OppFi Inc-A美股招股说明书(2026-08-06版)

Dear Stockholder of BNCCORP, Inc.: On April28, 2026, OppFi Inc., a Delaware corporation (“OppFi”), entered into an Agreement and Plan of Merger (as it may beamended from time to time, the “Merger Agreement”) with BNCCORP, Inc., a Delaware corporation (“BNCC”), and BirchMerger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of OppFi (“Merger Sub”). Pursuant to theMerger Agreement, BNCC will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary ofOppFi (the “Merger”). Immediately following the Merger, an interim bank and wholly owned subsidiary of OppFi to be formedfollowing the date hereof will merge with and into BNC National Bank, a wholly owned subsidiary of BNCC (“BNC”), withBNC (to be renamed OppFi Bank, N.A.) surviving as a wholly owned subsidiary of OppFi (the “Bank Merger” and togetherwith the Merger, the “Transaction”). Following the closing of the Transaction, OppFi intends to contribute substantially all of itsassets, liabilities and operations into BNC. If the Merger is completed, you will be entitled to receive, for each share of BNCC common stock, par value $0.01 per share(“BNCC Common Stock”), owned by you, in each case without interest, (i) $19.375 in cash and (ii)a number of shares ofClassA common stock of OppFi, par value $0.0001 (“OppFi ClassA Common Stock”), equal to an exchange ratio of 1.90shares of OppFi ClassA Common Stock for each share of BNCC Common Stock (collectively, the “Merger Consideration”).Based on the number of shares of BNCC Common Stock and OppFi ClassA Common Stock outstanding on August5, 2026, weexpect that OppFi will issue approximately 6,811,491 shares of OppFi ClassA Common Stock in connection with the Merger,and that holders of shares of BNCC Common Stock immediately prior to the closing of the Merger will hold, in the aggregate,approximately 7.4% of the issued and outstanding shares of OppFi ClassA Common Stock immediately following the closing ofthe Merger (without adjusting to account for any shares of OppFi ClassA Common Stock held by BNCC stockholders prior tothe Merger). Based on the closing stock price of OppFi ClassA Common Stock on The New York Stock Exchange (the “NYSE”) on April28,2026, the last full trading day before the date of the public announcement of the Transaction, of $9.01, the value of the MergerConsideration would have been approximately $36.49 per share of BNCC Common Stock. Based on the closing stock price ofOppFi ClassA Common Stock on the NYSE on August4, 2026, the latest practicable date before the date of the accompanyingproxy statement/prospectus, of $9.81, the value of the Merger Consideration would have been $38.01 per share of BNCCCommon Stock. The market prices of both OppFi ClassA Common Stock and BNCC Common Stock will fluctuate before the completion of theMerger. You should obtain current stock price quotations for OppFi ClassA Common Stock and BNCC Common Stock beforeyou vote. OppFi ClassA Common Stock is quoted on the NYSE under the symbol “OPFI.” BNCC Common Stock is quoted onthe OTCQX under the symbol “BNCC.” The Merger cannot be completed unless the Merger Agreement is adopted by the affirmative vote of at least a majority of theoutstanding shares of BNCC Common Stock entitled to vote thereon. The special meeting of BNCC stockholders to adopt the Merger Agreement (the “Special Meeting”) will be held virtually via theInternet on September17, 2026 at 8:30 a.m. Central Time. BNCC stockholders of record as of the close of business on August5, 2026, the record date for the Special Meeting, are entitledto notice of, and to vote at, the Special Meeting. Your vote is very important, regardless of the number of shares of BNCC Common Stock you own. To ensure yourrepresentation at the Special Meeting, please take time to vote byfollowing the instructions contained in theaccompanying proxy statement/prospectus and on your proxy card.Please vote promptly whether or not you expect toattend the Special Meeting. Submitting a proxy now will not prevent you from being able to vote at the Special Meeting via theInternet. Table of Contents BNCC’s board of directors (the “BNCC Board”) unanimously recommends that BNCC stockholders vote“FOR”the proposal to adopt theMerger Agreement and“FOR”the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there areinsufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement.Inconsidering the recommendation of the BNCC Board, you should be aware that certain directors and executive officers of BNCC have interests in theTransaction that are different from, or in addition to, the interests of BNCC stockholders generally. See the section entitled “The Transaction—Interestsof BNCC’s Directors and Executive Officers” of the accompanying proxy statement/prospectus. The accompanying proxy statement/prospectus describes the Special Meet