Triad Business Bank Confirms It Is "Party A," Publishes Its Proposal to M&F Bancorp’s Shareholders After the October 7 Vote Did Not Approve the Optus Agreement, and Tells Them It Will Still Be There on October 21, Whichever Way the Vote Goes
GREENSBORO, N.C., October 16, 2026--Triad Business Bank (OTCID: TBBC) ("Triad") today confirmed that it is the "Party A" described in the proxy statement of M&F Bancorp, Inc. ("M&F") dated September 1, 2026, and published an open letter to M&F's shareholders and Board of Directors.
Triad has made four written proposals to M&F's Board since August 6, 2026, the most recent on October 8 ("Proposal Four"); the terms of proposals 1, 2 & 4 have not previously been public.
Key points
Proposal Four: $53.50 in cash at closing, fixed, for up to one share in four. Optus: "up to" $46.57 at closing, plus $6.73 only if the Series E preferred is redeemed before or within twelve months after closing.
Shareholders who stay receive 1.25 shares of M&F Bancorp, still the holding company, still a minority depository institution by charter, with M&F Bank's name, 1907 charter and Durham home office kept.
M&F's shareholders did not approve the Optus agreement on October 7, and the meeting was adjourned to October 20. M&F's Board decided Triad's proposal on October 14 and has not told its shareholders the terms.
Triad asks the Board to disclose the proposal by the Board's own Friday 5:00 p.m. deadline and to meet before Tuesday.
Proposal Four does not expire with the vote. If the Optus agreement is not approved, Triad will be in Durham on October 21 with the draft agreement, ready to sign.
"Triad has made four proposals. The last one pays more cash at closing on the shares that take cash, up to one in four, than the Optus agreement provides on any share, and lets the rest stay owners of M&F, with its name, its charter and its Durham home office kept. On October 7 the people who own M&F did not approve the agreement. A Board that takes a fresh look when the facts change is not reversing itself; it is doing what its shareholders elected it to do. What we are proposing is an African-American bank, governed that way by its charter and by-laws, that every business owner in North Carolina, of every background, will be proud to bank with. We believe in M&F, and we have made an offer that honors and preserves its legacy," said Jonathan Lee Kelly, a director of Triad.
Key Terms of Triad's Proposal
M&F Bancorp, the existing holding company, survives and owns both M&F Bank and Triad Business Bank. Each bank keeps its own charter.
M&F Bank continues as a minority depository institution, under a holding company whose board is majority African-American by charter and by-law, and keeps its name, its 1907 charter and its Durham home office.
Each M&F shareholder may elect $53.50 in cash at closing, available for up to 25% of the outstanding shares and prorated above that, or 1.25 shares of M&F Bancorp for each share now held. The cash is $0.20 more than the maximum the Optus agreement pays, and none of it is contingent on anything after closing.
Employees of both banks continue to serve their customers, grow deposits and make loans, including through the I-40/I-85 Community Lending Program, built through the Durham charter with the historically Black colleges and universities and the faith-based institutions along the corridor, for the business owners, entrepreneurs and independent sponsors who live and work there.
Registration of the common stock and a Nasdaq listing, targeted within twelve months of closing and in any event within eighteen, for liquidity and access to capital.