OppFi draws $75M on $100M term loan; BNCC stockholders approve merger

OppFi Inc. said that on September 15, 2026 its Opportunity Funding SPE Residual, LLC subsidiary borrowed $75.0 million under a $100.0 million senior secured multi-draw term loan at 12.50% (13.50% after the pending BNCC bank acquisition), and that on September 17, 2026 BNCC stockholders adopted the April 28, 2026 merger agreement.

OppFi Inc. funded a $75.0 million initial draw under a new $100.0 million senior secured multi-draw term loan on September 15, 2026, and reported that BNCCORP stockholders approved its pending bank acquisition two days later.

Initial term-loan draw

On September 15, 2026 (the "Initial Credit Date"), Opportunity Funding SPE Residual, LLC, a Delaware limited liability company (the "Borrower") and direct wholly owned subsidiary of Opportunity Financial, LLC ("OppFi-LLC") and subsidiary of OppFi Inc. (NYSE:OPFI), borrowed $75.0 million in aggregate principal amount (the "Initial Borrowing") under the Senior Secured Multi-Draw Term Loan Agreement dated as of August 10, 2026 (the "Closing Date") among the Borrower, OppFi-LLC as guarantor, UMB Bank, N.A. as administrative agent and collateral agent, Sertoma Park LLC as a lender, and the lenders party thereto (the "Agreement").

The Agreement provides for maximum borrowings of $100.0 million at a fixed interest rate equal to 12.50% per annum prior to the consummation of OppFi Inc.'s pending acquisition of BNCCORP, Inc. ("BNCC") and its subsidiary BNC National Bank (the "Bank Acquisition") and 13.50% per annum thereafter, with each funded loan subject to a 1.25% original issue discount retained by the lenders at the time of each draw. The Agreement has a maturity date of the four-year anniversary of the Initial Credit Date, which the Borrower may request be extended for additional one-year periods at the lenders' discretion, and the loans are subject to semi-annual amortization payments of 10% of the aggregate principal amount of loans funded by the lenders.

Following the Initial Borrowing, $25.0 million remains available to be drawn through February 10, 2027, with each subsequent draw required to be in a minimum principal amount equal to the lesser of $5.0 million or the remaining undrawn commitment. Once repaid, loans may not be reborrowed.

In connection with the Agreement, OppFi-LLC entered into a guaranty in favor of the administrative agent and collateral agent, and OppFi-LLC and the Borrower each granted a security interest in all of their assets, which, for the Borrower, consist primarily of its equity interests in two Company special purpose vehicles that hold consumer loan receivables. The value of such equity interests represents the residual cash flows from those vehicles after payment of their respective senior secured obligations. The Agreement is subject to a borrowing base and various financial covenants, including, prior to the Bank Acquisition, minimum tangible net worth, liquidity and maximum consolidated debt to tangible net worth and, subsequent to the Bank Acquisition, capital and leverage ratios.

Outstanding obligations under the Agreement may be voluntarily prepaid in whole or in part at any time, subject to payment of additional interest to the extent aggregate prepayments during any twelve-month period until the third anniversary of the Closing Date exceed a specified threshold. In addition, the Borrower is subject to certain mandatory prepayment requirements in the event borrowings under the Agreement exceed the borrowing base. The Agreement contains customary events of default for agreements of this nature, including failure to make payments when due, cross-default, breach of the Agreement, misrepresentation and bankruptcy.

Immediately prior to, but conditioned upon, the closing of the Bank Acquisition and subject to the receipt by the lenders of customary closing deliverables and the satisfaction of limited conditions, the Borrower's obligations under the Agreement will be automatically assumed by a new special purpose vehicle borrower owned by OppFi-LLC pursuant to a Senior Secured Multi-Draw Term Loan Agreement attached as an appendix to the Agreement, and OppFi-LLC's guaranty and the all-assets lien granted by OppFi-LLC will each be released.

The Company intends to use the proceeds of the Initial Borrowing to support its ongoing growth in finance receivables and for working capital and general corporate purposes. The Form 8-K states that the foregoing description is qualified in its entirety by the full text of the Agreement, which will be filed as an exhibit to OppFi's quarterly report on Form 10-Q for the quarterly period ending September 30, 2026.

BNCC stockholder approval

As previously reported, OppFi entered into an Agreement and Plan of Merger dated as of April 28, 2026 (as it may be amended from time to time, the "Merger Agreement") with BNCC and Birch Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi, pursuant to which OppFi would acquire BNCC and BNC National Bank. On September 17, 2026, BNCC held a special meeting of stockholders at which its stockholders adopted the Merger Agreement and approved the consummation of the transactions contemplated thereby. Completion of the transaction remains subject to the satisfaction or waiver of the remaining customary closing conditions, including regulatory approvals.

OppFi reported the Initial Borrowing and the BNCC stockholder vote in Form 8-K AccNo 0001818502-26-000080 under Items 2.03, 8.01, and 9.01. The earliest event date is September 15, 2026; the filing is dated September 21, 2026.