Medallion Stakeholder Activism

This is a verbatim HTML reproduction of slides 1 through 36 of a 54-page updated investor presentation originally filed May 28, 2026. View the PDF (54 pages) (opens in a new tab).


Setting the Record Straight: ZimCal and BIMIZCI's Point-by-Point Rebuttal to Medallion Financial's False Statements

May 28, 2026

Setting the Record Straight: ZimCal and BIMIZCI's Point-by-Point Rebuttal to Medallion Financial's False Statements

FOCUSING ON DATA AND VERIFIABLE FACTS - NOT FICTION

VOTE THE BLUE CARD

Disclaimer


Important Information

BIMIZCI Fund LLC and its affiliates, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”), have nominated individuals as nominees to the Company’s board of directors and are soliciting votes for the election of those individuals, John Kiernan, Eric Kelly and Tim Shanahan, as members of Medallion Financial Corp.’s board of directors (the “Nominees”). BIMIZCI has sent a definitive proxy statement, BLUE proxy card and related proxy materials to stockholders of Medallion Financial Corp. seeking their support of the Nominees at Medallion Financial Corp.’s 2026 annual meeting of stockholders. Stockholders are urged to read the definitive proxy statement and BLUE proxy card because they contain important information about the Nominees, Medallion Financial Corp. and related matters. Stockholders may obtain a free copy of the definitive proxy statement and BLUE proxy card and other documents filed by BIMIZCI with the Securities and Exchange Commission (“SEC”) at the SEC’s web site at www.sec.gov. Stockholders may also find important information on voting online at www.restoretheshine.com/vote Stockholders may also direct a request to BIMIZCI’s proxy solicitor, Sodali & Co LLC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing zimcal@info.sodali.com.

Participants in Solicitation

The following persons are participants in the solicitation by BIMIZCI: BIMIZCI Fund LLC and its affiliates, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”). The participants may have interests in the solicitation, including as a result of holding shares of Medallion Financial Corp.’s common stock. Information regarding the participants and their interests is contained in the definitive proxy statement filed and transmitted by BIMIZCI.

Cautionary Statement Regarding Forward-Looking Statements

This presentation may contain forward-looking statements. All statements contained in the presentation that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.

The projected results and statements contained herein that are not historical facts are based on current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of BIMIZCI Fund LLC and its affiliates, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”).

Though certain material may contain projections, nothing in the presentation is intended to be a prediction of the future trading price or market value of securities of Medallion Financial Corp. (the “Company”). Accordingly, there is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied in the presentation. The estimates, projections and potential impact of the opportunities identified by BIMIZCI in the presentation are based on assumptions that BIMIZCI believes to be reasonable as of the date of the materials, but there can be no assurance or guarantee (1) that any of the proposed actions set forth in the presentation will be completed, (2) that the actual results or performance of the Company will not differ, and such differences may be material, or (3) that any of the assumptions provided in the presentation are accurate.

Therefore, there can be no assurance that the projected results or forward-looking statements included in the presentation will prove to be accurate and therefore actual results could differ materially from those set forth in, contemplated by, or underlying these forward-looking statements. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in the presentation, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. BIMIZCI will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

2

Why This Presentation Exists


  • Medallion Financial has repeatedly mischaracterized BIMIZCI's and ZimCal's motives and attacked Stephen Hodges' commitment to creating value for stakeholders rather than addressing the substance of BIMIZCI's concerns.
  • Whether a reader credits Medallion's account or BIMIZCI's is the critical question — this presentation addresses it head on and plainly exposes Medallion's inaccurate claims.
  • Medallion's now-CEO, Andrew Murstein, is subject to permanent federal injunctions and stipulated admissions in a settled SEC fraud action. Medallion and Mr. Murstein paid penalties of $3 million and $1 million respectively.
  • BIMIZCI has held its position since 2021, added to it, is one of Medallion's largest investors, and made over fifty documented approaches to the Company to help increase value.

The point-by-point comparison of Medallion’s claims against the written record follows.

3

An Insight into the Integrity of Medallion Financial and Mr. Murstein


  • But first we need to understand exactly what the current CEO of Medallion is capable of as well as the Board that promoted him
  • Despite having access to all the evidence, the Board promoted him and paid him a $4.6 million bonus months after the Final Judgment was entered against him in a multi-year SEC fraud lawsuit.
  • Mr. Murstein paid a $1 million civil penalty, and Medallion paid a $3 million penalty, and both are under permanent injunctions.

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)).

4

Murstein Directed a Contractor to Commit Identity and Securities Fraud


1

The Recruitment

Murstein wanted to have another person touting on behalf of Medallion... Murstein offered [them] an Independent Contractor... Agreement. The Contractor had little to no experience with investor relations or the financial markets.

2

Murstein oversaw the subordinate being told to commit identity fraud

Murstein knew from emails he received that [his co-defendant] told the Contractor ‘get a fake ID from the Internet’ in order to avoid having to identify [themself].

3

Murstein directed the subordinate to commit securities fraud

Murstein acknowledged that the purpose of the touting activity was to boost Medallion Financial’s stock price... he wrote [to the contractor]: ‘All I would like you guys to do today is to write articles and post comments on message boards to support our stock.’

4

Murstein paid the contractor hush money then threatened her if she talked

Murstein texted the Contractor: ‘I’m trying to get you an agreement and get you paid extra money but it won’t be ready until tmrw or Monday.’ [Separately] Our lawyers are sending you a letter that you are telling people I told you to write under a false name. First of all there is no reason to talk to people about that. Plus you signed something that says you can’t talk about this.

Source: SEC v. Medallion Fin. Corp., No. 1:21-cv-11125-LAK (S.D.N.Y.) (Amended Complaint, ECF No. 46 (Apr. 26, 2022)

5

The SEC Lawsuit Reveals the Depths Medallion/Murstein Sank To


  • We believe that any finance professional or employee of a public company would have been terminated for cause and found it difficult to find employment had they done what Andrew Murstein actually, verifiably did.
  • We think it is unacceptable that the Board chose to protect Mr. Murstein, and not independently investigate or hold him accountable in any way for jeopardizing the Company and for gross violations of its internal policies.
  • We believe it is unacceptable for the then-President, now-CEO of a public company to have directed a subordinate to commit acts of identity and securities fraud that exposed the subordinate to potential civil and criminal penalties.

As we turn to the contents of the Rebuttal Deck - keep the above in mind

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)). Judge Kaplan found that these allegations "would constitute identity fraud."

6

Our Thesis - Medallion Needs to Make the Following Critical Changes


Improve Governance

Refresh the Board with term limits, a retirement age, and annual elections. Cut the 75% supermajority to a simple majority. Restore the clawback policy; enforce the ethics policy. Investigate prior lapses.

Focus on Technology

Hire a full-time CTO. Replace static underwriting with ML-based credit decisioning and risk-based pricing. Build AI-proprietary application and decisioning automation. Create Technology Committee to create strategy. Do top down analysis of AI-led efficiencies.

Operational Efficiency

Right-size the executive team and reduce record payouts. Reduce the $18.2 million SST servicing relationship. End the $1.8 million Manhattan lease. Reset incentive metrics to reward sustainable returns, not one-time gains. Diversify funding beyond brokered CDs.

Diversify Revenues

Build two complementary businesses: a scale book for conventional collateral and a higher-margin book for bespoke borrowers. Cut discretionary consumer exposure. Add commercial and C&I verticals. Stand up a loan sale and securitization program for fee income.

Capital Allocation

End the Banking-as-a-Service model — it loses money and commoditizes the balance sheet. No more vanity investments like NASCAR, lacrosse, or fine arts. Reinvest in servicing and collections as a high-ROIC vertical. Use buybacks opportunistically when the stock is depressed.

Regulatory Relationships

Repair damaged relations with the SEC and SBA. Hold a leverage ratio well above the 15% minimum as a buffer. Bring best-in-class loss-mitigation and credit analytics to the FDIC and Utah DFI. Add an independent director with deep regulatory experience.

  • Medallion’s 65-page investor presentation does not mention the SEC case, the permanent injunction, the $4 million in penalties, or the stipulated admissions. The presentation tells you the company is performing. The record shows it is not.

Visit www.restoretheshine.com/#our-plan

7

Who are BIMIZCI, ZimCal and Stephen Hodges


BIMIZCI Fund LLC is a joint venture between ZimCal Asset Management LLC (“ZimCal”) and the family office arm of Bay Haven Capital Inc (formerly Blackburn Investment Management, Inc). ZimCal is the managing member of BIMIZCI and was founded by Stephen Hodges. Warnke Investments LLC (“Warnke”) is an affiliated entity. BIMIZCI Fund LLC is the managing member of Warnke. BIMIZCI Fund LLC, Warnke, ZimCal and Stephen Hodges are referred to collectively as “BIMIZCI” (or “we”, “our”, “us”).

BIMIZCI primarily focuses on investing in FDIC-insured institutions. This focus is a result of Mr. Hodges’ 16-year experience investing in banks and his deep familiarity with the competitive and regulatory landscape. Mr. Hodges has partnered with over 120 banks through investments on both sides of the balance sheet and has invested in bank debt, preferred equity and common stock. In Mr. Hodges’ entire investment career Mr. Hodges has never been an activist or publicly advocated for change at a company in which he has been invested – with the exception of Medallion Financial Corp.

We are currently MFIN’s 4th largest institutional stockholder (Source: S&P Cap IQ) with 500,250 shares as of May 27, 2026. We also own $15 million par value in trust preferred securities (“TruPS”) issued by Medallion. Our total cash investment into Medallion securities is $11.4 million. This compares favorably with the Company’s ~ $225 million current market cap. We have sent over 50 discrete communications and 2 white papers to Medallion in an effort to help them increase value.

9

Who are BIMIZCI, ZimCal and Stephen Hodges


WE ARE MEDALLION’S FOURTH LARGEST INSTITUTIONAL STOCKHOLDER (CAP IQ)

$11.36M

Cash invested in MFIN securities

500,250

Shares of MFIN stock

As of May 27, 2026

  • BIMIZCI has been invested for over 5 years
  • BIMIZCI purchased more MFIN stock in the market in the last 12 months than every MFIN executive combined in the last five years.
  • Medallion described BIMIZCI’s stake as “miniscule”
10

Who are BIMIZCI, ZimCal and Stephen Hodges


THREE YEARS OF ENGAGEMENT TO HELP BOOST VALUATIONS

  • We asked the Board to restructure itself and eliminate effective Murstein family control: 7 times across letters and emails from October 2023 through April 2026.
  • We asked the Board to commission an independent investigation into the SEC allegations against Andrew Murstein: 5 times. The Board never did. The federal court ultimately imposed an Independent Compliance Consultant to monitor Audit.
  • We asked the Board to restore and exercise the executive compensation clawback: 6 times. The Board’s response was to gut the clawback policy within two weeks after our first ask, removing “detrimental conduct” as a trigger.
  • We asked the Board to produce books and records under Section 220 of the Delaware General Corporation Law: 1 formal demand, served March 14, 2025. The Board refused. The demand remains outstanding 14 months later.
  • We asked the Board to improve credit risk transparency in the subprime Recreation portfolio, including vintage and FICO migration disclosures: 9 times across two white papers, three shareholder letters, and direct emails to the CFO and CEO.
  • We asked the Board to proactively address refinancing risk on the February 2026 maturity, twice offering to inject/arrange new capital and once offering to introduce the Board to an advisory team: 4 times. Every offer was ignored. The February 2026 refinancing failed. The SBA declared an event of default on $73.5M of Medallion Capital debentures on April 10, 2026.
11

MEDALLION CLAIMS VERSUS ZIMCAL REALITY

FOCUSING ON DATA AND VERIFIABLE FACTS - NOT FICTION

BY DESIGN, MEDALLION HAS MADE A RANGE OF FALSE STATEMENTS - WE WILL FOCUS ON THE MOST RELEVANT

12

Medallion Cherry-Picked TSR Start/End Dates


ACTUAL TOTAL SHAREHOLDER RETURN. LOWEST IN THE PEER GROUP.

Total Shareholder Return Comparison (through May 1, 2026)
PeriodMFINPeersRussell 2000KRE Bank
1 Year5%23%44%31%
3 Year64%95%65%84%
5 Year26%82%31%17%
10 Year48%276%182%122%
15 Year83%411%297%267%
  • Measured through May 1, 2026. End of day before BIMIZCI’s PREC14A filing. Peer group TSR is the average of MFIN’s own 2026 DEFC14A peer list.
  • MFIN had the lowest TSR over almost every measured period. Medallion’s proxy claims “452% TSR from January 2017 to February 2, 2026” — which starts near the absolute taxi-collapse trough and ends before this contest was announced. Within any normalized window, MFIN’s underperformance is unchanged. In proxy fights, TSRs are measured as of the activist’s preliminary proxy filing. The February 2, 2026 end date was intentionally chosen to show a “strong” TSR.
13

Medallion is Oblivious to the Level of Technology Investment it Will Need


Medallion Claims

2022: Hired VP of Data Analytics and expanded the data science team; 2024: Migrated all new loans to a new loan servicing system; 2025: Hired VP of Credit to strengthen model use and credit policy implementation

Medallion Bank has a Chief Information Officer who oversees enterprise-wide technology investments. Medallion Bank has an internally developed app on Apple's app store that is used by hundreds of contractors

Medallion has made significant investments in technology and team since 2022

ZimCal Reality

  • Medallion does not seem to fully grasp the technology scale, investment and strategic commitment required to compete in consumer finance (one of the most competitive industries).
  • Affirm, Figure, Enova, SoFi, for example, all break out a technology line item, and while not apples-to-apples, tech spend ranges from 10-20% of gross revenue. This does not include capitalized tech investment.
  • Medallion’s funding advantage will disappear as tech-first Fintech platforms vertically integrate and acquire bank charters. Examples of competitors who have recently obtained or applied for bank charters include: Upstart, Enova, Affirm, SoFi, PayPal and LendingClub.
  • There are no barriers to entry for these lenders in any consumer segment MFIN focuses on, particularly if they can offer lower rates with lower operational and funding costs.
14

Medallion Claims vs. Reality


Medallion Claims

A Period of Historic Shareholder Value Creation

ZimCal Reality

  • The “period of value creation” presumably began after Medallion’s tangible book value fell to less than $30 million (2020) and was only possible because Medallion had just completed a period of value destruction by charging off ~$300 million in taxi medallion loans after ignoring numerous warning signs.
  • Medallion’s stock has underperformed the Russell 2000 index and its peers with multiple period TSRs lagging all comparisons (through the correct May 1, 2026 date).
  • Based on stock price, valuation multiples, market cap, consumer charge-off trends, and the SBA loan default, we are unclear what MFIN means by value creation. Value has not been created.
  • From 2016-2025 (last 10 years), market cap increased by $61 million while senior executive compensation was $89 million.
15

Medallion Claims vs. Reality


Medallion Claims

A Period of Historic Shareholder Value Creation is being Undermined by A Debt Holder Vowing to Wage Proxy Fights if Not Granted Board Seats and/or a Profitable Resolution to his Debt Position.

Mr. Hodges holds nearly his entire investment in Medallion in debt.

ZimCal Reality

  • BIMIZCI owns 500,250 shares of stock representing a $4.6 million investment. BIMIZCI also owns $15 million (par value) in preferred securities acquired for $6.7 million.
  • BIMIZCI’s total initial investment into MFIN is 41% equity and 59% preferred securities.
  • And yet MFIN characterizes BIMIZCI as a debt investor.
  • BIMIZCI has purchased more MFIN stock in the open market in the past year than all current Medallion executives in the past five.
  • Mr. Hodges is not a Board nominee and cannot direct BIMIZCI’s nominees, who have a fiduciary responsibility to all stockholders, and would represent a Board minority.
16

Medallion Claims vs. Reality


Medallion Claims

Mr. Hodges indicated that he would sell these trust securities back to the Company. The Company engaged with Mr. Hodges in good faith on a repurchase of these securities at a fair market-based price; however, his demands of a significantly above market price were rejected as unreasonable, as it was merely an attempt to gouge the Company

The original accusation in MFIN’s May 13, 2024 DEFA14A

ZimCal Reality

  • Mr. Murstein’s December 4th, 20th and 28th, 2023 and February 1, 2024 communications with Mr. Hodges asked for “a specific proposal.” BIMIZCI eventually responded to that request. Mr. Murstein cannot repeatedly solicit a proposal, receive it, imply we initiated it, and then characterize the response as a “demand” and an “attempt to gouge the company”.
  • BIMIZCI actually demanded governance and business improvements - it did not “demand” board seats or a profitable resolution to its position. Any resolutions offered at all were explicitly at the request of Medallion, as MFIN itself acknowledges. See the 2024 cease and desist BIMIZCI issued in response to the same false allegations now being recycled.
  • In addition, Mr. Murstein, unsolicited and desperate to avoid the scrutiny of a proxy fight, tried to find buyers for BIMIZCI’s preferred securities in 2024.
17

Medallion Claims vs. Reality


Medallion Claims

Record Earnings: 2025 marked the best 5-year period of performance in Company history highlighted by record highs in Net Interest Income and book value per share since our initial public offering in 1996.

ZimCal Reality

  • 2020 - 2025 has been one of the strongest bull markets in recent memory and yet Medallion’s growth in net interest income did not translate into better margins in its core business - consumer lending (95% of loans)- which despite loan growth of 115% saw MFIN-reported net income only grow 6% to $35.3 million (2025) from $33.3 million (2020).
  • MFIN’s “performance” run also started after the depths of the taxi medallion crisis - a crisis of MFIN’s own making. MFIN cannot claim credit for putting out the fire that it created.
  • MFIN charge-offs in its $1.6 billion Recreation book hit a 16-year high of 4% in 2025; Price/Tangible Book fell to 0.80x at 1Q26; tangible book is still less than it was in 2013; MFIN tried and failed to refinance $31.25 million in debt in Feb 2026; and, MFIN is currently in default on $73.5 million in SBA loans.
18

Medallion Claims vs. Reality


Medallion Claims

"ZimCal wants Medallion to Purchase its Trust Preferred Shares at a Premium to Market Value.

ZimCal Reality

  • Medallion seems to think they are the only buyer for the preferred securities. This reveals their limited understanding of how securities are traded. Most securities sales (preferred included) are to other investors not the issuer.
  • The way most investors in a company make a profit is when the company’s performance improves, usually under better leadership, and they are able to exit to other investors. This is the goal of most investing. That logic applies to BIMIZCI as well and is why we have repeatedly pushed MFIN to improve.
  • Medallion has never provided evidence of how it obtained a “market value” and has no data or emails shared with BIMIZCI to back up that spurious claim.
19

Medallion Claims vs. Reality


Medallion Claims

ZimCal, in the absence of any common shares held over a significant time period, has not benefited from Medallion's earnings accretion to the same extent as long-term shareholders.

ZimCal Reality

  • BIMIZCI has had an outstanding return on its investment but still believes its preferred securities are undervalued.
  • BIMIZCI’s preferred securities were acquired for $6.7 million. The discount to par value was because MFIN had just had its worst ever YTD loss through three quarters (3Q20), very few wanted to invest in MFIN and the seller was desperate to exit.
  • BIMIZCI has received $4.4 million in interest payments and its investment is now worth $11 million to $13 million (using peer discount margins), depending on whether Medallion is run by a competent board and management team. The price increase is because MFIN-now is better (with caveats) than MFIN-then.
  • On the low end, BIMIZCI’s current paper gross profit is a healthy $8.7 million, or a 2.3x multiple on investment, which is unheard of in most debt investing.
20

Medallion Claims vs. Reality


Medallion Claims

Since 2022, the Company has returned more than $68.5 million to shareholders through dividends and share repurchases.

ZimCal Reality

  • What MFIN fails to mention is that it bought back 3.3 million shares of stock but then gave 1.58 million shares to insiders. This effectively concentrates control with insiders rather than independent stockholders.
  • Since 2022, Medallion has also paid its top 5 executives $50.5 million in total compensation.
  • Since 2022, Medallion has also had to raise $100.8 million in very expensive new debt (~8.40% blended rate) and preferred equity (9% non-tax-deductible dividend) to help fund dividends and buybacks — even with “record earnings”.
  • Medallion fails to mention the level of compensation it has paid its executive team, even in the face of below-peer TSR, persistent underperformance and weak growth in market capitalization.
21

Executive Compensation Concerns


MFIN’s Top 5 Executives have been paid MORE than the increase in Market Capitalization Over the Last 10 years

Cumulative Pay = $89 million, Increase in Market Cap = $61 million

Line chart comparing cumulative Top 5 NEO compensation (red, rising to ~$89M) versus increase in market cap (blue, volatile, ending ~$61M), FY2015 through FY2025

Source: S&P Capital IQ/MFIN DEF14As

View chart data
Executive Compensation vs Market Cap (FY2015–FY2025). Source: S&P Capital IQ/MFIN DEF14As
YearIncrease in Market Cap ($millions)Top 5 NEO Cumulative Comp ($millions)
D-15$0.0 $0.0 
D-16($98.8)$4.8 
D-17($85.7)$9.7 
D-18($57.7)$15.2 
D-19$5.7 $21.6 
D-20($51.5)$28.4 
D-21($28.5)$38.1 
D-22($13.0)$49.0 
D-23$49.7 $63.9 
D-24$37.0 $75.5 
D-25$60.7 $88.6 
  • By almost any metric, Medallion’s executive team has been paid extraordinary amounts of compensation relative to stockholder returns and value creation.
  • Even Medallion’s share buy-backs resulted in 3.3 million shares acquired only for 1.58 million to be given to MFIN insiders.
22

Medallion Claims vs. Reality


Medallion Claims

The successful transformation and trajectory of value creation can be tied directly to the composition of the Company's Board and the unique blend of skills, perspectives, and expertise.

ZimCal Reality

  • MFIN’s board composition is severely lacking.
  • Five directors will soon be older than 80 with 2 of them older than 85. Three of eight are Murstein family.
  • Average director tenure with Medallion or its subsidiary is 18 years.
  • The “Lead Independent Director” served on a Medallion subsidiary board for 19 years before assuming the role at the parent.
  • BIMIZCI finds it difficult to believe that with its current board composition, Medallion will be able to compete with its strongest tech-first competitors (e.g., Figure in home improvement or Octane in powersports or Pagaya in embedded subprime Recreation) and other lenders who may enter the space.
23

Medallion Claims vs. Reality


Medallion Claims

Despite operating under the guise of unending 'improvements' and misguided operational 'changes', we believe that Mr. Hodges' constant pursuit of a profitable exit to his debt investment coupled with his consistent failure to fundamentally understand our business, pose a threat to our current growth trajectory.

ZimCal Reality

  • Email from Andrew Murstein to Stephen Hodges sent on May 21, 2025: “We value your input, and we’ve always endeavored to be responsive and accessible. We will continue to be available to listen to your concerns and discuss your suggestions for improving the business, and we think those discussions have proven to be more productive than letter writing.”
  • BIMIZCI has provided Medallion with detailed suggestions on improvements that are industry standard/common-sense. Medallion, we believe, in a desperate attempt to maintain control, avoid accountability and avoid scrutiny by external parties - has ignored them all and never engaged.
  • MFIN’s consumer finance business is an indirect origination platform with outsourced servicing and collections. It is probably the easiest business to understand.
24

Medallion Claims vs. Reality


Medallion Claims

Despite operating under the guise of unending 'improvements' and misguided operational 'changes', we believe that Mr. Hodges' constant pursuit of a profitable exit to his debt investment coupled with his consistent failure to fundamentally understand our business, pose a threat to our current growth trajectory.

ZimCal Reality

  • Email from Stephen Hodges to Andrew Murstein sent on May 21, 2025: “Part of the purpose for the call was to see if a potential future preferred or common equity investment by us (which would be conditional on certain best practices governance changes and board representation) would make sense.”
  • Email to Andrew Murstein sent April 17, 2026: To be very clear (this is primarily directed at Andrew Murstein) any future conversion... of our existing investment from debt to equity, if desirable and a value-add for MFIN, would be structured with a ‘lock-up’. We are not looking to convert and trade. Rather, we believe that with the right improvements, MFIN stock could materially appreciate, even as that also exposes us to downside risk in the stock price.”
25

Medallion Claims vs. Reality


Medallion Claims

Mr. Hodges... continues to peddle false claims.

ZimCal now points to quarterly net income while ignoring the impact of non-recurring equity investment gains.

ZimCal's current attacks on charge-offs and Strategic Partnerships again omit basic context: Medallion's loan book has grown materially, consumer charge-offs are rising across the broader market, Strategic Partnership loans are held for only short periods and the program represented just $11 million of the total loan portfolio as of 1Q2026.

ZimCal Reality

  • This statement is ironic coming from a Company and CEO under permanent federal injunctions at the end of a multi-year SEC fraud lawsuit. Mr. Hodges has repeatedly asked Medallion and Mr. Murstein to correct any citations or calculations it deemed to be inaccurate. Medallion never did.
  • Mr. Hodges has consistently highlighted earnings distortion from one-time non-recurring items (like gains on equity sales or taxi medallion recoveries). From his May 13, 2026 stockholder letter - “Medallion showed a profit of $43 million in 2025 but $17 million of it (after taxes) was due to unpredictable gains from selling stock. As expected, those stock gains disappeared in 1Q26 and Medallion’s 1Q26 profit of $5.0 million was its lowest quarterly profit since 3Q20.”
  • Medallion just confirmed that its Strategic Partnership is a non-factor to earnings despite being more than 50% of 2025 originations.
26

Medallion Claims vs. Reality


Medallion Claims

Apr 29, 2025: Hodges informed the Company that BIMIZCI was withdrawing its nominations.

Jun 12, 2025: Each of the Board's nominees was elected, receiving at least six times the favorable votes than the number of withholds.

ZimCal Reality

  • Medallion (as usual) omits the reason for our withdrawal which was communicated to MFIN’s lawyers on April 22, 2025: “[BIMIZCI] is considering postponing its proxy contest. This stems from ZimCal’s view that... a highly public proxy contest highlighting Medallion’s weaknesses and areas for improvement could result in a valuation drop that will help neither Medallion or our client’s investment. ZimCal would like to explore with Medallion in a meaningful fashion ways in which it may be able to assist Medallion... ZimCal has no interest in nor will it discuss or entertain any kind of pay-off or buyout of its positions, or indeed any other kind of quid pro quo in connection therewith. Rather, its message is the same and it is simple — Medallion has certain deficiencies in governance, management and business strategy and if it can fix or mitigate them, it will be far more valuable, as will ZimCal’s investments in the Company.”
27

Medallion Claims vs. Reality - the Truth is Clear


MEDALLION IS DESPERATE TO AVOID CHANGE - EVEN WHEN IT CLEARLY IS NECESSARY

  • Medallion’s press release and investor deck are riddled with inaccuracies and mis-statements. Most telling is their decision to attack our intentions, unsupported by the written record or the data. Instead MFIN relies on speculation. Stating, for example: ”Mr. Hodges primary motivation, we believe, is to convince Medallion to repurchase his debt” - despite explicit statements to the contrary, emails, press releases, white papers, offers to assist, etc.
  • Medallion, we believe, in a desperate attempt to both maintain control, avoid accountability and avoid scrutiny by external parties into the business - has ignored our common-sense, stockholder friendly suggestions and never meaningfully engaged.
  • As the written record shows, BIMIZCI has repeatedly and consistently pushed for improvements at MFIN and been forced to deflect repeated attempts by Andrew Murstein to “make us go away”.
  • The narrative that Medallion and its Board want you to believe about BIMIZCI’s motives is demonstrably false, evidenced by BIMIZCI: offering to invest more capital into MFIN; assisting with finding other capital partners; (to pre-empt the self-serving accusations) explicitly telling MFIN that we would be willing to convert our preferred securities to equity at market terms with market pricing AND with a lock-up but only if desirable for MFIN - we could continue. Reminiscent of Medallion’s attempts to minimize the SEC fraud charges, the narrative is blatantly false and easily disprovable.
28

MEDALLION'S FINANCIAL TRENDS ARE DISTURBING AND YET OUR RECOMMENDATIONS ARE DISMISSED

COMPETITION WILL ONLY INTENSIFY

29

Medallion's Financial Performance is Deteriorating


Seasonal Consumer Charge-offs in 2024 and 2025 were the highest since 2011
Line chart showing seasonal MFIN consumer net charge-off rates by quarter (1Q–4Q) for years 2021 through 2025. Charge-offs rise sharply: 2024 and 2025 lines reach 3.5% at 4Q, the highest since 2011. 2021 remains near zero.

Source: MFIN 10K/10Qs

View chart data
Net consumer charge-off rates by quarter. Source: MFIN 10K/10Qs
Quarter20212022202320242025
1Q1.0%0.6%2.4%3.5%3.5%
2Q(0.2%)0.5%1.6%2.5%2.8%
3Q(0.2%)1.2%2.3%2.7%2.6%
4Q0.5%1.7%3.3%3.6%3.4%
Charge-offs Are Bad, Even Relative to Broad Consumer Credit Categories
Line chart comparing MFIN Consumer net charge-offs against FDIC consumer credit categories (Credit Card, Other Consumer Loans, Auto Loan) from 2019 through 2025. MFIN charge-offs converge toward credit card charge-off levels by 2024–2025.

Source: MFIN 10Ks, FDIC Quarterly Bank Performance Report. Represents over $2 trillion in consumer loans.

View chart data
Net charge-off rates by FDIC category. Source: MFIN 10Ks, FDIC Quarterly Bank Performance Report
YearMFIN ConsumerCredit CardOther Consumer (incl. Auto)Auto Loan
D-192.1%3.9%0.9%0.8%
D-201.5%3.5%0.7%0.6%
D-210.2%2.2%0.4%0.2%
D-221.0%2.1%0.6%0.6%
D-232.4%3.6%1.0%1.0%
D-243.1%4.6%1.2%1.2%
D-253.0%4.3%1.3%1.0%
  • Lenders live and die by credit quality - credit issues in the taxi medallion portfolio are what led to MFIN's near-collapse.
  • Medallion's consumer credit quality is deteriorating. Consumer is 95% of loan balances. The Recreation segment is performing the worst with $582 million in subprime loans (1Q26) and 4% charge-offs (2025), a 16-year Recreation high.
  • Consumer loans have low monthly payments (~$22,000 avg. balance, 14+ yr term) yet the Company is still seeing heightened charge-offs.
  • We see that MFIN's charge-off trends are more comparable to unsecured credit cards – the riskiest type of consumer loans.
30

Medallion's Segment Results Show the True Decline in Consumer


BIMIZCI Segment Reallocation — Annual 12/31/25 ($000s). Source: MFIN 2025 10K
AnnualAnnualAnnualAnnualAnnualAnnual
12/31/25
Recreation
12/31/25
Home Improvement
12/31/25
Commercial Lending
12/31/25
Taxi Medallion Lending
12/31/25
Corp. & Other
12/31/25
Consolidated
Total interest income209,32180,62415,904432306,281
Total interest expense51,96628,9314,8247385,794
Allocated Corporate Net Interest Income(2,237)(1,158)(175)(2)(22)(3,594)
Net Interest Income155,11850,53510,905357(22)216,893
Provision for loan losses73,90810,1819,027(3,294)89,822
Allocated Provision for Loan Losses000000
Income Before Non-Interest Expense81,21040,3541,8783,651(22)127,071
Other income (loss)1,9371225,2494,67131,869
Other expenses(40,567)(19,246)(6,201)(3,647)(69,661)
Allocated Corporate Overhead(5,847)(3,027)(457)(6)(57)(9,394)
Other income/expenses (net)(44,477)(22,261)18,5911,018(57)(47,186)
Net income (loss) before taxes36,73218,09220,4694,669(78)79,885
Income tax (provision) benefit(11,286)(5,559)(6,289)(1,435)24(24,544)
Net Income (loss)25,44712,53414,1803,235(54)55,341
Total NCI/Preferred Equity Dividend (Bank)5,4672,8304275538,782
Redemption of NCI Preferred Equity2,1881,1331712213,515
Net Income (loss) after NCI17,7928,57113,5823,227(128)43,044
Net Income (loss) BEFORE NCI (As Reported)31,04715,43314,6043,239(8,982)55,341
ROAA (as reported)2.05%1.94%12.80%0.00%N/A1.93%
ROAA (adj.)0.98%0.91%9.59%182.96%N/A1.48%
ROAE (as reported)12.00%11.36%76.06%0.00%N/A11.06%
ROAE (adj.)7.34%6.83%71.73%1368.21%N/A11.05%
Average Assets (as reported)1,523,351803,848110,9305,451468,4562,912,035
Average Assets (adj.)1,812,653938,479141,6111,76417,5282,912,035
  • MFIN does not allocate corporate assets or high corporate overhead to its business lines when it reports segment results.
  • We have done so - using segment loan average balances as a proxy for proportional expense allocation.
  • For example, MFIN reported $31 million in Recreation Net Income in 2025. When you allocate proportional corporate overhead and the preferred dividend, that number drops to $17.8 million.
  • Recreation ROAE drops to 7.34% from an already weak reported 12%.
  • This is, necessarily, our best estimate but we believe it to be accurate.
  • It illustrates how the consumer segment is struggling and also shows the outsized impact on 2025 net income due to gains on stock sales in the commercial business.

Source: MFIN 2025 10K

31

The Strategic Partnership Business is Likely Losing Money


Strategic Partnership Originations vs. Interest and Fee Income from the Program

$771.6M in originations against $5.4M in interest and fee income.

Two bar charts side by side. Left shows Strategic Partnership originations: ~$207M in 12/31/24, ~$771.6M in 12/31/25. Right shows revenue: near zero in both periods, ~$5.4M in 12/31/25.

Source: MFIN 2024 and 2025 10K

  • The Strategic Partnership (Banking-as-a-service) is touted and highlighted by MFIN.
  • In reality, despite making up 51% of loan volume in 2025, it resulted in a minuscule amount of revenues.
  • MFIN made only $5.4 million in interest and fee income in 2025 (less than it paid its CEO).
  • After allocating operating expenses and interest expense, we believe the business line is losing money.
  • If it were making money, Medallion would have certainly broken out its results rather than aggregating them under "Corporate and Other".
  • We believe this represents a poor capital and resource allocation choice.
  • Banking-as-a-service further commoditizes bank balance sheets with large bank incumbents already dominating funding (WebBank and Cross River Bank).
32

Tangible Book Value Reflects Market Skepticism


Stock Price to Tangible Book Value (reported at YE except 1Q26)
Dual-axis line chart showing MFIN stock price (blue, left axis $0–$16) and Price/Tangible Book Value multiple (red, right axis 0.0x–4.5x) from December 2013 through 1Q26. Stock price starts at $14.35, falls to ~$3 in 2016–2017, recovers to ~$10 by 2024, ends at $8.56. P/TBV starts at 1.32x, spikes to ~4.0x in 2020 after TBV collapse, then declines to 0.80x at 1Q26.

Source: S&P Capital IQ

View chart data
MFIN Stock Price and P/TBV (reported at YE except 1Q26). Source: S&P Capital IQ
YearStock PriceP/TBV
D-13$14.351.32x
D-14$10.010.91x
D-15$7.040.66x
D-16$3.020.41x
D-17$3.530.50x
D-18$4.941.97x
D-19$7.272.96x
D-20$4.904.06x
D-21$5.801.27x
D-22$6.971.23x
D-23$9.851.29x
D-24$9.391.04x
D-25$10.290.97x
1Q26$8.560.80x
  • Commercial segment gains on equity sales contributed $17 million (after taxes) of MFIN's $43 million in profit in 2025. As long as earnings remain "noisy" and the bulk of MFIN's balance sheet/revenue driver – consumer loans – are showing declining ROA and ROE, then valuation multiples will not improve.
  • MFIN P/TBV was a lowly 0.80x at 1Q26 - the lowest since 2020 (i.e. the market thinks assets are over-valued).
  • This follows the same historical pattern of MFIN relying on unpredictable gains or recoveries to boost earnings. Historically this also included the discontinued taxi medallion business line. What is unfortunate is that these have contributed more to bonus compensation than the core consumer category despite being discounted by the market for valuation purposes.
33

Earnings Could be Materially Higher With Basic Operating Improvements


2025 Pro Forma Earnings with Easily Achievable Operating Expense Reductions

2025 Pro Forma earnings would have been 37% ($14.6 million) higher in 2025 with common-sense cuts BIMIZCI has identified. The biggest impact? Executive compensation.

Waterfall bar chart showing 2025 Pro Forma earnings adjustments. Starts with Core Net Income (Ex. Taxi) at ~$39M, adds Total Executive Compensation Adjustments (~$9M), Professional Fee Reduction (~$3M), Inhouse Servicing/Collections Reduction (~$5M), Lease Expense Reduction (~$2M), Personnel Efficiencies (~$2M), subtracts Tax Impact of Cost Savings, arriving at Adj. Core Net Income of ~$54M. Dashed reference line at ~$40M shows actual reported level.
  • There are numerous operating expense cuts we have identified. The largest is to executive compensation.
  • Applying similar cost cuts across the last 5 years would have realized an estimated $62 million in additional Pro Forma profit.
  • We estimate that the "distrust" discount and performance declines contribute approximately 80/20 to MFIN's current valuation discount.
  • An immediate P/TBV multiple boost to 1.25x-1.35x (equivalent to well run FDIC-insured peer lenders) is easily achievable with governance/leadership improvements and a well articulated technology, growth, and revenue diversification strategy.
  • We believe this would represent an immediate stock increase to $13-$14/share before operational efficiencies.
34

Medallion's Financial Performance is Deteriorating


In April 2026, the Small Business Administration ("SBA") declared an event of default on $73.5 million of subsidiary debentures, finding the Medallion Capital subsidiary lacked a "qualified management team."

Commercial Loan Balances: $123 million

Commercial Non-Performing Loans: $24.7 million

  • Medallion’s commercial segment non-performing loans have averaged over 20% of segment loan balances over the last 12 months.
  • This is comparable to the worst performing loan segments for US bank lenders during the Global Financial Crisis.

Source: MFIN 2025 10K and FDIC Quarterly Banking Profile 2008–2009 — Credit Quality Detail

35

Impact of Discontinued Business and Pro Forma Expense Reductions


Impact of Discontinued Business and Pro Forma Expense Reductions ($000s)
Annual
10K
Annual
10K
Annual
10K
Annual
10K
Annual
10K
Annual
10K
12/31/2012/31/2112/31/2212/31/2312/31/2412/31/25
Total Interest Income144,962158,966196,621251,040290,702315,320
Total Interest Expense34,15131,14036,18562,94688,16798,427
Net Interest Income110,811127,826160,436188,094202,535216,893
Loan Loss Provision69,8174,62230,05937,81076,50289,822
Income Before Non-Interest Expense40,994123,204130,377150,284126,033127,071
Total Other Income (Loss)(5,936)31,5669,52611,32011,33037,993
Total Operating (Non-Interest) Expenses72,03972,89972,05375,56874,42785,179
Pre-Tax Operating Income(36,981)81,87167,85086,03662,93679,885
Income tax provision (benefit)(10,074)24,21717,96324,91021,01124,544
Total NCI/Preferred Equity Dividend (Bank)7,8763,5466,0476,0476,0478,782
Net Income(34,783)54,10843,84055,07935,87843,044
ACL Reversal due to Loans to/from HFI0000(3,900)2,600
Less: Taxi Medallion Specific Recoveries42,281(6,937)(6,302)(26,316)(6,035)(3,294)
Plus: Write-down of Taxi Medallions in Foreclosure24,5235,7746577454100
Less: Gains on sales of Taxi Medallions(1,019)(1,788)(5,448)(4,992)(1,293)(4,632)
Plus: Tax Impact Reversal(17,921)5892,9018,6453,6581,654
Eliminate Non-Core/Non-Recurring47,864(2,362)(8,192)(21,918)(7,160)(3,672)
Core Net Income (Ex. Taxi, Non-Recur)13,08151,74635,64833,16128,71839,372
Expense Adjustments
Total Executive Compensation Adjustments2,8575,8436,47811,1848,7899,427
Professional Fee Reduction3,0473117,05488602,505
Lease Expense Reduction1,8001,8001,8001,8001,8001,800
Personnel Efficiencies (Non C-Suite)1,1031,1251,0451,1061,2652,799
Total Operating Cost Savings (Before Taxes)8,8079,07916,37814,97611,85416,531
Tax Impact of Cost Savings(2,399)(2,685)(4,336)(4,336)(3,957)(5,079)
Total Operating Cost Savings (AT)6,4086,39312,04210,6407,89711,452
Additional Operating Expenses (AT)(909)(880)(919)(888)(839)(866)
Adjusted Net Income18,58057,25946,77142,91335,77649,957
Savings as % Net Income34%11%26%25%22%23%
  • Derived from MFIN's 10Ks.
  • Shows the impact of taxi medallion recoveries.
  • ALSO shows the impact of Pro Forma expense reductions.
  • Estimated impact of taxi medallion recoveries which artificially boosted earnings 2022-2025 = $40 million (23% of earnings)
  • Estimated impact of operating cost savings 2022-2025 = $42 million (or 20% increase in current market cap)

Source: MFIN 2020-2025 10Ks

36

Continued in Full PDF



This HTML version reproduces slides 1 through 36 of the updated 54-page presentation. The remaining slides cover the existing board incumbents' lack of independence, why Medallion is desperate to keep BIMIZCI out, instances where they saw it coming, and BIMIZCI's nominee qualifications versus the incumbent gaps. View the complete presentation (54 pages) (opens in a new tab).