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

For best results when printing this announcement, please click on link below: 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 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.

The letter follows in full. Triad Business Bank Greensboro, North Carolina October 15, 2026 The Shareholders and the Board of Directors M&F Bancorp, Inc. Durham, North Carolina Dear Shareholders and Members of the Board: We are writing to let you know that Triad Business Bank (“Triad”) is the company that M&F Bancorp, Inc.’s (“M&F”) proxy statement refers to as “Party A.” We would have preferred that you learn this from your Board, and not from us in a letter. Please know that nothing that follows is written in anger, and nothing is meant to blame anyone.

We are writing because we believe something good is possible for the people who own, work at and bank with M&F. Let us say first that we think the Board got it right in July. It had one offer, from Optus Financial Corporation (“Optus”), and a duty to act on it. Through September, it did what you would expect a board to do with an unsolicited approach from a younger bank with a short record: it was skeptical, and it said so.

We do not hold any of that against the Board. But since then the information has changed, and so have Triad’s proposals, each one better than the last. As you know, on October 7, with a quorum present, M&F’s shareholders did not approve the merger agreement with Optus (the “Optus Agreement”), under which Optus would acquire all of M&F’s shares for cash. The next day we delivered a fourth proposal (“Proposal Four”) that would pay shareholders more cash at closing, keep the M&F name, the 1907 charter and the Durham home office, and give M&F’s shareholders the ability to remain owners of the company.

Six days later the Board sent us a letter, without any conversation, saying it had concluded unanimously that the proposal “does not provide a basis for discussions.” We believe shareholders should have this same information before the meeting reconvenes on October 20. What follows are the questions we expect you have, and our answers. How does Triad’s proposal compare to Optus? Under Proposal Four, each M&F shareholder may choose cash or shares.

Triad will pay $53.50 per share in full at closing. This is a fixed amount, not subject to any equity or capital adjustment, and not dependent on the repurchase of the Series E preferred stock or on anything after closing. The cash election is available for up to 25% of the outstanding shares and prorated above that. A shareholder who elects shares receives 1.25 shares of M&F Bancorp for every share now held.

That is the company shareholders own today: M&F Bancorp remains the holding company and the public company, with its corporate office in Greensboro; M&F Bank keeps its 1907 charter, its name and its Durham home office; and Triad Business Bank is added as a second bank under its own charter. For reference, the Optus Agreement provides “up to” $46.57 in cash at closing and a further $6.73 only if the Series E preferred is redeemed before or within twelve months after closing, “up to” $53.30 in all. Optus’s maximum is $0.20 less than Triad’s cash, and part of it is paid later, if at all.

Under the Optus Agreement, M&F Bank would be merged into Optus Bank and continue for two years as “a division of Optus Bank,” and the transaction requires the approval of South Carolina’s bank regulator and, if the Series E is not redeemed first, the consent of the Treasury; a combination with Triad changes no charter and needs neither. There is also a difference in kind. Under the Optus Agreement every share is sold for cash, so a shareholder who holds at a gain realizes all of it in the year of closing, whether or not they wanted to sell.

Under Proposal Four, a shareholder who wants cash gets more of it at closing, and a shareholder who would rather stay an owner exchanges shares for shares. Tax consequences depend on each holder’s own circumstances, and shareholders should consult their own advisers. Think about what that means for one family in Durham that has held M&F stock since a grandmother bought it: if they want cash, they get more of it, sooner, and nothing has to happen afterward for them to keep it. If they want to stay owners of the bank, they can stay, and own more of a bigger bank.

Nobody has to pick between the money and the name. What happens to M&F’s status as a minority bank? The combined company would be a minority depository institution from the top down. Under Proposal Four, M&F Bancorp would be governed by a board with a majority of African-American directors, written into its charter and by-laws so that no sale of stock can change it.

The proposal is structured so that the company continues to qualify under the FDIC’s and the Federal Reserve’s policy statements on that same basis. M&F Bank, under its 1907 charter, its name and its Durham home office, would remain a Minority Depository Institution and a CDFI within that company. Three M&F designees would sit on the combined board, each nominated through the second anniversary of closing; those designees are for the M&F Board to choose, and we would be glad to see it choose them from among the shareholders who have held M&F through the generations.

The Series D and Series E preferred stock remain securities of M&F Bancorp, which remains the ECIP recipient. The I-40/I-85 Community Lending Program is built through the Durham charter, in partnership with the historically Black colleges and universities and the faith-based institutions along the corridor, and for the business owners, entrepreneurs and independent sponsors who live and work there. Every one of these terms has been in every proposal we have made, and each is to be set out in the definitive agreement. None of them is a concession we were talked into.

They are the reason we came. We want to say plainly that the combined company is and will remain an African-American bank: owned in large part by the families who believe M&F should be preserved for future generations, governed by a board that is majority African-American by charter and by-law, and carrying forward the 1907 charter of the oldest institution of its kind in North Carolina. That is not a label we are preserving for the regulators. It is who the company is, and it is the point.

And it is a bank for everyone, as M&F Bank has always been. Its doors are open to any family and any business that walks through them, and so are Triad’s; a loan underwritten on a business’s cash flow does not ask who the owner is. The proudest institutions in this state have always been both things at once: rooted in one community and open to all of it. A combined M&F and Triad would be exactly that.

Nobody in North Carolina has anything to fear from a bank like that, and a great many people have been waiting a long time for one. What will the shareholders who stay own? The gain on the Series E repurchase, which the proxy statement estimates at $52.3 million, about $27 for each M&F share, stays in the equity of M&F Bancorp. On a pro forma basis at closing the combined company would have about $1.0 billion of assets, about $107 million of tangible common equity, 10.2% of tangible assets, less than $10 million of holding-company debt, and tangible book value of about $34.87 per M&F share exchanged, against the $18.56 the company reported at June 30, 2026.

What could the shares be worth? The fourteen-page presentation we delivered to the Board sets out the combined balance sheet, the earnings under two stated cases, every assumption, and the result at a range of multiples. Valued at the average of 1.6 times tangible book and 14 times earnings, 1.25 shares would be worth about $47 per M&F share at closing, about $69 at the listing, about $81 at the end of the third year and about $108 at the end of the fifth, in a base case in which Triad’s loan book doubles over three years, M&F’s securities retire Triad’s brokered deposits, cost savings are realized, and M&F takes in deposits it has previously turned away.

On the two banks’ December 2025 run-rate, with those cost savings but no growth, the same arithmetic gives about $50 at the listing, $56 in year three and $70 in year five. At the lowest multiples we tested, 1.2 times book and 10 times earnings, the fifth-year figure is about $79. M&F Bancorp would register its common stock and seek a Nasdaq listing within twelve to eighteen months of closing, for liquidity and access to capital. The figures above are illustrations at stated multiples, not forecasts of a trading price; a holder may sell at any time after the listing at whatever the market then pays; and the assumptions are there to be tested by the Board’s advisers.

We welcome your feedback. How do the two banks work together? The two banks fit because each has what the other lacks, which is the best reason two institutions ever had to work together. M&F holds more deposits and securities than it has loans to fund.

Triad, which opened in March 2020 in the first weeks of the pandemic, had built a loan book of about $407 million by June 30, 2026, against M&F’s $273 million, has been profitable every quarter since 2025, and funds about $120 million of that book with brokered certificates because it has more loan demand than deposits. Put together, five things follow. First, M&F’s securities retire Triad’s brokered deposits, which raises the combined company’s earnings before a single new loan is made. Second, securities that earn a securities yield are redeployed, over time, into loans that earn a loan yield.

Third, the costs of two holding companies become the costs of one. Fourth, Triad’s loan book is planned to double again over three years, funded by deposits and advances, with the I-40/I-85 Community Lending Program widening the net. Fifth, M&F has at times declined large deposits from businesses and institutions, including in the Triad, for the sound reason that a bank with more deposits than loans cannot profitably pay interest on more of them; in the combined company those deposits fund loans, and the arithmetic reverses.

What the combination adds to M&F Bank is the small business, commercial and industrial lending, underwritten on a business’s cash flow, that Triad was founded to do. That kind of credit is needed across the whole of our community and is critical to activating the potential of communities across North Carolina, and M&F’s deposits are what allow it to be done at scale. None of this requires M&F Bank to become something other than what it is. It requires only that its deposits and Triad’s lending be under one roof.

What is Triad’s track record? M&F’s September 30 supplement described Triad’s results as “sub-standard and predominantly unprofitable” and noted that our stock had “declined by over 30% over the past six years.” We do not take offense; a bank that opened the week the world shut down has heard worse. But shareholders are entitled to the rest of that record. Triad opened at $10.00 a share in March 2020 and trades today at about $6.42; it has been profitable in every quarter since 2025; and it built the loan book described above from nothing in six years.

The supplement anticipated “a significant loss of deposits” in a combination with Triad. We believe deposits can increase: M&F has ample opportunity in its markets to take deposits it has previously turned away, and would now have a lending engine that can use them. M&F’s own proxy statement discloses that the pro forma analysis of the Optus transaction itself assumes “the runoff of a certain amount of deposits as of Closing,” in an amount never quantified. The supplement called a multi-bank holding company “unusual in the Southeast.” M&F Bank has held its name, its Durham home office and its charter since 1907.

This structure leaves all three where they are, which is the reason for it. Unusual is sometimes just another word for built on purpose. Why is Triad doing this? Because what we propose is a billion-dollar bank holding company at closing, with two North Carolina charters, governed by a board that keeps its character by charter, with the capital to lend in the communities both banks were founded to serve.

Our goal for the combined company is $2.5 billion of assets by 2030, through the growth set out in the presentation we delivered to the Board and with a Nasdaq listing. We came to M&F because what it has been for 119 years is worth more as the foundation of something larger than as the subject of a sale, and because its shareholders should not have to choose between cash and that future when they can have either. We came, in short, because we believe M&F’s best century is the next one. What did the Board decide on October 14?

On October 13, Triad’s Board wrote to M&F’s Board setting out what Triad regards as misstatements and omissions in the September 30 supplement, and asking when shareholders would be told of Proposal Four. On October 14 the Board answered. It told us it had reviewed the proposal “with the assistance of its independent legal and financial advisors” and had “unanimously concluded” that it does not constitute a “Superior Proposal” and “is not reasonably likely to lead to a Superior Proposal.” It reached that conclusion without a conversation with Triad about it. It told us that any proposal received after 5:00 p.m.

Eastern Time on Friday, October 16 “will not be reviewed by our Board.” And it described the existing agreement, once again, as “up to $53.30 per share in cash,” without mentioning that $6.73 of that figure is paid only if the Series E preferred is redeemed before or within twelve months after closing. What the Board’s letter does not say is whether shareholders will be told any of this before the meeting reconvenes on Tuesday. As of today, they have not been. What were the past proposals?

Proposal Four is our fourth written proposal since August 6. Each asked the Board to engage with us, and each offered more than the one before.