Medallion Financial Corp. · NASDAQ:MFIN
Medallion Financial — Proxy Contest (June 2026)
34 slides from Medallion Financial's proxy contest presentation, Jun 4, 2026
Slide 1: Setting the Record Straight: Point-by-Point Rebuttal to Medallion Financial's False Statements
Setting the Record Straight: ZimCal’s and BIMIZCI’s Point-by-Point Rebuttal to Medallion Financial's False Statements FOCUSING ON DATA AND VERIFIABLE FACTS - NOT FICTION VOTE THE BLUE CARD
Slide 2: This presentation has been updated
This presentation has been updated. Slides 4-6 and 37-54, which address matters outside the scope of the rebuttal summary, have been omitted. 2
Slide 3: Disclaimer
Disclaimer Important Information BIMIZCI Fund LLC and its affiliates, Warnke Investments LLC, ZimCal Asset Management LLC, and Stephen Hodges (collectively, “BIMIZCI”), have nominated individuals as nominees to the Company’s board of directors and are soliciting votes for the election of those indiv
Slide 4: Why This Presentation Exists
Why This Presentation Exists Medallion Financial has repeatedly mischaracterized BIMIZCI's and ZimCal's motives and attacked Stephen Hodges' commitment to creating value for stakeholders rather than addressing the substance of BIMIZCI's concerns. Whether a reader credits Medallion's account or BIMIZ
Slide 5: Our Thesis - Medallion Needs to Make the Following Critical Changes
Our Thesis - Medallion Needs to Make the Following Critical Changes IMPROVE GOVERNANCE FOCUS ON TECHNOLOGY Refresh the Board with term limits, a retirement age, and annual elections. Hire a full-time CTO. Replace static underwriting with ML-based credit Cut the 75% supermajority to a simple majority
Slide 6: Contents
Contents 8 WHO ARE BIMIZCI, ZIMCAL AND STEPHEN HODGES? 11 MEDALLION CLAIMS VERSUS REALITY 28 MEDALLION’S FINANCIAL PERFORMANCE IS DETERIORATING 36 EXISTING BOARD INCUMBENTS LACK INDEPENDENCE 41 WHY MEDALLION IS DESPERATE TO KEEP US OUT 45 THEY SAW IT COMING 49 OUR NOMINEES, THEIR GAPS 8
Slide 7: Who are BIMIZCI, ZimCal and Stephen Hodges
Who are BIMIZCI, ZimCal and Stephen Hodges BIMIZCI Fund LLC is a joint venture between ZimCal Asset Management LLC (“ZimCal”) and the family office arm of Bay Haven Capital Inc (formerly Blackburn Investment Management, Inc). ZimCal is the managing member of BIMIZCI and was founded by Stephen Hodges
Slide 8: Who are BIMIZCI, ZimCal and Stephen Hodges
Who are BIMIZCI, ZimCal and Stephen Hodges WE ARE MEDALLION’S FOURTH LARGEST INSTITUTIONAL STOCKHOLDER (CAP IQ) $11.36M 500,250 Cash invested in MFIN securities Shares of MFIN stock As of May 27, 2026 BIMIZCI has been invested for over 5 years BIMIZCI purchased more MFIN stock in the market in the l
Slide 9: Who are BIMIZCI, ZimCal and Stephen Hodges
Who are BIMIZCI, ZimCal and Stephen Hodges THREE YEARS OF ENGAGEMENT TO HELP BOOST VALUATIONS We asked the Board to restructure itself and eliminate effective Murstein family control: 7 times across letters and emails from October 2023 through April 2026. We asked the Board to commission an independ
Slide 10: Medallion Claims Versus Reality
MEDALLION CLAIMS VERSUS REALITY FOCUSING ON DATA AND VERIFIABLE FACTS - NOT FICTION BY DESIGN, MEDALLION HAS MADE A RANGE OF FALSE STATEMENTS - WE WILL FOCUS ON THE MOST RELEVANT 12
Slide 11: Cherry-Picked TSR Start/End Dates
Medallion Cherry-Picked TSR Start/End Dates ACTUAL TOTAL SHAREHOLDER RETURN. LOWEST IN THE PEER GROUP. PERIOD MFIN PEERS RUSSELL 2000 KRE BANK 1 YEAR 5% 23% 44% 31% 3 YEAR 64% 95% 65% 84% 5 YEAR 26% 82% 31% 17% 10 YEAR 48% 276% 182% 122% 15 YEAR 83% 411% 297% 267% Measured through May 1, 2026. End o
Slide 12: Medallion is Oblivious to the Level of Technology Investment it Will Need
Medallion is Oblivious to the Level of Technology Investment it Will Need MEDALLION CLAIMS ZIMCAL REALITY “ Medallion does not seem to fully grasp the technology scale, 2022: Hired VP of Data Analytics and expanded the investment and strategic commitment required to compete in data science team; 202
Slide 13: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ The “period of value creation” presumably began after ” A Period of Historic Shareholder Value Creation Medallion’s tangible book value fell to less than $30 million (2020) and was only possible because Medallion had just completed a per
Slide 14: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ BIMIZCI owns 500,250 shares of stock representing a $4.6 A Period of Historic Shareholder Value Creation is million investment. BIMIZCI also owns $15 million (par value) being Undermined by A Debt Holder Vowing to Wage in preferred secur
Slide 15: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ Mr. Murstein’s December 4th, 20th and 28th, 2023 and Mr. Hodges indicated that he would sell these trust February 1, 2024 communications with Mr. Hodges asked for securities back to the Company. The Company "a specific proposal." BIMIZCI
Slide 16: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ 2020 - 2025 has been one of the strongest bull markets in Record Earnings: 2025 marked the best 5-year recent memory and yet Medallion’s growth in net interest period of performance in Company history income did not translate into better
Slide 17: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ Medallion seems to think they are the only buyer for the “ZimCal wants Medallion to Purchase its Trust preferred securities. This reveals their limited understanding ” Preferred Shares at a Premium to Market Value. of how securities are
Slide 18: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ BIMIZCI has had an outstanding return on its investment ZimCal, in the absence of any common shares held but still believes its preferred securities are undervalued. over a significant time period, has not benefited from Medallion’s earn
Slide 19: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ What MFIN fails to mention is that it bought back 3.3 million Since 2022, the Company has returned more than shares of stock but then gave 1.58 million shares to $68.5 million to shareholders through dividends and insiders. This effectiv
Slide 20: Executive Compensation Concerns
Executive Compensation Concerns MFIN’s Top 5 Executives have been paid MORE than the increase in Market Capitalization Over the Last 10 years Cumulative Pay = $89 million, Increase in Market Cap = $61 million Source: S&P Capital IQ/MFIN DEF14As By almost any metric, Medallion’s executive team has be
Slide 21: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ MFIN’s board composition is severely lacking. The successful transformation and trajectory of value creation can be tied directly to the composition of the Five directors will soon be older than 80 with 2 of them Company's Board and the
Slide 22: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ Email from Andrew Murstein to Stephen Hodges sent on May Despite operating under the guise of unending 21, 2025: 'improvements' and misguided operational 'changes', "We value your input, and we've always endeavored to be we believe that
Slide 23: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ Email from Stephen Hodges to Andrew Murstein sent on May Despite operating under the guise of unending 21, 2025: 'improvements' and misguided operational 'changes', "Part of the purpose for the call was to see if a potential we believe t
Slide 24: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ This statement is ironic coming from a Company and CEO ” Mr. Hodges... continues to peddle false claims. under permanent federal injunctions at the end of a multi-year SEC fraud lawsuit. Mr. Hodges has repeatedly asked “ Medallion and Mr
Slide 25: Medallion Claims vs. Reality
Medallion Claims vs. Reality MEDALLION CLAIMS ZIMCAL REALITY “ Medallion (as usual) omits the reason for our withdrawal which Apr 29, 2025: Hodges informed the Company that was communicated to MFIN’s lawyers on April 22, 2025: BIMIZCI was withdrawing its nominations. “[BIMIZCI] is considering postpo
Slide 26: Medallion Claims vs. Reality - the Truth is Clear
Medallion Claims vs. Reality - the Truth is Clear MEDALLION IS DESPERATE TO AVOID CHANGE - EVEN WHEN IT CLEARLY IS NECESSARY Medallion’s press release and investor deck are riddled with inaccuracies and mis-statements. Most telling is their decision to attack our intentions, unsupported by the writt
Slide 27: Medallion's Financial Trends Are Disturbing and Our Recommendations Are Dismissed
MEDALLION’S FINANCIAL TRENDS ARE DISTURBING AND YET OUR RECOMMENDATIONS ARE DISMISSED COMPETITION WILL ONLY INTENSIFY 29
Slide 28: Medallion's Financial Performance is Deteriorating
Medallion’s Financial Performance is Deteriorating Seasonal Consumer Charge-offs Charge-offs Are Bad, Even Relative to Broad in 2024 and 2025 were the highest since 2011 Consumer Credit Categories Medallion Source: MFIN 10K/10Qs Source: MFIN 10Ks, FDIC Quarterly Bank Performance Report. Represents o
Slide 29: Medallion's Segment Results Show the True Decline in Consumer
Medallion’s Segment Results Show the True Decline in Consumer MFIN does not allocate corporate assets or high corporate overhead to its business lines when it reports segment results. We have done so - using segment loan average balances as a proxy for proportional expense allocation. For example, M
Slide 30: The Strategic Partnership Business is Likely Losing Money
The Strategic Partnership Business is Likely Losing Money Startegic Partnership Originations vs. Interest and Fee The Strategic Partnership (Banking-as-a-service) is touted and highlighted by MFIN. Income from the Program In reality, despite making up 51% of loan volume in 2025, it resulted in a min
Slide 31: Tangible Book Value Reflects Market Skepticism
Tangible Book Value Reflects Market Skepticism Stock Price to Tangible Book Value (reported at YE except 1Q26) P/TBV rose here after TBV fell to $30 million after $293 million (net) in cumulative taxi medallion charge-offs SEC lawsuit filed Commercial segment gains on equity sales contributed $17 mi
Slide 32: Earnings Could be Materially Higher With Basic Operating Improvements
Earnings Could be Materially Higher With Basic Operating Improvements 2025 Pro Forma Earnings with Easily Achievable Operating Expense Reductions 2025 Pro Forma earnings would have been 37% ($14.6 million) higher in 2025 with common- sense cuts BIMIZCI has identified. The biggest impact? Executive c
Slide 33: Commercial Loan Balances and Non-Performing Loans
Medallion’s Financial Performance is Deteriorating “ In April 2026, the Small Business Administration (“SBA”) declared an event of default on $73.5 million of subsidiary debentures, finding the Medallion Capital subsidiary ” lacked a “qualified management team.” Commercial Loan Balances: $123 millio
Slide 34: Impact of Discontinued Business and Pro Forma Expense Reductions
Impact of Discontinued Business and Pro Forma Expense Reductions Derived from MFIN’s 10Ks. Shows the impact of taxi medallion recoveries. ALSO shows the impact of Pro Forma expense reductions. Estimated impact of taxi medallion recoveries which artificially boosted earnings 2022-2025 = $40 million (