Medallion Financial agrees to $11.0M preferred buyback
The agreement includes a five-year standstill and a December 31, 2026 deadline for the Investor Parties to dispose of remaining Medallion shares.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Medallion Financial Corp. (MFIN) agreed to repurchase from BIMIZCI Fund LLC trust preferred securities of Medallion Financing Trust I with a $15.0 million liquidation amount for an aggregate cash purchase price of $11.049 million, equal to 73.66% of face value, plus accrued but unpaid distributions. Closing is subject to customary conditions and is expected within thirty days. Medallion says it will record a gain in the fourth quarter of 2026 based on the difference between the securities’ $15.0 million carrying value and the cost to acquire them.
BIMIZCI Fund LLC and ZimCal Asset Management LLC also agreed to a five-year standstill prohibiting proxy solicitation or other campaigns against Medallion, and to dispose of any remaining Medallion common shares by December 31, 2026. Medallion reported approximately $84.7 million in buybacks and dividends since 2022, including approximately $23.6 million returned in the current year.
1 point · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.A fourth-quarter 2026 gain is expected from TruPS with a $15.0 million carrying value.
Negative
- None.
Filing Explained
Medallion Financial agreed to repurchase
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
TruPS liquidation amount: $15.0 million
Aggregate cash purchase price: $11.049 million
Purchase price as a percentage of face value: 73.66%
+5 more
8 metrics
TruPS liquidation amount
$15.0 million
Trust preferred securities being repurchased
Aggregate cash purchase price
$11.049 million
Plus accrued but unpaid distributions
Purchase price as a percentage of face value
73.66%
Price for the TruPS
Standstill period
Five years
Agreement with the Investor Parties
Deadline to dispose of remaining common shares
December 31, 2026
Investor Parties’ agreed deadline
Combined capital return
Approximately $84.7 million
Common-stock repurchases and dividends since 2022
Common-stock repurchases
$40.6 million
Since 2022
Dividends
$44.1 million
Since 2022
Key Terms
trust preferred securities, liquidation amount, standstill, accretive
4 terms
trust preferred securities financial
"repurchase from BIMIZCI trust preferred securities"
Trust preferred securities are a hybrid investment that blends features of bonds and stocks: an issuing company places assets into a separate trust which sells these securities and passes regular payments to holders much like bond interest. They can behave like equity for regulatory or accounting purposes while still offering a fixed-income stream, so they matter to investors because they carry higher income than plain bonds but also higher risk and potential sensitivity to issuer capital and credit moves.
liquidation amount financial
"having a liquidation amount of $15,000,000"
The liquidation amount is the cash value realized and payable when an asset, business, or investment is sold off or formally wound up, after paying selling costs and higher-priority claims such as secured creditors and administrative expenses. It matters to investors because it determines how much money different claimants—bondholders, preferred and common shareholders—actually receive in a shutdown or sale, acting like the proceeds left after paying off a mortgage and closing costs on a sold house.
standstill financial
"agreed to a five-year standstill"
A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.
accretive financial
"expected to be immediately accretive"
"Accretive" describes a situation where a financial action, such as a purchase or investment, increases the value or earnings of a company. For investors, it signals that the move is likely to boost profitability and overall worth, much like adding a beneficial ingredient to a recipe that enhances the final taste. An accretive decision is generally seen as positive because it contributes to growth and financial health.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is Medallion Financial paying for the TruPS?
Medallion agreed to repurchase trust preferred securities with a $15.0 million liquidation amount for $11.049 million, plus accrued but unpaid distributions. The announced price equals 73.66% of face value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d)of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
(Address of Principal Executive Offices) (Zip Code)
(212 ) 328-2100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On October 16, 2026, Medallion Financial Corp. (the “Company”)
entered into a Purchase and Settlement Agreement (the “Purchase Agreement”) with BIMIZCI Fund LLC (“BIMIZCI”) and ZimCal Asset Management LLC (“ZimCal” and, together with BIMIZCI, the “Investor Parties”).
Pursuant to the Purchase Agreement, the Company has agreed to purchase from BIMIZCI trust preferred securities of Medallion Financing Trust I having
a liquidation amount of $15,000,000 (the “Trust Preferred Securities”) for an aggregate cash purchase price equal to $11,049,000, plus accrued but unpaid
distributions on the Trust Preferred Securities. The closing of the repurchase is subject to customary closing conditions.
The Purchase Agreement further provides, among other things, that:
| • |
The Investor Parties shall be subject to customary standstill restrictions until October 16, 2031 (the “Standstill
Period”), including, among other things, restrictions on initiating proxy contests or conducting proxy solicitations, acquiring any securities, voting rights or indebtedness of the Company and its subsidiaries, or making or
assisting in transaction proposals, subject to certain exceptions.
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During the Standstill Period, the Company and the Investor Parties shall not threaten, institute, solicit, join, or knowingly encourage or assist a lawsuit against the other party, subject to
certain exceptions.
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Until October 16, 2028, the Company and the Investor Parties shall not make public or certain private statements that disparage, defame, slander, or constitute a knowingly false statement of
material fact regarding the other party or its representatives, subject to certain exceptions.
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| • |
The Investor Parties have also agreed to sell, transfer, and otherwise dispose of all securities of the Company, including shares of the Company’s common stock, that are beneficially owned by the
Investor Parties or any of their respective affiliates, associates, and investor principals by no later than December 31, 2026.
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The Purchase Agreement provides that if any party initiates a legal proceeding arising out of or relating to the Purchase Agreement, the prevailing party or person is entitled to recover reasonable
attorneys’ fees and costs incurred in connection with such legal proceeding from the non-prevailing party or person, with the prevailing party or person being determined as set forth in the Purchase Agreement.
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In addition to the liability of the Investor Parties for breaches of the Purchase Agreement, the Purchase Agreement further provides that a related person of the Investor Parties may be subject to
monetary damages or equitable relief in connection with certain potential breaches of certain provisions of the Purchase Agreement, including the standstill, non-disparagement, and litigation covenants, by certain related persons of the
Investor Parties, subject to limitations set forth in the Purchase Agreement.
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The Purchase Agreement will remain in effect until the end of the Standstill Period. In addition, certain obligations of each party will terminate upon an uncured material breach of certain
provisions of the Purchase Agreement by the other party. If the closing of the acquisition of the Trust Preferred Securities has not occurred on or before the twentieth business day after the date of the Purchase Agreement, the Purchase
Agreement may be terminated by either party, subject to certain exceptions.
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The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure.
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On October 19, 2026, the Company issued a press release announcing the repurchase of the Trust Preferred Securities from BIMIZCI and its entry into the Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release
will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Purchase and Settlement Agreement, dated October 16, 2026, by and among Medallion Financial Corp., on the one hand, and, on the other hand, BIMIZCI
Fund LLC and ZimCal Asset Management LLC.
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99.1
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Press Release, dated October 19, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 19, 2026
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MEDALLION FINANCIAL CORP.
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By:
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/s/ Anthony N. Cutrone
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Name: Anthony N. Cutrone
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Title: Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDALLION FINANCIAL CORP. ANNOUNCES REPURCHASE OF TRUST PREFERRED SECURITIES AND SUCCESSFUL RESOLUTION WITH ZIMCAL
NEW YORK, NY – October 19, 2026 – Medallion Financial Corp. (NASDAQ: MFIN) (“Medallion” or the “Company”), a
specialty finance company that originates and services loans in various consumer and commercial industries, along with offering loan-origination services to fintech strategic partners, today announced that the Company has entered into a purchase
and settlement agreement (the “Purchase Agreement”) with BIMIZCI Fund LLC (“BIMIZCI”) and ZimCal Asset Management LLC (“ZimCal” and, together with BIMIZCI, the “Investor Parties”).
Pursuant to the Purchase Agreement, the Company has agreed to repurchase from BIMIZCI trust preferred securities (“TruPS”) with a liquidation amount of $15.0 million for 73.66% of face value. The Investor Parties have also agreed to a five-year standstill prohibiting any proxy solicitation or other
campaigns against the Company and to dispose of any remaining shares of Medallion common stock by December 31, 2026.
The agreed purchase price for the TruPS is $11.049 million, plus accumulated distributions through the date of the repurchase. The Company will record a gain from the
repurchase in the fourth quarter of 2026, representing the difference between the $15.0 million carrying value of the TruPS and the cost to acquire.
This repurchase is in addition to the Company’s significant return of capital to common shareholders. Since 2022, the Company has repurchased $40.6 million of common
stock and paid $44.1 million in dividends, for a combined capital return of approximately $84.7 million. This includes approximately $23.6 million returned to common shareholders through buybacks and dividends in the current year.
“This transaction is expected to be immediately accretive and delivers compelling value for our common shareholders,” said Andrew Murstein, President and CEO of
Medallion. “Together with our substantial capital-return program through dividends and buybacks, repurchasing nearly half of the Company’s outstanding TruPS at a meaningful discount demonstrates our confidence in the continued strength and
flexibility of our lending platform.”
“Our common stock recently traded at its highest level in approximately twelve years, returning to levels last seen before the rise of ride-sharing significantly
disrupted the taxi-medallion industry,” Murstein continued. “At the same time, we have reduced our net taxi-medallion-related assets to just 0.1% of total assets. We believe these milestones demonstrate the success of our transformation from a
company historically identified with taxi-medallion lending into a thriving diversified and growing specialty finance company.”
“We invested in Medallion because we believed the business had tremendous potential,” said Stephen Hodges, Founder of ZimCal Asset Management LLC. “Our recent
discussions with Medallion management were constructive and productive, and we reached a mutually acceptable resolution that we believe serves the interests of all stockholders and allows both parties to move forward. We wish the Company and its
stockholders well.”
The transaction is subject to customary closing conditions and is expected to close within thirty days. The Purchase Agreement will be filed with the U.S. Securities
and Exchange Commission as an exhibit to a Current Report on Form 8-K.
About Medallion Financial Corp.
Medallion Financial Corp. (NASDAQ: MFIN) and its subsidiaries originate and service a growing portfolio of consumer loans and mezzanine loans in various industries.
Key industries served include recreation (towable RVs and marine) and home improvement (swimming pools, replacement roofs, and windows). Medallion Financial Corp. is headquartered in New York City, New York, and its largest subsidiary, Medallion
Bank, is headquartered in Salt Lake City, Utah. For more information, please visit www.medallion.com.
Forward-Looking Statements
Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash
flow, net interest income and expenses, other expenses, earnings, growth and our growth strategy. These statements are often, but not always, made using words or phrases such as “will,” “expects,” “expected,” “believe” and “continue,” or the
negative versions of those words or other comparable words or phrases of a future or forward-looking nature. These statements relate to the consummation and anticipated financial effects of the TruPS repurchase and the Company’s future business and
financial prospects. Medallion’s actual results may differ significantly from the results discussed in such forward-looking statements. For example, statements about the effects of the current economy, including inflation, the risk of recession and
tariffs, as well as the Company’s operations, financial performance and prospects, constitute forward-looking statements and are subject to the risk that actual impacts may differ, possibly materially, from what is reflected in those statements due
to factors and future developments that are uncertain, unpredictable and, in many cases, beyond Medallion’s control. For a description of certain risks to which Medallion is or may be subject, please refer to the factors discussed under the heading
“Risk Factors” in Medallion’s 2025 Annual Report on Form 10-K.
Company Contact:
Investor Relations
InvestorRelations@medallion.com
212-328-2176
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