Filing Analysis
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ending June 30, 2026. The filing serves as a formal announcement of financial performance via a press release.
📋 Key Facts
- Report date: July 29, 2026
- Reporting period: Quarter ended June 30, 2026
- The company issued a press release (Exhibit 99.1) regarding results of operations and financial condition.
- Information is furnished under Item 2.02 and not filed.
Medallion Financial Corp announced the retirement of Donald S. Poulton as CEO of Medallion Bank, effective June 30, 2026. The company has approved accelerated vesting of his unvested restricted stock and maintained his eligibility for certain equity incentives.
🚩 Red Flags
- Accelerated vesting of a large block of restricted stock (92,978 shares) upon retirement can sometimes signal a departure under less-than-ideal circumstances, though presented here as retirement.
- Sudden leadership transition in the CEO role of the primary banking subsidiary.
📋 Key Facts
- Donald S. Poulton to retire as CEO of Medallion Bank effective June 30, 2026.
- 92,978 shares of unvested restricted stock vested in full on June 25, 2026.
- Poulton will transition from employee status to a member of the Board of Directors.
- The Compensation Committee approved eligibility for a discretionary annual cash bonus to be determined in Q1 2027.
Medallion Financial Corp. reported the results of its 2026 Annual Meeting of Shareholders held on June 9, 2026. Shareholders re-elected the company's Class III Director nominees, ratified the appointment of Plante & Moran, PLLC as auditors, and approved executive compensation.
🚩 Red Flags
- Presence of a 'Dissident' shareholder (BIMIZCI Fund LLC) attempting to install board members for the third consecutive year, indicating ongoing shareholder activism or dissatisfaction with management.
📋 Key Facts
- Annual Meeting held on June 9, 2026, with a quorum of 73.0% (17,419,949 shares) present or represented by proxy.
- Company nominees John Everets, Cynthia A. Hallenbeck, and Alvin Murstein were elected to Class III Director seats for terms expiring in 2029.
- Dissident nominees from BIMIZCI Fund LLC (Eric Kelly, John Kiernan, and Timothy Shanahan) were not elected.
- Plante & Moran, PLLC was ratified as the independent registered public accounting firm for the year ending December 31, 2026.
- Named Executive Officer compensation for 2025 was approved via a non-binding advisory vote.
Medallion Bank announced the retirement of CEO Donald Poulton effective June 30, 2026. Mr. Poulton will transition to the Board of Directors on July 1, 2026, while David Justin Haley, currently President, will succeed him as CEO.
📋 Key Facts
- Donald Poulton is retiring as CEO of Medallion Bank effective June 30, 2026.
- Donald Poulton will join the Board of Directors of Medallion Bank effective July 1, 2026.
- David Justin Haley, the current President, is appointed as the new CEO effective July 1, 2026.
Medallion Financial Corp reports that the Small Business Administration (SBA) has successfully completed background checks for two candidates. This action cures a previously disclosed event of default regarding the company's outstanding SBA debentures.
🚩 Red Flags
- The filing references a 'previously disclosed event of default,' indicating prior instability with SBA debt obligations.
📋 Key Facts
- Date of event: June 11, 2026
- The SBA notified Medallion Capital, Inc. of the satisfactory completion of background checks for two candidates.
- This completion cures a prior event of default related to outstanding SBA debentures.
Medallion Financial Corp. filed an 8-K to report the issuance of a press release containing preliminary results from its 2026 Annual Meeting of Stockholders.
📋 Key Facts
- The filing date is June 10, 2026.
- The company announced preliminary results from its 2026 Annual Meeting of Stockholders via a press release (Exhibit 99.1).
- The report was signed by Anthony N. Cutrone, Chief Financial Officer.
Medallion Financial Corp reports that the Small Business Administration (SBA) has notified its subsidiary, Medallion Capital, Inc., that a previously disclosed event of default on SBA debentures has been cured. This cure is contingent upon the satisfactory completion of background checks for two submitted candidates.
🚩 Red Flags
- Confirmation of a 'previously disclosed event of default' indicates ongoing instability with a major government creditor (SBA).
- The cure is conditional, not final, pending third-party background checks.
📋 Key Facts
- The SBA notified Medallion Capital on June 3, 2026, regarding the cure of a default.
- The cure relates to outstanding SBA debentures.
- The cure is subject to the satisfactory completion of background checks for two candidates.
- The company expresses belief that these checks will be completed satisfactorily.
Medallion Financial Corp. reported its financial results for the first quarter ended March 31, 2026. The disclosure was made through a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing was made on April 29, 2026, to report results for the quarter ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- Exhibit 99.1 contains the full press release regarding the quarterly performance.
Medallion Financial Corp. closed a private placement of $75 million in 8.25% Senior Notes due 2031. The offering involved institutional investors including affiliates of JP Morgan Investment Management Inc., with proceeds intended for general corporate purposes.
🚩 Red Flags
- Significant increase in debt obligations for a micro-cap company.
- Relatively high interest rate of 8.25% reflects current borrowing costs or risk profile.
📋 Key Facts
- Aggregate principal amount of $75.0 million in Senior Notes.
- Fixed interest rate of 8.25% per annum, payable semiannually.
- Notes mature on May 1, 2031.
- Investors include affiliates of JP Morgan Investment Management Inc.
- The notes are unsecured and unsubordinated obligations ranking pari passu with existing unsecured debt.
Medallion Financial Corp's subsidiary, Medallion Capital, was declared in default by the SBA regarding $73.5 million in debentures due to the lack of a qualified management team. The company has 120 days to submit a qualified candidate for a principal role to remediate the default and avoid potential debt acceleration.
🚩 Red Flags
- Official declaration of default by a federal regulatory agency (SBA).
- Management team explicitly deemed 'unqualified' by the SBA licensing division.
- Potential acceleration of $73.5 million in debt plus accrued interest if remediation is unsuccessful.
📋 Key Facts
- The SBA declared an event of default on March 31, 2026, regarding $73.5 million in debentures.
- The affected debt represents approximately 3% of the company's total consolidated borrowings as of March 31, 2026.
- The default is based on the SBA's determination that Medallion Capital does not have a qualified management team.
- The company has a 120-day window to identify and submit at least one qualified candidate for a full-time principal and investment committee member role.
- The SBA notice and event of default do not trigger any cross-default clauses in other Medallion Financial Corp debt arrangements.
Medallion Financial Corp. announced the full repayment of $31.25 million in aggregate principal amount of its privately placed notes upon their maturity on February 26, 2026.
📋 Key Facts
- Repayment of $31.25 million aggregate principal amount.
- The notes were privately placed.
- Repayment occurred at maturity on February 26, 2026.
- Disclosure was made under Item 7.01 (Regulation FD).
Medallion Financial Corp. has filed an 8-K to announce its financial results for the fiscal year and quarter ended December 31, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly and annual earnings results (Item 2.02).
- Reporting period covers the year and quarter ended December 31, 2025.
- The report was filed on February 18, 2026.
- Information in the attached press release is furnished, not filed.
Medallion Financial Corp announced the release of quarterly and annual earnings results for its subsidiary, Medallion Bank, for the period ending December 31, 2025. The filing is a standard disclosure under Regulation FD to provide financial updates to the media.
📋 Key Facts
- Reporting date: January 29, 2026
- Period covered: Quarter and year ended December 31, 2025
- Subsidiary involved: Medallion Bank (wholly owned)
- Filing type: Regulation FD Disclosure (Item 7.01)
Medallion Financial Corp. announced a leadership reshuffle effective January 12, 2026, involving the President and CFO roles of its subsidiary, Medallion Bank. Donald Poulton will step down as President but remain CEO, while David Justin Haley transitions from EVP/CFO to President.
🚩 Red Flags
- Executive reshuffle: Sudden changes in the President/CFO roles can sometimes indicate internal friction or strategic shifts, though not explicitly stated here.
- Succession risk: The transition of the CFO to a different operational role (President) may necessitate an immediate search for a new CFO.
📋 Key Facts
- Effective January 12, 2026, Donald Poulton is no longer President of Medallion Bank; he remains Chief Executive Officer.
- David Justin Haley has transitioned from Executive Vice President and CFO of Medallion Bank to the role of President of Medallion Bank.
- Mr. Haley's new employment agreement includes an annual base salary of $430,000 (effective Jan 1, 2026) with a non-decrease clause.
- Mr. Haley's contract has a two-year term, automatically renewing for additional two-year terms starting January 1, 2027.
- The agreement includes severance provisions and a non-competition covenant in favor of the Company and Medallion Bank.
Medallion Financial Corp. has filed an 8-K to announce its quarterly results for the period ending September 30, 2025. The filing serves as a formal notification that a press release containing these financial results was issued on October 29, 2025.
📋 Key Facts
- Reporting period: Quarter ended September 30, 2025
- Filing date: October 29, 2025
- The filing includes a press release (Exhibit 99.1) regarding results of operations and financial condition.
Medallion Financial Corp. announced a planned leadership succession involving the current CEO, Alvin Murstein, and President/COO Andrew Murstein. Effective January 31, 2026, Alvin Murstein will transition to Executive Chairman, while Andrew Murstein will ascend to the role of CEO.
🚩 Red Flags
- Succession involves family members (Alvin Murstein and Andrew Murstein), which may raise related-party/governance scrutiny.
- Significant acceleration of unvested equity awards for the outgoing CEO upon retirement.
📋 Key Facts
- Alvin Murstein (CEO) to become Executive Chairman on Jan 31, 2026, through May 29, 2027.
- Andrew Murstein (President/COO) to become CEO, President, and COO effective Jan 31, 2026.
- Alvin Murstein's unvested equity awards (non-performance based) will immediately vest upon his retirement on May 29, 2027.
- The Board adopted Fourth Amended and Restated By-Laws to create the Executive Chairman position.
- Incentive equity awards for Alvin Murstein in 2025, 2026, and 2027 will be granted solely as restricted stock and options.
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ended June 30, 2025. The filing serves as a formal announcement of financial performance via a press release.
📋 Key Facts
- Report date: July 30, 2025
- Reporting period: Quarter ended June 30, 2025
- The company issued a press release (Exhibit 99.1) regarding results of operations and financial condition.
Medallion Financial Corp. reported the results of its 2025 Annual Meeting of Stockholders held on June 12, 2025. Key outcomes included the election of Class II Directors and the approval of an amendment to increase the share pool for the company's 2018 Equity Incentive Plan.
🚩 Red Flags
- The approval of an additional 2,000,000 shares under the Equity Incentive Plan represents a ~35% increase in the existing pool, which can lead to future dilution for current shareholders.
📋 Key Facts
- Annual Meeting held on June 12, 2025; quorum reached with 82.99% of outstanding shares represented (19,283,193 shares).
- Stockholders approved Amendment No. 3 to the 2018 Equity Incentive Plan, increasing reserved shares by 2,000,000 (from 5,710,968 to 7,710,968).
- Plante & Moran, PLLC was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Class II Directors (Brent O. Hatch, Andrew M. Murstein, and Allan Tanenbaum) were successfully elected to terms expiring in 2028.
- Non-binding advisory vote approved the 2024 compensation for named executive officers.
Medallion Financial Corp. has reached a settlement with the SEC regarding previously disclosed litigation, resulting in a Final Judgment from the U.S. District Court for the Southern District of New York. The settlement involves an injunction against violating federal securities laws and a $3,000,000 civil penalty.
🚩 Red Flags
- Legal/Regulatory enforcement action involving both the company and its President/COO.
- Requirement for 'compliance-related undertakings' which may imply significant operational oversight or changes to internal controls.
📋 Key Facts
- Final Judgment entered on May 30, 2025, by the U.S. District Court for the Southern District of New York.
- The settlement involves both Medallion Financial Corp. and its President/COO.
- A civil penalty of $3,000,000 is required (noted as previously accrued in Q4 2024).
- The Company consented to the judgment without admitting or denying the SEC's allegations.
- The settlement includes specific compliance-related undertakings and injunctions against violating federal securities laws.
Medallion Bank, a subsidiary of Medallion Financial Corp., announced the redemption of all 1,840,000 outstanding shares of its Series F Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock. The redemption is scheduled for July 1, 2025, at a price of $25.00 per share.
🚩 Red Flags
- Significant cash outflow of $46 million expected in Q3 2025
📋 Key Facts
- Redemption date: July 1, 2025
- Total shares to be redeemed: 1,840,000 shares of Series F Preferred Stock
- Redemption price: $25.00 per share
- Aggregate redemption value: $46,000,000
- Security type: Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F (CUSIP No. 58403B205)
Medallion Bank, a wholly owned subsidiary of Medallion Financial Corp., has priced an offering of 3,000,000 shares of its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G. The total liquidation amount for this preferred stock issuance is $75 million.
🚩 Red Flags
- Issuance of preferred stock can lead to dilution of common equity holders' interest in earnings and assets.
- Perpetual nature of the preferred stock means there is no fixed maturity date for repayment.
📋 Key Facts
- Issuer: Medallion Bank (wholly owned subsidiary of Medallion Financial Corp.)
- Security Type: Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G
- Number of Shares: 3,000,000
- Par Value: $1.00 per share
- Liquidation Amount: $25.00 per share
- Aggregate Liquidation Amount: $75,000,000
- Pricing Date: May 16, 2025
Medallion Bank, a wholly owned subsidiary of Medallion Financial Corp., announced the launch of an offering of non-cumulative perpetual preferred stock on May 14, 2025.
🚩 Red Flags
- Issuance of preferred stock can lead to future dilution for common shareholders.
📋 Key Facts
- Issuer: Medallion Bank (wholly owned subsidiary of Medallion Financial Corp.)
- Security Type: Non-cumulative perpetual preferred stock
- Announcement Date: May 14, 2025
- Filing Item: 7.01 Regulation FD Disclosure
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ending March 31, 2025. The filing serves as a formal notification that a press release containing these financial results has been issued.
📋 Key Facts
- Report date: April 30, 2025
- Reporting Period: Quarter ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
- Information is furnished under Item 2.02 and is not filed for purposes of incorporation by reference in registration statements.
Medallion Financial Corp. announced its financial results for the fiscal year and quarter ended December 31, 2024 via a press release. This is a standard earnings announcement filing.
📋 Key Facts
- Reporting period: Year and Quarter ended December 31, 2024
- Filing date: March 4, 2025
- The company issued a press release (Exhibit 99.1) containing the results of operations and financial condition.
Medallion Financial Corp announced the release of quarterly and annual financial results for its wholly owned subsidiary, Medallion Bank, for the period ending December 31, 2024.
📋 Key Facts
- Report date: January 30, 2025
- Reporting entity: Medallion Financial Corp (Parent) and Medallion Bank (Subsidiary)
- Subject matter: Quarterly and annual results for the period ended December 31, 2024
- The information is furnished under Item 7.01 (Regulation FD Disclosure), meaning it is not considered 'filed' for purposes of liability in registration statements.
Medallion Financial Corp. entered into Amendment No. 2 to its Cooperation Agreement with the KORR Parties on November 1, 2024. The amendment removes a requirement for the Board to add an independent director and establishes specific dividend-based termination triggers for the agreement.
🚩 Red Flags
- The agreement involves 'KORR Parties' which are linked to previous cooperation/settlement structures, often indicative of activist or major stakeholder influence.
- Termination is contingent on specific dividend payouts, suggesting the agreement was originally structured to manage shareholder/activist demands regarding capital return.
📋 Key Facts
- Amendment No. 2 to the Cooperation Agreement was entered into on November 1, 2024.
- The obligation to increase the size of the Board by one director and appoint an additional independent director has been deleted.
- The agreement contains automatic termination clauses tied to quarterly dividend declarations: $0.13/share for the 2027 meeting or $0.12/share for the 2026 meeting (subject to specific timing conditions).
- Other provisions from the Original Agreement (May 1, 2022) and First Amendment (August 10, 2022) remain in effect.
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ended September 30, 2024. The filing serves as a formal notification that a press release containing financial performance data has been issued.
📋 Key Facts
- Report date: October 29, 2024
- Reporting period: Quarter ended September 30, 2024
- The filing includes an earnings press release as Exhibit 99.1
- Information is furnished under Item 2.02 and not filed.
Medallion Financial Corp. has adopted its Third Amended and Restated By-Laws, effective August 8, 2024. The amendments primarily focus on updating stockholder meeting notice periods and enhancing procedural requirements for director nominations and shareholder proposals.
🚩 Red Flags
- Increased procedural hurdles for shareholder activism/nominations (common in companies seeking to protect current board control).
📋 Key Facts
- Board of Directors adopted the Third Amended and Restated By-Laws on August 8, 2024.
- Updated notice period for annual meetings: not earlier than 150 days nor later than 120 days prior to the one-year anniversary of preceding year's proxy mailing/availability.
- Updated notice period for special meetings: not earlier than 120 days prior, or between the 90th day before and 10th day after public announcement.
- Enhanced disclosure requirements for stockholder nominations, including background information on nominees and potential conflicts of interest.
- New requirement for nominees to represent intent to serve an entire term if elected.
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ending June 30, 2024. The filing serves as a formal notification that a press release containing financial performance data has been issued.
📋 Key Facts
- Reporting period: Quarter ended June 30, 2024
- Filing date: July 30, 2024
- The filing includes an attached press release (Exhibit 99.1) containing results of operations and financial condition.
Medallion Financial Corp. entered into a Note Purchase Agreement on June 25, 2024, to issue $17.5 million in new 8.875% Senior Notes due 2039. This transaction involves the cancellation and replacement of existing $12.5 million senior notes with the new issuance.
🚩 Red Flags
- Debt Maturity Extension/Refinancing: While extending maturity to 2039 provides liquidity runway, it indicates a need to manage existing debt obligations.
- Unsecured Debt: The new notes are unsecured, providing no collateral protection for the institutional investor.
📋 Key Facts
- New Note Issuance: $17.5 million aggregate principal amount of 8.875% Senior Notes due June 30, 2039.
- Debt Restructuring: Existing $12.5 million of 9.00% Senior Notes due 2033 are being canceled and replaced by the new notes.
- Net Capital Increase: The transaction results in a net increase of $5.0 million in principal amount ($17.5M new vs $12.5M old).
- Interest Rate: Fixed rate of 8.875% per annum, payable semiannually on June 30 and December 30.
- Use of Proceeds: Net proceeds from the additional $5.0 million are intended for general corporate purposes.
- Security Status: The notes are unsecured and unsubordinated obligations.
Medallion Financial Corp. held its 2024 annual meeting of shareholders on June 11, 2024. The company reported the results of several shareholder votes, including director elections and advisory compensation matters.
🚩 Red Flags
- Failed election of dissident nominees (Stephen Hodges/ZimCal Asset Management) suggests ongoing shareholder activism or dissatisfaction with current board composition.
📋 Key Facts
- Annual Meeting held on June 11, 2024.
- Quorum was established with 68.59% of common stock outstanding (16,035,221 shares) present in person or by proxy.
- All Company nominees for Class I Directors (Robert M. Meyer and David L. Rudnick) were elected to terms expiring in 2027.
- Nominees from Stephen Hodges of ZimCal Asset Management, LLC failed to be elected.
- Shareholders approved the non-binding advisory resolution regarding 2023 executive compensation.
- Shareholders voted to conduct future advisory votes on executive compensation 'every year'.
Medallion Financial Corp. filed an 8-K to announce the preliminary results of its 2024 Annual Meeting of Shareholders via a press release.
📋 Key Facts
- The filing was made on June 11, 2024.
- The company announced preliminary results from its 2024 Annual Meeting of Shareholders.
- Full details are contained in an attached press release (Exhibit 99.1).
Medallion Financial Corp. has appointed Plante & Moran, PLLC as its new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective June 3, 2024.
🚩 Red Flags
- Auditor change in a micro-cap context can sometimes signal underlying reporting issues, though the filing explicitly denies any disagreement with the previous auditor.
📋 Key Facts
- Effective date of auditor change: June 3, 2024.
- New Auditor: Plante & Moran, PLLC.
- The engagement was approved by the Company's audit committee.
- The company stated there were no disagreements with the predecessor auditor regarding accounting principles or audit opinions.
Medallion Financial Corp. filed an 8-K to announce its quarterly results for the period ended March 31, 2024. The filing serves as a formal notification that a press release containing financial performance data has been issued.
📋 Key Facts
- Report date: April 30, 2024
- Reporting period: Quarter ended March 31, 2024
- The filing includes an earnings press release as Exhibit 99.1
- Information is furnished under Item 2.02 and not filed for incorporation by reference in registration statements.
Medallion Financial Corp. announced the resignation of its independent registered public accounting firm, Mazars USA LLP, effective upon the filing of the Q1 2024 10-Q or no later than May 31, 2024.
🚩 Red Flags
- Auditor resignation is a significant red flag for micro-cap companies as it can signal underlying issues with financial reporting or internal controls, even if the firm claims no disagreements.
- The timing (resignation prior to Q1 2024 filing) creates potential delays in mandatory SEC filings.
📋 Key Facts
- Mazars USA LLP resigned as the Company's independent auditor on April 4, 2024.
- Resignation is effective upon filing of the Form 10-Q for the quarter ended March 31, 2024, or by May 31, 2024.
- Mazars stated there were no disagreements with the Company regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- Previous reports (FY 2022 and FY 2023) did not contain adverse opinions, disclaimers of opinion, or qualifications.
Medallion Financial Corp's subsidiary, Medallion Capital, Inc., has entered into a material commitment with the Small Business Administration (SBA) for $18.5 million in debenture leverage.
🚩 Red Flags
- Significant upfront and ongoing fees associated with the debt facility structure.
📋 Key Facts
- The SBA committed to reserve leverage in the form of debentures totaling $18,500,000.
- The agreement was accepted by Medallion Capital, Inc. on February 28, 2024.
- An upfront leverage fee of $185,000 has been paid to the SBA.
- A remaining leverage fee of $370,000 will be deducted pro rata as funds are drawn.
- The commitment remains available for use until its termination date on September 30, 2028.
Medallion Financial Corp. filed an 8-K to announce its financial results for the fiscal year and quarter ended December 31, 2023. The filing serves as a formal announcement of quarterly/annual earnings via a press release.
📋 Key Facts
- Reporting period: Year and quarter ended December 31, 2023.
- Filing date: February 20, 2024.
- The company issued a press release (Exhibit 99.1) containing the results of operations and financial condition.
Medallion Financial Corp announced the release of its financial results for the quarter and fiscal year ended December 31, 2023. The filing serves as a vehicle to furnish press release information via Item 7.01.
📋 Key Facts
- Reporting period: Quarter and Year ended December 31, 2023.
- Filing date: January 30, 2024.
- The announcement was made by Medallion Bank, a wholly owned subsidiary of the Company.
- Information is being furnished under Item 7.01 (Regulation FD Disclosure) rather than filed.