legal entity from its subsidiaries. BNCC typically receives substantially all of its revenue from subsidiary dividends, including those from BNC. Various federal and/or state laws and regulations, as well as regulatory expectations, may limit the amount of dividends that BNC may pay. Limitations on BNCC’s ability to receive dividends from its subsidiaries could have a material adverse effect on its liquidity and ability to pay dividends on its stock or interest and principal on its debt.

Changes in cybersecurity or privacy regulations may increase BNCC’s compliance costs, limit BNC’s ability to gain insight from data and lead to increased scrutiny.

BNC collects, processes, stores and shares information from and about its customers, website and application users and other third parties, including personal information and other data. Any actual or perceived failure by BNC to comply with its privacy policies, privacy-related obligations to customers or third parties, data disclosure and consent obligations or privacy or security-related legal obligations may result in governmental enforcement actions, litigation or public statements critical of BNC and BNCC. Such actual or perceived failures could also cause BNC’s customers to lose trust in BNC. Restrictions on data collection and use may also limit BNC’s opportunity to gain business insights useful to running its business and offering innovative products and services.

BNCC has risk related to legal proceedings.

BNCC and BNC may become involved in legal proceedings concerning matters arising from their business activities and fiduciary responsibilities from time to time. BNCC establishes an accrual for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. BNCC may still incur legal costs for a matter even if it has not established an accrual. In addition, the actual cost of resolving a legal claim may be substantially higher than any amounts accrued for that matter. The ultimate resolution of a pending or future proceeding, depending on the remedy sought and granted, could materially adversely affect BNC’s and BNCC’s results of operations and financial condition.

BNC’s inability to hire or retain key personnel could adversely affect BNCC’s financial condition and results of operations.

BNCC’s success depends, in large part, on BNC’s ability to attract and retain key personnel. BNC faces intense competition from commercial banks, savings banks, savings and loan associations, mortgage banking companies, insurance companies, finance companies and credit unions for qualified employees. If BNC is unable to attract or retain key personnel, it could lose valuable customer relationships, experience reduced operational efficiency and suffer adverse effects on BNCC’s financial condition and results of operations.

BNCC is not required to pay dividends on shares of BNCC Common Stock.

Holders of BNCC Common Stock are entitled to receive dividends only as and if declared by the BNCC Board from funds legally available for such payments. Although BNCC has historically declared cash dividends on shares of BNCC Common Stock, it is not required to do so and may reduce or eliminate dividends in the future, either voluntarily to preserve capital and liquidity or if BNC does not generate sufficient earnings to support dividend payments.

Risks Relating to OppFi’s Business

You should read and consider risk factors specific to OppFi’s business that will also affect the combined company after the Transaction. These risks are described in the sections titled “Risk Factors” in OppFi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

 

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INFORMATION ABOUT THE SPECIAL MEETING

Time, Place, and Purpose of the Special Meeting

This proxy statement/prospectus is being furnished to BNCC stockholders as part of the solicitation of proxies by the BNCC Board for use at the Special Meeting to be held virtually via the Internet on [    ], 2026, at [ ] [a.m./p.m.] Central Time, or at any postponement or adjournment thereof.

The Special Meeting will be held solely via live webcast and there will not be a physical meeting location. BNCC stockholders will be able to attend the Special Meeting online and vote their shares electronically during the meeting by visiting www.virtualstockholdermeeting.com/BNCC2026SM.

At the Special Meeting, BNCC stockholders will be asked to consider and vote upon the Merger Proposal and the Adjournment Proposal. No other business will be conducted at the Special Meeting.

BNCC stockholders must approve the Merger Proposal in order for the Transaction to be completed. If BNCC stockholders fail to approve the Merger Proposal, the Transaction will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus, and you are encouraged to read the Merger Agreement carefully and in its entirety to determine the terms of the Merger Agreement applicable to you and the effects of the Transaction.

Record Date and Quorum

BNCC has set the close of business on [ ], 2026 as the Record Date for the Special Meeting, and only holders of record of BNCC Common Stock on the Record Date are entitled to vote at the Special Meeting. You are entitled to receive notice of, and to vote at, the Special Meeting via the Special Meeting website if you owned shares of BNCC Common Stock as of the close of business on the Record Date. On the Record Date, there were [ ] shares of BNCC Common Stock outstanding and entitled to vote. You will have one vote on all matters properly coming before the Special Meeting for each share of BNCC Common Stock that you owned on the Record Date. The agenda and rules of conduct for the meeting will be posted on the Special Meeting website. Pursuant to BNCC’s Amended and Restated Bylaws (the “BNCC Bylaws”), the order of business and all other matters of procedure at the Special Meeting will be determined by the Chairman of the BNCC Board or, in his absence, such other officer of BNCC as identified under the BNCC Bylaws.

The presence, via the Special Meeting website or represented by proxy, of holders of a majority of all of the outstanding shares of BNCC Common Stock entitled to vote at the Special Meeting constitutes a quorum for the purposes of the Special Meeting. Abstentions are considered present for purposes of establishing a quorum.

Vote Required

The approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of BNCC Common Stock entitled to vote thereon. Because the affirmative vote required to approve the Merger Proposal is based upon the total number of outstanding shares of BNCC Common Stock, if you fail to submit a proxy or vote at the Special Meeting via the Special Meeting website, or vote to abstain, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

If your shares of BNCC Common Stock are registered directly in your name with BNCC’s transfer agent, Broadridge Financial Solutions, Inc., you are considered, with respect to those shares of BNCC Common Stock, the stockholder of record. If you are a stockholder of record, this proxy statement/prospectus and the enclosed proxy card have been sent directly to you by BNCC.

 

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If your shares of BNCC Common Stock are held through a bank, brokerage firm, or other nominee, you are considered the beneficial owner of shares of BNCC Common Stock held in “street name.” In that case, this proxy statement/prospectus has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of BNCC Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Banks, brokerage firms, or other nominees who hold shares in “street name” for customers have the authority to vote on “routine” proposals when they have not received voting instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the Merger Proposal and the Adjournment Proposal. As a result, absent specific voting instructions from the beneficial owner of such shares of BNCC Common Stock, banks, brokerage firms and other nominees are not empowered to vote those shares of BNCC Common Stock on any of the proposals at the Special Meeting. A so-called “broker non-vote” results when banks, brokerage firms and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Under applicable stock exchange rules, all of the proposals in this proxy statement/prospectus are non-routine matters, so there can be no broker non-votes at the Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. If your shares of BNCC Common Stock are present at the Special Meeting but are not voted on the Adjournment Proposal, this will not have an effect on the vote to approve the Adjournment Proposal. If you vote to abstain on the Adjournment Proposal, this will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal. If you fail to submit a proxy and fail to attend the Special Meeting via the Special Meeting website or if your shares of BNCC Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of BNCC Common Stock, your shares of BNCC Common Stock will not be voted, but this will not have an effect on the vote to approve the Adjournment Proposal, except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum.

As of the Record Date, (i) directors and executive officers of BNCC and their affiliates who beneficially owned and were entitled to vote approximately [    ] shares of BNCC Common Stock, representing approximately [    ]% of the shares of BNCC Common Stock outstanding on such date have entered into Voting Agreements, and (ii) certain BNCC stockholders and their affiliates who have entered into Voting Agreements beneficially owned and were entitled to vote approximately [    ] shares of BNCC Common Stock, representing approximately [ ]% of the shares of BNCC Common Stock outstanding on such date. The terms of the Voting Agreements generally require the stockholders party thereto to vote in favor of the Merger Proposal. The terms of the Voting Agreements are more fully described in the section entitled “Voting Agreements.”

Proxies and Revocations

If you are a stockholder of record, you may vote your shares of BNCC Common Stock on the matters presented at the Special Meeting in the following ways:

 

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by telephone or over the Internet by accessing the telephone number or Internet website specified on the enclosed proxy card. The control number provided on your proxy card is designed to verify your identity when voting by telephone or Internet. Proxies delivered over the Internet or by telephone must be submitted by 10:59 p.m., Central Time, on [ ], 2026. Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible;

 

•

by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

 

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•

by attending the Special Meeting via the Special Meeting website and voting your shares through the Special Meeting website.

Shares of BNCC Common Stock held directly in your name as the stockholder of record may be voted at the Special Meeting via the Special Meeting website. Even if you plan to attend the Special Meeting, the BNCC Board recommends and requests that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Special Meeting.

If you are a beneficial owner of BNCC Common Stock, you will receive instructions from your bank, brokerage firm, or other nominee that you must follow in order to have your shares of BNCC Common Stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. If telephone or Internet voting is available to you and you wish to vote by telephone or online (other than at the Special Meeting via the Special Meeting website), your vote by telephone or Internet must be submitted by 10:59 p.m., Central Time, on the day before the Special Meeting. Please note that if you are a beneficial owner and wish to vote at the Special Meeting via the Special Meeting website, you must obtain a legal proxy, in pdf or image file format, from the bank, brokerage firm or other nominee holding your shares giving you the right to vote your shares at the Special Meeting, and present it with your online ballot during the Special Meeting.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting online or by telephone. If you submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with BNCC’s Corporate Secretary by the time the Special Meeting begins. Please do not send in your stock certificates with your proxy card. When the Transaction is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the Merger Consideration in exchange for your stock certificates.

If you vote by proxy, the individuals named on the enclosed proxy card (each of them, with full power of substitution) will vote your shares of BNCC Common Stock in the way that you indicate. When completing telephone or online processes or the proxy card, you may specify whether your shares of BNCC Common Stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of BNCC Common Stock should be voted on a matter, the shares of BNCC Common Stock represented by your properly signed proxy will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, before it is exercised, and your last vote is the vote that will be counted. If you are a BNCC stockholder of record who voted by mailing in a proxy card, you can write to BNCC’s Corporate Secretary at BNCCORP, Inc., Attn: Tracey Herschman, 322 East Main Avenue, Bismarck, North Dakota 58501, stating that you wish to revoke your proxy and requesting another proxy card, provided such statement is received by [    ], 2026. If you hold your BNCC Common Stock through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and asking for a new proxy card. If you submitted your proxy by Internet or by telephone, you can vote again by voting over the Internet or by telephone before the closing of the voting facilities, which will occur immediately prior to the start of the Special Meeting for stockholders of record and at 10:59 p.m., Central Time, on [    ], 2026 for beneficial owners. If you attend the Special Meeting via the Special Meeting website, you must vote your shares through the Special Meeting website to revoke your proxy. Your attendance alone at the Special Meeting via the Special Meeting website will not in and of itself constitute a revocation of your proxy.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF BNCC COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,

 

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DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE, OR FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR ONLINE.

Solicitation of Proxies; Payment of Solicitation Expenses

BNCC has engaged [ ] to act as its proxy solicitor and to assist in the solicitation of proxies for the Special Meeting. BNCC has agreed to pay [ ] approximately $[ ] plus reimbursement for certain expenses for such services and also will indemnify [ ] against certain claims, costs, damages, liabilities, judgments and expenses. BNCC may reimburse banks, brokerage firms, other nominees or their respective agents for their expenses in forwarding proxy materials to beneficial owners of BNCC Common Stock.

BNCC’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. BNCC will also request that brokerage houses and other custodians, nominees and fiduciaries send these proxy materials to beneficial owners of BNCC Common Stock. BNCC will, upon request, reimburse such brokerage houses and custodians for their reasonable expenses in assisting with the solicitation of proxies.

Questions and Additional Information

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of BNCC Common Stock or need additional copies of this proxy statement/ prospectus or the enclosed proxy card, please contact [ ], BNCC’s proxy solicitor, by calling toll-free at [ ], or for banks and brokers, collect at [ ].

 

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BNCC PROPOSALS

Merger Proposal

BNCC stockholders are being asked to vote on a proposal to adopt the Merger Agreement and approve the consummation of the transactions contemplated thereby. BNCC stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes hereto, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

It is a condition to the completion of the Transaction that BNCC stockholders approve the Merger Proposal. The approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of BNCC Common Stock entitled to vote thereon. Because the affirmative vote required to approve the Merger Proposal is based upon the total number of outstanding shares of BNCC Common Stock, if you fail to submit a proxy or vote at the Special Meeting via the Special Meeting website, or vote to abstain, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

The BNCC Board has unanimously adopted and approved the Merger Agreement and the Transaction and has determined that the Merger Agreement and the Transaction are advisable, fair to, and in the best interests of BNCC and its stockholders.

THE BNCC BOARD UNANIMOUSLY RECOMMENDS THAT BNCC STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

Adjournment Proposal

BNCC stockholders are also being asked to vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement.

The approval of the Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. If your shares of BNCC Common Stock are present at the Special Meeting but are not voted on the Adjournment Proposal, this will not have an effect on the vote to approve the Adjournment Proposal. If you vote to abstain on the Adjournment Proposal, this will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal. If you fail to submit a proxy and fail to attend the Special Meeting via the Special Meeting website or if your shares of BNCC Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of BNCC Common Stock, your shares of BNCC Common Stock will not be voted, but this will not have an effect on the vote to approve the Adjournment Proposal, except to the extent that it results in there being insufficient shares present at the meeting to establish a quorum.

THE BNCC BOARD UNANIMOUSLY RECOMMENDS THAT BNCC STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

 

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THE PARTIES TO THE MERGER AGREEMENT

OppFi Inc.

130 E. Randolph Street

Suite 3400

Chicago, Illinois 60601

(408) 654-7400

OppFi Inc., a Delaware corporation, is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, OppFi assists consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0 star rating on Trustpilot based on over 5,500 reviews (as of March 31, 2026), positioning OppFi among the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty, a credit access company that provides revenue-based financing and other working capital solutions to small businesses.

OppFi’s primary mission is to facilitate financial inclusion and credit access to the 48 million everyday Americans who face credit insecurity through unwavering commitment to its customers, who benefit from a highly automated, transparent, efficient, and fully digital experience. The banks that work with OppFi benefit from its turn-key, outsourced marketing, data science and proprietary technology to digitally acquire, underwrite, and service these consumers.

OppFi’s primary products are offered by its OppLoans platform. Customers on this platform are U.S. consumers who are employed, have bank accounts, and generally earn median wages. The average installment loan for a new borrower facilitated by OppFi is approximately $2,000, payable in installments and with an average contractual term of 11 months (as of March 31, 2026).

OppFi Class A Common Stock is currently listed on the NYSE under the symbol “OPFI.”

BNCCORP, INC.

322 East Main Avenue

PO Box 4050

Bismarck, North Dakota, 58501

(701) 250-3040

BNCCORP, Inc., a Delaware corporation, is a bank holding company and the parent of BNC National Bank, which is a diversified community bank with three primary areas of focus: commercial banking, retail banking and wealth management.

BNCC meets the needs of small- to mid-sized businesses with a range of commercial banking services, including business financing, commercial real estate lending, Small Business Administration (“SBA”) loans, business checking, cash management, corporate credit cards and merchant services. BNCC’s commercial banking relationships are primarily in North Dakota and Arizona. North Dakota relationships are mainly in the capital region of Bismarck/Mandan. Beyond Bismarck, BNCC serves communities to the North and West that are economically influenced by oil and energy, as well as the agricultural communities of central North Dakota.

BNC’s retail banking services are provided through a network of locations in North Dakota and Arizona along with online access and transaction capabilities. Among BNCC’s broad array of retail banking services are personal checking and savings products, personal loans, and card services. BNCC’s branch network is concentrated in North Dakota, where it has been rewarded by its customers’ loyalty by being responsive to their preferences for convenient face-to-face transactional banking.

 

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BNCC seeks to be a trusted advisor to its clients as they plan for retirement and manage their investments by providing wealth management solutions, including, personal wealth advisory services, 401(k) and other retirement plan administration. Many of BNCC’s wealth management clients come to BNCC from commercial banking relationships; BNCC administers, for example, retirement savings plans for the employees of some of its business clients. In this way, BNCC is well positioned to help clients manage wealth and transfer assets in a manner that enables them to accomplish their business and personal financial goals.

BNCC Common Stock is currently quoted on the OTCQX under the symbol “BNCC.”

Birch Merger Sub, LLC

130 E. Randolph Street

Suite 3400

Chicago, Illinois 60601

(408) 654-7400

Birch Merger Sub, LLC is a Delaware limited liability company and wholly owned subsidiary of OppFi that was formed solely for the purpose of effecting the Merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi.

 

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THE TRANSACTION

This section describes the Transaction. The description in this section and elsewhere in this proxy statement/ prospectus is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about OppFi or BNCC. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings OppFi makes with the SEC that are incorporated by reference into this document, as described in the section entitled “Where You Can Find More Information.”

Terms of the Transaction

Each of the OppFi Board and the BNCC Board have approved the Merger Agreement. Pursuant to the Merger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of OppFi. Immediately following the Merger, an interim bank and wholly owned subsidiary of OppFi (which has been or will be formed before the date thereof) will merge with and into BNC, with BNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi. Following the closing of the Transaction, OppFi intends to contribute, whether by merger or otherwise, substantially all of its assets, liabilities and operations into BNC.

If the Merger is completed, each share of BNCC Common Stock issued and outstanding immediately prior to the completion of the Merger, except for Canceled Shares, will be converted into the right to receive, in each case without interest, 1.90 shares of OppFi Class A Common Stock and $19.375 in cash. Cash will be paid in lieu of fractional shares.

Holders of BNCC Common Stock are being asked to adopt the Merger Agreement. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the Transaction, including the conditions to completion of the Transaction and the provisions for terminating or amending the Merger Agreement.

Background of the Transaction

The BNCC Board, committees of the BNCC Board and BNCC’s management team periodically and in the ordinary course, including with the assistance of advisors, analyze and consider a variety of financial and strategic opportunities as part of BNCC’s long-term strategy to enhance value for its stockholders, including potential acquisitions, divestitures, business combinations and other strategic transactions, compared to the benefits and risks of executing BNCC’s standalone business plan. Members of the BNCC Board from time to time have met or otherwise communicated informally and independently with representatives of other financial services companies and investors regarding, among other things, prospects and developments in the banking industry, financial markets, the bank regulatory environment, the economy generally and the implications of the foregoing for financial institutions generally and for BNCC in particular.

During its ongoing strategic review process, the BNCC Board examined the factors leading to the accelerating consolidation of the banking industry as banking institutions struggled to achieve the asset size and profitability necessary to achieve normalized returns in an increasingly competitive, regulated and segmented industry. These factors required consistently greater investments in regulatory compliance, technology infrastructure and development of new and innovative loan and operational platforms, which expenses were difficult to manage for community banks and other small, independent financial institutions. In 2019, the BNCC Board determined that it was advisable to form a committee to review and make recommendations to the BNCC Board regarding strategic alternatives available to BNCC to enhance stockholder value, and on April 8, 2019, the BNCC Board formed a Strategic Review Committee (the “Strategic Committee”) to evaluate, recommend and oversee the execution of strategic alternatives to improve BNCC’s financial metrics to maximize stockholder value.

 

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The Strategic Committee thereafter oversaw BNCC’s retention of Kent Financial Services Advisory, LLC (“Kent Financial”), a firm specializing in financial and strategic advisory services to banking institutions, to assist with review of the market and evaluation of strategic transactions that may be available to BNCC to increase stockholder value.

Under the leadership of the Strategic Committee and the BNCC Board, between 2019 and the summer of 2024, BNCC engaged in certain restructuring transactions and actions intended to improve BNCC’s operational and financial performance and risk profile and to optimize long term value. The actions implemented during this period included the sale of a branch in Golden Valley, Minnesota, the divestiture of BNC’s mortgage business, a review of BNCC’s capital policies, the payment of special dividends totaling approximately $78.9 million in the aggregate between 2020 and 2025, modifications to liquidity and asset/liability management through the reduction of non-core deposits and the restructuring of the investment securities portfolio, changes to BNCC’s performance based compensation practices and the restructuring of the BNC board of directors to include members of the BNCC Board.

On October 7, 2024, upon the initiative of the Chairman of the BNCC Board and the Strategic Committee, the Strategic Committee met with a representative of Kent Financial, representatives of Fredrikson and a representative of Kaplan Strangis & Kaplan, LLC, corporate, governance, executive compensation and securities counsel to BNCC (“Kaplan Strangis”), in attendance. The representative of Kent Financial led the Strategic Committee in a review of trends in the banking industry in operations, earnings, valuations and consolidations, including trends specific to the North Dakota banking market. The Strategic Committee and the representative of Kent Financial further evaluated expected valuations of BNCC in a sale, merger, or similar strategic transaction based on BNCC’s current financial performance and condition, improvements to BNCC’s financial performance that would be required to obtain a valuation that the BNCC Board would likely consider to be worthy of pursuing, and expected increases in expenses for BNCC if it continued independent operations, including regulatory costs, technology investments and compensation expenses. Following the presentation, the Strategic Committee determined that it should recommend to the BNCC Board that it engage in further evaluation of potential inorganic strategic alternatives to enhance stockholder value.

On October 14, 2024, a representative of Kent Financial made a similar presentation to the BNCC Board, and the Strategic Committee presented its conclusions to the BNCC Board regarding its view that BNCC should engage in more active evaluation of potential strategic alternatives to enhance stockholder value. Following such discussions, the BNCC Board approved a reconstitution of the Strategic Committee, with director Nathan Brenna joining directors Michael Vekich, the Chairman of the BNCC Board, and John Palmer as members of the Strategic Committee.

On October 31, 2024, the Strategic Committee held a meeting to continue the process of evaluating potential strategic alternatives for BNCC with representatives of Kent Financial and Fredrikson in attendance. A representative of Kent Financial led the Strategic Committee in a review of available alternatives to increase BNCC’s scale given the challenges for small financial institutions, including remaining independent and relying on organic growth, acquiring another institution, merging with a similarly sized institution or pursuing a sale opportunity. The Strategic Committee also reviewed with the representative of Kent Financial the methods by which BNCC could pursue a strategic transaction, including a broad process involving all potential strategic partners or a more tailored process involving the most likely partners. Following discussion, the Strategic Committee determined that the best approach was to pursue a targeted process of contacting financial institutions identified as the parties most likely to be interested in acquiring or participating in a merger of equals with BNCC, with the targeted approach minimizing risks related to maintaining the confidentiality of the process and minimizing disruption to BNCC’s business operations. On November 4, 2024, after a series of informal discussions, the Strategic Committee formalized its conclusion that pursuing a strategic transaction involving a sale or merger of BNCC through a targeted process was in the best interests of BNCC and its stockholders and recommended to the BNCC Board that it authorize the Strategic Committee to do so.

 

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Consequently, on November 6, 2024, the BNCC Board met with representatives of Fredrikson, Kaplan and Kent Financial in attendance, during which the Kent Financial materials previously presented to the Strategic Committee were reviewed. The BNCC Board and its advisors discussed the conclusions and recommendations of the Strategic Committee. After discussion, the BNCC Board accepted the Strategic Committee’s recommendation and authorized and directed it to initiate a process in the manner recommended to investigate and pursue potential strategic transactions to enhance stockholder value. Thereafter, Michael Vekich, in his capacity as Chairman of the BNCC Board and of the Strategic Committee, regularly updated the members of the BNCC Board not serving on the Strategic Committee on the activities of the Strategic Committee and its process.

During the period from November 2024 to January 2025, a representative of Kent Financial and members of the Strategic Committee began contacting financial institutions from the list of potential strategic partners previously reviewed by the Strategic Committee. Such potential strategic partners were financial institutions identified as the most likely potential partners in a strategic transaction with BNCC based on geographic location near the BNCC footprint, institutions with assets between approximately $1 billion and approximately $35 billion, industry knowledge regarding which institutions were and were not likely to be interested in a transaction, and other factors deemed relevant by Kent Financial and the Strategic Committee. Collectively, representatives of BNCC contacted representatives of 13 financial institutions regarding the potential of entering into a process to review and evaluate a potential transaction. BNCC representatives also had discussions with advisors to several other banking institutions who indicated that their clients would not be interested at this time.

As part of the outreach process, a representative of Kent Financial contacted a privately held bank holding company, which we refer to as “Company A.” Several discussions took place between representatives of BNCC and representatives of Company A during November and December 2024 regarding the possibility of a strategic transaction between BNCC and Company A.

On December 19, 2024, Mr. Palmer, a member of the BNCC Board and the Strategic Committee, had initial discussions with a Nasdaq-listed bank holding company, which we refer to as “Company B,” regarding the possibility of a strategic transaction between BNCC and Company B.

In late January 2025, Mr. Vekich and a representative of Kent Financial had further discussions with Company B at the Acquire or Be Acquired conference in Phoenix, Arizona. Discussions centered on a merger of equals, given the relatively similar sizes of BNCC and Company B, with a focus on how the increased scale of the combined company could offer operational and financial synergies to both companies and BNCC stockholders receiving improved liquidity through receipt of Nasdaq-listed stock as transaction consideration.

On or about February 14, 2025, BNCC and Company A entered into a mutual nondisclosure agreement that included non-solicitation provisions regarding each party’s employees and clients. Such nondisclosure agreement included a mutual two-year standstill provision that permitted each party to make confidential, non-public proposals directly to the board of directors of the other party and did not include a provision prohibiting either party from requesting an amendment or waiver of the standstill. Company A began its review of due diligence materials provided by BNCC shortly thereafter.

On February 25, 2025, Mr. Vekich contacted the head of business development of Company A to provide an update on BNCC’s performance during 2024 and to express an interest in continuing discussions regarding Company A’s interest in a transaction with BNCC.

On March 6, 2025, Company A informed Mr. Vekich that Company A was interested in pursuing a transaction with BNCC but was interested in a timeline to execution of a definitive agreement faster than was planned for BNCC’s market check process and that Company A would also expect exclusivity during its confirmatory due diligence process. Mr. Vekich informed the Strategic Committee of this conversation, and the Strategic Committee directed Mr. Vekich and the representative of Kent Financial to continue to explore and discuss a potential strategic transaction with each of Company A and Company B.

 

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On March 24, 2025, BNCC entered into a mutual nondisclosure agreement with Company B, which included non-solicitation provisions with respect to each party’s employees, contractors and customers and a mutual two-year standstill provision that permitted the parties to make confidential, non-public proposals directly to the board of directors of the other party and did not include a provision prohibiting either party from requesting an amendment or waiver of the standstill. Following the parties’ entrance into the non-disclosure agreement, the parties exchanged valuation-related information related to BNCC and Company B in connection with Company B determining an exchange ratio for a merger of equals.

On April 10, 2025, the financial advisor to Company A sent a non-binding letter of intent to a representative of Kent Financial for a proposed acquisition of all outstanding shares of BNCC Common Stock for cash consideration of $93.7 million or approximately $26.60 per share of BNCC Common Stock.

On April 16, 2025, the Strategic Committee met by videoconference with representatives of Kent Financial and Fredrikson in attendance. The Strategic Committee reviewed the terms of the proposal received from Company A and Kent Financial’s analysis thereof, and discussed the improvement of its financial terms that would be required in order for the Strategic Committee to advise the BNCC Board to pursue a transaction with Company A. The Strategic Committee also reviewed Kent Financial’s financial analyses with respect to a potential merger of equals with Company B. Following this discussion, the Strategic Committee directed Mr. Vekich and the representative of Kent Financial to hold another meeting with representatives of Company B to attempt to negotiate terms more favorable to BNCC and the BNCC stockholders before communicating the rejection of Company A’s proposal.

On April 24, 2025, the Strategic Committee met by videoconference with representatives of Fredrikson and Kent Financial in attendance to further discuss the proposal from Company A, the plan for continued discussions with Company A, including the determination of the Strategic Committee that it would not recommend that BNCC enter into a definitive agreement with Company A unless it improved the financial terms of its proposal and the outlook for material improvement in Company A’s proposal. The Strategic Committee further discussed the status of discussions with Company B.

Following this meeting and prior to May 13, 2025, additional conversations took place between representatives of BNCC and representatives of Company A regarding the financial terms of Company A’s proposal.

During the conversations in this period, Company A indicated it would not improve the financial terms of its proposal.

On May 13, 2025, a joint meeting of the Strategic Committee and the BNCC Board was held with representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance. The Strategic Committee and the BNCC Board reviewed the status of Company A’s proposal, and the Strategic Committee recommended that the BNCC Board reject the proposal. Taking into consideration this recommendation and the advice of their legal and financial advisors, the BNCC Board determined that the proposal was not in the best interests of BNCC stockholders and unanimously voted to reject Company A’s proposal.

On May 15, 2025, Mr. Vekich sent a letter to Company A indicating that the BNCC Board had determined not to pursue a transaction with Company A on the terms it had proposed. Following the meeting, Mr. Vekich communicated to Company A that BNCC was not willing to pursue a transaction with Company A, was terminating negotiations, and requested that Company A destroy all confidential information provided by BNCC to Company A. No additional discussions were held with Company A regarding a potential transaction following such date.

On May 16, 2025, the financial advisor to Company B submitted an indication of interest to Mr. Vekich and a representative of Kent Financial for a proposed merger of equals between BNCC and Company B, with Company B surviving the merger and BNCC stockholders receiving as transaction consideration (i) publicly

 

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traded stock of Company B valued at approximately $75.6 million and (ii) a cash dividend from BNCC of approximately $21.7 million, for a combined valuation of BNCC of approximately $97.3 million (or approximately $27.60 per share of BNCC Common Stock). Following this discussion, the Strategic Committee directed Mr. Vekich and Fredrikson to prepare a posed response to Company B’s proposal for its review.

On May 22, 2025, the Strategic Committee met by videoconference with representatives of Kent Financial and Fredrikson in attendance. The Strategic Committee reviewed the implied valuation of BNCC from the Company B proposal and certain legal, accounting and tax terms of the proposal received from Company B.

On May 23, 2025, BNCC received a due diligence request list from Company B and began the process of providing due diligence materials for Company B’s review.

On June 4, 2025, the Strategic Committee held a meeting by videoconference, with representatives of Fredrikson and Kent Financial in attendance, to further discuss the terms of the proposal received from Company B. The Strategic Committee focused on the projections for BNCC’s future performance used by Company B in reaching its proposed exchange ratio, and noted that those projections were significantly lower than BNCC’s preliminary internal projections prepared in the ordinary course, and that such difference was an important driver in the valuation disparity between Company B’s proposal and BNCC’s expected valuation.

On June 9, 2025, the Strategic Committee held a meeting by videoconference with representatives of Fredrikson and Kent Financial in attendance. The Strategic Committee reviewed a proposed response to the indication of interest from Company B, including a proposal for an all stock transaction with an exchange ratio more favorable to BNCC, providing for a fully tax-free reorganization instead of a partially taxable transaction. The Strategic Committee directed Fredrikson to revise the proposed response based on its feedback.

On June 14, 2025, the Strategic Committee met by videoconference, with representatives of Fredrikson and Kent Financial in attendance, to review and approve a revised draft of the response to Company B’s indication of interest that had been prepared by Fredrikson based on input from the Strategic Committee. Following the meeting, BNCC’s response to Company B’s indication of interest was submitted to Company B, providing for an all-stock transaction. Throughout the negotiations with Company B, the parties’ proposals kept the BNCC valuation of approximately $97.3 million (or approximately $27.60 per share of BNCC Common Stock), with BNCC and Company B negotiating whether the transaction consideration would be all stock or a combination of Company B stock and cash paid through a BNCC dividend.

On June 20, 2025, Mr. Palmer met by telephone with the Chief Executive Officer of Company B. They discussed the potential merger of equals between Company B and BNCC, including BNCC’s proposal for an all-stock transaction. Other material transaction terms were not discussed. Mr. Palmer relayed the content of the conversation to the Strategic Committee and BNCC’s advisors.

On July 7, 2025, BNCC received a revised indication of interest from Company B that incorporated some of the changes proposed by BNCC but did not provide a share exchange ratio that the Strategic Committee considered congruous with BNCC’s financial contribution to the proposed merger.

On July 8, 2025, the BNCC Board met by videoconference with representatives of Fredrikson, Kaplan Strangis and Kent Financial in attendance, to review the terms of the revised indication of interest received from Company B. After discussion, the BNCC Board determined that the revised proposal did not represent fair value to BNCC stockholders. As a result, the BNCC Board determined that it was not worth the investment of additional time and expenses to continue to pursue a transaction with Company B on the terms that had been proposed. Following the meeting, Mr. Vekich communicated to Company B that BNCC was not willing to pursue a transaction with Company B, was terminating negotiations, and requested that Company B destroy all confidential information provided by BNCC to Company B. No additional discussions were had with Company B regarding the proposed merger following such date.

 

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Following the July 8, 2025, BNCC Board meeting and termination of negotiations with Company B, the Strategic Committee remained open to evaluating potential transactions, but the BNCC Board put on hold the active outreach process in light of the fact that BNCC representatives had contacted all of the most likely strategic partners and the process had resulted in only unsatisfactory proposals from the two most interested potential counterparties, Company A and Company B. Representatives of BNCC had contacted a total of 13 potentially interested transaction counterparties identified by Kent Financial and BNCC, based on their respective expertise and market knowledge, as the parties most likely to be interested in an acquisition of or other strategic combination with BNCC, including Company A and Company B, as part of the active outreach process.

On October 22, 2025, Moelis & Co. (“Moelis”), financial advisor to OppFi, contacted Daniel Collins, BNCC’s Chief Executive Officer, to communicate that Moelis represented a publicly traded consumer lender, which was not identified to BNCC at this time, that was interested in exploring a potential acquisition of BNCC. Mr. Collins updated Mr. Vekich with respect to this conversation with Moelis. Mr. Vekich then relayed the update to the Strategic Committee, which directed that a representative of Kent Financial contact Moelis for further discussion.

On October 23, 2025, representatives of Kent Financial and of Moelis discussed a potential transaction between OppFi and BNCC, and Moelis identified OppFi as the potential acquirer. Moelis provided an overview of OppFi and indicated that OppFi was interested in acquiring a chartered bank to expand its fintech offerings. Moelis identified BNCC as a potential target based on BNCC’s size, business activities and strong fundamentals in addition to its national bank charter.

On November 13, 2025, representatives of Fredrikson were introduced to in-house counsel at OppFi to begin counsel-to-counsel negotiation of a nondisclosure agreement. Negotiations continued until BNCC and OppFi executed the nondisclosure agreement on December 4, 2025. The nondisclosure agreement included non-solicitation provisions with respect to BNCC’s customers, directors, officers and employees and a two-year standstill provision that permitted OppFi to make confidential, non-public proposals directly to the BNCC Board and did not include a provision prohibiting OppFi from requesting an amendment or waiver of the standstill.

On December 9, 2025, a representative of Kent Financial met in person in Chicago with a representative of Moelis. On December 10, 2025, Mr. Vekich met in person in Chicago with David Vennettilli, a member of the OppFi Board. The parties engaged in high-level discussions during both meetings regarding a potential transaction, including in relation to the strategic rationale for the potential combination. Material transaction terms, including the potential amount and form of merger consideration, were not discussed.

On December 15, 2025, Todd Schwartz, Chief Executive Officer of OppFi, sent to Mr. Vekich a draft letter of intent with proposed terms under which OppFi would acquire BNCC, which draft letter of intent provided for consideration of approximately $130 million (or approximately $37.23 per share of BNCC Common Stock), to be paid 50% in cash and 50% in shares of OppFi Class A Common Stock. The draft letter of intent also proposed a 90-day exclusivity period.

On December 16, 2025, the Strategic Committee met with representatives of Fredrikson and Kent Financial in attendance. The Strategic Committee reviewed the terms of the OppFi proposal contained in the draft letter of intent. The Strategic Committee also reviewed Kent Financial’s financial analysis of the OppFi proposal. Representatives of Kent Financial and of Fredrikson led the Strategic Committee through a review of OppFi’s business, the current regulatory environment for approval of an acquisition of BNCC by OppFi as a fintech company, and the terms and status of a similar transaction that had recently been announced. The Strategic Committee approved continued negotiations with OppFi regarding a potential transaction and authorized Mr. Vekich to engage in continued discussion with Moelis. Following the meeting, Mr. Vekich and a representative of Kent Financial met with Mr. Vennettilli and a representative of Moelis regarding the proposed letter of intent to discuss OppFi’s proposal, including the proposed letter of intent. At such meeting, Mr. Vekich conveyed that BNCC would require OppFi to increase its proposed consideration in order for BNCC to pursue the potential transaction.

 

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On December 18, 2025, Moelis sent a revised draft letter of intent to Kent Financial, proposing a 60-day exclusivity period.

On December 19, 2025, BNCC provided Moelis a mark-up to the draft letter of intent that included a request to increase the proposed price but did not specify a new per share amount. Later that day, representatives of Kent Financial contacted representatives of Moelis and requested that OppFi increase its proposed price to $40.00 per share of BNCC Common Stock.

Also on December 19, 2025, Moelis sent a revised draft letter of intent to Kent Financial, reflecting an increased proposed price of approximately $137 million (or approximately $38.75 per share of BNCC Common Stock), which constituted a 25% premium to the 30-day volume-weighted average price of the BNCC Common Stock on the OTCQX as of December 12, 2025.

On December 22, 2025, the BNCC Board held a meeting at which it reviewed the terms of the December 18, 2025 proposal received from OppFi with representatives of Fredrikson, Kaplan Strangis and Kent Financial in attendance. Mr. Vekich began the meeting by providing an overview of the initial discussions and negotiations with OppFi and its advisors, the terms of the negotiated letter of intent, and the planned timing for the process if the BNCC Board determined it would pursue a transaction with OppFi. A representative of Kent Financial then provided an overview of the OppFi proposal, OppFi’s business and OppFi’s financial and stock performance, together with Kent Financial’s other financial analyses of OppFi’s December 18, 2025 proposal. A representative of Fredrikson next provided an overview of the draft letter of intent that had been negotiated with OppFi and reviewed the primary terms that would need to be negotiated in the definitive merger agreement, transaction structure and voting agreements that would be required of certain BNCC stockholders. The BNCC Board and BNCC’s advisors also discussed the reverse due diligence review of OppFi that would need to be conducted to evaluate the OppFi stock consideration that would be received by BNCC stockholders. Following discussion, the BNCC Board authorized Mr. Vekich to negotiate final terms of the letter of intent with OppFi and, once negotiated to the satisfaction of Mr. Vekich, to execute the letter of intent on behalf of BNCC and begin the 60-day exclusivity period.

Also on December 22, 2025, the parties exchanged finalizing revisions to the letter of intent, and Mr. Vekich and Mr. Schwartz executed the finalized letter of intent on behalf of BNCC and OppFi, respectively, which provided for transaction consideration of approximately $38.75 per share of BNCC Common Stock and a resulting valuation for BNCC of approximately $137 million in the aggregate.

On December 23, 2025, OppFi sent a due diligence request list to Mr. Vekich and BNCC’s management. BNCC began populating an electronic datasite, and OppFi and its advisors were granted access to the electronic datasite in early January 2026.

On January 20, 2026, representatives of Fredrikson held an initial legal issues call with representatives of Sidley, during which legal counsels to the parties discussed the process for preparing an initial draft of the merger agreement for the proposed transaction, the process for legal due diligence review, additional legal documents, regulatory matters and the timeline to signing and closing of the proposed transaction.

On January 23, 2026, BNCC and OppFi entered into an amended and restated nondisclosure agreement that provided mutual confidentiality provisions to allow OppFi to provide due diligence materials to BNCC to facilitate BNCC’s evaluation of OppFi’s business in relation to the stock consideration to be received by the BNCC stockholders in the proposed transaction. The amended and restated nondisclosure agreement also made the two-year standstill agreement included in the initial nondisclosure agreement mutual.

Between late January 2026 and early February 2026, management of BNCC and OppFi, together with representatives of Fredrikson, Sidley, Kent Financial and Moelis participated in various due diligence calls during which members of BNCC’s management answered questions regarding BNCC.

 

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On January 30, 2026, members of BNCC’s management and representatives of Fredrikson and Sidley had a conference call during which certain bank regulatory matters related to BNCC were discussed.

On January 31, 2026, BNCC’s management shared the Prospective Financial Information for BNCC to OppFi.

On February 11, 2026, Sidley circulated an initial draft of the merger agreement to Fredrikson. The initial draft of the merger agreement did not include the exchange ratio or the amount of cash consideration, subject to additional calculations of outstanding shares and similar items necessary to implement the financial terms agreed in principle in the letter of intent executed by the parties. Thereafter, and continuing through April 28, 2026, the parties and their counsel negotiated the terms of the merger agreement, reflecting discussions between the parties regarding transaction terms. In addition, during this time, BNCC’s management and BNCC’s financial, legal and accounting advisors conducted reverse diligence on OppFi, while OppFi and its advisors continued their diligence review of BNCC.

On February 19, 2026, Fredrikson distributed to members of the Strategic Committee a summary of the terms of the draft merger agreement and the primary items open for negotiation, including the treatment of BNCC’s outstanding trust preferred securities, OppFi’s financing of the transaction and closing conditions for the transaction.

Also on February 19, 2026, the BNCC Board held a meeting via videoconference, with representatives of Fredrikson, Kaplan Strangis and Kent Financial in attendance, to review the terms of the draft merger agreement.

On February 20, 2026, the exclusivity period under the letter of intent between OppFi and BNCC expired and was not extended.

On February 24, 2026, BNCC entered into an engagement letter with Piper Sandler & Co. (“Piper Sandler”), pursuant to which Piper Sandler was engaged to evaluate the fairness to the BNCC stockholders, from a financial point of view, of the consideration to be received by the BNCC stockholders under the merger agreement. The Strategic Committee selected Piper Sandler to serve as BNCC’s financial advisor based on Piper Sandler’s expertise in the banking and financial services industry.

On February 25, 2026, Fredrikson sent to Sidley an updated version of the merger agreement that addressed structure and regulatory matters and revised the representations and warranties, operating covenants and termination fees, among other things.

Also on February 25, 2026, Sidley sent to Fredrikson OppFi’s then-current draft plan for implementation of the Corporate Simplification. The details of the Corporate Simplification were discussed during a number of additional meetings and calls between the parties in relation to tax treatment of the Merger and the structuring of the Transaction.

On February 26, 2026, representatives of Fredrikson and representatives of Sidley met telephonically to discuss open issues in the merger agreement.

On February 28, 2026, Moelis sent to Mr. Vekich and a representative of Kent Financial a proposed supplement to the draft merger agreement, outlining numerous additional financial covenants to which BNCC would be held under the merger agreement, and providing for a price per share of $19.375 and an exchange ratio of 1.90.

On March 1, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board reviewed various matters relating to the proposed transaction with OppFi, including the status of the merger agreement and the negotiation of key terms such as pricing formula options, price protections for stockholders, financial covenants, and termination fees. The BNCC Board also reviewed progress on due diligence and reverse due diligence, negotiations regarding employment matters, OppFi’s engagement of a regulatory consultant, and the proposed engagement of a public relations consultant by BNCC.

 

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During early March, with the approval of the Strategic Committee, representatives of BNCC and OppFi began discussions regarding employment terms for BNCC’s officers and other employees following the proposed transaction, including treatment of existing employment agreements between BNCC and certain of its officers, retention bonuses, employment levels for employees, and benefit plan participation for employees. These topics were discussed during numerous calls between BNCC and OppFi.

On March 1, 2026, Mr. Vekich sent to OppFi a response on each of the financial terms proposed by Moelis on February 22, 2026, agreeing to the $19.375 price per share and the 1.90 exchange ratio, and proposing to reduce the financial covenants to a single minimum tangible common equity benchmark. The term sheet also included proposals regarding termination fees for the transaction and the assumption of BNCC’s trust preferred securities by OppFi.

On March 3, 2026, Sidley circulated to Fredrikson drafts of term sheets that would provide the terms of employment agreements to be entered into by BNCC and Mr. Collins, Mr. Currie, Mr. Scott, Ms. Cleveland and certain other members of BNCC management, respectively, which would govern the terms of employment of such members of management following OppFi’s proposed acquisition of BNCC. After receipt, with the consent of the Strategic Committee and the oversight of Mr. Vekich, certain BNCC executive officers began the negotiation of the terms of their employment agreements directly with OppFi.

On March 3, 2026, Sidley circulated a revised draft of the merger agreement to Fredrikson that incorporated provisions for the Bank Merger and other revisions responding to BNCC’s draft of the merger agreement that had been circulated by Fredrikson on February 25, 2026.

On March 4, 2026, Sidley circulated a second revised draft of the merger agreement to Fredrikson that incorporated revised financial covenants in the form of four key capital benchmarks.

On March 4, 2026, representatives of BNCC, Fredrikson, OppFi and Sidley held a teleconference with Klaros Advisors, LLC (“Klaros”), a firm engaged by OppFi to provide regulatory guidance to OppFi with respect to the regulatory approvals that would be required to complete the proposed transaction. The parties discussed regulatory matters related to the proposed transaction, including the expected timeline for obtaining such regulatory approvals.

On March 5, 2026, the BNCC Board held a meeting via videoconference, with representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance. At this meeting, the BNCC Board reviewed various items relating to the proposed transaction with OppFi, including the recent meeting with Klaros and the plans for regulatory filings for the proposed transaction, discussions with OppFi regarding employee matters and the status of negotiations on certain terms of the merger agreement. The BNCC Board also reviewed updated financial modeling for BNCC.

On March 6, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Piper Sandler, Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board reviewed the progress regarding the fairness opinion from Piper Sandler, discussed the status of due diligence and reverse due diligence and discussed open legal and business points for negotiation in the merger agreement.

On March 7, 2026, Sidley circulated to Fredrikson a draft of the proposed voting agreement to be entered into by certain BNCC stockholders to require such stockholders to vote in favor of the proposed transaction, not take action with respect to certain alternative transactions that may arise. The letter of intent provided for lock-up terms applicable to all BNCC stockholders, requiring such stockholders to hold the shares of OppFi Class A Common Stock received in the proposed transaction for certain periods up to and following the closing of the proposed transaction. However, only certain BNCC stockholders ultimately executed Voting Agreements because BNCC and OppFi determined it would not be feasible to obtain voting agreements from all BNCC

 

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stockholders as a result of BNCC Common Stock being publicly traded on the OTCQX. In the ensuing weeks, Sidley and Fredrikson exchanged drafts of the voting agreement to finalize its terms.

Also on March 7, 2026, Sidley circulated drafts of employment agreements for Mr. Collins, Mr. Currie, Ms. Cleveland and certain other members of BNC’s management.

Also on March 7, 2026, representatives of OppFi, BNCC, Fredrikson, Sidley, Piper Sandler, Moelis and Kent Financial held a reverse due diligence call, during which members of OppFi’s management answered questions regarding OppFi.

On March 8, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board discussed the status of negotiations with OppFi regarding employee matters.

On March 10, 2026, representatives of OppFi, BNCC, Fredrikson, Sidley, Piper Sandler, Moelis, Kent Financial and CliftonLarsonAllen LLP, BNCC’s audit firm (“CLA”), held a reverse due diligence call, during which members of OppFi’s management answered additional questions regarding OppFi.

On March 11, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance. The BNCC Board discussed the progress on reverse due diligence and Piper Sandler’s work on the fairness opinion. The BNCC Board also discussed recent meetings between OppFi’s and BNCC’s management regarding regulatory matters and BNCC employee compensation and transition matters. The BNCC Board also reviewed the status of open items for the merger agreement, including, among other things, capital benchmarks and termination fees.

On March 12, 2026, representatives of Fredrikson and representatives of Sidley met telephonically to discuss open issues in the merger agreement.

On March 14, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board reviewed Piper Sandler’s progress on the fairness opinion, the status of certain due diligence and reverse due diligence matters and the status of negotiations regarding employment matters. The BNCC Board also discussed open matters for the merger agreement, including, among other things, capital benchmarks and financial covenants, as well as additional comments received from Sidley on the draft voting agreement.

On March 18, 2026, the BNCC Board held a meeting via videoconference, with representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board discussed questions on the draft voting agreement and reviewed the status of certain due diligence and reverse due diligence matters and negotiations regarding employee matters. The BNCC Board also discussed open matters for the merger agreement, including tax treatment protections, capital benchmarks and termination fees.

On March 22, 2026, Sidley circulated revised draft employment agreements for Mr. Collins, Mr. Currie and Ms. Cleveland, as well as draft employment agreements for Mr. Scott and certain additional members of BNC’s management to Fredrikson.

On March 23, 2026, representatives of Fredrikson and representatives of Sidley met telephonically to discuss certain due diligence matters.

On March 24, 2026, the BNCC Board held a meeting via videoconference, with members of management and representatives of Fredrikson, Kent Financial and Kaplan Strangis in attendance, during which the BNCC Board discussed proposed revisions to the merger agreement regarding tax treatment protections, termination fees and capital benchmarks. Among other things, the BNCC Board also reviewed the status of the draft voting agreement, negotiations of employment agreements for members of senior management and discussions around employee retention payments.

 

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On March 25, 2026, Fredrikson circulated to Sidley revised language for the merger agreement regarding tax treatment protections, revised capital benchmarks and termination fees.

On March 27, 2026, a telephonic meeting was held among representatives from BNCC, OppFi, Fredrikson, Kaplan Strangis, Sidley, Moelis and Kent Financial to address the timeline for completing negotiations and executing the merger agreement, open matters for negotiation and certain due diligence matters.

On March 28, 2026, Sidley circulated to Fredrikson a revised draft of the merger agreement providing for, among other things, the removal of the Tier 1 leverage ratio capital benchmark and incorporation of a termination fee payable by OppFi.

On March 29, 2026, the BNCC Board held an executive session via videoconference with representatives of Fredrikson, Kent Financial and Kaplan Strangis to discuss the status of the merger agreement, the fairness opinion and various other logistical matters for the proposed transaction.

On April 2, 2026, the BNCC Board held a telephonic meeting, with members of management and representatives of Fredrikson, Kent Financial, Kaplan Strangis and CLA in attendance, during which the BNCC Board reviewed open matters relating to capital benchmarks, tax treatment, termination fees and transaction financing, as well as administrative and logistical matters for the proposed transaction and the status of negotiations of employment agreements with senior management.

On April 3, 2026, Fredrikson circulated to Sidley a revised draft of the merger agreement which addressed, among other things, a proposed exchange ratio adjustment mechanism in order to protect the proposed transaction’s status as a tax-free reorganization, changes to the capital benchmark calculation methodology, an alternative capital benchmark dispute resolution process and certain closing conditions and corresponding termination fee provisions.

On April 5, 2026, Fredrikson sent to Sidley a supplement to the previously circulated draft of the merger agreement, incorporating an additional change to the calculation of the common equity Tier 1 capital ratio.

Beginning on April 6, 2026, the parties scheduled daily morning update calls among the transaction principals, including Mr. Vennettilli, Mr. Vekich, Mr. Collins and representatives of Sidley, Fredrikson, Kaplan Strangis, Moelis, Kent Financial and CLA, which calls were held nearly every business day through execution of the Merger Agreement and during which the principals discussed the primary negotiation topics to be addressed by the parties and administrative items to be handled by the parties to the proposed transaction, such as open due diligence requests.

On April 6, 2026, the BNCC Board held a meeting by videoconference at which representatives of Fredrikson, Kaplan Strangis, Kent Financial and CLA were in attendance. A representative of Fredrikson reviewed with the BNCC Board the requirements for the proposed transaction to qualify as a tax-free reorganization and issues around valuation of the respective stock and cash components of the merger consideration that could prevent the desired tax treatment. Representatives of Fredrikson also reviewed with the BNCC Board the primary remaining open items for negotiation with respect to the merger agreement, which included termination rights, termination fees, capital requirements for closing and employee compensation and retention matters. Mr. Vekich led a discussion of expected transaction fees.

On April 6, 2026, representatives of Fredrikson and representatives of Sidley met telephonically to discuss open issues in the merger agreement.

On April 8, 2026, Sidley circulated to Fredrikson a revised draft of the merger agreement providing for, among other things, the removal of the exchange ratio adjustment mechanism that was meant to address tax treatment, the capital benchmark dispute resolution process, certain closing conditions and corresponding termination fee provisions regarding the same, and making further changes to the calculation of the capital benchmarks.

 

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On April 11, 2026, Sidley circulated to Fredrikson a revised draft of the merger agreement incorporating revisions regarding the treatment of BNCC’s deferred compensation plans as had been discussed by the parties.

On April 14, 2026, representatives of Fredrikson and representatives of Sidley met telephonically to discuss open issues in the merger agreement.

On April 16, 2026, representatives of Fredrikson, Sidley and CLA met telephonically to discuss certain due diligence items.

Also on April 16, 2026, Fredrikson circulated to Sidley a revised draft of the merger agreement providing for, among other things, the reinsertion of the capital benchmark dispute resolution mechanism, certain closing conditions and corresponding termination fee provisions.

On April 17, 2026, the BNCC Board held a meeting by video conference with representatives of Fredrikson, Kaplan Strangis and Kent Financial in attendance. A representative of Fredrikson walked the BNCC Board through the primary remaining open items in the merger agreement, including the ability of the transaction to qualify as a tax free reorganization, capital requirements at closing, regulatory requirements for closing and related timing matters and employment and retention matters.

On April 19, 2026, Sidley circulated to Fredrikson a revised draft of the merger agreement providing for, among other things, an alternative dispute resolution mechanism relating to the capital benchmarks, removing certain closing conditions and corresponding termination fee provisions.

On April 20 and 21, 2026, representatives of Fredrikson, Kaplan Strangis and Sidley met telephonically to discuss open issues in the merger agreement.

On April 21, Sidley circulated to Fredrikson revised drafts of the employment agreements for Mr. Currie, Ms. Cleveland and Mr. Scott.

On April 22, 2026, Fredrikson circulated to Sidley a revised draft of the merger agreement incorporating, among other things, further revisions regarding the treatment of BNCC’s deferred compensation plans and the capital benchmark dispute resolution process.

Also on April 22, 2026, representatives of Fredrikson, Kaplan Strangis and Sidley met telephonically to discuss open issues in the merger agreement.

Between April 24 and 28, 2026, Sidley and Fredrikson exchanged several revised drafts of the merger agreement, incorporating finalizing changes and met telephonically to discuss the same. Sidley also provided to Fredrikson final versions of the employment agreements for Mr. Collins, Mr. Currie, Ms. Cleveland and Mr. Scott.

On April 26, 2026, the BNCC Board held a meeting via videoconference, at which members of management and representatives of Fredrikson, Kent Financial, Kaplan Strangis and Piper Sandler were in attendance. At the meeting, Piper Sandler reviewed its financial analysis and draft conclusions regarding the fairness opinion. Among other things, the BNCC Board also reviewed additional financial analysis from Kent Financial and discussed final open matters for the merger agreement.

On April 28, 2026, the BNCC Board held a meeting by videoconference, at which members of management and representatives of Kent Financial, Piper Sandler, Fredrikson and Kaplan Strangis were in attendance. At the meeting, Piper Sandler again reviewed its financial analysis and rendered to the BNCC Board an opinion to the effect that, as of such date and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Piper Sandler in connection with the preparation of its opinion, the Merger Consideration to be received by the holders of BNCC Common Stock was

 

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fair, from a financial point of view, to such holders. See the section entitled “—Opinion of BNCC’s Financial Advisor” and Annex C. Representatives of Fredrikson provided an update on the terms of the merger agreement and the Transaction that would be completed pursuant to its terms. At the conclusion of the discussion, the members of the BNCC Board unanimously adopted and approved the Merger Agreement and the Transaction and recommended the adoption of the Merger Agreement by the BNCC stockholders. For further information concerning the factors considered by the BNCC Board in reaching its decision to adopt and approve the Merger Agreement and the Transaction, see the section entitled “—BNCC’s Reasons for the Transaction and Recommendation of the BNCC Board of Directors.”

Following the conclusion of the meeting of the BNCC Board, during the evening of April 28, 2026, representatives of BNCC and OppFi executed the Merger Agreement, certain stockholders of BNCC executed the Voting Agreements, and certain BNCC executive officers and BNC senior officers executed their employment agreements.

On April 29, 2026, each of BNCC and OppFi issued a press release announcing the execution of the Merger Agreement and the proposed terms of the Transaction, including the Corporate Simplification.

BNCC’s Reasons for the Transaction and Recommendation of the BNCC Board of Directors

In reaching its decision to adopt and approve the Merger Agreement, including the Transaction to be completed thereunder, and to recommend that its stockholders adopt the Merger Agreement, the BNCC Board evaluated the Transaction in consultation with BNCC’s management, as well as BNCC’s financial and legal advisors, and considered a number of factors, including the following material factors:

 

•

its knowledge of BNCC’s business, operations, financial condition, asset quality, earnings, history and prospects, both as an independent organization and as a part of a combined company with OppFi;

 

•

the belief that OppFi’s business and operations complement those of BNCC, and that the Transaction would create synergies between BNCC’s nationally chartered bank and diversified banking infrastructure and OppFi’s digital financial platform;

 

•

the belief that OppFi’s earnings and prospects, and the synergies potentially available in the Transaction, would significantly improve the combined company’s market position, increase scale to enhance efficiencies and leverage OppFi’s technology platform, and provide greater revenue growth opportunities and diversification, which would potentially create superior future earnings and prospects for the combined company compared to BNCC’s earnings and prospects on a standalone basis;

 

•

the current and prospective environment in the financial services industry, including economic conditions and the interest rate and regulatory environment, the accelerating pace of technological change in the financial services industry, operating costs resulting from regulatory and compliance mandates, scale and marketing expenses, increasing competition from banks, non-bank financial institutions and financial technology firms, current financial market conditions, current employment market conditions and the likely effects of these factors on BNCC’s potential growth, development, productivity and strategic options both with and without the Transaction;

 

•

the BNCC Board’s review and discussions with BNCC’s senior management and BNCC’s legal and financial advisors concerning BNCC’s due diligence examination of OppFi and review of OppFi’s business and future prospects;

 

•

the nature of the consideration to be received by BNCC’s stockholders, which is in the form of Cash Consideration and Stock Consideration that offers BNCC stockholders both a level of liquidity and the opportunity to participate as OppFi stockholders in the future earnings and performance of the combined company;

 

•

the belief, based on its due diligence, that OppFi’s business had the capacity to deliver strong operating results after the Transaction, and the judgment of the BNCC Board to secure OppFi’s agreement on a

 

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fixed exchange ratio so that BNCC stockholders could benefit from the significant upside potential in the price of OppFi Class A Common Stock;

 

•

that BNCC stockholders will receive freely tradable shares of OppFi Class A Common Stock, to be listed on the NYSE, as Stock Consideration (subject to the terms of the Voting Agreements applicable to the stockholders who are party thereto), so that the Transaction would provide materially better liquidity for BNCC stockholders in comparison to BNCC Common Stock’s current listing on the OTCQX;

 

•

the historical performance of each of BNCC Common Stock and OppFi Class A Common Stock;

 

•

the financial analyses conducted by Kent Financial in relation to OppFi’s proposal;

 

•

the financial presentation of BNCC’s financial advisor, Piper Sandler, to the BNCC Board on April 26, 2026, and April 28, 2026, and the opinion of Piper Sandler delivered to the BNCC Board on April 28, 2026, to the effect that as of that date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review set forth in such opinion, the consideration to be received by the holders of BNCC Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, as further described under “The Transaction—Opinion of BNCC’s Financial Advisor;”

 

•

the BNCC Board’s assessment, grounded in decades of bank management experience and a deep understanding of BNCC’s business, of BNCC’s operating environment and BNCC’s standalone prospects and the opportunities, risks and challenges presented thereby, including an understanding of the investment of time and resources required for BNCC’s business to continue to compete on a standalone basis and the potential returns on such investment as compared to the potential returns available in leveraging the scale, technological capabilities and capital resources of OppFi in a strategic transaction;

 

•

the BNCC Board’s thorough analysis and consideration of the available alternatives for BNCC over an extended period of time, including the negotiation of two potential transactions that did not ultimately lead to a proposal that the BNCC Board considered to offer favorable financial terms to the BNCC stockholders, a review of other potential strategic partners and affirmative outreach to 13 such potential strategic partners, and a thoughtful evaluation and testing of BNCC’s standalone plan;

 

•

the fact that, in a consolidating industry, institutions with an interest in merging with or acquiring another institution typically make that interest known, and BNCC had not received any unsolicited proposal, other than the offer from OppFi, that the BNCC Board had considered to be worth pursuing;

 

•

the attractiveness and strategic fit of OppFi as a potential transaction partner, the low likelihood of an actionable alternative transaction emerging on terms and conditions, including with respect to certainty of consummation, as beneficial to BNCC as the terms of the Transaction (taking into account the proactive marketing process that BNCC had undertaken), and that the provisions of the Merger Agreement give BNCC certain rights to pursue certain bona fide unsolicited acquisition proposals made before the BNCC stockholders adopt the Merger Agreement;

 

•

the leadership of the BNCC Board throughout the negotiations with OppFi as a result of a process specifically designed to ensure that members of the BNCC Board with substantial deal experience were integrally involved in negotiating the key transaction terms;

 

•

the regulatory and other approvals required in connection with the Transaction, consideration of the relevant factors assessed by the regulators for the approvals and the parties’ evaluations of those factors, and the expectation that such approvals could be received in a reasonably timely manner and without the imposition of unacceptable conditions;

 

•

information and discussion regarding OppFi’s business, results of operations, financial and market position, and future earnings and prospects, including review with BNCC’s financial advisor;

 

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•

the intention for the Merger to qualify as a tax-free reorganization for U.S. federal income tax purposes, and therefore, the portion of the Merger Consideration paid in the form of OppFi Class A Common Stock is expected to be tax-free to BNCC stockholders for U.S. federal income tax purposes;

 

•

the effects of the Transaction on BNCC’s employees, including the prospects for continued employment in a larger organization;

 

•

the BNCC Board’s review with BNCC’s legal counsel of the material terms of the Merger Agreement, including the representations, covenants, deal protection and termination provisions and fee, tax treatment and closing conditions; and

 

•

that the Transaction would be subject to the approval of BNCC’s stockholders, and that such stockholders would be free to evaluate the Transaction and vote for or against the Merger Proposal at the Special Meeting.

The BNCC Board also considered potential risks related to the Transaction but concluded that the anticipated benefits of the Merger were likely to outweigh these risks. These potential risks include the following material risks, which are not presented in order of priority:

 

•

the potential for a decline in the value of OppFi Class A Common Stock, whether before or after consummation of the Transaction, reducing the value of Stock Consideration received by BNCC stockholders;

 

•

the lack of control of the BNCC Board, BNCC’s management and stockholders of BNCC over future operations and strategy of the combined company as compared to remaining independent;

 

•

the nature of the regulatory and other approvals required in connection with the Transaction and the risk that such regulatory approvals may not be received in a timely manner or at all or may contain unacceptable conditions, including a Burdensome Condition;

 

•

the possibility of encountering difficulties in achieving anticipated synergies and benefits in the amounts estimated or in the timeframe contemplated;

 

•

the comparatively higher risk profile of OppFi’s business in financial technology in comparison to BNCC’s operation as a traditional bank holding company;

 

•

the costs to be incurred in connection with the Transaction and the integration of OppFi’s and BNCC’s businesses, and the possibility that the Transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events, particularly given the transformational nature of the Transaction for OppFi;

 

•

the possibility that the anticipated benefits of the Transaction will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of general economic and market conditions and competitive factors;

 

•

the risk of losing key BNCC or OppFi employees or customers during the pendency of the Transaction and thereafter;

 

•

the possible diversion of BNCC’s management’s attention and resources from the operation of BNCC’s business towards the completion of the Transaction and the integration of the two companies;

 

•

the restrictions on the conduct of BNCC’s business during the period between execution of the Merger Agreement and the consummation of the Transaction, which could potentially delay or prevent BNCC from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the Transaction;

 

•

the potential effect of the Transaction on BNCC’s overall business, including its relationships with customers, employees, suppliers and regulators;

 

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•

the fact that the Merger Agreement contains certain restrictions on the ability of BNCC to solicit proposals for alternative transactions and limits BNCC’s ability to engage in discussions regarding such proposals;

 

•

the potential for litigation by BNCC stockholders in connection with the Transaction, which could result in distraction and expense;

 

•

the interests of certain of BNCC’s directors and executive officers in the Transaction that are different from, or in addition to, their interests as BNCC stockholders, which are further described in the section of this proxy statement/prospectus entitled “The Transaction—Interests of BNCC’s Directors and Executive Officers;” and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

This discussion of the information and factors considered by the BNCC Board includes the material factors considered by the BNCC Board, but it is not intended to be exhaustive and may not include all the factors considered by the BNCC Board. In view of the wide variety of factors considered, and the complexity of these matters, the BNCC Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the Merger Agreement and to recommend that BNCC stockholders vote in favor of the Merger Proposal. Rather, the BNCC Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with BNCC’s management and its financial and legal advisors. In addition, individual members of the BNCC Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the BNCC Board and the other information presented in this section is forward-looking in nature and, therefore, such explanation and other information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the BNCC Board unanimously recommends that the BNCC stockholders vote “FOR” the Merger Proposal.

Interests of BNCC’s Directors and Executive Officers

In considering the recommendation of the BNCC Board that BNCC stockholders vote “FOR” the Merger Proposal, BNCC stockholders should be aware that BNCC directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of BNCC stockholders generally. The BNCC Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and the Transaction, and in recommending that BNCC stockholders vote “FOR” the Merger Proposal. Such interests are described below. The Transaction will constitute a “change in control” for purposes of the plans and agreements described below.

BNCC’s executive officers are Daniel Collins (President and Chief Executive Officer of BNCC and BNC), Justin Currie (Chief Financial Officer of BNCC and BNC), Chad Scott (President North Dakota Market of BNC), Scott Spillman (President Arizona Market of BNC), Shawn Cleveland (Chief Operating Officer of BNC), John Oyloe (Chief Credit Officer of BNC), Julie Andresen (SVP Wealth Management of BNC) and Michael M. Vekich (Chairman of BNCC). The members of the BNCC Board are Michael M. Vekich (Chairman), Nathan P. Brenna, Gaylen Ghylin, John W. Palmer, and Thomas Redmann.

Treatment of Shares of BNCC Common Stock

Each of BNCC’s directors and executive officers will be entitled to receive, for each share of BNCC Common Stock he or she holds, the same per-share Merger Consideration in the same manner as other BNCC stockholders.

 

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None of BNCC’s executive officers or directors hold stock options or other equity or equity-based incentive awards other than the BNCC Common Stock equivalents and rights to acquire BNCC Common Stock under the deferred compensation programs described below.

Management Deferred Compensation Plan

BNCC maintains the Management DCP, pursuant to which BNCC may make discretionary contributions to Management DCP accounts, including two types of subaccounts: (i) in-service subaccounts and (ii) retirement subaccounts, which subaccounts differ with respect to possible distribution elections. Such BNCC discretionary contributions are subject to certain vesting requirements based on term of service. In addition, participating members of BNCC’s management may elect to defer certain bonus and performance-based compensation into their in-service subaccounts. Pursuant to the Management DCP, amounts contained in Management DCP accounts are restricted from payout outside of certain events, including retirement, death or disability, change of control of BNCC, or certain dates during service (for in-service subaccounts). In-service and retirement sub-accounts are credited with gains or pursuant to certain selected notional investments, including notional investments in BNCC Common Stock.

In connection with the Transaction and pursuant to the Merger Agreement, BNCC will take action to provide that: (i) the Management DCP accounts will be fully vested, regardless of any remaining vesting requirements; (ii) amounts held in in-service subaccounts will be paid out in cash; and (iii) amounts held in retirement subaccounts will be paid to participants in the form of BNCC Common Stock based on the per share value of such stock as of April 27, 2026, which shares of BNCC Common Stock will entitle the participants in the Management DCP to the Merger Consideration payable with respect to such shares. The executive officers (other than Mr. Vekich, who does not participate in the Management DCP) will receive the following amounts from their Management DCP accounts in connection with the Transaction:

 

Executive Officer		In-Service Subaccount Payouts ($)(1)				Shares of BNCC Common Stock Issued Upon Conversion of Retirement Subaccount (#)(2)				Cash Consideration ($)(3)				Stock Consideration (# of Shares of OppFi Class A Common Stock)(3)
Daniel Collins		$	35,036				6,741			$	130,607				12,807
Justin Currie		$	34,327				1,075			$	20,828				2,042
Chad Scott		$	43,778				5,443			$	105,458				10,341
Shawn Cleveland		$	41,713				6,902			$	133,726				13,113
Scott Spillman		$	91,709				6,422			$	124,426				12,201
John Oyloe			—				—				—				—
Julie Andresen			—				—				—				—

(1)	Amounts based on balances as of March 31, 2026.

(2)

Amounts based on balances as of March 31, 2026. Amounts held in retirement subaccounts will be converted into shares of BNCC Common Stock at a price of $35.02 per share, which was the closing stock price of the BNCC Common Stock on the OTCQX on April 27, 2026, the final trading day before BNCC entered into the Merger Agreement.

(3)

Each share of BNCC Common Stock will be converted into the right to receive $19.375 in cash and 1.90 shares of OppFi Class A Common Stock at the closing of the Transaction, in each case without interest. The executive officers would also be entitled to receive cash in lieu of any fractional share of OppFi Class A Common Stock to which they would otherwise be entitled (the de minimis value of which has not been reflected herein).

BNCC will also make a 2026 annual contribution to each of the participating executive officers’ Management DCP in-service subaccounts in an amount determined by the BNCC Board. The amount for 2026 has not been determined, but such amounts would be equal to $15,000 for Ms. Cleveland and Mr. Currie, $10,000 for each of Mr. Collins, Mr. Scott, and Mr. Spillman, and $5,000 for Mr. Oyloe and Ms. Andresen, if contribution amounts were the same as the amounts contributed for 2025.

 

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Deferred Compensation Plan for Directors

BNCC also maintains the Director DCP, pursuant to which members of the BNCC Board have the ability to elect to defer their director compensation in the form of BNCC Common Stock equivalents in lieu of receiving their director compensation that would otherwise have been paid in the form of cash. In connection with the closing of the Transaction, BNCC has agreed to amend the Director DCP to provide that each director, effective within five business days prior to closing of the Transaction, will receive a lump sum distribution thereunder of one share of BNCC Common Stock for each BNCC Common Stock equivalent held under the Director DCP (rounded up, in the case of fractional BNCC Common Stock equivalents, to the nearest whole share). The directors hold the following BNCC Common Stock equivalents under the Director DCP and will receive the following Merger Consideration in connection with the Transaction:

 

Director		Total Number of BNCC Common Stock Equivalents (#)(1)				Cash Consideration ($)(2)				Stock Consideration (# of Shares of OppFi Class A Common Stock) (2)
Michael M. Vekich			—				—				—
Nathan P. Brenna			9,207			$	178,386				17,493
Gaylen Ghylin			20,344			$	394,165				38,653
John W. Palmer			10,391			$	201,326				19,742
Thomas Redmann			330			$	6,394				627

(1)	Amounts based on balances as of March 31, 2026.

(2)

Each share of BNCC Common Stock will be converted into the right to receive $19.375 in cash and 1.90 shares of OppFi Class A Common Stock at the closing of the Transaction, in each case without interest. The directors would also be entitled to receive cash in lieu of any fractional share of OppFi Class A Common Stock to which they would otherwise be entitled (the de minimis value of which has not been reflected herein).

Vekich Arrangements

Vekich Change in Control Agreement

BNCC is party to a Change in Control Agreement with Mr. Vekich, a director and the Chairman of the BNCC Board, dated September 29, 2022, as amended on November 22, 2023 (the “Vekich Agreement”). Pursuant to the terms of the Vekich Agreement, in the event of a change in control (including the Transaction), Mr. Vekich is entitled to receive a lump sum cash change in control payment in an amount equal to 150% of Mr. Vekich’s annual compensation as Chairman and a member of the BNCC Board (the “Chairman Compensation”) plus a top-up payment in the amount required to ensure that Mr. Vekich receives the amount of the Chairman Compensation on a post-tax basis, which amount will be determined based on the highest state and federal tax rates on an uncapped basis in effect at the time of the closing of the Transaction (the “Vekich Transaction Payment”). The total amount of the Vekich Transaction Payment, the entirety of which would be payable upon closing of the Transaction, has been estimated to be approximately $1,137,000, based on Mr. Vekich’s compensation and tax rates in effect on July 20, 2026, and such total payment amount is subject to change if there are changes to the tax rates in effect at the closing of the Transaction. Notwithstanding the foregoing, however, the Vekich Agreement further provides that to the extent the Vekich Transaction Payment would otherwise constitute a “parachute payment” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed under Section 4999 of the Code or interest or penalties with respect thereto, then the amount of the Vekich Transaction Payment would be reduced by an amount sufficient to ensure that no portion of the Vekich Transaction Payment will be subject to such excise tax. As a consequence, BNCC estimates that the amount of the Vekich Transaction Payment will be reduced by approximately $92,000.

Vekich Post-Closing Director Position

Mr. Vekich is expected to remain as a member of the board of directors of BNC following the closing of the Transaction, at which time it will be renamed OppFi Bank, N.A. and will be a wholly owned subsidiary of

 

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OppFi. Mr. Vekich is expected to receive compensation on similar terms as the other members of the board of directors of OppFi Bank, N.A., which compensation terms have not yet been determined.

OppFi Arrangements with Executive Officers

Concurrently with signing the Merger Agreement, each of Mr. Collins, Mr. Currie, Mr. Scott, and Ms. Cleveland entered into an Employment Agreement with BNCC that provides for the compensation and other terms of each executive’s employment following the closing of the Transaction. The terms of these Employment Agreements were agreed upon by OppFi because OppFi will own BNCC when they go into effect. Such employment terms will become effective only if the Transaction is completed and will be null and void if the Merger Agreement is terminated prior to closing of the Transaction.

The primary elements of compensation under the Employment Agreements are as follows:

 

Executive Officer		Base Salary				Retention Bonus(1)				Bonus Target(2)				Equity Compensation(3)				Total
Daniel Collins		$	431,000			$	210,000			$	150,850			$	150,000			$	941,850
Justin Currie		$	237,000			$	165,000			$	59,250			$	100,000			$	561,250
Chad Scott		$	265,000			$	300,000			$	193,320			$	150,000			$	908,320
Shawn Cleveland		$	263,000			$	165,000			$	65,750			$	100,000			$	593,750

(1)	To be paid in three equal installments at (i) the closing of the Transaction, (ii) the first anniversary of such closing, and (iii) the second anniversary of such closing, provided the applicable executive officer remains employed by BNCC or one of its affiliates.

(2)

Represents the applicable executive officer’s target bonus for the first year of employment. The actual bonus paid will be determined based on achievement of individual and corporate performance targets determined by the OppFi Board. For Mr. Scott, the target amount represents Mr. Scott’s target bonus in effect with BNCC for 2026 and will be updated (to an amount not currently determined) if the closing of the Transaction occurs in 2027.

(3)

The dollar amount represents the grant date fair value of Restricted Stock Units (the “RSUs”) to be issued under the OppFi 2021 Equity Incentive Plan, with the number of RSUs to be determined using the average closing stock price of OppFi Class A Common Stock for the month in which the closing of the Transaction occurs. The RSUs will represent the right to receive one share of OppFi Class A Common Stock at vesting. The RSUs will vest over a period of four years, provided the applicable executive officer remains employed by OppFi as of each applicable vesting date.

In addition, if the employment of any executive officer party to an Employment Agreement is terminated by OppFi within the one-year period (for Mr. Collins) or two-year period (for Mr. Currie, Mr. Scott, and Ms. Cleveland) following the closing of the Transaction, such officer would be entitled to severance compensation equal to his or her base salary in place at the time of such termination.

Mr. Spillman, Mr. Oyloe, and Ms. Andresen are expected to continue in their current roles with compensation that is substantially similar to their current compensation with BNC, but the terms of such employment have not been agreed with OppFi.

Director and Officer Indemnification and Insurance

The Merger Agreement provides for certain indemnification, expense advancement and exculpation rights in favor of BNCC’s or any of its subsidiaries’ current or former directors and officers or any person who was at the Effective Time is, or at any time prior to the Effective Time was, indemnified or entitled to be indemnified pursuant to the governing documents of BNCC or its subsidiaries or pursuant to any other agreement in existence as of the date of the Merger Agreement providing for indemnification or advancement of expenses, in each case, as made available to OppFi prior to the date of the Merger Agreement (collectively, the “Indemnified Persons”).

 

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In addition, for six years from and after the Effective Time, OppFi will cause the operating agreement of the Surviving Company (as defined below), and the Surviving Company will cause the organizational documents of its subsidiaries, to contain provisions no less favorable to the Indemnified Persons with respect to limitation of liabilities, indemnification, exculpation and advancement of expenses, taken as a whole, than those set forth, as of the date of the Merger Agreement, in BNCC’s and such subsidiaries’ organizational documents and existing indemnification agreements, and such provisions may not be amended, repealed or otherwise modified in a manner that would adversely affect the rights of the Indemnified Persons. OppFi and the Surviving Company will also advance expenses to Indemnified Persons as incurred to the fullest extent permitted by applicable law, subject to delivery of a customary undertaking, except that no indemnification payments may be made with respect to an administrative proceeding or civil action initiated by a federal banking agency unless the conditions specified in the Merger Agreement (including under 12 C.F.R. Part 359) are satisfied.

The Merger Agreement also provides that, at or prior to the Closing, BNCC will purchase a six-year prepaid “tail” policy (the “D&O Tail Policy”) on terms and conditions providing at least substantially equivalent benefits as the current policies of the directors’ and officers’ liability insurance maintained by BNCC and its subsidiaries with respect to matters existing or occurring prior to the Effective Time, covering, without limitation, the Transaction. Notwithstanding the foregoing, the maximum aggregate premium for the D&O Tail Policy that BNCC will be required to expend will not exceed 250% of the last annual premium paid prior to the date of the Merger Agreement under BNCC’s existing directors’ and officers’ liability insurance policy (the “Maximum Premium”). If such insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, the Surviving Company will obtain the greatest coverage available for a cost not exceeding an annual premium equal to the Maximum Premium. The Surviving Company will cause such D&O Tail Policy to be maintained in full force and effect for its full term and will honor its obligations thereunder. For additional information, see “The Merger Agreement—Covenants and Agreements—Indemnification and Insurance.”

Opinion of BNCC’s Financial Advisor

BNCC retained Piper Sandler & Co. to render an opinion to the BNCC Board in connection with the BNCC Board’s consideration of the Transaction. The BNCC Board selected Piper Sandler to render an opinion because Piper Sandler is a nationally recognized investment banking firm that specializes in financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

At the April 27, 2026 meeting at which the BNCC Board considered the Merger Agreement and the Transaction, Piper Sandler delivered to the BNCC Board its oral opinion, which was subsequently confirmed in writing on April 28, 2026, to the effect that, as of such date, the Merger Consideration was fair to the holders of BNCC Common Stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of BNCC Common Stock are urged to read the entire opinion carefully in connection with their consideration of the proposed Transaction.

Piper Sandler’s opinion was directed to the BNCC Board in connection with its consideration of the Merger Agreement and the Transaction and does not constitute a recommendation to any BNCC stockholder as to how any BNCC stockholder should vote at any meeting of stockholders called to consider and vote upon the adoption of the Merger Agreement and the approval of the Transaction. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the Merger Consideration to the holders of BNCC Common Stock and did not address the underlying business decision of BNCC to engage in the Transaction, the form or structure of the Transaction, or any other transaction contemplated in the Merger Agreement, the relative merits of the Transaction as compared to any other alternative transactions or business strategies that might exist for BNCC, or

 

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the effect of any other transaction in which BNCC might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Transaction by any officer, director or employee of BNCC or OppFi, or any class of such persons, if any, relative to the compensation to be received in the Transaction by any other stockholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

 

•

an execution copy of the Merger Agreement;

 

•

certain publicly available financial statements and other historical financial information of BNCC and its banking subsidiary, BNC, that Piper Sandler deemed relevant;

 

•

certain publicly available financial statements and other historical financial information of OppFi that Piper Sandler deemed relevant;

 

•

the Prospective Financial Information for BNCC for the years ending December 31, 2026 through December 31, 2028, as well as the Estimated BNCC EPS Growth Rate for the years ending December 31, 2029 through December 31, 2030, each as provided by the senior management of BNCC and as defined and disclosed in the section entitled “—Certain Unaudited Prospective Financial Information;”

 

•

publicly available mean analyst EPS and tangible assets estimates for OppFi for the years ending December 31, 2026 and December 31, 2027, as authorized for use in Piper Sandler’s analysis by the senior management of BNCC, and the Estimated OppFi Growth Rates for the years ending December 31, 2028 through December 31, 2030, as provided by senior management of OppFi, and all such information as defined and disclosed in the section entitled “—Certain Unaudited Prospective Financial Information;”

 

•

the pro forma financial impact of the Transaction on OppFi based on certain assumptions relating to transaction expenses, synergies and purchase accounting adjustments, as provided by the senior management of OppFi and as disclosed in the section entitled “—Certain Unaudited Prospective Financial Information;”

 

•

the publicly reported historical price and trading activity for BNCC Common Stock and OppFi Class A Common Stock, including a comparison of certain stock trading information for BNCC Common Stock, OppFi Class A Common Stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

 

•

a comparison of certain financial and market information for BNCC and OppFi with similar financial institutions and consumer lending companies for which information was publicly available;

 

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a regional and nationwide basis), to the extent publicly available;

 

•

the current market environment generally and the banking and lending environment in particular; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of BNCC and its representatives the business, financial condition, results of operations, and prospects of BNCC and held similar discussions with certain members of the senior management of OppFi and its representatives regarding the business, financial condition, results of operations, and prospects of OppFi.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to Piper Sandler from public sources, that was provided to Piper Sandler by BNCC, OppFi or their respective representatives, or that was otherwise reviewed by Piper Sandler and Piper

 

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Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler further relied on the assurances of the respective senior managements of BNCC and OppFi that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to Piper Sandler’s analyses. Piper Sandler was not asked to undertake, and did not undertake, an independent verification of any such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of BNCC or OppFi, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion on or evaluation of the collectability of any assets or the future performance of any loans of BNCC or OppFi. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for credit losses of BNCC or OppFi, or the combined entity after the Transaction, and Piper Sandler did not review any individual credit files relating to BNCC or OppFi. Piper Sandler assumed, with BNCC’s consent, that the allowance for credit losses for BNCC and OppFi were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used the Prospective Financial Information for BNCC for the years ending December 31, 2026 through December 31, 2028, as well the Estimated BNCC EPS Growth Rate for the years ending December 31, 2029 through December 31, 2030, each as provided by the senior management of BNCC. In addition, Piper Sandler used publicly available mean analyst EPS and tangible assets estimates for OppFi for the years ending December 31, 2026 and December 31, 2027, as authorized for use in Piper Sandler’s analysis by the senior management of BNCC, and the Estimated OppFi Growth Rates for the years ending December 31, 2028 through December 31, 2030, as provided by senior management of OppFi and authorized for use in Piper Sandler’s analysis by the senior management of BNCC. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, synergies and purchase accounting adjustments, as provided by the senior management of OppFi and authorized for use by the senior management of BNCC. With respect to the foregoing information, the senior management of BNCC confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgements of senior management as to the future financial performance of BNCC and OppFi, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which they were based. Piper Sandler also assumed that there had been no material change in BNCC’s or OppFi’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that BNCC and OppFi would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with BNCC’s consent, that (i) each of the parties to the Merger Agreement would comply in all material respects with all material terms and conditions of the Merger Agreement and all related agreements required to effect the Transaction, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Transaction, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on BNCC, OppFi, the Transaction or any related transactions, and (iii) the Transaction and any related transactions would be consummated in accordance with the terms of the Merger Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with BNCC’s consent, Piper Sandler relied upon the advice that BNCC received from its legal, accounting, and tax advisors as to all legal, accounting and tax matters relating to the Transaction and the other transactions contemplated by the Merger Agreement. Piper Sandler expressed no opinion as to any such matter.

 

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Piper Sandler’s opinion was necessarily based on financial, regulatory, economic, market, and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of BNCC Common Stock or OppFi Class A Common Stock at any time, or what the value of OppFi Class A Common Stock will be once it is actually received by the holders of BNCC Common Stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the BNCC Board but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to BNCC or OppFi and no transaction is identical to the Transaction. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of BNCC and OppFi and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness, from a financial point of view, of the Merger Consideration to the holders of BNCC Common Stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of BNCC, OppFi, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the BNCC Board at its April 27, 2026 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of BNCC Common Stock or OppFi Class A Common Stock or the prices at which BNCC Common Stock or OppFi Class A Common Stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the BNCC Board in making its determination to approve the Merger Agreement and the analyses described below should not be viewed as determinative of the decision of the BNCC Board with respect to the fairness of the Merger Consideration.

Summary of Proposed Merger Consideration and Implied Transaction Metrics

Piper Sandler reviewed the financial terms of the proposed Transaction. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of BNCC Common Stock issued and outstanding immediately prior to the Effective Time, except for Canceled Shares, will be converted into the right to receive, in each case

 

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without interest, (i) $19.375 and (ii) 1.90 shares of OppFi Class A Common Stock. Piper Sandler calculated an aggregate implied transaction value of approximately $128.9 million based on 3,584,211 shares of BNCC Common Stock outstanding and the closing stock price for OppFi Class A Common Stock of $8.73 on April 24, 2026. Using certain financial and stock price information for BNCC and the aggregate implied transaction value (as set forth above), Piper Sandler calculated the following implied transaction metrics:

 

Implied Price Per Share / BNCC 2025 EPS1			14.7	x
Implied Price Per Share / BNCC 2026E EPS1,2			10.4	x
Implied Price Per Share / BNCC 2025 Tangible Book Value Per Share1			121	%
Core Deposit Premium3			2.3	%
Premium to BNCC Closing Stock Price as of April 24, 20264			2.7	%
Premium to BNCC Closing Stock Price as of December 22, 2025			12.1	%

 

1	Implied price per share was calculated using the closing stock price for OppFi Class A Common Stock of $8.73 on April 24, 2026.

2	Calculated using BNCC 2026E EPS from the Prospective Financial Information for BNCC.

3	Represents franchise premium of $22.4 million as of April 24, 2026 divided by BNCC’s total core deposits of $971.8 million as of December 31, 2025.

4	The end of the business week prior to delivery of Piper Sandler’s opinion on Tuesday, April 28, 2026.

5	The date that OppFi and BNCC entered into the letter of intent for the Transaction.

Comparable Company Analyses

BNCC Comparable Company Analysis

Piper Sandler used publicly available information to compare selected financial information for BNCC with a group of financial institutions selected by Piper Sandler. The BNCC peer group included major exchange-traded (NASDAQ, NYSE, and NYSEAM) banks with total assets between $750 million and $2.25 billion but excluded targets of announced merger transactions (the “BNCC Peer Group”). The BNCC Peer Group consisted of the following companies:

 

Ames National Corporation		Isabella Bank Corporation
CF Bankshares Inc.		Landmark Bancorp, Inc.
Citizens Community Bancorp		LCNB Corp.
Finward Bancorp		Ohio Valley Banc Corp.
First Capital, Inc.		Richmond Mutual Bancorp
Hawthorn Bancshares, Inc.		SB Financial Group, Inc.
		United Bancorp, Inc.

 

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Piper Sandler’s comparable company analysis for BNCC compared publicly available financial information for BNCC with corresponding data for the BNCC Peer Group as of or for the year ended December 31, 2025 (unless otherwise noted). The table below sets forth the data for BNCC and the median, mean, low and high data for the BNCC Peer Group.

 

		BNCC				BNCC Peer Group (Median)				BNCC Peer Group (Mean)				BNCC Peer Group (Low)				BNCC Peer Group (High)
Total Assets ($mm)			1,100				1,782				1,753				857				2,238
Loans / Deposits (%)			76.0				87.9				85.8				59.1				107.0
Non-Performing Assets / Total Assets1 (%)			0.40				0.62				0.59				0.14				0.99
TCE / Tangible Assets (%)			9.68				8.59				8.78				7.40				10.38
Tier 1 Leverage Ratio (%)			12.40				10.10				10.27				8.47				12.64
Total RBC Ratio (%)			16.02				14.64				15.25				13.09				21.81
CRE / Total RBC Ratio (%)			288				239				216				31				319
Three months ended December 31, 2025 (“MRQ”) Return on Average Assets (%)			0.89				0.91				0.95				0.39				1.34
MRQ Return on Average Equity (%)			8.7				10.9				11.6				6.4				17.0
MRQ Net Interest Margin (%)			3.62				3.48				3.40				2.75				4.07
MRQ Efficiency Ratio (%)			67.5				64.6				65.3				51.0				82.5
April 24, 2026 Closing Stock Price (“4/24 Stock Price”) / Tangible Book Value (%)			116				130				127				97				164
4/24 Stock Price / 2025 Core EPS (x)			14.3				11.6				12.0				8.5				15.8
4/24 Stock Price / 2026E EPS2 (x)			N/A				11.0				10.6				8.1				12.5
Dividend Yield (%)3			0.0				2.5				2.9				1.2				5.5
Market Capitalization ($mm)4			124				192				192				93				305

Note: Financial information used for BNCC Peer Group is not pro forma for pending or recently closed acquisitions or divestitures.

 

1.	Non-Performing Assets / Total Assets = (Nonaccrual Loans - Guaranteed SBA Nonaccrual) / Total Assets.

2.	For BNCC, calculated using 2026E EPS from the Prospective Financial Information for BNCC. For all others, calculated using April 24, 2026 consensus analyst estimates for EPS, as aggregated by S&P Capital IQ Pro.

3.	Dividend yield calculated as annual dividends per share (excluding special dividends) divided by the current share price, as aggregated by S&P Capital IQ Pro.

4.	Calculated using market data as of April 24, 2026, as aggregated by S&P Capital IQ Pro.

OppFi Comparable Company Analysis

Piper Sandler used publicly available information to perform a similar analysis for OppFi by comparing selected financial information for OppFi with a group of financial institutions selected by Piper Sandler. The OppFi peer group included major exchange-traded (NASDAQ, NYSE, and NYSEAM) specialty finance companies headquartered throughout the United States, as defined by S&P Capital IQ Pro, with total assets between $200.0 million and $8.0 billion, but excluded targets of announced merger transactions (the “OppFi Peer Group”). The OppFi Peer Group consisted of the following companies:

 

Bread Financial Holdings, Inc.		OneMain Holdings, Inc.
Credit Acceptance Corporation		Oportun Financial Corporation
Enova International, Inc.		Regional Management Corp.
Figure Technology Solutions, Inc.		Upstart Holdings, Inc.

 

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Piper Sandler’s comparable company analysis for OppFi compared publicly available financial information for OppFi with corresponding data for the OppFi Peer Group as of or for the year ended December 31, 2025 (unless otherwise noted). The table below sets forth the data for OppFi and the median, mean, low and high data for the OppFi Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in OppFi’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented (see footnotes 2 and 3 in the following table).

 

		OppFi				OppFi Peer Group (Median)				OppFi Peer Group (Mean)				OppFi Peer Group (Low)				OppFi Peer Group (High)
Total Assets ($mm)			754				3,258				8,601				1,546				27,388
TCE / Tangible Assets (%)			41.0				17.0				20.7				6.4				52.4
April 24, 2026 Market Capitalization ($mm)			743				3,558				3,582				257				7,092
Return on Average Equity (%)			53.9				16.8				16.5				6.8				25.9
4/24 Stock Price / Book Value (x)			2.41	2			2.32				2.60				0.66				5.66
4/24 Stock Price / Tangible Book Value (x)			2.41	2			3.60				3.15				0.81				6.23
4/24 Stock Price / 2025 EPS (x)			5.5	3			8.8				8.7				4.1				14.1
4/24 Stock Price / 2026E EPS1 (x)			4.9				7.9				8.5				3.8				14.7
4/24 Stock Price / 2027E EPS1 (x)			4.3				7.0				9.1				3.0				26.1

 

1	Calculated using consensus analyst estimates for EPS as of April 24, 2026, as aggregated by S&P Capital IQ Pro.

2	OppFi’s closing stock price of $8.73 as of April 24, 2026 divided by the book value per share, using the total shareholders’ equity of $308.9 million.

3	Represents OppFi’s closing stock price as of April 24, 2026 divided by OppFi’s 2025 Adjusted EPS of $1.59.

Stock Trading History

Piper Sandler reviewed the publicly available historical reported trading price of BNCC Common Stock for the one-year and three-year periods ended April 24, 2026. Piper Sandler also reviewed the publicly available historical reported trading price of OppFi Class A Common Stock for the one-year and three-year periods ended April 21, 2026. Piper Sandler then compared the relationship between the movements in the price of BNCC Common Stock and OppFi Class A Common Stock to movement in their respective peer groups (as described below) as well as certain stock indices.

BNCC’s One-Year Stock Performance

 

		Beginning Value				Ending Value
BNCC			100.0	%			121.2	%
BNCC Peer Group			100.0	%			123.1	%
S&P 500 Index			100.0	%			130.6	%
NASDAQ Bank Index			100.0	%			121.0	%

BNCC’s Three-Year Stock Performance

 

		Beginning Value				Ending Value
BNCC			100.0	%			153.9	%
BNCC Peer Group			100.0	%			154.9	%
S&P 500 Index			100.0	%			173.2	%
NASDAQ Bank Index			100.0	%			159.8	%

 

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OppFi’s One-Year Stock Performance

 

		Beginning Value				Ending Value
OppFi			100.0	%			106.5	%
OppFi Peer Group			100.0	%			136.5	%
S&P 500 Index			100.0	%			136.9	%
NASDAQ Bank Index			100.0	%			131.0	%

OppFi’s Three-Year Stock Performance

 

		Beginning Value				Ending Value
OppFi			100.0	%			329.3	%
OppFi Peer Group			100.0	%			171.2	%
S&P 500 Index			100.0	%			170.9	%
NASDAQ Bank Index			100.0	%			160.6	%

Analysis of Precedent Transactions

Piper Sandler reviewed a group of recent bank merger and acquisition transactions announced between January 1, 2024 and April 24, 2026 nationwide, involving targets with total assets between $750 million and $1.5 billion at announcement, but excluding transactions with non-disclosed deal values (the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

 

Acquiror		Target
United Community Banks, Inc.		Peach State Bancshares, Inc.
Fidelity BancShares (N.C.), Inc		Affinity Bancshares, Inc.
Arrow Financial Corporation		Adirondack Bancorp, Inc.
Stock Yards Bancorp, Inc.		Field & Main Bancorp, Inc.
Credicorp Ltd.		Helm Bank USA
Community West Bancshares		United Security Bancshares
Enova International, Inc.		Grasshopper Bancorp, Inc.
South Plains Financial, Inc.		BOH Holdings, Inc.
Richmond Mutual Bancorporation, Inc.		The Farmers Bancorp, Frankfort, Indiana
First Mid Bancshares, Inc.		Two Rivers Financial Group, Inc.
ServBanc Holdco, Inc.		IF Bancorp, Inc.
Third Coast Bancshares, Inc.		Keystone Bancshares, Inc.
Mid Penn Bancorp, Inc.		1st Colonial Bancorp, Inc.
Equity Bancshares, Inc.		Frontier Holdings, LLC
First Financial Bancorp.		BankFinancial Corporation
Business First Bancshares, Inc.		Progressive Bancorp, Inc.
MIDFLORIDA Credit Union		Prime Meridian Holding Company
TowneBank		Old Point Financial Corporation

 

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Acquiror		Target
Equity Bancshares, Inc.		NBC Corp. of Oklahoma
MetroCity Bankshares, Inc.		First IC Corporation
Old Second Bancorp, Inc.		Bancorp Financial, Inc.
Glacier Bancorp, Inc.		Bank of Idaho Holding Co.

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last twelve months (“LTM”) EPS, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the Transaction to the median, mean, low and high metrics of the Nationwide Precedent Transactions.

 

		OppFi / BNCC				Nationwide Precedent Transactions
						Median				Mean				Low				High
Transaction Price1 / LTM EPS (x)			14.7				14.4				15.2				8.3				25.4
Transaction Price1 / Tangible Book Value Per Share (%)			121				138				151				91				332
Core Deposit Premium (%)			2.3	2			5.8				6.5				(1.3	)			24.2
1-Day Market Premium (%)			2.7	3			18.6				32.4				4.6				101.8

 

1	Calculated using the Implied Price Per Share for purposes of the Transaction.

2	Represents franchise premium of $22.4 million as of April 24, 2026 divided by BNCC’s total core deposits of $971.8 million as of December 31, 2025.

3	Calculated as implied transaction price per share of $35.96 as of April 24, 2026 divided by BNCC’s closing stock price of $35.02 on April 24, 2026.

Piper Sandler also reviewed a group of recent bank merger and acquisition transactions announced between January 1, 2024 and April 24, 2026, involving targets headquartered in the Midwest with total assets between $750 million and $1.5 billion at announcement, but excluding transactions with non-disclosed deal values (the “Regional Precedent Transactions”).

The Regional Precedent Transactions group was composed of the following transactions:

 

Acquiror		Target
Stock Yards Bancorp, Inc.		Field & Main Bancorp, Inc.
Richmond Mutual Bancorporation, Inc.		The Farmers Bancorp, Frankfort, Indiana
ServBanc Holdco, Inc.		IF Bancorp, Inc.
First Mid Bancshares, Inc.		Two Rivers Financial Group, Inc.
Equity Bancshares, Inc.		Frontier Holdings, LLC
First Financial Bancorp.		BankFinancial Corporation
Old Second Bancorp, Inc.		Bancorp Financial, Inc.
Alerus Financial Corporation		HMN Financial, Inc.

 

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Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to LTM EPS, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the Transaction to the median, mean, low and high metrics of the Regional Precedent Transactions.

 

		OppFi / BNCC				Regional Precedent Transactions
						Median				Mean				Low				High
Transaction Price1 / LTM EPS (x)			14.7				12.2				13.8				9.1				20.1
Transaction Price1 / Tangible Book Value Per Share (%)			121				112				118				91				162
Core Deposit Premium (%)			2.3	2			1.5				2.5				(1.3	)			7.4
1-Day Market Premium (%)			2.7	3			7.5				14.9				5.4				32.6

 

1	Calculated using the Implied Price Per Share for purposes of the Transaction.

2	Represents franchise premium of $22.4 million as of April 24, 2026 divided by BNCC’s total core deposits of $971.8 million as of December 31, 2025.

3	Calculated as aggregate implied transaction price per share of $128.90 as of April 24, 2026 divided by BNCC’s closing stock price of $35.02 on April 24, 2026.

Net Present Value Analyses

Piper Sandler performed an analysis that estimated the net present value of a share of BNCC Common Stock, assuming BNCC performed in accordance with the Prospective Financial Information for BNCC for the years ending December 31, 2026 through December 31, 2028, as well as the Estimated BNCC EPS Growth Rate for the years ending December 31, 2029 through December 31, 2030, each as provided by the senior management of BNCC. To approximate the terminal value of a share of BNCC Common Stock on April 24, 2026, Piper Sandler applied price to earnings multiples ranging from 9.0x to 13.0x and multiples of tangible book value ranging from 95% to 135%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of BNCC Common Stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of BNCC Common Stock of $26.42 to $44.32 when applying multiples of earnings and $28.26 to $46.76 when applying multiples of tangible book value.

EPS Multiples

 

Discount Rate		9.0x		10.0x		11.0x		12.0x		13.0x
9.0%		$31.45		$34.67		$37.89		$41.10		$44.32
10.0%		$30.09		$33.17		$36.24		$39.31		$42.39
11.0%		$28.80		$31.74		$34.68		$37.62		$40.55
12.0%		$27.58		$30.39		$33.20		$36.01		$38.82
13.0%		$26.42		$29.11		$31.80		$34.48		$37.17

Tangible Book Value Per Share Multiples

 

Discount Rate		95%		105%		115%		125%		135%
9.0%		$33.65		$36.93		$40.20		$43.48		$46.76
10.0%		$32.19		$35.32		$38.45		$41.59		$44.72
11.0%		$30.81		$33.80		$36.80		$39.79		$42.78
12.0%		$29.50		$32.36		$35.22		$38.09		$40.95
13.0%		$28.26		$30.99		$33.73		$36.47		$39.21

 

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Piper Sandler also considered and discussed with the BNCC Board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming BNCC’s earnings varied from 20.0% above the Prospective Financial Information to 20.0% below the Prospective Financial Information. This analysis resulted in the following range of per share values for BNCC Common Stock, applying the price to earnings multiples range of 9.0x to 13.0x referred to above and a discount rate of 10.99%.

EPS Multiples

 

Annual Projection Variance		9.0x		10.0x		11.0x		12.0x		13.0x
(20.0%)		$23.52		$25.88		$28.23		$30.58		$32.93
(10.0%)		$26.17		$28.82		$31.46		$34.11		$36.75
0.0%		$28.82		$31.75		$34.69		$37.63		$40.57
10.0%		$31.46		$34.69		$37.93		$41.16		$44.39
20.0%		$34.11		$37.63		$41.16		$44.69		$48.22

Piper Sandler also performed an analysis that estimated the net present value per share of OppFi Class A Common Stock assuming OppFi performed in accordance with publicly available mean analyst estimates for EPS, tangible asset and TCE estimates for OppFi for the years ending December 31, 2026 through December 31, 2027, as authorized for use in Piper Sandler’s analysis by the senior management of BNCC, and the Estimated OppFi Growth Rates for the years ending December 31, 2028 through December 31, 2030, as provided by senior management of OppFi and authorized for use in Piper Sandler’s analysis by the senior management of BNCC. To approximate the terminal value of a share of OppFi Class A Common Stock on April 24, 2026, Piper Sandler applied price to earnings multiples ranging from 4.0x to 8.0x. The terminal values were then discounted to present values using different discount rates ranging from 11.0% to 15.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of OppFi Class A Common Stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of OppFi Class A Common Stock of $9.99 to $17.85 when applying multiples of earnings.

EPS Multiples

 

Discount Rate		4.0x		5.0x		6.0x		7.0x		8.0x
11.0%		$11.62		$13.18		$14.73		$16.29		$17.85
12.0%		$11.18		$12.67		$14.16		$15.65		$17.14
13.0%		$10.76		$12.19		$13.61		$15.04		$16.47
14.0%		$10.37		$11.73		$13.09		$14.46		$15.82
15.0%		$9.99		$11.29		$12.60		$13.91		$15.21

Piper Sandler also considered and discussed with the BNCC Board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming OppFi’s earnings varied from 20.0% above mean analyst estimates to 20.0% below mean analyst estimates. This analysis resulted in the following range of per share values for OppFi Class A Common Stock, applying the price to earnings multiples range of 4.0x to 8.0x referred to above and a discount rate of 12.50%.

EPS Multiples

 

Annual Estimate Variance		4.0x		5.0x		6.0x		7.0x		8.0x
(20.0%)		$9.81		$10.97		$12.14		$13.31		$14.47
(10.0%)		$10.39		$11.70		$13.01		$14.33		$15.64
0.0%		$10.97		$12.43		$13.89		$15.35		$16.81
10.0%		$11.56		$13.16		$14.76		$16.37		$17.97
20.0%		$12.14		$13.89		$15.64		$17.39		$19.14

 

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Piper Sandler notes that net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Piper Sandler analyzed certain potential pro forma effects of the Transaction on OppFi, assuming the Transaction closes on December 31, 2026. Piper Sandler utilized the following information and assumptions: (a) the Prospective Financial Information for BNCC for the years ending December 31, 2026 and December 31, 2027, as provided by the senior management of BNCC, (b) publicly available mean analyst EPS and tangible assets estimates for OppFi for the years ending December 31, 2026 and December 31, 2027, as authorized for use in Piper Sandler’s analysis by the senior management of BNCC, and the Estimated OppFi Growth Rates for the years ending December 31, 2028 through December 31, 2030, as provided by senior management of OppFi and authorized for use in Piper Sandler’s analysis by the senior management of BNCC, and (c) certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of OppFi and approved for use by the senior management of BNCC. The analysis indicated that the Transaction could be accretive to OppFi’s estimated EPS in the years ending December 31, 2026 and December 31, 2027.

In connection with this analysis, Piper Sandler considered and discussed with the BNCC Board how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the Transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship

Piper Sandler received a fee for rendering its opinion, which payment became due at the time Piper Sandler rendered its opinion and was not contingent upon the completion of the Transaction. BNCC has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of its engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with its engagement. Piper Sandler did not provide any other investment banking services to BNCC in the two years preceding the date of its opinion. Piper Sandler did not provide any investment banking services to OppFi in the two years preceding the date of its opinion. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to BNCC, OppFi and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of BNCC, OppFi and their respective affiliates for its own account and for the accounts of its customers.

Certain Unaudited Prospective Financial Information

OppFi and BNCC do not, as a matter of ordinary course, make public projections as to future performance, revenues, earnings or other results, due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. In connection with the Transaction, however, OppFi and BNCC are including in this proxy statement/prospectus certain unaudited prospective financial information for OppFi and BNCC that was made available by OppFi to BNCC and by BNCC to OppFi, as well as provided by BNCC to Piper Sandler for purposes of Piper Sandler providing its financial analyses in connection with rendering its opinion to the BNCC Board, as described in this proxy statement/prospectus under the section entitled “The Transaction—Opinion of BNCC’s Financial Advisor.” We refer to this information, collectively, as the “Prospective Financial Information.” The below summary of the Prospective Financial Information is included for the purpose of providing stockholders access to certain nonpublic information that was furnished to certain parties in connection with the Transaction, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any BNCC stockholder.

 

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The Prospective Financial Information was not prepared for the purpose of, or with a view toward, public disclosure, or with a view toward complying with the published guidelines of the SEC regarding projections, prevailing practices in the banking industry, the use of non-GAAP financial measures or forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. In addition, the Prospective Financial Information requires significant estimates and assumptions that makes it inherently less comparable to the similarly titled GAAP measures in OppFi’s and BNCC’s respective historical GAAP financial statements. The SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a financial measure calculated and presented in accordance with GAAP do not apply to non-GAAP financial measures included in disclosure of financial projections provided to a board of directors or a financial advisor in connection with a proposed business combination, such as the Transaction, if the disclosure is included in a document such as this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures were not relied upon by the OppFi Board, the BNCC Board or their respective members of management or financial advisors in connection with their respective evaluation of the Transaction. Accordingly, no reconciliation of the non-GAAP financial measures included in the Prospective Financial Information to the relevant GAAP financial measures is provided in this proxy statement/prospectus.

None of OppFi, BNCC, Piper Sandler, or their respective officers, directors, affiliates, advisors, or other representatives considered, or now consider, the inclusion of the Prospective Financial Information in this proxy statement/prospectus to be regarded as an indication that the Prospective Financial Information is necessarily predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Prospective Financial Information. The Estimated OppFi Growth Rates for the years ending December 31, 2028 through December 31, 2030 and the Synergies and Expenses Projections (as defined below) were prepared by, and are the responsibility of, OppFi’s management and were not prepared or approved by BNCC’s management or the BNCC Board. The BNCC Prospective Financial Information and Estimated BNCC EPS Growth Rate for the years ended December 31, 2029 and December 31, 2030 included in this proxy statement/prospectus was prepared by, and is the responsibility of, BNCC’s management and was not prepared or approved by OppFi’s management or the OppFi Board.

While presented with numeric specificity, the Prospective Financial Information is based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to OppFi’s and BNCC’s respective businesses) all of which are inherently subjective and uncertain and many of which are beyond the control of OppFi and BNCC. Important factors that may affect actual results and cause the Prospective Financial Information not to be achieved include, but are not limited to, risks and uncertainties relating to OppFi’s and BNCC’s respective businesses (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” and in OppFi’s Annual Report on Form 10-K for the year ended December 31, 2025 and the other reports filed by OppFi with the SEC. The Prospective Financial Information also reflects numerous variables, expectations and assumptions used or made at the time it was prepared as to certain business decisions that are subject to change, and, in many respects, subjective judgment solely by the applicable company’s management, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As a result, actual results may differ materially from those contained in the Prospective Financial Information. Accordingly, there can be no assurance that the Prospective Financial Information summarized below and the underlying estimates and assumptions will be realized. None of OppFi, BNCC, Piper Sandler or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the projections.

NONE OF OPPFI, BNCC OR THE COMBINED COMPANY INTEND TO, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO, UPDATE OR OTHERWISE REVISE OR

 

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RECONCILE THE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE SHOWN TO BE IN ERROR, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS. SINCE THE PROSPECTIVE FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES SUBJECT TO GREATER UNCERTAINTY WITH EACH SUCCESSIVE YEAR.

Furthermore, the Prospective Financial Information does not take into account any circumstances or events occurring after the date it was prepared. No assurance can be given that, had the Prospective Financial Information been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. The Prospective Financial Information does not attempt to predict or suggest future results of the combined company after giving effect to the Transaction. Except as specified below, the Prospective Financial Information does not give effect to the Transaction, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with completing the Transaction, the potential synergies that may be achieved by the combined company as a result of the Transaction, the effect on OppFi or BNCC of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Transaction. Further, the Prospective Financial Information does not take into account the effect on OppFi or BNCC of any possible failure of the Transaction to occur.

By including the Prospective Financial Information in this proxy statement/prospectus, none of OppFi, BNCC or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of OppFi, BNCC or the combined company compared to the information contained in the Prospective Financial Information. Accordingly, the Prospective Financial Information should not be construed as financial guidance, nor relied upon as such. The inclusion of the Prospective Financial Information in this proxy statement/prospectus does not constitute an admission or representation by OppFi or BNCC that such information contained herein is material. The Prospective Financial Information summarized in this section reflects the opinions, estimates and judgments of the applicable company’s management at the time it was prepared and has not been updated to reflect any changes since such Prospective Financial Information was prepared.

Neither OppFi’s nor BNCC’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Prospective Financial Information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Prospective Financial Information.

In light of the foregoing, and considering that the Special Meeting will be held many months after the Prospective Financial Information was prepared, as well as the uncertainties inherent in any forecasted information, BNCC stockholders are cautioned not to place unwarranted reliance on the Prospective Financial Information, and all BNCC stockholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of OppFi’s and BNCC’s respective businesses as well as OppFi’s most recent SEC filings for a description of OppFi’s reported financial results and BNCC’s consolidated financial statements included in this proxy statement/prospectus for a description of BNCC’s financial results. See the section entitled “Where You Can Find More Information.”

 

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BNCC Prospective Financial Information

The following table presents a summary of the Prospective Financial Information for the calendar years ending 2026 through 2030 for BNCC on a standalone basis (the “BNCC Prospective Financial Information”). The Prospective Financial Information for BNCC was approved by BNCC for Piper Sandler’s use and reliance and was used by Piper Sandler at the direction of BNCC’s management in the financial analyses performed in connection with Piper Sandler’s opinion, as described in the section entitled “The Transaction—Opinion of BNCC’s Financial Advisor.”

 

		Unaudited Prospective Financial Information for the Years Ending December 31,
($ in thousands, except per share data and percentages)		2026E				2027E				2028E				2029E				2030E
Total Assets		$	1,082,230			$	1,122,247			$	1,163,483			$	1,221,657			$	1,282,740
Total Gross Loans		$	769,049			$	814,344			$	859,640			$	902,622			$	947,753
Total Deposits		$	939,878			$	961,608			$	983,338			$	1,032,505			$	1,084,130
Common Equity		$	118,462			$	134,312			$	151,403			$	165,768			$	180,852
TCE to Tangible Assets2			10.95	%			11.97	%			13.01	%			13.57	%			14.10	%
Net Income		$	12,348			$	14,582			$	16,095			$	16,900			$	17,745
Earnings per Common Share		$	3.45			$	4.07			$	4.49			$	4.72			$	4.95
Dividends Paid on Common Stock (per Share)		$	0.52			$	0.61			$	0.67			$	0.71			$	0.74
Book Value per Common Share		$	33.05			$	37.47			$	42.24			$	46.25			$	50.46
Tangible Book Value per Common Share3		$	33.05			$	37.47			$	42.24			$	46.25			$	50.46

 

1

Per share calculations based on 3,584,211 pro forma shares of BNCC Common Stock outstanding, which includes 3,520,125 shares of BNCC Common Stock outstanding on March 31, 2026 and 64,086 shares of BNCC Common Stock estimated to be issued immediately prior to completion of the Transaction under deferred compensation plans.

2	TCE ratio is calculated by dividing common equity, less intangible assets, by total period end assets.

3	Tangible book value per common share is equal to book value per common share.

Mean Analyst Estimates

The following table presents certain publicly available mean analyst estimates for OppFi’s EPS, tangible assets and TCE for the years ending December 31, 2026 and December 31, 2027. These estimates were approved by BNCC for Piper Sandler’s use and reliance and were used by Piper Sandler at the direction of BNCC’s management in the financial analyses performed in connection with Piper Sandler’s opinion, as described in the section entitled “The Transaction—Opinion of BNCC’s Financial Advisor.”

 

($ in thousands, except per share data)		2026E				2027E
EPS		$	1.80			$	2.03
Tangible Assets		$	799,700			$	849,500
TCE (1)		$	299,888			$	318,563

 

1	Implied by the mean analyst tangible asset estimate.

Estimated Growth Rates

In addition, for purposes of extrapolating OppFi’s and BNCC’s financial results, BNCC’s management authorized Piper Sandler to use and rely on estimated long-term annual growth rates of 10% for OppFi’s EPS for the years ending December 31, 2028 through December 31, 2030 (as provided by OppFi, the “Estimated OppFi EPS Growth Rate”), 5% for BNCC’s EPS for the years ending December 31, 2029 through December 31, 2030 (the “Estimated BNCC EPS Growth Rate”) and 10% for OppFi’s tangible assets for the years ending

 

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December 31, 2028 through December 31, 2030 (as provided by OppFi, the “Estimated OppFi Tangible Assets Growth Rate” and, together with the Estimated OppFi EPS Growth Rate, the “Estimated OppFi Growth Rates”).

Synergies and Expenses

Piper Sandler’s financial analyses also included estimated after-tax transaction synergies for the combined company of $55 million in 2027 and $80 million in 2028 and estimated, aggregate, one-time, pre-tax transaction expenses of $11.2 million, each as approved for inclusion in Piper Sandler’s analyses by BNCC’s management (the “Synergies and Expenses Projections”).

The Synergies and Expenses Projections were derived in part from analysis of BNCC’s and OppFi’s respective businesses and discussions between the parties regarding potential synergies in the Transaction, and were further based on BNCC’s management’s due diligence review.

Accounting Treatment

OppFi prepares its financial statements in accordance with GAAP. The Merger will be accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board ASC Topic 805, Business Combinations. OppFi will be treated as the acquirer for accounting purposes. Under this method of accounting, all assets acquired and liabilities assumed are recognized and measured at their estimated fair values as of the acquisition date. The excess of purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

 

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APPRAISAL RIGHTS

If the Merger is consummated, a holder of BNCC Common Stock who does not vote in favor of the Merger Proposal and who properly demands appraisal of its shares of BNCC Common Stock, who does not effectively withdraw its demand or waive or lose the right to appraisal, and who otherwise complies with the requirements for perfecting and preserving appraisal rights, will be entitled to seek appraisal of his, her or its shares in connection with the Merger under Section 262 of the Delaware General Corporation Law.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is publicly available and may be accessed, without subscription or cost, at https://delcode.delaware.gov/title8/c001/sc09/index.html. The following summary does not constitute any legal or other advice and does not constitute a recommendation that a holder of BNCC Common Stock exercise its appraisal rights under Section 262 of the DGCL. Only a holder of record of shares of BNCC Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of BNCC Common Stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of BNCC Common Stock through a bank, broker, trust or other nominee and you wish to exercise appraisal rights or wish to preserve the right to do so, you should consult with your bank, broker, trust or other nominee.

Under Section 262 of the DGCL, a holder of shares of BNCC Common Stock who (1) does not vote in favor of the Merger Proposal; (2) continuously is the record holder of such shares from the date of the making of the demand through the Effective Time; and (3) otherwise follows the procedures set forth in Section 262 of the DGCL, may be entitled to have its shares of BNCC Common Stock appraised by the Court of Chancery of the State of Delaware (the “Court of Chancery”) and to receive payment in cash of the “fair value” of the shares of BNCC Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid, if any, on the amount determined to be fair value, as determined by the Court of Chancery. The “fair value” of the shares of BNCC Common Stock as determined by the Court of Chancery may be more than, the same as, or less than the per share consideration that the BNCC stockholders are otherwise entitled to receive under the Merger Agreement.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption and approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes notice to holders of BNCC Common Stock that appraisal rights are available in connection with the Merger, and the full text of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any holder of shares of BNCC Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 of the DGCL carefully and consult with legal and financial advisors. Strict compliance with the procedures set forth in Section 262 of the DGCL is required, and failure to strictly comply with the requirements of Section 262 of the DGCL in a timely and proper manner will result in the withdrawal, loss or waiver of appraisal rights under the DGCL. A holder of BNCC Common Stock who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of BNCC Common Stock, BNCC encourages BNCC stockholders considering exercising such rights to seek the advice of legal counsel.

BNCC stockholders wishing to exercise the right to seek an appraisal of its shares of BNCC Common Stock must do ALL of the following:

 

•

the BNCC stockholder must not vote or submit a proxy in favor of the Merger Proposal;

 

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•

the BNCC stockholder must deliver to BNCC a written demand for appraisal before the vote on the Merger Proposal at the Special Meeting and be a stockholder of record of BNCC at the time of the making of such demand;

 

•

the BNCC stockholder must continuously hold the shares of BNCC Common Stock from the date of making the demand through the Effective Time (a BNCC stockholder will withdraw, lose or waive appraisal rights if the BNCC stockholder transfers the shares before the Effective Time); and

 

•

a BNCC stockholder of record, a beneficial owner of shares as to which the record holder has duly demanded appraisal or the surviving company must file a petition in the Court of Chancery requesting a determination of the fair value of the shares of BNCC Common Stock within 120 days after the Effective Time. OppFi and Merger Sub are under no obligation to file any such petition and have no intention of doing so. Accordingly, it is the BNCC stockholder’s obligation to initiate all necessary action to perfect his, her or its appraisal rights in respect of his, her or its shares of BNCC Common Stock within the time prescribed in Section 262 of the DGCL.

Filing Written Demand

Any record holder of shares of BNCC Common Stock wishing to exercise appraisal rights must deliver to BNCC, before the vote on the Merger Proposal at the Special Meeting at which the Merger Proposal will be submitted to the BNCC stockholders, a written demand for the appraisal of the BNCC stockholder’s shares of BNCC Common Stock. A holder of shares of BNCC Common Stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, and it will result in the BNCC stockholder’s loss of appraisal rights and will nullify any previously delivered written demand for appraisal. Therefore, a BNCC stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against or abstain from voting on the Merger Proposal. Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal. A BNCC stockholder’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Special Meeting will result in a withdrawal, loss or waiver of appraisal rights.

Only a holder of record of shares of BNCC Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name on the date the written demand is made. A demand for appraisal in respect of shares of BNCC Common Stock should be executed by or on behalf of the holder of record, and must reasonably inform BNCC of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares of BNCC Common Stock in connection with the Merger. If the shares of BNCC Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the authorized agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

A BNCC STOCKHOLDER WHO HOLDS HIS, HER OR ITS SHARES OF BNCC COMMON STOCK IN BROKERAGE OR BANK ACCOUNTS, TRUSTS OR OTHER NOMINEE FORMS AND WHO WISHES TO EXERCISE APPRAISAL RIGHTS, OR PRESERVE THE RIGHT TO DO SO, SHOULD CONSULT WITH HIS, HER OR ITS BANK, BROKER, TRUST OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER, TRUST OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK,

 

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BROKER, TRUST OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of BNCC Common Stock as a nominee for others may exercise his, her or its right of appraisal with respect to shares of BNCC Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of BNCC Common Stock as to which appraisal is sought. Where no number of shares of BNCC Common Stock is expressly mentioned, the demand will be presumed to cover all shares of BNCC Common Stock held in the name of the record owner. If a BNCC stockholder holds shares of BNCC Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

All written demands for appraisal pursuant to Section 262 of the DGCL should be mailed or delivered to:

BNCCORP, Inc.

Attention: Corporate Secretary

322 East Main Avenue

P.O. Box 4050

Bismarck, North Dakota, 58501

At any time within 60 days of the Effective Time, any holder of shares of BNCC Common Stock who has demanded appraisal but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration offered pursuant to the Merger Agreement by delivering to BNCC a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of OppFi and Merger Sub. No appraisal proceeding in the Court of Chancery will be dismissed without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just. If OppFi and Merger Sub do not approve a request to withdraw a demand for appraisal when that approval is required or if the Court of Chancery does not approve the dismissal of an appraisal proceeding, the BNCC stockholder will be entitled to receive only the appraised value of his, her or its shares of BNCC Common Stock determined in any such appraisal proceeding, which value may be more than, the same as, or less than the Merger Consideration.

Notice by OppFi and Merger Sub

If the Merger is completed, within 10 days after the Effective Time, OppFi and Merger Sub will notify each holder of shares of BNCC Common Stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL, and who has not voted in favor of the Merger Proposal, that the Merger has become effective and the Effective Time thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, OppFi and Merger Sub, a beneficial owner of shares as to which the record holder has duly demanded appraisal or any record holder of shares of BNCC Common Stock who has otherwise strictly complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served on OppFi and Merger Sub in the case of a petition filed by a BNCC stockholder, demanding a determination of the fair value of the shares of BNCC Common Stock held by all BNCC stockholders entitled to appraisal. OppFi and Merger Sub are under no obligation, and have no present intention, to file a petition, and holders should not assume that OppFi and Merger Sub will file a petition or initiate any negotiations with respect

 

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to the fair value of the shares of BNCC Common Stock. Accordingly, any holder of shares of BNCC Common Stock who desires to have its shares appraised should initiate all necessary action to perfect its appraisal rights in respect of its shares of BNCC Common Stock within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a holder of BNCC Common Stock to file such a petition within the period specified in Section 262 of the DGCL could nullify the holder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any record holder of shares of BNCC Common Stock who has strictly complied with Section 262 of the DGCL will be entitled, upon request given in writing, to receive from OppFi and Merger Sub a statement setting forth the aggregate number of shares not voted in favor of the adoption and approval of the Merger Proposal and with respect to which BNCC has received demands for appraisal, and the aggregate number of holders of such shares. OppFi and Merger Sub must give this statement to the requesting BNCC stockholder within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of BNCC Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from OppFi and Merger Sub the foregoing statements. As noted above, however, the demand for appraisal can only be made by a BNCC stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of BNCC Common Stock and a copy thereof is served upon OppFi and Merger Sub, OppFi and Merger Sub will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all BNCC stockholders who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the BNCC stockholders who have demanded appraisal and OppFi and Merger Sub, if such notice is ordered by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. The Court of Chancery may require the BNCC stockholders who demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Court of Chancery may dismiss that BNCC stockholder from the proceedings.

Determination of Fair Value

After determining the holders of BNCC Common Stock entitled to appraisal, the Court of Chancery will appraise the shares of BNCC Common Stock in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through the proceeding, the Court of Chancery will determine the “fair value” of the BNCC Common Stock as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Court of Chancery so determines, by OppFi and Merger Sub to the BNCC stockholders entitled to receive the same, upon surrender by those BNCC stockholders of the certificates representing their shares of BNCC Common Stock or, in the case of holders of uncertificated shares of BNCC Common Stock, forthwith. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the appraisal proceeding, OppFi and Merger Sub may pay to each BNCC stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in the preceding sentence only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of shares as determined by the Court of Chancery and (2) interest theretofore accrued, unless paid at that time.

In determining fair value, the Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in

 

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determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

A BNCC stockholder considering seeking appraisal should be aware that the fair value of its shares of BNCC Common Stock as so determined by the Court of Chancery could be more than, the same as, or less than the Merger Consideration he, she or it would receive pursuant to the Merger if he, she or it did not seek appraisal of its shares and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the Merger Consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. Although BNCC believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Court of Chancery, and BNCC stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. None of BNCC, OppFi and Merger Sub anticipate offering more than the Merger Consideration to any BNCC stockholder exercising appraisal rights, and each of BNCC, OppFi and Merger Sub reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of a share of BNCC Common Stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court of Chancery and taxed upon the parties as the Court of Chancery deems equitable under the circumstances. Each BNCC stockholder seeking appraisal is responsible for his, her or its attorneys’ fees and expert witness expenses, although, upon application of a BNCC stockholder, the Court of Chancery may also order that all or a portion of the expenses incurred by a BNCC stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to be appraised.

If any BNCC stockholder who demands appraisal of his, her or its shares of BNCC Common Stock under Section 262 of the DGCL fails to perfect, waives, loses or successfully withdraws, such holder’s right to appraisal, the BNCC stockholder’s shares of BNCC Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. The BNCC stockholder will fail to perfect, waive, effectively lose or withdraw the holder’s right to appraisal if, among other things, no petition for appraisal is filed within 120 days after the Effective Time or if the BNCC stockholder delivers to OppFi and Merger Sub a written withdrawal of the holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262 of the DGCL within 60 days of the Effective Time or thereafter with the written approval of OppFi and Merger Sub.

From and after the Effective Time, no BNCC stockholder who has demanded appraisal rights will be entitled to vote such shares of BNCC Common Stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of BNCC Common Stock, if any, payable to BNCC stockholders as a record date prior to the Effective Time. If no petition for an appraisal is filed, or if the BNCC stockholder delivers to OppFi and Merger Sub a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of OppFi and Merger Sub, then the right of such BNCC stockholder to an

 

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appraisal will cease. Once a petition for appraisal is filed with the Court of Chancery, however, the appraisal proceeding may not be dismissed as to any BNCC stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the Court of Chancery.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the failure to perfect, loss or waiver of a BNCC stockholder’s statutory appraisal rights. In view of the complexity of Section 262 of the DGCL, any BNCC stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, Section 262 will govern.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is being provided to aid stockholders in their analysis of the financial aspects of the Transaction and the Corporate Simplification. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X (“Article 11”) and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the Transaction and the Corporate Simplification as if they had occurred on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and year ended December 31, 2025 give effect to the Transaction and the Corporate Simplification as if they had occurred on January 1, 2025.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included in, or incorporated by reference into, this proxy statement/prospectus:

 

•

The historical audited consolidated financial statements of OppFi for the year ended December 31, 2025;

 

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The historical audited consolidated financial statements of BNCC for the year ended December 31, 2025;

 

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The historical unaudited consolidated financial statements of OppFi as of and for the period ended March 31, 2026; and

 

•

The historical unaudited consolidated financial statements of BNCC as of and for the period ended March 31, 2026.

The unaudited pro forma condensed combined financial information should also be read together with other financial data included elsewhere in, or incorporated by reference into, this proxy statement/prospectus.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Amounts presented reflect the accounting for the acquisition of BNCC by OppFi. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the combined company’s consolidated results of operations or consolidated financial position that would actually have occurred had the Transaction and the Corporate Simplification been consummated on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position for any future date or period.

The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required OppFi’s management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial information appearing below also does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Transaction.

 

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OppFi Inc. and Subsidiaries

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

 

(in thousands, except share data)		OppFi Historical, as Reclassified (Note 3)								Up-C Collapse (Note 3)								OppFi Pro Forma Up-C Collapse				BNCC Historical, as Reclassified (Note 3)						Transaction Accounting Adjustments (Note 7)						Pro Forma Combined
Assets
Cash and cash equivalents		$	63,865							$	—							$	63,865			$	179,736					$	—			(a)		$	243,601
Restricted cash			36,055								—								36,055				—						—						36,055
Debt securities available for sale			—								—								—				111,054						—						111,054
Federal Reserve Bank and Federal Home Loan Bank stock			—								—								—				2,466						—						2,466
Finance receivables at fair value			479,873								—								479,873				—						—						479,873
Loans held for investment, net of allowance for credit losses			—								—								—				725,987						(3,677	)		(b)			722,310
Premises, equipment and software, net			32,184								—								32,184				9,870						4,819			(c)			46,873
Deferred tax asset			31,492								73,053				(13	)			104,545				5,077			(4)			(5,080	)		(d)			104,542
Goodwill			—								—								—				—						1,554			(e)			1,554
Core deposit intangibles			—								—								—				—						23,366			(f)			23,366
Other assets			76,518				(1	)			—								76,518				28,660			(5)			—						105,178
Total assets		$	719,987							$	73,053							$	793,040			$	1,062,850					$	20,982					$	1,876,872
Liabilities and stockholders’ equity
Liabilities:
Deposits:
Noninterest bearing		$	—							$	—							$	—			$	174,630					$	—					$	174,630
Interest bearing			—								—								—				757,832						(445	)		(g)			757,387
Total deposits			—								—								—				932,462						(445	)					932,017
Trust Preferred			—								—								—				15,464						(2,787	)		(h)			12,677
Accounts payable and accrued expenses			41,610				(2	)			—								41,610				3,602			(6)			14,317			(i)			59,529
Senior debt			284,260								—								284,260				—						69,459			(a)			353,719
Tax receivable agreement liability			35,046								5,760				(14	)			40,806				—						—						40,806
Other liabilities			16,089				(3	)			—								16,089				2,730			(4), (7)			—						18,819
Total liabilities			377,005								5,760								382,765				954,258						80,544						1,417,567
Stockholders’ equity:
Common stock			3								6				(15	)			9				37						(36	)		(j), (k)			10
Class V voting stock			6								(6	)			(15	)			—				—						—						—
Additional paid-in capital			112,297								334,621				(16	)			446,918				27,246						36,100			(j), (k)			510,264
(Accumulated deficit) Retained earnings			(5,179	)							—								(5,179	)			89,602						(103,919	)		(k)			(19,496	)
Treasury stock, at cost			(31,473	)							—								(31,473	)			(2,753	)					2,753			(k)			(31,473	)
Accumulated other comprehensive loss			—								—								—				(5,540	)					5,540			(k)			—
Total stockholders’ equity			75,654								334,621								410,275				108,592						(59,562	)					459,305
Noncontrolling interest			267,328								(267,328	)			(15	)			—				—						—						—
Total stockholders’ equity			342,982								67,293								410,275				108,592						(59,562	)					459,305
Total liabilities and stockholders’ equity		$	719,987							$	73,053							$	793,040			$	1,062,850					$	20,982					$	1,876,872

See notes to the unaudited pro forma condensed combined financial statements.

 

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