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): June 25, 2026

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, 38th Floor

NEW YORK, NEW YORK 10022

(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-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.  (e) In connection with Donald S. Poulton’s retirement, effective June 30, 2026, from his position as Chief Executive Officer of Medallion Bank, on June 25, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Medallion Financial Corp. (the “Company”) (i) approved the accelerated vesting of Mr. Poulton’s shares of unvested restricted stock, such that Mr. Poulton’s 92,978 shares of unvested restricted stock vested in full on June 25, 2026 and (ii) determined that Mr. Poulton’s change in status from an employee of Medallion Bank to a director on Medallion Bank's Board of Directors will not be deemed a termination under the terms of the Company’s 2018 Equity Incentive Plan, as amended, with respect to Mr. Poulton’s vested stock options, such that the applicable expiration dates will remain unchanged. Additionally, on June 25, 2026, the Committee approved Mr. Poulton’s eligibility for a discretionary annual cash bonus, the amount of which shall be determined in the first quarter of 2027.

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: June 26, 2026