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 on our Materials page.

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.

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 407,000 shares of common stock 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