BIMIZCI nominates directors at Medallion Financial (NASDAQ: MFIN) ahead of June meeting

Rhea-AI Filing Summary

BIMIZCI Fund LLC and affiliates nominate three directors and solicit proxies for Medallion Financial Corp. BIMIZCI filed an ISS governance presentation titled "Restoring the Shine to Medallion: A Focus on Governance Flaws" ahead of the June 9, 2026 annual meeting.

The presentation criticizes the company’s board composition, executive compensation versus peers, and financial trends, and outlines a six-pillar value plan and nominees' expertise. BIMIZCI reports holding 500,205 shares as of May 18, 2026 and $15 million par value of the company’s trust preferred securities. Stockholders are directed to vote at the provided microsite.

Insights

Activist Campaign Analyst

BIMIZCI has launched a targeted governance campaign and nominated three independent directors.

BIMIZCI’s filing and accompanying ISS deck present a governance-focused activist campaign ahead of the June 9, 2026 meeting, emphasizing board composition, compensation, and performance. The group states it holds 500,205 shares and $15 million par value of trust preferred securities, indicating a meaningful stake.

The campaign’s next material milestone is the annual meeting; subsequent disclosures will include the definitive proxy materials and final vote results. Cash‑flow treatment or planned transactions are not described in the excerpt.

Corporate Governance Specialist

The presentation frames governance and compensation as central campaign issues and proposes a six-pillar plan.

The filing highlights perceived governance flaws (a family-led board and compensation above peers) and promotes three nominees: Eric Kelly, John Kiernan, and Timothy Shanahan. It references an ISS presentation available at the listed URL and a blue proxy card solicitation.

Key dependencies include shareholder turnout at the June 9, 2026 meeting and proxy-solicitation efforts via Sodali & Co LLC; timing and vote outcome will determine whether the nominees join the board.

Key Figures

Shares held by BIMIZCI: 500,205 shares Trust preferred securities held: $15 million Annual meeting date: June 9, 2026 +1 more

4 metrics

Shares held by BIMIZCI 500,205 shares as of May 18, 2026

Trust preferred securities held $15 million par value of the Company's trust preferred securities

Annual meeting date June 9, 2026 Company annual meeting where nominees will be voted

Definitive proxy filed May 8, 2026 Schedule 14A definitive proxy statement filing date

Key Terms

definitive proxy statement, proxy solicitor, trust preferred securities

3 terms

definitive proxy statement regulatory

"BIMIZCI filed a definitive proxy statement under cover of Schedule 14A on May 8, 2026"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy solicitor financial

"Stockholders are directed... to BIMIZCI's proxy solicitor, Sodali & Co LLC"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

trust preferred securities financial

"also owns $15 million par value of the Company's 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant  ☐
Filed by a Party other than the Registrant  ☒
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12
MEDALLION FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)
BIMIZCI Fund LLC Warnke Investments LLC ZimCal Asset Management LLC Stephen Hodges Eric Kelly John Kiernan Timothy Shanahan
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
-with copies to-
			Peter D. Fetzer Foley & Lardner LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI  53202-5306 (414) 297-5596
Payment of Filing Fee (Check the appropriate box):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BIMIZCI FUND LLC

BIMIZCI Files ISS Governance Presentation

On May 20, 2026, BIMIZCI Fund LLC, together with Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, "BIMIZCI"), filed its ISS presentation, Restoring the Shine to Medallion Financial: A Focus on Governance Flaws, setting out the full governance, performance, and compensation case for change at Medallion Financial Corp (NASDAQ: MFIN) ahead of the June 9, 2026 Annual Meeting. The deck focuses on governance and details a family-led board that has not held management accountable, executive compensation well above peers given relative performance, and deteriorating financial trends. The deck then highlights BIMIZCI's nominees' expertise, including their operational and technological proficiency, and highlights a robust six-pillar plan to create value at MFIN. 

The deck can be viewed at https://restoretheshine.com/materials/bimizci-iss-governance-deck-2026. 

BIMIZCI is currently MFIN’s 4th largest institutional stockholder, holding 500,205 shares of common stock (as of May 18, 2026), and also owns $15 million par value of the Company's trust preferred securities.  BIMIZCI is soliciting proxies on its BLUE proxy card in support of its three independent director nominees, Eric Kelly, John Kiernan, and Timothy Shanahan, for election as Class III directors at the Company's June 9, 2026 Annual Meeting. Stockholders are directed to vote at https://restoretheshine.com/vote and to BIMIZCI's proxy solicitor, Sodali & Co LLC.

Important Information

BIMIZCI Fund LLC, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”) have nominated individuals as nominees to the board of directors of Medallion Financial Corp. (the “Company”) and intend to solicit votes for the election of those individuals, Eric Kelly, John Kiernan, and Timothy Shanahan as members of the Company’s board of directors (the “Nominees”).  BIMIZCI will send a definitive proxy statement, proxy card and related proxy materials to shareholders of the Company seeking their support of the Nominees at the Company’s 2026 annual meeting of stockholders.  Stockholders are urged to read the definitive proxy statement and proxy card because they contain important information about the Nominees, the Company and related matters.  Shareholders may obtain a free copy of the definitive proxy statement and 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.  Shareholders may also direct a request to Sodali & Co LLC, our proxy solicitor, 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, Warnke Investments LLC, ZimCal Asset Management LLC, Stephen Hodges, Eric Kelly, John Kiernan, and Timothy Shanahan.  The participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. BIMIZCI filed a definitive proxy statement under cover of Schedule 14A on May 8, 2026 (the “Definitive Proxy Statement”). Information regarding the participants and their interests is contained in the Definitive Proxy Statement.

1

FAQ

What change is BIMIZCI (MFIN) proposing?

BIMIZCI proposes electing three independent directors, Eric Kelly, John Kiernan, and Timothy Shanahan. The group filed an ISS presentation and is soliciting votes via a blue proxy card for the June 9, 2026 annual meeting.

How large is BIMIZCI’s stake in Medallion Financial (MFIN)?

BIMIZCI reports holding 500,205 shares of common stock as of May 18, 2026. The filing also discloses ownership of $15 million par value of the company’s trust preferred securities.

Where can shareholders review BIMIZCI’s presentation and vote?

The ISS presentation is posted at the provided microsite URL and shareholders are directed to vote at https://restoretheshine.com/vote. BIMIZCI also names Sodali & Co LLC as its proxy solicitor for assistance.

Has BIMIZCI filed formal proxy materials with the SEC?

Yes. BIMIZCI filed a definitive proxy statement under Schedule 14A on May 8, 2026 and indicates it will send a definitive proxy statement, proxy card, and related materials to shareholders in support of its nominees.

Who are the participants in BIMIZCI’s solicitation?

Participants named include BIMIZCI Fund LLC, Warnke Investments LLC, ZimCal Asset Management LLC, Stephen Hodges, and the three nominees: Eric Kelly, John Kiernan, and Timothy Shanahan. The filing states they may hold interests by owning shares.