BNCCORP Stockholders Approve Merger with OppFi, Inc.

BISMARCK, N.D., Sept. 17, 2026 /PRNewswire/ -- BNCCORP, INC. (OTCQX Markets: BNCC) ("BNCC") and its wholly owned subsidiary, BNC National Bank ("BNC") announced today that its stockholders have approved the previously announced sale to OppFi ("OppFi"), a tech-enabled digital finance platform, in a cash and stock transaction. Under the terms of the agreement, BNCC stockholders will receive $19.375 per share in cash and 1.9 shares of OppFi Class A common stock for each BNCC share.

BNCC stockholders approved the transaction on September 17, 2026. Completion remains subject to the satisfaction of customary closing conditions, including regulatory approvals.

The transaction brings together two complementary, market-leading businesses, combining OppFi's sophisticated online lending platform with BNC's national bank charter and diversified banking infrastructure to create stronger, more diversified, more scalable financial services.

"This stockholder vote is a significant development in the process of completing this transformative agreement with OppFi." said BNCC Chairman, Michael Vekich. Mr. Vekich continued, "The BNCC Board of Directors in alignment with the management team is committed to a strategy which protects and enhances BNCC as an organization for the betterment of stockholders, employees, customers and the communities we serve."

The final vote total will be reported by BNCC in its quarterly report for the fiscal quarter ended September 30, 2026, which will be posted to the BNCC website.

About BNC

BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona and operating as a subsidiary of BNCCORP, Inc., providing a broad range of financial services to individuals and small-to-medium-sized businesses across markets such as North Dakota and Arizona. Founded in 1987, the bank emphasizes relationship-driven banking, offering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business financing and SBA lending. Its model is centered on customer service, positioning the bank as a stable, regionally focused institution that supports economic activity in its communities while complementing traditional banking with modern online and mobile capabilities.

About OppFi

OppFi (NYSE: OPFI) is a tech-enabled digital finance platform that partners with banks to offer financial products and services to everyday Americans. Through this transparent and responsible platform, which emphasizes financial inclusion and exceptional customer experience, the Company assists consumers who are underserved by traditional financing options in building improved financial health. OppLoans by OppFi maintains a 4.4/5.0-star rating on Trustpilot based on over 5,400 reviews, positioning the Company among the top consumer-rated financial platforms online. OppFi also holds a 35% equity interest in Bitty Holdings, LLC ("Bitty"), a credit access company that provides revenue-based financing and other working capital solutions to small businesses. For additional information, please visit oppfi.com.

Contact:

Bob McNaney (On Behalf of BNCC)
651 249 7718, [email protected]

Forward-Looking Statements This news release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance, and business of BNCCORP. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management are generally identifiable by the use of words such as "expect", "believe", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should", or other expressions. We caution readers that these forward-looking statements, including, without limitation, our future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to several important factors. These factors include, but are not limited to: risks of loans and investments, including dependence on local and regional economic conditions; competition for our customers from other providers of financial services; possible adverse effects of changes in interest rates, including the effects of such changes on derivative contracts and associated accounting consequences; risks associated with our acquisition and growth strategies; and other risks which are difficult to predict and many of which are beyond our control.

These forward-looking statements include, without limitation, statements regarding OppFi's proposed acquisition of, including the anticipated timing, structure, benefits, and strategic rationale of such transactions; OppFi's expectations with respect to the geographic expansion and product diversification that may come from the acquisition; OppFi's expectations with respect to its full year 2026 guidance, the future performance of OppFi's platform and underwriting models, and expectations for OppFi's growth and future financial performance. These forward-looking statements are based on BNCC's current expectations and assumptions about future events, including expectations of OppFi management that have been shared with BNCC management, and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside BNCC's control and are difficult to predict. Factors that may cause such differences include, but are not limited to, risks related to the proposed acquisition of BNCC by OppFi, including the risk that the transaction may not be completed in a timely manner or at all; the failure to satisfy closing conditions or obtain required regulatory approvals: the impact of the transactions on OppFi's governance structure; integration or execution challenges, adverse reactions from customers or stockholders, the impact of general economic conditions, including economic slowdowns, inflation, interest rate changes, recessions, the impact of tariffs, and tightening of credit markets on OppFi's business; changes in the market price of OppFi's Class A Common Stock; the impact of challenging macroeconomic and marketplace conditions; the impact of stimulus or other government programs; risks related to potential litigation in relation to the proposed sale to OppFi or the operation of the BNCC business generally; and other risks and uncertainties indicated from time to time in BNCC's disclosures with the OTCQX. BNCC cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. BNCC does not undertake or accept any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

FOR FURTHER INFORMATION:
WEBSITE: www.bnccorp.com

SOURCE BNCCORP