Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MEDALLION FINANCIAL CORP Proxy Solicitation & Information Statement 2026

May 19, 2026

33568_psi_2026-05-19_eca3b6e9-5ac0-4523-804d-32b1c48f0c03.zip

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

DFAN14A 1 bimizcidfan6.htm DEFINITIVE ADDITIONAL MATERIALS Created by CompSci Resources, LLC on Tue May 19 20:48:28 UTC 2026

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 [email protected].

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