OppFi Inc. filed an 8-K press release on November 3, 2026, announcing the withdrawal of its regulatory applications to the OCC, Federal Reserve, and FDIC related to the proposed acquisition of BNCCORP, Inc., while reaffirming its full year 2026 financial guidance.

Key Highlights

  • Applications withdrawn: OppFi withdrew its applications to the OCC, the Federal Reserve, and the FDIC related to the proposed acquisition of BNCCORP, Inc. (OTCQX: BNCC) and its subsidiary, BNC National Bank.
  • Stated reason: According to the filing, OppFi cited "a lack of articulated objective standards against which federal regulators are evaluating OppFi's business" and said it had not had "a meaningful opportunity to engage with federal regulators to address potential concerns."
  • 2026 revenue guidance reaffirmed: Total revenue is guided between $600 million and $610 million.
  • Adjusted net income guidance: Between $115 million and $120 million (non-GAAP).
  • Adjusted EPS guidance: Between $1.34 and $1.40, based on an approximate weighted average diluted share count of 86 million shares (non-GAAP).
  • Future engagement planned: OppFi stated it "intends to substantively engage with federal regulators regarding the creation of practical market- and consumer-based standards" going forward.

OppFi Cites Regulatory Standards Gap in BNC Deal Withdrawal

OppFi Inc. (NYSE:OPFI) announced on November 3, 2026, that it has withdrawn its bank regulatory applications filed with the OCC, the Board of Governors of the Federal Reserve System, and the FDIC. Those applications were connected to the company's proposed acquisition of BNCCORP, Inc. (OTCQX: BNCC) and its wholly owned subsidiary, BNC National Bank. According to the filing, OppFi had "proactively engaged with federal regulators before entering into the BNC transaction and has diligently responded to extensive information requests" throughout the process.

The company stated that the withdrawal stemmed from what it characterized as "communication restrictions inherent in the application process" and the absence of clearly articulated standards for evaluating its business model. CEO and Executive Chairman Todd Schwartz said in the filing: "We believe that our applications satisfied the existing statutory criteria for approval, but there is a lack of clearly articulated standards by which those criteria are being used to evaluate our applications and the proposed combination with BNC." Schwartz also stated that OppFi "is executing on the strategic transformation of our business" and expressed confidence in the company's "long-term earning power... regardless of whether we do so under a national banking charter."

Alongside the acquisition update, OppFi reaffirmed its revised full year 2026 guidance, projecting total revenue between $600 million and $610 million, adjusted net income between $115 million and $120 million, and adjusted EPS between $1.34 and $1.40 based on an approximate weighted average diluted share count of 86 million shares. The company noted that adjusted net income and adjusted EPS are non-GAAP financial measures and that a reconciliation to the most directly comparable GAAP measures was not included because the company said it is "unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments." The filing also contains forward-looking statements, which are the company's own and subject to its cautionary language regarding risks and uncertainties.

What Was Disclosed

OppFi disclosed the withdrawal of its OCC, Federal Reserve, and FDIC regulatory applications for the proposed BNCCORP acquisition, citing a lack of clear regulatory standards, and simultaneously reaffirmed its full year 2026 non-GAAP financial guidance ranges.