Medallion Financial (NASDAQ: MFIN) faces BIMIZCI proxy fight; three director nominees

Rhea-AI Filing Summary

BIMIZCI Fund LLC and affiliated holders announced a proxy solicitation to elect three independent nominees to Medallion Financial Corp.'s board. BIMIZCI states it owns $15,000,000 par value of the Company's trust preferred securities and 500,205 shares of common stock and is soliciting proxies for its BLUE proxy card for the June 9, 2026 annual meeting. The filing and press release cite concerns about financial performance, executive compensation, board composition and tenure, a May 30, 2025 SEC final judgment involving the CEO, and provisions in governing documents.

Insights

Corporate Governance Specialist

Proxy contest seeks board change using sizeable minority stake and trust securities ownership.

BIMIZCI discloses ownership of 500,205 shares and $15,000,000 par value of trust preferred securities and has nominated three directors for the June 9, 2026 meeting. The filing lists governance and compensation concerns and references a May 30, 2025 SEC final judgment involving the CEO.

The challenge's success depends on vote outcomes, other holders' responses, and any broker non-votes. Subsequent definitive proxy materials and voting results will clarify whether the nominees are elected.

Investor Relations Analyst

Activist solicitation may increase governance scrutiny and shareholder outreach ahead of the annual meeting.

BIMIZCI has publicly directed shareholders to a campaign site and retained a proxy solicitor, indicating a coordinated outreach effort. The filing notes specific grievances: performance, compensation, board tenure, and entrenchment provisions.

The near-term items to watch are the Company’s response, any competing recommendations, and final vote tallies reported after the June 9, 2026 meeting.

Key Figures

Common shares owned: 500,205 shares Trust preferred par value: $15,000,000 Annual meeting date: June 9, 2026 +2 more

5 metrics

Common shares owned 500,205 shares disclosed ownership as of May 19, 2026

Trust preferred par value $15,000,000 par value of Company's trust preferred securities owned

Annual meeting date June 9, 2026 Company's annual meeting for which proxies are solicited

Press release date May 19, 2026 date BIMIZCI issued a press release announcing ownership and nominations

SEC final judgment referenced May 30, 2025 date of SEC final judgment mentioned in BIMIZCI's reasons

Key Terms

proxy card, trust preferred securities, Schedule 14A

3 terms

proxy card financial

"soliciting proxies on its BLUE proxy card in support of its three independent director nominees"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

trust preferred securities financial

"owns 500,205 shares of Medallion Financial Corp. common stock and $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.

Schedule 14A regulatory

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

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

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

On May 19, 2026, BIMIZCI Fund LLC, together with Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, "BIMIZCI"), issued a press release announcing that it owns 500,205 shares of Medallion Financial Corp. (NASDAQ: MFIN) common stock and $15 million par value of the Company's trust preferred securities, and 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. The release describes BIMIZCI's reasons for the solicitation, including the Company's deteriorating financial performance, executive compensation levels, board composition and tenure, the May 30, 2025 SEC Final Judgment against the Company's current Chief Executive Officer, and what BIMIZCI characterizes as entrenchment provisions in the Company's governing documents. Stockholders are directed to www.restoretheshine.com and to BIMIZCI's proxy solicitor, Sodali & Co LLC. 

https://www.businesswire.com/news/home/20260519045898/en/BIMIZCI-Crosses-500000-Share-Threshold-Nominates-Three-Directors-at-Medallion-Financial-Cites-Deteriorating-Performance-and-Federal-Securities-Fraud-Judgment

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.

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FAQ

What stake does BIMIZCI hold in Medallion Financial (MFIN)?

BIMIZCI reports ownership of 500,205 shares of common stock and $15,000,000 par value of trust preferred securities. The filing states these positions as the basis for its proxy solicitation ahead of the June 9, 2026 annual meeting.

Who are BIMIZCI's director nominees for MFIN's board?

BIMIZCI has nominated three individuals: Eric Kelly, John Kiernan, and Timothy Shanahan. The nominees are proposed as independent directors on the BLUE proxy card for the June 9, 2026 annual meeting.

What reasons does BIMIZCI give for the solicitation?

The filing cites concerns about the Company's deteriorating financial performance, executive compensation levels, board composition and tenure, alleged entrenchment provisions, and references a May 30, 2025 SEC final judgment involving the CEO.

How can shareholders obtain BIMIZCI's proxy materials?

Shareholders can obtain a free copy of BIMIZCI's definitive proxy statement and proxy card at www.sec.gov or request materials from proxy solicitor Sodali & Co LLC by phone or email as provided in the filing.