Triad Business Bank Checks the M&F Board’s Math, Shows Its Work, and Asks Shareholders the Obvious Question: Why Kill a Bank to Save It?

The proposed combination would give M&F shareholders about 47 to 50 percent ownership of a $1.0 billion institution.

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The full case to M&F Bancorp’s shareholders, published today: 138 pages, every figure sourced to M&F’s own documents, and four questions the Board has not answered before the November 4 vote.

GREENSBORO, N.C.--(BUSINESS WIRE)-- Triad Business Bank (OTCID: TBBC) today published “The Shareholder’s Perspective,” a 138-page presentation on M&F Bancorp, Inc.’s proposed sale to Optus and the alternative Triad has placed before M&F’s Board four times since August. It is available at triadbusinessbank.com/investor and at otcmarkets.com/stock/TBBC/overview.

“The agreement the Board signed lets it engage with a proposal at any time before the shareholder meeting, and the meeting is now November 4,” said Jonathan Lee Kelly, a director of Triad. “The Board set its own deadline of October 16, declared the matter closed, and then moved the meeting before telling its shareholders about our offer. A board cannot tell its shareholders it knows a bidder’s best and final offer when it has never met the bidder. The door is in Section 5.08(b) of the Board’s own agreement, and it is still open.”

“We wrote this for the shareholders who own the bank, so they can preserve M&F for the people who bank with it, work in it, and live in the state that has had it for 119 years,” Mr. Kelly said. “When you look at the numbers, the Board’s math doesn’t add up. And to what has been said about Triad along the way, Nehemiah had the answer when the letters came to stop the work on the wall: ‘No such things as you say have been done.’ Then he asked for strength for his hands and went back to work. So have we, with more than a hundred pages making the case that M&F is not worth more dead than alive.”

For shareholders: isn’t that my money?

On October 22, M&F repurchased its $80 million of Series E preferred stock from the Treasury, with its own funds, at the discount it earned through fourteen quarters of qualified lending. That gain, about $27 a share, belongs to M&F’s shareholders. It was theirs before any deal and it is theirs if there is no deal. Four days later the Board told shareholders the Optus price had become “up to $53.30.” It had not changed. The $6.73 that moved from “contingent” to “at closing” was the same $6.73 the agreement has always carried, now funded by the owners’ own gain. Optus has not added a dollar since July 21.

What is left is a price of “up to” $53.30, still subject to reduction, for a bank whose capital alone, at M&F’s own adviser’s multiples, is worth about $51 a share. That is roughly two dollars for a 119-year-old charter, a 1907 name, $364 million of deposits at the cheapest cost in its peer group, and the earnings a lending bank earns. The Board calls that a premium. Shareholders are entitled to ask what, exactly, they are being paid for.

For customers: why is my bank’s decision-making moving to Columbia?

Under the Optus agreement M&F Bank is merged into Optus Bank on the day the deal closes and “will cease to be an independent bank” (proxy pages 6 and 44). The lending decisions for Durham, Raleigh, Charlotte, Greensboro and Winston-Salem are made in Columbia, South Carolina, by a bank that, after paying about $103 million out the door at closing, could lend less to any one borrower than M&F Bank can lend today. A church building affordable housing, a university building a dormitory, a business owner buying the business she has run for twenty years: each of them will be asking a bank with a smaller legal lending limit, farther away, for a decision it used to get in North Carolina.

For employees: why aren’t we building the next 119 years?

The people who work at M&F are being asked to carry a name that becomes “a division of Optus Bank” for two years and then nothing is promised. With Triad, the charter, the name, the Durham headquarters and the jobs that go with a headquarters stay; the bank’s $158 million of securities goes to work as loans; and the plan is to build the first African-American minority depository institution above $2 billion in assets, headquartered in Durham, under a board written into the charter to answer to Durham. One path asks employees to manage a wind-down with a grace period. The other asks them to build something their grandchildren will bank with.

For North Carolina: do we have to lose another one?

North Carolina has watched this before. North Carolina Mutual, founded on Parrish Street in 1898, was the largest Black-owned insurance company in America for most of a century, and it is gone. M&F Bank is the only African-American minority depository institution left in the state. The Optus agreement moves its capital, its decisions and its charter across the state line. Triad’s proposal keeps all three in Durham and keeps the bank an African-American MDI by board and by community. The question for the state is the question for everyone: are we really going to sit and watch this happen again, after losing North Carolina Mutual?

What the presentation shows

The presentation sets out, with sources, what a selling board does to get the best price and where this process departed from it: no market check before signing; no meeting with the only other bidder across four written proposals; no Notice of Superior Proposal sent, though the agreement gives the Board that lever; a fairness opinion dated July 21 that by its terms is not updated, relied on in October against facts it never considered; a payment to management and directors approved in January 2026 that was not submitted to shareholders; and a supplement that tells shareholders support is “overwhelming” when the vote was not obtained on October 7, the meeting was adjourned again on October 20, and the certified count, as a share of all outstanding shares, has not been disclosed.

It also sets out what Triad proposes, in the published terms: $53.50 in cash, fixed at closing, for up to 25 percent of the shares, or 1.25 shares of a combined company for every other share; M&F shareholders owning about 47 to 50 percent of a $1.0 billion institution; M&F Bank keeping its charter, name and headquarters; Mr. Sills remaining in his current role; a majority African-American board by charter and by-law; and a Nasdaq listing targeted within twelve months. On Triad’s plan, 1.25 shares are worth about $61 at closing at 1.6 times tangible book, rising with the lending the plan is built to do; those figures are illustrations on stated assumptions, not forecasts, and the basis of each is in the presentation.

Before November 4

Triad takes no position on how any shareholder should vote, other than that shareholders are entitled to the material information needed to understand the value of their shares before they do. That means the certified count from October 7 and October 20 as a share of all outstanding shares; a bring-down of the July opinion that compares the two proposals as published; the Board’s answer on who received the January payment and when; and a conversation with the only other bidder. Don’t vote until you have the material information to understand the economic value of your shares.

“Nobody on M&F’s Board has to have been wrong,” Mr. Kelly said. “They signed in July on July’s facts. October’s facts are different, and the owners’ own money is now in the price. We were here on October 7, we were here on October 20, and we will be here on November 4. The light is on. You don’t kill a bank to save it.”

About Triad Business Bank

Triad Business Bank is a North Carolina-chartered commercial bank headquartered in Greensboro, with approximately $536 million in assets at June 30, 2026, serving businesses, professionals and the communities of the Piedmont Triad and the I-40/I-85 corridor. Its common stock trades under the symbol TBBC.

Important information

Triad’s proposal (Proposal Four, published October 8, 2026, with supporting material revised October 26, 2026) is a non-binding indication of interest. M&F’s Board has stated that it does not consider it a superior proposal; Triad has not withdrawn it, and Triad may revise or supplement its proposal at any time. There can be no assurance that M&F’s Board will engage, that a definitive agreement will be reached, or that any transaction will be completed, and any transaction would require a definitive agreement and shareholder and regulatory approvals, including confirmation of MDI and CDFI status with the relevant agencies. This release and the presentation are not an offer to sell or a solicitation of an offer to buy any security, are not a proxy solicitation, and do not advise any M&F shareholder how to vote. Triad holds no shares of M&F, owes no obligation to M&F, and does not make this release on behalf of any shareholder. Statements about M&F are drawn from its public filings, releases and call reports, including its proxy statement dated September 1, 2026, its proxy supplements of September 30 and October 26, 2026, its Agreement and Plan of Merger dated July 21, 2026, its 2023 and 2025 Annual Reports and its results releases; Triad has had no access to non-public information of M&F. Per-share figures are on 1,936,958 shares; the Series E gain per share uses the figures M&F has disclosed and will move if the repurchase price differs. Lending-limit figures are 15 percent of Tier 1 plus Tier 2 capital as implied by June 30, 2026 call-report ratios, after the cash consideration in each transaction and before purchase accounting, transaction costs and any capital contributed to the banks. Value figures for the combined company are illustrations on the stated assumptions of Triad’s published plan and are not forecasts, price targets or fairness opinions. The full terms, the presentation and the basis of every figure are at triadbusinessbank.com/investor.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261027405004/en/

Jonathan Lee Kelly, Director, Triad Business Bank · +1 617 642 3186 · info@triadbusinessbank.com

Source: Triad Business Bank