opfi-20260915

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): September 15, 2026

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-39550	85-1648122
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 E. Randolph Street, Suite 3400

Chicago, Illinois 60601

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 212-8079

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per share	OPFI	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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, a Delaware limited liability company (“OppFi-LLC”) and subsidiary of OppFi Inc., a Delaware corporation (“OppFi” or the “Company”), 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”), by and 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. The Initial Borrowing occurred following the satisfaction of the applicable closing conditions and the lenders’ receipt of the required closing deliverables. 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, but not limited to, failure to make payments under the Agreement 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 that is 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 foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarterly period ending September 30, 2026.

Item 8.01 Other Events.

As previously reported, the Company 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, a wholly owned subsidiary of BNCC.

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. For more information on the transaction, including the closing conditions and the risks associated therewith, please see the proxy statement/prospectus relating to the transaction filed by the Company with the U.S. Securities and Exchange Commission, which is available on the Investor Relations section of the Company’s website.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Description
104						Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 21, 2026	OppFi Inc.

	By:	/s/ Pamela D. Johnson
		Pamela D. Johnson
		Chief Financial Officer