{"url_path":"/sec/mfin/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-10","source_url":"https://www.sec.gov/Archives/edgar/data/1000209/0001193125-26-100121-index.html","accession_number":"0001193125-26-100121","cik":"0001000209","ticker":"MFIN","issuer_name":"MEDALLION FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1000209/0001193125-26-100121-index.html","primary_entity_key":"0001000209","primary_entity_name":"MEDALLION FINANCIAL CORP"},"word_count":1896,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES\n\n(A) 1. FINANCIAL STATEMENTS\n\nThe consolidated financial statements of Medallion Financial Corp. and the Report of Independent Public Accountants thereon are included as set forth on the Index to Financial Statements on F-1.\n\n2. FINANCIAL STATEMENT SCHEDULES\n\nSee Index to Financial Statements on F-1.\n\n3. EXHIBITS\n\n3.1(a)\n\n[Restated Medallion Financial Corp. Certificate of Incorporation. Filed as Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 000-27812) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/0000927016-97-000957.txt)\n\n3.1(b)\n\n[Amendment to Restated Certificate of Incorporation. Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 000-27812) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/0000950130-98-004090.txt)\n\n3.2\n\n[Fourth Amended and Restated By-Laws of Medallion Financial Corp., as amended and restated as of October 24, 2025. Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2025 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312525253496/mfin-ex3_1.htm)\n\n4.1\n\n[Description of Registered Securities of Medallion Financial Corp. Filed as Exhibit 4.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000095017023007273/mfin-ex4_1.htm)\n\n4.2\n\n[Fixed/Floating Rate Junior Subordinated Note, dated June 7, 2007, by Medallion Financial Corp., in favor of Medallion Financing Trust I. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312507133153/dex41.htm)\n\n4.3\n\n[Form of Note Purchase Agreement, including the form of Note attached thereto. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on December 23, 2020 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/0001000209/000119312520326023/d12078dex41.htm)\n\n4.4\n\n[Form of Note Purchase Agreement, including the form of Note attached thereto. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on March 1, 2021 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312521062601/d845747dex41.htm)\n\n4.5\n\n[Form of Note Purchase Agreement, including the form of Note attached thereto. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on October 2, 2023 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312523248561/d692601dex41.htm)\n\n4.6\n\n[Form of Note Purchase Agreement, including the form of Note attached thereto. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on June 25, 2024 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000095017024077276/mfin-ex4_1.htm)\n\n10.1\n\n[First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Alvin Murstein dated May 29, 1998. Filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/0000950130-99-001888.txt)\n\n10.2\n\n[Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Alvin Murstein. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 3, 2017 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312517156199/d355828dex101.htm)\n\n10.3\n\n[Amendment No. 2 to First Amended and Restated Employment Agreement, dated and effective as of December 22, 2017, by and between Medallion Financial Corp. and Alvin Murstein. Filed as Exhibit 10.3 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312518082402/d655751dex103.htm)\n\n10.4\n\n[Amendment No. 3 to First Amended and Restated Employment Agreement, dated and effective as of October 24, 2025, by and between Medallion Financial Corp. and Alvin Murstein. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 28, 2025 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312525253496/mfin-ex10_1.htm)\n\n10.5\n\n[First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Andrew Murstein dated May 29, 1998. Filed as Exhibit 10.20 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/0000950130-99-001888.txt)\n\n10.6\n\n[Amendment No. 1 to First Amended and Restated Employment Agreement, dated and effective as of April 27, 2017, by and between Medallion Financial Corp. and Andrew Murstein. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on May 3, 2017 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312517156199/d355828dex102.htm)\n\n60\n\n \n\n10.7\n\n[Amendment No. 2 to First Amended and Restated Employment Agreement, dated and effective as of December 22, 2017, by and between Medallion Financial Corp. and Andrew Murstein. Filed as Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312518082402/d655751dex106.htm)\n\n10.8\n\n[Amendment No. 3 to First Amended and Restated Employment Agreement, dated April 27, 2023, by and between Medallion Financial Corp. and Andrew Murstein. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000095017023018931/mfin-ex10_1.htm)\n\n10.9\n\n[Amendment No. 4 to First Amended and Restated Employment Agreement, dated and effective as of October 24, 2025, by and between Medallion Financial Corp. and Andrew Murstein. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on October 28, 2025 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312525253496/mfin-ex10_2.htm)\n\n10.10\n\n[Employment Agreement, dated June 27, 2016, between Donald Poulton, Medallion Financial Corp. and Medallion Bank. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on June 30, 2016 (File No. 814-00188) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312516638323/d384256dex102.htm)\n\n10.11\n\n[Amendment No. 1 to Employment Agreement, dated and effective as of January 12, 2026 by and between Donald Poulton, Medallion Financial Corp. and Medallion Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 12, 2026 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312526010406/mfin-ex10_1.htm)\n\n10.12\n\n[Amended and Restated Employment Agreement, dated June 13, 2022, by and between Anthony N. Cutrone and Medallion Financial Corp. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 15, 2022 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312522174791/d326344dex101.htm)\n\n10.13\n\n[Second Amended and Restated Employment Agreement, dated and effective as of January 12, 2026, by and between David Justin Haley, Medallion Financial Corp. and Medallion Bank. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on January 12, 2026 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312526010406/mfin-ex10_2.htm)\n\n10.14\n\n[First Amended and Restated 2006 Non-Employee Director Stock Option Plan. Filed as Exhibit B to Amendment No. 3 to Form 40-APP filed on June 18, 2012 (File No. 812-13666) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312512273417/d368341d40appa.htm)\n\n10.15\n\n[2015 Non-Employee Director Stock Option Plan. Filed as Exhibit B to Amendment No. 2 to Form 40-APP filed on January 14, 2016 (File No. 812-14458) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/0001000209/000119312516429933/d123040d40appa.htm)\n\n10.16\n\n[2018 Equity Incentive Plan. Filed as Annex A to our definitive proxy statement for our 2018 Annual Meeting of Shareholders filed on April 30, 2018 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/0001000209/000119312518143565/d537809ddef14a.htm#toc537809_35)\n\n10.17\n\n[Amendment to Medallion Financial Corp. 2018 Equity Incentive Plan. Filed as Annex A to our definitive proxy statement for our 2020 Annual Meeting of Shareholders filed on April 28, 2020 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/0001000209/000119312520123241/d860953ddef14a.htm)\n\n10.18\n\n[Amendment No. 2 to Medallion Financial Corp. 2018 Equity Incentive Plan. Filed as Annex A to our definitive proxy statement for our 2022 Annual Meeting of Shareholders filed on May 2, 2022 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312522136828/d228725ddef14a.htm#toc228725_34)\n\n10.19\n\n[Amendment No. 3 to Medallion Financial Corp. 2018 Equity Incentive Plan. Filed as Annex A to our definitive proxy statement for our 2025 Annual Meeting of Shareholders filed on April 30, 2025 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001000209/000095017025061067/mfin-20250430.htm#annex_a)\n\n10.20\n\n[Medallion Financial Corp. Annual Short Term Incentive Plan, adopted by the Board of Directors on June 1, 2022. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 7, 2022 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000119312522169281/d337563dex101.htm)\n\n10.21\n\n[Form of Performance Stock Unit Notice and Agreement. Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 (File No. 001-37747) and incorporated by reference herein.*](https://www.sec.gov/Archives/edgar/data/1000209/000095017022021831/mfin-ex10_2.htm)\n\n10.22\n\n[Junior Subordinated Indenture, dated as of June 7, 2007, between Medallion Financing Trust I and Wilmington Trust Company as trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312507133153/dex101.htm)\n\n10.23\n\n[Purchase Agreement, dated as of June 7, 2007, among Medallion Financial Corp., Medallion Financing Trust I, and Merrill Lynch International. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312507133153/dex103.htm)\n\n61\n\n \n\n10.24\n\n[Cooperation Agreement, dated as of May 1, 2022, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 2, 2022 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312522136840/d232924dex101.htm)\n\n10.25\n\n[Amendment to Cooperation Agreement, dated as of August 10, 2022, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. Filed as Exhibit 10.2 to the Current Report on Form 8-K/A filed on August 11, 2022 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000119312522218053/d375872dex102.htm)\n\n10.26\n\n[Amendment 2 to Cooperation Agreement, dated as of November 1, 2024, by and among Medallion Financial Corp., KORR Value L.P., KORR Acquisitions Group, Inc., Kenneth Orr, David Orr, and Jonathan Orr. Filed as Exhibit 10.3 to the Current Report on Form 8-K/A filed on November 4, 2024 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000095017024120682/mfin-ex10_3.htm)\n\n19.1\n\n[Medallion Financial Corp. Code of Ethical Conduct and Insider Trading Policy. Filed as Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000095017025038693/mfin-ex19_1.htm)\n\n21.1\n\n[List of Subsidiaries of Medallion Financial Corp. Filed herewith.](mfin-ex21_1.htm)\n\n23.1\n\n[Consent of Plante & Moran, PLLC, independent registered public accounting firm, related to reports on financial statements of Medallion Financial Corp. Filed herewith.](mfin-ex23_1.htm)\n\n23.2\n\n[Consent of Mazars USA LLP, independent registered public accounting firm, related to reports on financial statements of Medallion Financial Corp. Filed herewith.](mfin-ex23_2.htm)\n\n31.1\n\n[Certification of Andrew M. Murstein pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.](mfin-ex31_1.htm)\n\n31.2\n\n[Certification of Anthony N. Cutrone pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.](mfin-ex31_2.htm)\n\n32.1\n\n[Certification of Andrew M. Murstein pursuant to 18 USC. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.](mfin-ex32_1.htm)\n\n32.2\n\n[Certification of Anthony N. Cutrone pursuant to 18 USC. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.](mfin-ex32_2.htm)\n\n97.1\n\n[Medallion Financial Corp. Amended and Restated Compensation Recoupment Policy. Filed as Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-37747) and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1000209/000095017024027942/mfin-ex97_1.htm)\n\n101.INS\n\nXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document\n\n101.SCH\n\nInline XBRL Taxonomy Extension Schema Document\n\n104\n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n* Compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this Annual Report on Form 10-K."}