Frequently Asked Questions

In 2021, the SEC filed a federal lawsuit against Medallion Financial and Andrew Murstein — now the Company's CEO — alleging two fraudulent schemes. The first involved secretly paying people to post hundreds of promotional articles about Medallion stock online without disclosing they were being paid, a practice known as illegal "touting." When journalists exposed the scheme, the SEC alleged Mr. Murstein falsely denied knowledge of it and paid a promoter hush money to stay quiet. The second involved inflating the reported value of Medallion Bank by hundreds of millions of dollars — firing the independent valuation firm when it refused to certify his numbers, then offering a replacement firm future investment banking work in exchange for the valuation he needed. The result, the SEC alleged, was that Medallion's balance sheet overstated its assets by more than $140 million and stockholders' equity by more than $115 million. The relevant filings are available above.

On May 30, 2025, a federal judge entered a Final Judgment permanently enjoining both Medallion and Mr. Murstein from making false or misleading statements to investors and misleading the Company's auditors. Medallion paid a $3,000,000 civil penalty; Mr. Murstein is personally paying $1,000,000 in installments — money he cannot recover through insurance, indemnification, or a personal bankruptcy. Solely for purposes of nondischargeability in bankruptcy, Mr. Murstein agreed in writing that "the allegations in the Amended Complaint are true and admitted by Murstein." Neither Medallion nor Mr. Murstein may publicly deny or minimize the SEC's allegations under the terms of the settlement. The court also required Medallion to hire an Independent Compliance Consultant and create a new Chief Compliance Officer reporting to the Board's Audit Committee — both of which remain in effect today under continuing federal court jurisdiction.

Less than eight months after a federal court permanently enjoined him for securities violations at this same company, Mr. Murstein was appointed CEO — without a stockholder vote and without any public explanation of how the Board evaluated his fitness. He now oversees the same investor communications, financial reporting, and auditor relationships that were the subject of the SEC's findings. Every statement he makes to investors — on earnings calls, in stockholder letters, or in direct conversations — occurs under a court order that prohibits him from minimizing what happened and exposes him to contempt proceedings if he violates it. That order extends to everyone acting on Medallion's behalf, including the Board and its proxy solicitation agents. The conflict is structural, documented, and of the Board's own making: it chose to install Mr. Murstein as CEO without stockholder input while simultaneously adopting bylaw amendments that make Board accountability harder to achieve. Stockholders should weigh that choice carefully when evaluating everything they hear from Medallion in connection with this year's annual meeting.

The settlement uses standard "neither admits nor denies" language, which is typical for SEC consent settlements. But there is one significant exception, and there is one significant restriction.

The exception — the Section 523 stipulation. As a condition of the settlement, Mr. Murstein stipulated — solely for purposes of the federal bankruptcy non-dischargeability statute (11 U.S.C. § 523(a)(19)) — that "the allegations in the Amended Complaint are true and admitted by Murstein." The practical effect: Mr. Murstein's $1,000,000 personal civil penalty cannot be discharged in any future personal bankruptcy proceeding. This stipulation stands alongside the standard "neither admits nor denies" language and is on the public record.

The restriction — the gag clause. A separate condition of the Consent prohibits Medallion and Mr. Murstein from making, or permitting to be made, any public statement — directly or indirectly — that denies any allegation in the SEC's Amended Complaint or creates the impression that the Amended Complaint is without factual basis. Any statement that the SEC matter is "behind" the Company, that it was not significant, or that it does not reflect on current management's conduct or fitness would be inconsistent with — and potentially violative of — this court-ordered restriction. If breached, the SEC may petition the Court to vacate the Final Judgment and restore the case to its active docket.

The Final Judgment runs eleven paragraphs. Five of them apply directly to Mr. Murstein personally. The substantive provisions fall into four categories.

Permanent injunctions against Mr. Murstein. The Court permanently enjoined Mr. Murstein from violating six federal securities-law provisions: Section 10(b) and Rule 10b-5 (the principal federal anti-fraud rule), Sections 17(a)(1) and 17(a)(3) of the Securities Act, Section 17(b) of the Securities Act (the anti-touting rule), Rule 13b2-2 (false statements to auditors), and from aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) and (B) of the Exchange Act (the federal books-and-records and internal-controls obligations of public companies). Each injunction is permanent and binds Mr. Murstein personally for the rest of his life. Any future violation can be pursued as contempt of the existing court order, before the same federal judge.

Civil penalties. Medallion Financial Corp. paid a civil monetary penalty of $3,000,000 to the U.S. Treasury. Andrew Murstein is separately paying $1,000,000 personally, in four equal $250,000 installments. The final installment is due on or about May 25, 2026 — about three weeks before the 2026 Annual Meeting. Neither Medallion nor Mr. Murstein may seek or accept reimbursement or indemnification for these penalties from any source, including insurance, and neither may claim a tax deduction or tax credit for any penalty paid.

A court-mandated compliance program. The Court required Medallion to retain an Independent Compliance Consultant to review the Company's policies, procedures, internal controls, and systems concerning compliance with federal securities laws, with written reports submitted to Medallion and to the SEC Staff. Medallion is also required to create a new Chief Compliance Officer role, reporting to the General Counsel, with a dotted reporting line directly to the Chair of the Audit Committee. The CCO reports quarterly to the Audit Committee on significant compliance issues and may be removed only with Audit Committee approval. Both requirements are court-mandated and operate under continuing federal court jurisdiction.

The Section 523 stipulation. As described in the previous question above, Mr. Murstein stipulated — solely for federal bankruptcy non-dischargeability purposes — that the allegations in the Amended Complaint are true and admitted by him.

Less than eight months after the Final Judgment was entered, the same Board of Directors that stockholders are being asked to re-elect promoted Andrew Murstein from President to Chief Executive Officer of Medallion Financial Corp. The appointment was made effective January 31, 2026, without a stockholder vote and without public explanation of how the Board evaluated his fitness for the role in light of the federal judgment.

Medallion's preliminary proxy statement, filed April 17, 2026, asks stockholders to vote on three Class III directors, on an advisory "say-on-pay" resolution for executive compensation, and on the ratification of the Company's auditor. The proxy statement does not disclose the Final Judgment, the permanent injunctions, the $1,000,000 personal civil penalty, the Section 523 stipulation, the Independent Compliance Consultant requirement, the court-mandated Chief Compliance Officer role, or the Audit Committee's court-mandated compliance oversight responsibilities.

The SEC's own disclosure rules require public companies to surface judicial findings or orders relating to securities-law violations that are "material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer." The Final Judgment is the kind of fact that rule was written to surface.

We are aware of no other public-company CEO in the Russell 2000 who has retained the chief-executive role after a federal court entered a securities-fraud judgment against them personally. If one of our nominees — Eric Kelly, John Kiernan, or Tim Shanahan — had a federal court enter a securities-fraud judgment against them within the last year, Medallion's own nominating committee would not have considered them.

The SEC's allegations in the Amended Complaint cover Medallion's conduct during the 2015–2017 period. Alvin Murstein — Andrew Murstein's father — served as Medallion Financial Corp.'s Chairman and Chief Executive Officer throughout that period. He is now standing for re-election as a Class III director at the 2026 Annual Meeting.

His director biography in the Company's preliminary proxy statement describes his 60-year career, his service as Chairman since 1995 and CEO from 1996 through January 31, 2026, and his educational background. The biography does not reference the SEC matter, the Final Judgment, or his role during the period to which the SEC's allegations relate.

Separately, one of the other Class III nominees standing for re-election chairs the Company's Audit Committee — the same committee that now has direct court-mandated responsibility for oversight of the Independent Compliance Consultant and the new Chief Compliance Officer. The proxy statement's discussion of Board committees does not disclose this court-mandated oversight role.

Restore the Shine is a campaign by BIMIZCI — composed of BIMIZCI Fund LLC, ZimCal Asset Management LLC ("ZimCal"), Warnke Investments LLC, and Stephen Hodges — to elect three independent directors to the Board of Medallion Financial Corp. (NASDAQ: MFIN) at the Company's 2026 Annual Meeting of Stockholders. BIMIZCI Fund LLC is the nominating stockholder. ZimCal is the manager of BIMIZCI Fund LLC and Stephen Hodges is the Managing Member of ZimCal.

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We believe Medallion Financial has significantly underperformed its potential. Medallion's stock trades at substantial discounts to peers, and the Company's executives have been paid tens of millions in bonuses over the last several years while returns, stock performance, and valuations have weakened. In almost every key metric, Medallion has underperformed its self-selected proxy peers, similar-sized commercial banks and the Russell 2000.

A proxy contest is not how we typically operate. ZimCal usually engages directly with bank leadership teams in a constructive way. In Stephen Hodges's 16-year investing career, he has never been an activist or publicly advocated for change at a company in which he has been invested — with the exception of Medallion.

We first attempted to engage Medallion's leadership privately in late 2023, concerned about how their actions were negatively impacting the value of our investment. After our concerns were rejected, we concluded that the path to restoring stockholder value ran through changes to the Board.

Yes. BIMIZCI nominated two director candidates at Medallion's 2024 Annual Meeting. Although those nominees were not elected, the campaign brought public attention to corporate governance concerns at the Company. With only modest stockholdings, we still secured 22% of the votes. The 2026 contest expands that effort to a slate of three excellent nominees with a far larger stock ownership.

Outside of Medallion, Stephen Hodges and ZimCal have never run a proxy contest or publicly advocated for change at any of the more than 120 financial institutions in which they have invested over the last 16 years.

BIMIZCI has been a Medallion Financial investor for five years. We currently own 500,205 shares of common stock (as of May 18, 2026) and $15 million (par value) trust preferred securities issued by Medallion.

Stockholders who held Medallion Financial Corp. common stock as of the record date — April 13, 2026 — are entitled to vote at the 2026 Annual Meeting. If you held shares on that date, you can vote even if you have since sold them.

The record date is the cutoff date that determines who is eligible to vote at the annual meeting. For Medallion's 2026 Annual Meeting, the record date is April 13, 2026.

If you owned Medallion shares at the close of business on April 13, 2026, you are entitled to vote — regardless of whether you still own those shares today.

If you became a Medallion stockholder after April 13, 2026, you are not eligible to vote at this meeting.

The record date matters because it gives the company and proxy solicitors a fixed list of stockholders to mail materials to and tally votes from. It's set in advance and does not change.

Yes. If you held Medallion shares at the close of business on the record date — April 13, 2026 — you are entitled to vote at the 2026 Annual Meeting, even if you have since sold those shares.

Your right to vote is determined by who held the shares on the record date, not who holds them at the time of the meeting. If you sold after April 13, 2026, you should still expect to receive proxy materials (including a BLUE universal proxy card) and you should still vote them.

If you didn't hold shares on April 13, 2026, you are not eligible to vote at this meeting — even if you own Medallion shares today.

If you have questions about your eligibility or haven't received proxy materials, contact our proxy solicitor Sodali & Co LLC at (800) 662-5200.

The BLUE universal proxy card is the proxy card distributed by BIMIZCI. Under SEC Rule 14a-19, the BLUE card includes the names of all director nominees — both BIMIZCI's three nominees (Eric Kelly, John Kiernan, and Tim Shanahan) and Medallion's nominees — so stockholders can vote for any combination of candidates on a single card. BIMIZCI urges stockholders to use the BLUE card to vote FOR Eric Kelly, John Kiernan, and Tim Shanahan.

If you held Medallion shares as of the record date (April 13, 2026), you should receive a BLUE universal proxy card in the mail. How you receive it depends on how you hold your shares:

If your shares are registered in your own name (you're a "record holder"): our proxy solicitor Sodali & Co. will mail you a physical BLUE proxy card along with a postage-paid return envelope. You can also vote online at the address provided on the card once materials are mailed.

If you hold your shares through a broker, bank, or other intermediary (you're a "beneficial owner," which is most stockholders): your broker will forward proxy materials to you, including a BLUE voting instruction form. Depending on your broker, you may be able to vote by mail, phone, or online — instructions will be on the form they send.

If you haven't received a BLUE card or voting instruction form within a reasonable time after the record date, contact our proxy solicitor Sodali & Co LLC at (800) 662-5200 and they will arrange replacement materials.

Most stockholders hold shares "in street name" through a broker like Schwab, Fidelity, or Vanguard. Your broker will send you a voting instruction form (VIF) telling you how to instruct them to vote your shares. To vote for BIMIZCI's nominees, look for the BLUE voting instruction form and mark your vote FOR Eric Kelly, John Kiernan, and Tim Shanahan. If you have not received a BLUE VIF, contact your broker or Sodali & Co. directly.

Use only the BLUE card. Sign and date only the BLUE card and discard the other. The BLUE card already includes all nominees from both sides — it is the only card you need to vote FOR BIMIZCI's nominees.

"Say on pay" is a non-binding advisory vote that public company stockholders take each year on the compensation paid to the company's senior executives. The vote doesn't change pay directly, but it sends a signal to the board's compensation committee about whether stockholders approve of how leadership is being paid.

BIMIZCI recommends voting AGAINST the proposal to approve Medallion's 2025 executive compensation. Medallion's CEO and senior team have been paid substantial sums even as the stock has underperformed and the company has faced regulatory and operational challenges. A vote against say-on-pay tells the board that this disconnect between pay and performance is not acceptable to stockholders.

Your BLUE universal proxy card includes a section for the say-on-pay vote alongside the director election. Both votes happen on the same card.

Each year, public companies ask stockholders to ratify the appointment of their independent auditing firm. Medallion's board has appointed Plante & Moran, PLLC as the company's independent registered public accounting firm for 2026.

BIMIZCI recommends voting FOR the ratification of Plante & Moran. The auditor question is separate from the questions about Medallion's leadership and direction, and BIMIZCI has no objection to the appointment of this auditing firm.

Yes. Stockholders can revoke a previously submitted proxy by (1) submitting a later-dated BLUE proxy card, (2) attending the Annual Meeting and voting at the virtual meeting, or (3) delivering a written notice of revocation. The latest-dated valid proxy is the one that counts.

The 2026 Annual Meeting of Stockholders is scheduled for June 9, 2026 at 10:00 a.m. Eastern Time, held via live webcast. Stockholders will be able to attend, vote, and submit questions online — you do not need to travel to participate. Specific instructions for joining the live webcast (including the meeting URL and any access credentials) will be provided in Medallion's proxy materials.

You do not need to attend the meeting to vote. The simplest way to make sure your vote counts is to submit your BLUE universal proxy card before the meeting — by mail, phone, or online.

If you have questions about voting your BLUE universal proxy card, or need additional copies of the proxy materials, our proxy solicitor is here to help.

Sodali & Co LLC

Stockholders, toll-free: (800) 662-5200

Banks and brokers, collect: (203) 658-9400

Email: zimcal@info.sodali.com

Common reasons to call Sodali:

• You're not sure how to fill out or return your BLUE card
• You hold your shares through a broker or bank and need to know how to instruct them
• You've already returned MFIN's WHITE card and want to change your vote (the most recent vote you cast is the one that counts)
• You haven't received proxy materials and need them re-sent
• You're voting by phone or internet and need help with the process

BIMIZCI has nominated three independent candidates with the operational, financial, and regulatory experience Medallion's Board needs. For full bios, qualifications, and the case for each nominee, see the Directors page.

Each nominee has confirmed they meet the independence standards of the NASDAQ Stock Market. None of the nominees owns securities of Medallion Financial Corp., and none has transacted in Medallion securities in the past two years. None has a business relationship with Medallion or Medallion Bank.

No. As disclosed in the PREC14A and on each director's bio page, none of BIMIZCI's three nominees owns securities of Medallion Financial Corp.

nicole@nh-consult.com

info@restoretheshine.com