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  4. [8-K] MEDALLION FINANCIAL CORP Reports Material Event

Poulton retirement terms set at Medallion Financial (NASDAQ: MFIN)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Medallion Financial Corp. updated compensation arrangements for Donald S. Poulton in connection with his retirement as Chief Executive Officer of Medallion Bank effective June 30, 2026. On June 25, 2026, the Compensation Committee approved accelerated vesting of his remaining unvested restricted stock.

The Committee caused all 92,978 shares of unvested restricted stock held by Mr. Poulton to vest in full on June 25, 2026. It also determined that his move from employee to director of Medallion Bank will not be treated as a termination for his vested stock options, so their original expiration dates remain in place.

Additionally, the Committee approved Mr. Poulton’s eligibility for a discretionary annual cash bonus, with the actual bonus amount to be determined in the first quarter of 2027.

Positive

  • None.

Negative

  • None.

Insights

Routine retirement-related equity adjustments with preserved option terms.

The filing describes how Medallion Financial Corp. is handling equity awards as Donald S. Poulton retires as Medallion Bank’s CEO on June 30, 2026. The Compensation Committee accelerated vesting of 92,978 restricted shares and clarified option treatment as he becomes a director.

By stating that Poulton’s change from employee to director will not be considered a termination under the 2018 Equity Incentive Plan, his vested stock options keep their existing expiration dates. This avoids forced early exercise solely due to status change and reflects continuity of his relationship with the organization.

The Committee also approved eligibility for a discretionary annual cash bonus with the amount to be set in the first quarter of 2027. Overall, the actions look like standard retirement transition terms rather than a strategic shift, so the direct impact on shareholders appears limited based on the disclosed information.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Retirement effective date June 30, 2026 Retirement as Chief Executive Officer of Medallion Bank
Accelerated restricted shares 92,978 shares Unvested restricted stock vested in full on June 25, 2026
Vesting decision date June 25, 2026 Compensation Committee actions for Poulton’s retirement
Discretionary bonus timing First quarter 2027 Timing for determining Poulton’s discretionary annual cash bonus amount
accelerated vesting financial
"approved the accelerated vesting of Mr. Poulton’s shares of unvested restricted stock"
restricted stock financial
"Mr. Poulton’s 92,978 shares of unvested restricted stock vested in full"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
2018 Equity Incentive Plan financial
"under the terms of the Company’s 2018 Equity Incentive Plan, as amended"
discretionary annual cash bonus financial
"approved Mr. Poulton’s eligibility for a discretionary annual cash bonus"
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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): June 25, 2026

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

001-37747

(Commission File Number)

04-3291176

(IRS Employer Identification No.)

 

437 MADISON AVENUE, 38th Floor

NEW YORK, New York 10022

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MFIN

NASDAQ Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) In connection with Donald S. Poulton’s retirement, effective June 30, 2026, from his position as Chief Executive Officer of Medallion Bank, on June 25, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Medallion Financial Corp. (the “Company”) (i) approved the accelerated vesting of Mr. Poulton’s shares of unvested restricted stock, such that Mr. Poulton’s 92,978 shares of unvested restricted stock vested in full on June 25, 2026 and (ii) determined that Mr. Poulton’s change in status from an employee of Medallion Bank to a director on Medallion Bank's Board of Directors will not be deemed a termination under the terms of the Company’s 2018 Equity Incentive Plan, as amended, with respect to Mr. Poulton’s vested stock options, such that the applicable expiration dates will remain unchanged. Additionally, on June 25, 2026, the Committee approved Mr. Poulton’s eligibility for a discretionary annual cash bonus, the amount of which shall be determined in the first quarter of 2027.

 

2

SIGNATURE

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: June 26, 2026

MEDALLION FINANCIAL CORP.

 

 

By:

/s/ Anthony N. Cutrone

 

Name: Anthony N. Cutrone

 

Title: Chief Financial Officer

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change at Medallion Bank is described in the MFIN 8-K?

The filing states that Donald S. Poulton will retire as Chief Executive Officer of Medallion Bank effective June 30, 2026. After retiring as an employee, he will continue serving as a director on Medallion Bank’s Board of Directors under updated equity and bonus arrangements.

How many Medallion Financial (MFIN) restricted shares vested for Donald Poulton?

The Compensation Committee approved accelerated vesting of Donald Poulton’s 92,978 shares of unvested restricted stock. These shares vested in full on June 25, 2026, as part of the retirement-related compensation actions tied to his transition from CEO to board director at Medallion Bank.

What happens to Donald Poulton’s stock options after his Medallion Bank retirement?

The Committee determined that Poulton’s change from employee to director at Medallion Bank will not count as a termination under the 2018 Equity Incentive Plan. As a result, his vested stock options retain their existing expiration dates instead of expiring earlier due to his retirement.

Did Medallion Financial approve a cash bonus for Donald Poulton?

The filing explains that the Compensation Committee approved Donald Poulton’s eligibility for a discretionary annual cash bonus. The actual bonus amount has not yet been set and will be determined in the first quarter of 2027, after his retirement as Medallion Bank’s CEO.

Which Medallion Financial committee approved the changes for Donald Poulton?

The Compensation Committee of Medallion Financial Corp.’s Board of Directors approved the changes affecting Donald Poulton. On June 25, 2026, it authorized accelerated restricted stock vesting, confirmed stock option treatment, and granted eligibility for a discretionary annual cash bonus tied to his CEO retirement.

When will Donald Poulton’s discretionary bonus amount be decided at MFIN?

The filing indicates that Donald Poulton’s discretionary annual cash bonus amount will be determined in the first quarter of 2027. This timing follows his June 30, 2026 retirement as Chief Executive Officer of Medallion Bank and reflects standard committee review and award-setting practices.

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