Withdrew the application for bank regulation

Reiterate the guidelines for 2026

Chicago, November 3rd / PRNewswire / -- OppFi Inc. (New York Stock Exchange ticker: OPFI) ("OppFi" or "the Company") announced today that, to date, the Company has withdrawn the applications submitted to the Federal Reserve Board of Governors (FRB), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) in relation to the proposed acquisition of BNCCORP, Inc. (OTCQX: BNCC) and its wholly-owned subsidiary BNC National Bank (collectively referred to as "BNC").

OppFi indicates that prior to entering into the BNC transaction, the company proactively contacted federal regulatory authorities and diligently responded throughout the application process to the extensive information requests made by OCC, the Federal Reserve, and FDIC. However, given the inherent communication limitations in the application process, as well as the lack of clearly defined objective criteria by federal regulatory authorities when evaluating OppFi operations, OppFi believes that it did not have a meaningful opportunity to communicate with these authorities to address potential concerns. In the future, OppFi plans to engage in substantive communication with federal regulators based on practical, market-oriented, and consumer-focused standards, so that innovative community banks and fintech platforms can work together to meet the needs of tens of millions of Americans who are not adequately served by traditional banking services.

OppFi, Chief Executive Officer and Executive Chairman, Todd Schwartz stated: "We believe that our application has met the existing legal approval standards, but the criteria used by regulatory authorities to evaluate our application and those for the proposed merger with BNC have not been clearly articulated. We encourage federal regulators to clarify these standards as soon as possible, so that innovative community banks and fintech platforms can combine to better serve tens of millions of Americans whose needs are not being met by traditional banks."

OppFi and BNC are both mature enterprises that have remained profitable throughout the entire business cycle. We believe that the combination of OppFi's advanced online lending platform with BNC's national bank license and diversified banking infrastructure will create a stronger and more diversified banking institution, which will have sufficient capital and a wealth of resources to drive its business forward.

Schwartz continued, " OppFi is undergoing a strategic transformation of its business. We are building a more diversified and technology-enabled financial platform aimed at better serving customers throughout their entire financial journey. Regardless of whether we operate under a national bank license or not, we are full of confidence in the long-term profitability of OppFi and the opportunities to create significant long-term value."

2026 Annual Guidelines

OppFi reiterates its revised annual guidance for 2026 as follows:

• Total revenue ranges between $600 million and $610 million;
• The adjusted net profit is between $115 million and $120 million; and
• The adjusted earnings per share range from $1.34 to $1.40, based on a weighted average diluted number of shares of approximately 86 million.

(1) Non-GAAP financial indicators: The adjusted net profit and adjusted earnings per share are non-GAAP financial indicators. For detailed explanations of these non-GAAP financial indicators, please refer to the section "Non-GAAP Financial Indicators" below. Since it is not possible for the company to reasonably determine the non-GAAP adjustment amounts or periods used in calculating these indicators without making unreasonable efforts, this press release does not provide a reconciliation table for the full year 2026's adjusted net profit and adjusted earnings per share with the most directly comparable GAAP financial indicators.

About OppFi

OppFi (New York Stock Exchange ticker: OPFI) is a technology-enabled digital finance platform that collaborates with banks to provide financial products and services to ordinary Americans. Through this transparent and responsible platform, the company emphasizes financial inclusivity and an excellent customer experience, helping consumers who are underserved by traditional financing channels to improve their financial health. Based on over 5,800 reviews on Trustpilot, OppLoans by OppFi has a rating of 4.4/5.0, placing the company among the top-rated financial platforms online. OppFi also holds a 35% stake in Bitty Holdings and LLC (“Bitty”), the latter being a credit access company that provides revenue-based financing and other working capital solutions for small businesses. For more information, please visit oppfi.com.

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Warning Regarding Forward-Looking Statements

This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, Section 27A of the Revised Securities Act of 1933, and Section 21E of the Revised Securities Exchange Act of 1934. These forward-looking statements reflect the current expectations or projections of OppFi’s management regarding the company’s business, financial condition, and prospects as of the date of this press release, as well as their current views and assumptions regarding the proposed BNC acquisition and interactions with regulatory authorities; they do not guarantee future performance. The actual results of OppFi may differ from these expectations, estimates, and projections, and therefore such forward-looking statements should not be regarded as predictions of future events. Words and phrases such as “expects,” “estimates,” “projects,” “budgets,” “outlooks,” “opportunities,” “anticipates,” “intends,” “plans,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continues,” “positions,” and similar expressions may identify forward-looking statements, but the absence of such words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to: OppFi’s ability to execute strategic transformation, launch and develop new products, and achieve future growth and financial performance; the future performance of its platform and underwriting models, recently launched credit products, and migration to the LOLA platform; the intention to continue to interact with federal banking regulators after withdrawing applications related to the proposed acquisition of BNCC; whether revised structures or other methods may enable OppFi to obtain the regulatory approvals required to complete the proposed acquisition; if the transaction is completed, the potential timing, completion, strategic rationale, and expected benefits of the proposed acquisition; and OppFi’s expectations for long-term profitability and shareholder value creation.The company's statements regarding future matters rely on currently available information and assumptions about the likelihood and timing of future events. These forward-looking statements involve significant risks and uncertainties, which could lead to substantial differences between actual results and expected outcomes. Most of these factors are beyond the control of OppFi and are difficult to predict.Factors that may lead to differences include, but are not limited to: the impact of the overall economic situation, including economic slowdown, inflation, changes in interest rates, recession, the effects of tariffs, and the tightening of credit markets on the business of OppFi; the impact of unfavorable macroeconomic and market conditions; the impact of stimulus measures or other government projects; risks related to the proposed acquisition of BNCC, including the previous applications submitted to OCC, the Federal Reserve, and FDIC having been withdrawn; even if all parties proceed with a modified transaction structure or submit new applications, there is a risk that OppFi may not be able to obtain the required regulatory approval under acceptable conditions, or may not be able to obtain approval at all; uncertainties regarding the timing or outcome of future interactions with regulatory authorities; the risk that the proposed acquisition may be delayed, restructured, or not completed; failure to meet remaining conditions for closure; events or circumstances that may lead to the termination of the merger and acquisition agreement, including any resulting costs or termination fees; the potential impact of the proposed acquisition or its termination on the governance, business, and financial performance of OppFi; integration or implementation challenges; as well as negative reactions from customers or shareholders; whether OppFi will be able to obtain declarative relief from the Commissioner of Financial Protection and Innovation of California; whether OppFi will be subject to the constraints of AB 539; whether OppFi's banking partners will continue to lend in California, and whether OppFi's sources of financing will continue to provide funding for the purchase of lending rights issued by its banking partners in California; the ability to expand and develop the business of Bitty; events involving financial institutions or the entire financial services industry (such as actual concerns or incidents regarding liquidity, default, or non-performance) that may have an impact on the business of OppFi; risks related to significant deficiencies in financial reporting internal controls; and the ability to achieve profitable growth and manage growth while retaining key employees;Risks related to new products; risks associated with the assessment and potential completion of acquisitions; concentration risks; risks related to OppFi complying with various contractual obligations in its corporate and warehousing credit arrangements; risks related to potential litigation; changes in applicable laws or regulations, including but not limited to the impact of One Big Beautiful Bill Act; as well as the possibility that OppFi may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties disclosed in the documents submitted to the U.S. Securities and Exchange Commission, including its 10-K annual reports, 10-Q quarterly reports, and 8-K filings, particularly the section titled "Risk Factors." OppFi reminds that the aforementioned list of factors is not exhaustive, and readers should not rely excessively on any forward-looking statements, as these statements are only valid as of the date they are made. OppFi assumes no obligation and does not accept any obligation to update or revise any forward-looking statements to reflect any changes in expected or relevant events, conditions, or circumstances.

Non-GAAP Financial Indicators

This press release contains certain non-GAAP (Generally Accepted Accounting Principles) financial indicators, such as adjusted net profit and adjusted earnings per share, which have not been audited and do not comply with U.S. Generally Accepted Accounting Principles. Adjusted net profit is defined as net profit after the following adjustments: (1) income tax expense; (2) changes in the fair value of warrant liabilities; (3) other net adjustments; and (4) other income. After that, it is further reduced by applicable taxes calculated at the tax rates for each reporting period, which reflect the U.S. federal statutory tax rate of 21% and the combined statutory tax rates for state income taxes, in order to enable comparison with other publicly traded companies. Adjusted earnings per share are defined as the adjusted net profit mentioned above divided by the weighted average diluted number of outstanding shares, which represents the number of outstanding shares of both classes of common stock and includes the impact of dilutive securities such as restricted stock units, performance stock units, and stock options. These non-GAAP financial indicators are not prepared in accordance with U.S. Generally Accepted Accounting Principles and may differ from the non-GAAP financial indicators used by other companies. OppFi believes that the use of these non-GAAP financial indicators can provide investors with additional tools for assessing ongoing results and trends. These non-GAAP indicators, which have comparable names, should not be viewed in isolation nor should they replace the financial indicators determined in accordance with GAAP. For a reconciliation of OppFi historical non-GAAP financial indicators with the most directly comparable GAAP financial indicators, please refer to the “Non-GAAP Financial Indicator Reconciliation” section in the financial report press release issued by OppFi on October 28, 2026.This press release does not provide a reconciliation table of the adjusted net profit for the full year of 2026 and the adjusted earnings per share compared to the most directly comparable GAAP financial indicators, as it is not possible for the company to reasonably determine the non-GAAP adjustment amounts or timing used in calculating these indicators without making unreasonable efforts.