5 of 8 directors will be 80 years old or over within the year
Restore the Shine
to
Medallion Financial
Medallion Financial's valuation is being held back by its leadership team.
The SEC fraud lawsuit and judgment have caused tremendous damage.
We have tried to help Medallion improve - they have ignored us.
There is only one solution — to sell Medallion Bank.
Dear Fellow Stockholder,
Restore the Shine is an activist effort to increase the value of MFIN. At peak investment (June 2026), ZimCal and its affiliates had $11.85 million cash invested in preferred securities and common stock (58% preferred/42% common), with an estimated market value of $16.3 million to $17.8 million. ZimCal was (and still is) one of Medallion’s largest investors. We are here because we want our investment to increase in value. Medallion, as-is, can’t deliver. Change is absolutely necessary. Now. Technology and competition are transforming consumer lending in real time.
MFIN’s current board just isn’t built for this moment. 5 of 8 directors will soon be over 80, including 2 over 85, and 3 of 8 are family members. In May 2025, a federal court permanently enjoined MFIN and its then-President and Director — now CEO — Andrew Murstein, for securities fraud violations, concluding a multi-year federal lawsuit brought by the SEC. 5 months later, the board promoted him to CEO and he received a $4.6 million bonus for the year. The board has paid Mr. Murstein $17.2 million and MFIN’s top 5 executives (including Mr. Murstein) $28.1 million over the last 3 years despite the stock price declining 10% (FYE22 to May 1, 2026), worsening credit quality, and earnings being inflated by non-recurring items and a discontinued business.
Medallion has highlighted the 3.3 million in shares it has bought back since 2022 but fails to mention that it has given 1.58 million shares to insiders in that same period through stock-based compensation - effectively handing greater control from outside investors to insiders.
Change will be very disruptive and quick - and companies that don’t adapt will struggle or die. The consumer outlook is getting cloudier. Sub-par operations for a lender are not an option.
We will show you how MFIN has underperformed. Why its valuation multiples are so low. How its leadership team is getting overpaid at the expense of stockholders. After trying and failing to proactively work with Medallion to unlock value over the last 3 years we see only one way forward. Medallion must sell Medallion Bank. The Bank is a hidden gem that’s being bled dry to cover excessive and wasteful overhead. An acquirer would identify the cost controls and value the Bank well above its current book value. As we will show, we believe this is the only path to maximizing returns to investors.
Sincerely,
ZimCal Asset Management
Medallion has underperformed
0
x
Price/Tangible Book
Avg. 0.93x over the last 4 quarters, well below 1.20x for similar-sized bank lenders
0 , 0 , 0
MFIN stock returns
−17% YTD, −2% in 1 year, −52% down from the post-GFC peak (4Q13)
0 %
Recreation Charge-offs
Annual charge-offs in 2025. Highest since 2010. Recreation is 63% of all loans
0 %
Non-Performing Commercial Loans
Contributed to a $73.5 million SBA loan default
0 %
Est. earnings decline
S&P consensus analyst estimates for 2026 versus 2025 actual earnings
$ 0 million
1Q26 profit
MFIN’s lowest quarterly profit in over 5 years
… MFIN and its CEO are under permanent federal injunctions
… MFIN and its CEO were the subject of a multi-year SEC fraud lawsuit
… and MFIN stock has badly lagged the indexes
Compare with:
All series normalized to 100 at the start of the selected period.
MFIN
Russell 2000
S&P 500
KBW Bank Index
The SEC Lawsuit and Federal Judgment Have Caused Permanent Damage
The Underlying Behavior and Lack of Accountability is What Frightens Institutional Investors
the [SEC's complaint] contains more than sufficient allegations to support the claim that Murstein and Medallion Financial misled investors by withholding information material to Medallion Bank's fair value.
Such allegations [by Murstein] verge on 'deliberate illegal behavior,' and at least demonstrate Murstein's 'knowledge of facts… contradicting [his] public statements'
solely for purposes of… [bankruptcy non-dischargeability]… the allegations in the [SEC] complaint are true and admitted by Murstein
SEC v. Medallion Fin. Corp., No. 1:21-cv-11125-LAK (S.D.N.Y.) (Amended Complaint, ECF No. 46 (Apr. 26, 2022); Opinion on Motions to Dismiss, ECF No. 105 (Sept. 18, 2024); Consent and Final Judgment (May 30, 2025))
Excessive Executive Compensation at Stockholders' Expense
Exec Comp vs Market Cap ChangeExecutive Compensation vs Change in Market Cap
Both series rebased to $0 at the start of the selected period.
Change in Market Cap
Cumulative Exec Comp
$88.6 million
Top 5 Executives' Compensation
Paid the last 10 years. Market cap only grew $60.7 million over the same period
1.58 million
Shares given to insiders
MFIN bought back 3.3 million shares since 2022 then gave insiders 1.58 million
$28.3 million
Given to MFIN Executives
Severance for top 5 executives if MFIN is sold. ~13% of current market cap
Medallion's current board is not equipped to create value
The board has entrenched itself and has not held management accountable
Medallion’s Current Board
5 of 8 directors will be 80 years old or over within the year
Board agreed to pay $20 million to 2 directors (the Mursteins) if Medallion is sold
CEO/director has a judgment against him connected to an SEC fraud lawsuit
Directors have an 18 year avg. tenure on Medallion’s or an affiliate’s board.
The lead “independent” director has been with Medallion for 23 years
Agreed to pay Alvin Murstein $3.4 million if they did not renominate him to the board
Classified board means only 2 or 3 directors can be replaced annually
3 of 8 directors are Murstein family members
Medallion's current board is not equipped to create value
The board has entrenched itself and has not held management accountable
Medallion’s Current Board
Board agreed to pay $20 million to 2 directors (the Mursteins) if Medallion is sold
CEO/director has a judgment against him connected to an SEC fraud lawsuit
Directors have an 18 year avg. tenure on Medallion’s or an affiliate’s board.
The lead “independent” director has been with Medallion for 23 years
Agreed to pay Alvin Murstein $3.4 million if they did not renominate him to the board
Classified board means only 2 or 3 directors can be replaced annually
3 of 8 directors are Murstein family members
We showed Medallion how to unlock value. The board chose to ignore it.
Improve Governance
Focus on Technology
Operational Efficiency
Diversify Revenues
Capital Allocation
Regulatory Relationships
8, 2, 5
$8 billion in assets, $2 billion market cap, in less than 5 years
We think these goals are achievable and would result in strong stockholder returns
We do not believe MFIN could achieve this with its current board and leadership team
And critically, Medallion would need both institutional and regulatory support – which it does not have
MFIN stock was down 17% YTD
This is the opposite of the overall market which is showing strength despite facing headwinds
This is why a sale of Medallion Bank is the only way to maximize returns to investors
The numbers explain Medallion's poor valuation
MFIN Stock Price and Price/TBV
Medallion's P/TBV has remained low. It anomalously rose in 2020 when losses dropped TBV to $30 million. For the last 5 quarters, it has remained below 1.0x — a signal of stress.
Stock Price ($)
Price / TBV (multiple)
Total Shareholder Returns
Returns to stockholders including dividends. MFIN trails its self-selected proxy peers, Russell 2000, and Regional Bank returns over nearly every period. Source: Factset
MFIN
2026 Proxy Peers
Russell 2000
KRE Bank Index
| 1Y | 5% | 23% | 44% | 31% |
| 3Y | 64% | 95% | 65% | 84% |
| 5Y | 26% | 82% | 31% | 17% |
| 10Y | 48% | 276% | 182% | 122% |
| 15Y | 83% | 411% | 297% | 267% |
MFIN Executive Compensation
Annual pay and potential change-in-control severance to the 5 highest paid executives. If MFIN was sold, executives could be owed $28 million in CIC payments - more than 10% of MFIN's market cap.
Mursteins
Other Executives
MFIN Recreation Loan Deterioration
Recreation loan portfolio asset quality and subprime exposure over the past 8 years show a huge increase in risk, and decrease in credit quality over the last 5 years.
30-89 Days Past Due
Charge-offs
“the first guy through the wall, he always gets bloody. Always. It’s the threat of not just the way of doing business... Really what it’s threatening is their livelihoods, it’s threatening their jobs, it’s threatening the way that they do things. And every time that happens... the people who are holding the reins, they have their hands on the switch. They go... crazy.”
— Moneyball (2011), John Henry to Billy Beane.
“Adapt or perish, now as ever, is nature’s inexorable imperative.”
— H.G. Wells, Mind at the End of Its Tether (1945)