Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2021

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-37747

(Commission File Number)

04-3291176

(IRS Employer Identification No.)

437 Madison Avenue New York, New York10022

(Address of principal executive offices) (Zip code)

(212)328-2100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		MFIN		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 1, 2021, RPAC Racing, LLC ("RPAC"), a subsidiary of Medallion Financial Corp. (the "Company"), entered into a Subscription Agreement for Preferred Units of RPAC Racing, LLC by and among Warp Speed, LLC ("Buyer"), Maurice J. Gallagher, Jr. and RPAC (the "Subscription Agreement").

Pursuant to the Subscription Agreement, on December 1, 2021, RPAC sold 9,999 preferred units in RPAC to Buyer in exchange for a cash capital contribution in the amount of $19,100,000, which (net of fees and other transaction costs) was paid to the Company and certain of its subsidiaries (collectively, "Medallion") in full satisfaction of the outstanding RPAC intercompany indebtedness. In connection therewith, Medallion transferred all its membership interests in RPAC to Buyer.

The transaction results in a complete divestiture of RPAC by the Company, removes $26 million of intangible assets from the Company's balance sheet and increases the Company's tangible book value by over $1 per share.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 2, 2021

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