OppFi Inc. filed a Form 8-K on November 3, 2026, disclosing that it has withdrawn its regulatory applications related to the proposed acquisition of BNCCORP, Inc. and BNC National Bank, while confirming the Merger Agreement remains in effect.

Key Highlights

  • Applications withdrawn: OppFi withdrew its applications to the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation related to the proposed BNCCORP acquisition.
  • Merger Agreement intact: According to the filing, "the Merger Agreement has not been terminated and remains in effect" as of November 3, 2026.
  • Original merger deal dated April 28, 2026: OppFi entered into the Agreement and Plan of Merger with BNCCORP, Inc. and Birch Merger Sub, LLC on April 28, 2026.
  • Target entities: The proposed acquisition covers BNCCORP, Inc. and its wholly owned subsidiary, BNC National Bank.
  • Merger vehicle: Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi, was named as a party to the Merger Agreement.
  • Signed by CFO: The filing was signed by Pamela D. Johnson, Chief Financial Officer of OppFi Inc.

OppFi Pulls Regulatory Filings as BNCCORP Merger Agreement Holds

OppFi Inc. (NYSE:OPFI), headquartered in Chicago, Illinois, disclosed on November 3, 2026, that it has withdrawn its applications to three federal banking regulators in connection with its planned acquisition of BNCCORP, Inc. and BNC National Bank. The applications had been pending with the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation, according to the filing.

The company reported the withdrawal under Item 7.01 (Regulation FD Disclosure) and Item 8.01 (Other Events) of the Form 8-K. OppFi noted that it had previously entered into an Agreement and Plan of Merger, dated April 28, 2026, with BNCCORP, Inc. and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi. The filing states that the Merger Agreement "has not been terminated and remains in effect" as of the date of the report.

A press release dated November 3, 2026, announcing the withdrawal was furnished as Exhibit 99.1 to the filing. The filing notes that the information disclosed under Item 7.01 and in Exhibit 99.1 "shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." The 8-K was signed by Chief Financial Officer Pamela D. Johnson on behalf of OppFi Inc.

What Was Disclosed

OppFi disclosed the withdrawal of its applications to three federal banking regulators for the proposed BNCCORP and BNC National Bank acquisition, while confirming that the underlying Merger Agreement, originally dated April 28, 2026, remains in effect and has not been terminated.