OppFi Provides Update on Pending BNC Acquisition

Withdraws Bank Regulatory Applications

Reaffirms 2026 Guidance

OppFi Inc., a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans, announced that, at this time, it has withdrawn its applications to the Office of the Comptroller of the Currency (“OCC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the Federal Deposit Insurance Corporation (“FDIC”) related to the proposed acquisition of BNCCORP, Inc. and its wholly owned subsidiary, BNC National Bank (collectively “BNC”).

OppFi proactively engaged with federal regulators before entering into the BNC transaction and has diligently responded to extensive information requests from the OCC, Federal Reserve and FDIC throughout the application process. However, given the communication restrictions inherent in the application process and the lack of articulated objective standards against which federal regulators are evaluating OppFi’s business, OppFi has not had a meaningful opportunity to engage with federal regulators to address potential concerns. Going forward, OppFi intends to substantively engage with federal regulators regarding the creation of practical market- and consumer-based standards that will allow innovative community banks and financial technology platforms to combine in order to meet the needs of tens of millions of underbanked Americans.

“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,” said Todd Schwartz, CEO and Executive Chairman of OppFi. “We encourage federal regulators to expeditiously articulate clear standards that will allow innovative community banks and financial technology platforms to combine to better serve the tens of millions of Americans whose needs are not being met by traditional banks.”

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“OppFi and BNC are both established businesses that have remained profitable throughout business cycles, and we believe the combination of OppFi’s sophisticated online lending platform with BNC’s national bank charter and diversified banking infrastructure would create a stronger, more diversified banking organization that would be well capitalized with significant resources to pursue its business.”

Schwartz continued, “OppFi is executing on the strategic transformation of our business as we build a more diversified, technology-enabled financial platform designed to better serve customers across their financial journeys. We are confident in the long-term earning power of OppFi and our opportunity to create substantial long-term value, regardless of whether we do so under a national banking charter.”

Full Year 2026 Guidance

OppFi is reaffirming its revised full year 2026 guidance as follows:

• Total revenue between $600 million and $610 million;
• Adjusted net income¹ between $115 million and $120 million; and
• Adjusted EPS¹ between $1.34 and $1.40, based on an approximate weighted average diluted share count of 86 million shares.

⁽¹⁾ Non-GAAP Financial Measures: Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for a detailed description of such non-GAAP financial measures. A reconciliation of projected full year 2026 Adjusted Net Income and Adjusted EPS to the most directly comparable GAAP financial measures is not included in this press release because, without unreasonable efforts, the Company is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these measures.