OppFi (OPFI) Acquisition presentation summary

Transaction overview

• Announced acquisition of BNCCORP for approximately $130 million, with consideration split 53% cash and 47% OppFi Class A common stock.

• BNCCORP stockholders receive $19.375 per share in cash and 1.90 OppFi shares per BNCC share.

• OppFi stockholders will own about 93% and BNCCORP stockholders about 7% of the combined company.

• Transaction unanimously approved by both boards, pending regulatory and BNCCORP stockholder approvals, with closing anticipated in Q4 2026.

• OppFi will become a bank holding company, integrating its operations into BNC, to be renamed OppFi Bank, N.A.

Strategic rationale and benefits

• Combination aims to increase credit access, enable geographic expansion, and diversify product offerings.

• Expected to reduce regulatory ambiguity, lower funding costs, and strengthen the balance sheet.

• National bank charter will simplify compliance and allow for nationwide product distribution.

• Enhanced ability to cross-sell products and leverage BNC's industry relationships.

• Transaction mitigates reliance on third-party lending partners, providing regulatory clarity and revenue resiliency.

Financial highlights and projections

• BNCCORP reported $1.1 billion in assets, $978 million in deposits, and $10 million net income for 2025.

• Transaction expected to be over 25% accretive to Adjusted EPS in the first year post-closing, and over 50% by year three.

• Anticipated synergies of $60 million+ in year one, $90 million+ in year two, and $115 million+ in year three post-closing.

• Pro forma combined assets will exceed $2 billion, with strong capital ratios and low-cost funding under 2%.

• Targeted net interest income margins above 90% and net income margins above 25% beyond 2026.