What the changes say
- Regulatory review by the SBA threatens Medallion Capital's debenture borrowings and SBIC license operations.
- Capital raise urgency highlighted by $31.25 million note maturity in February 2026.
- Management titles updated for key executives across the holding company and Medallion Bank.
What changed since the prior 10-K
New
- NewRisks Related to Our Loan Portfolios and Business
Our subsidiary Medallion Capital’s management team is currently under review by the SBA; until successful completion of the review, which, including the timing thereof, remains uncertain, we cannot obtain financing through the SBA
Medallion Capital's management team is under review by the SBA, halting our ability to obtain SBA debentures or utilize the SBIC license.
- NewRisk Relating to Our Growth and Operations
Since the formation of the Bank in 2002, we have expanded and changed our strategy and pursued new business lines on more than one occasion, including expanding into our recreation lending, home improvement lending and strategic partnership program businesses and our transition away from taxi medallion loan business
Our expansion into recreation and home improvement lending, alongside our exit from taxi medallion loans, exposes us to new strategic and compliance risks.
- NewRisk Relating to Our Growth and Operations
Our strategic investments may not produce anticipated returns
Strategic investments in personnel, technology, and advertising may fail to yield expected returns, increasing credit losses and operating expenses.
- NewRisk Relating to Our Growth and Operations
Climate-related physical risk could disrupt our business and the risk of divergent climate-related requirements and stakeholder expectations could increase compliance costs and uncertainty
Climate-related extreme weather and evolving carbon regulations could disrupt operations, dealer networks, and recreation loan demand.
Dropped
- DroppedRisk Relating to Our Growth and Operations
We have in the past and may in the future pursue new strategies and lines of business, such as our Strategic Partnership Program, and we may face enhanced risks as a result of these changes in strategy, including from transacting with a broader array of customers and exposure to new assets, activities and markets
- DroppedRisk Relating to Our Growth and Operations
Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation, public perception of our business, or the effectiveness of our security measures
- DroppedRisk Relating to Our Growth and Operations
Climate change could disrupt our business and new regulations or guidance relating to climate change may affect whether and on what terms and conditions we engage in certain activities or offer certain products
Reworded
- 75% rewrittenLegal and Regulatory Risks
Increases in FDIC insurance premiums may adversely affect our earnings
Updated to reflect past and potential future FDIC special assessments following the closures of Silicon Valley Bank and Signature Bank.
- 48% rewrittenRisks Related to Our Loan Portfolios and Business
Failure to raise additional capital could have a material adverse effect on our results of operations and financial position and impact our growth strategy
Added details regarding the February 2026 repayment at maturity of $31.25 million in privately placed notes and ongoing debt financing efforts.
Was: Failure to raise additional capital in the future could have a material adverse effect on our results of operations and financial position
- 46% rewrittenLegal and Regulatory Risks
Our SBIC subsidiaries are licensed by the SBA and are therefore subject to SBA regulations
Maintained core SBIC regulatory risks without textual alterations.
- 35% rewrittenRisks Related to Our Loan Portfolios and Business
We depend on cash flow from our subsidiaries to make payments on our indebtedness and fund operations
Maintained holding company reliance on Medallion Bank dividends and the 15% Tier 1 leverage ratio requirement.
- 34% rewrittenRisk Relating to Our Growth and Operations
The development and rapidly expanding use of AI present risks and challenges that may adversely impact our business
Changed risk framing from AI third-party vendor use to the rapidly expanding development and use of AI.
Was: The development and use of Artificial Intelligence, or AI, present risks and challenges that may adversely impact our business
- 32% rewrittenRisk Relating to Our Growth and Operations
We are dependent upon our senior management team for our future success
Updated executive titles, noting Alvin Murstein as Executive Chairman, Andrew Murstein as President, CEO, and COO, and D. Justin Haley as President of Medallion Bank.
- 32% rewrittenRisk Relating to Our Growth and Operations
We are subject to a variety of risks in connection with any sales of loans we may conduct
Updated recreation loan portfolio sale timing from anticipated in the first half of 2025 to completed in April 2025.
- 27% rewrittenRisk Relating to Our Growth and Operations
Security breaches and other disruptions could compromise our information and expose us to liability, which may negatively impact our business and reputation
Expanded data storage terminology to include cloud services and personally identifiable information.
Was: Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer
- 25% rewrittenRisk Relating to Our Growth and Operations
As of December 31, 2025, we had $2.4 billion of outstanding indebtedness with a weighted average borrowing cost of 4.16%
Was: As of December 31, 2024, we had $2.4 billion of outstanding indebtedness with a weighted average borrowing cost of 4.03%
- 21% rewrittenRisks Related to Our Loan Portfolios and Business
Our business, financial condition and results of operations could be negatively impacted if we are unsuccessful in developing and maintaining relationships with dealers, contractors, and FSPs
All 42 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Loan Portfolios and Business
- 01Our business is heavily concentrated in consumer lending, which carries a risk of loss that is different from and typically higher than the risk of loss associated with commercial lending and which could be adversely affected by an economic downturn
- 02Our financial condition, liquidity and results of operations depend on the credit performance of our loans
- 03We maintain an allowance for credit losses (a reserve established through a provision for losses that decreases our earnings and that, accordingly, affects our financial condition) that we believe is appropriate to provide for current expected losses in our loan portfolio
- 04Our business, financial condition and results of operations could be negatively impacted if we are unsuccessful in developing and maintaining relationships with dealers, contractors, and FSPs21% rewritten
- 05A reduction in demand for our products and failure by us to adapt to such reduction could adversely affect our business, financial condition and results of operations
- 06Decreases or increases in prevailing interest rates could adversely affect our business, our cost of capital and our net interest income
- 07Failure to raise additional capital could have a material adverse effect on our results of operations and financial position and impact our growth strategy48% rewritten
- 08Our subsidiary Medallion Capital’s management team is currently under review by the SBA; until successful completion of the review, which, including the timing thereof, remains uncertain, we cannot obtain financing through the SBANew
- 09We are subject to certain financial covenants and other restrictions under debt arrangements, which could affect our ability to finance future operations or capital needs or to engage in other business activities
- 10Medallion Bank’s use of brokered deposits for its deposit-gathering activities may not be available when needed. The inability to accept and renew brokered deposits would have a material adverse effect on our business, financial condition, liquidity, and results of operations
- 11We depend on cash flow from our subsidiaries to make payments on our indebtedness and fund operations35% rewritten
Legal and Regulatory Risks
- 12We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer
- 13The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our operations
- 14Increases in FDIC insurance premiums may adversely affect our earnings75% rewritten
- 15Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities
- 16Our use of third-party vendors and our other ongoing third-party business relationships are subject to regulatory requirements and scrutiny
- 17Our SBIC subsidiaries are licensed by the SBA and are therefore subject to SBA regulations46% rewritten
- 18The SBA restricts the ability of SBICs to lend money to any of their officers, directors, and employees, or invest in any affiliates thereof
- 19Federal and state law may discourage certain acquisitions of our common stock which could have a material adverse effect on our stockholders
Risk Relating to Our Growth and Operations
- 20Competition with other lenders could adversely affect us
- 21Since the formation of the Bank in 2002, we have expanded and changed our strategy and pursued new business lines on more than one occasion, including expanding into our recreation lending, home improvement lending and strategic partnership program businesses and our transition away from taxi medallion loan businessNew
- 22Our ability to achieve our loan and investment objective will depend on our ability to grow, which will depend, in turn, on our management team’s ability to identify, evaluate, and monitor, and our ability to finance and invest in, companies that meet our investment criteria
- 23Our business depends on our ability to adapt to rapid technological change
- 24Security breaches and other disruptions could compromise our information and expose us to liability, which may negatively impact our business and reputation27% rewritten
- 25We are dependent upon our senior management team for our future success32% rewritten
- 26The development and rapidly expanding use of AI present risks and challenges that may adversely impact our business34% rewritten
- 27Our strategic investments may not produce anticipated returnsNew
- 28Acts of violence or war, natural disasters, and terrorist attacks may affect any market for our securities, impact the businesses in which we invest, and harm our operations and profitability
- 29Our operations could be interrupted if certain external vendors on which we rely experience difficulty, terminate their services or fail to comply with banking laws and regulations
- 30Misconduct by current or former employees could expose us to significant legal liability and reputational harm
- 31We borrow money, which magnifies the potential for gain or loss on amounts invested, and increases the risk of investing in us
- 32As of December 31, 2025, we had $2.4 billion of outstanding indebtedness with a weighted average borrowing cost of 4.16%25% rewritten
- 33Lending to small businesses involves a high degree of risk and is highly speculative
- 34Our portfolio is and may continue to be concentrated in a limited number of portfolio companies, industries and sectors, which will subject us to a risk of significant loss if any of these companies default on its obligations to us or by a downturn in the particular industry or sector
- 35The lack of liquidity in our investments may adversely affect our business
- 36We depend on the accuracy and completeness of information about customers
- 37Climate-related physical risk could disrupt our business and the risk of divergent climate-related requirements and stakeholder expectations could increase compliance costs and uncertaintyNew
- 38Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies
- 39There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims
- 40We are subject to a variety of risks in connection with any sales of loans we may conduct32% rewritten
- 41We may not control many of Medallion Capital’s portfolio companies
- 42We may not realize gains from our equity investments
Other Medallion Financial 10-Ks
- FY2024 10-K risk factors41 risks
Medallion Financial faces heavy risk concentration in consumer lending and non-prime recreation loans. The company relies heavily on brokered deposits for funding through Medallion Bank. Significant leverage includes $2.4 billion in outstanding indebtedness maturing near term.
Filed Mar 13, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.