OppFi Inc. (OPFI) · Nov 3, 2026 · Acquisition
Regulatory applications withdrawn — OCC, Federal Reserve and FDIC applications withdrawn
OppFi’s acquisition update withdraws federal bank applications for BNC while reaffirming 2026 guidance, leaving its standalone lending transformation intact.
OppFi is trying to evolve from a bank-partner-dependent digital lender into a more diversified financial platform, with the proposed BNC deal intended to add a national bank charter, deposit funding and broader banking infrastructure. The transaction had been approved by BNCCORP shareholders and was expected to close in the fourth quarter of 2026, but remained dependent on regulatory approvals.
The BNC path has materially stalled. OppFi withdrew its applications to the OCC, Federal Reserve and FDIC rather than continuing a review process it says lacked clear standards. The filing does not terminate the merger, and management leaves open renewed engagement or a revised structure, but the original route to becoming a bank holding company is no longer moving toward the previously expected closing window.
That removes the near-term strategic catalyst behind the deal. OppFi had presented BNC as a way to secure lower-cost deposit funding, diversify products and accelerate geographic expansion, with substantial future synergies tied to the combination. Those benefits are now contingent on regulators eventually articulating standards and accepting a new application or structure, so the transaction’s timing and completion are substantially less certain than before.
The standalone operating plan is not being cut. OppFi reaffirmed its revised 2026 targets of $600 million-$610 million in revenue, $115 million-$120 million in adjusted net income and $1.34-$1.40 in adjusted EPS. That limits the immediate damage to the existing lending business, but it is not an upside surprise: guidance was already revised before this filing and is being maintained, not raised.
| Metric | FY2026 guidance |
|---|---|
| Total revenue (Full Year 2026 Guidance) | $600M-$610M |
| Adjusted net income (Full Year 2026 Guidance) | $115M-$120M |
| Adjusted EPS (Full Year 2026 Guidance) | $1.34-$1.40 |
| Diluted shares (Full Year 2026 Guidance) | ~86M |
The read-through is negative, but not thesis-breaking. The filing weakens the bank-charter and funding-diversification leg of OppFi’s transformation, while preserving management’s near-term earnings outlook and leaving a possible regulatory workaround alive.
Bottom line: OppFi has lost momentum on the BNC acquisition at the exact point it needed regulatory clearance, but its standalone 2026 plan remains unchanged. The event is a meaningful setback to the strategic transformation, not a reversal of the current operating outlook.
Renewed regulator engagement or a revised BNC transaction structure
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