Merchants Bancorp (NASDAQ: MBIN) investors reelect board, approve dividends

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Merchants Bancorp reported results of its Annual Meeting of Shareholders held on May 21, 2026 and announced new quarterly dividends. Shareholders elected all director nominees, with support generally around 40 million votes for each nominee; for example, Mark E. Shaffer received 40,600,459 votes for and 43,354 withheld, plus 2,093,858 broker non-votes.

Shareholders also approved two additional proposals, with 38,671,751 votes for one matter and 42,714,503 votes for another. The board declared quarterly cash dividends on its common and preferred stock, payable on July 1, 2026 to shareholders of record on June 15, 2026. The company reported $20.3 billion in assets and $13.0 billion in deposits as of March 31, 2026.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Mark E. Shaffer: 40,600,459 votes Votes for additional proposal 1: 38,671,751 votes Votes for additional proposal 2: 42,714,503 votes +4 more

7 metrics

Votes for Mark E. Shaffer 40,600,459 votes Director election at Annual Meeting of Shareholders

Votes for additional proposal 1 38,671,751 votes For votes on one shareholder matter

Votes for additional proposal 2 42,714,503 votes For votes on another shareholder matter

Dividend record date June 15, 2026 Shareholders of record eligible for quarterly cash dividends

Dividend payment date July 1, 2026 Payment date for declared quarterly dividends

Total assets $20.3 billion As of March 31, 2026

Total deposits $13.0 billion As of March 31, 2026

Key Terms

Annual Meeting of Shareholders, broker non-votes, quarterly cash dividends, bank holding company, +1 more

5 terms

Annual Meeting of Shareholders governance

"Merchants Bancorp held its Annual Meeting of Shareholders on May 21, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quarterly cash dividends financial

"the Company’s Board of Directors declared the following quarterly cash dividends"

bank holding company financial

"parent company and registered bank holding company of Merchants Bank of Indiana"

A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.

Depositary Shares financial

"Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Understanding 8-K Material Events →

05/21/2026 - 04:05 PM

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): May 21, 2026

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

Indiana

001-38258

20-5747400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name or former address, if changed since last report)

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:

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

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

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications 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, without par value	MBIN	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value	MBINN	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series D Preferred Stock, without par value	MBINM	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series E Preferred Stock, without par value	MBINL	NASDAQ
Common Stock, without par value	MBIN	NASDAQ

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

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 5.07 Submission of Matters to a Vote of Security Holders.

Merchants Bancorp (the “Company”) held its Annual Meeting of Shareholders on May 21, 2026. Matters voted upon by holders of the Company’s common stock were:

(1)

election of twelve (12) directors to the Company’s Board of Directors;

(2)

a non-binding, advisory vote on the compensation of the Company’s named executive officers; and

(3)

ratification of the appointment of Forvis Mazars, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

The final number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, for each matter are detailed below.

Election of twelve (12) members to the Company’s Board of Directors to serve until the Company’s 2027 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal, or death:

Director Nominee	For		Withheld		Broker Non-Votes
Michael F. Petrie		40,311,603		332,210		2,093,858
Tamika D. Catchings		34,552,845		6,120,968		2,093,858
Michael S. Curless		40,634,251		9,562		2,093,858
Thomas W. Dinwiddie		40,537,106		106,707		2,093,858
Michael J. Dunlap		40,238,642		405,171		2,093,858
Scott A. Evans		40,238,642		405,171		2,093,858
Andrew A. Juster		34,527,080		6,116,733		2,093,858
Julia L. Kaercher		39,894,133		749,680		2,093,858
Patrick D. O’Brien		34,579,661		6,064,152		2,093,858
Randall D. Rogers, Jr.		40,497,823		145,990		2,093,858
Anne E. Sellers		33,951,013		6,692,800		2,093,858
Mark E. Shaffer		40,600,459		43,354		2,093,858

A non-binding, advisory vote on the compensation of the Company’s named executive officers.

For		Against			Abstentions			Broker Non-Votes
38,671,751			1,947,562			24,500			2,093,858

Ratification of the appointment of Forvis Mazars, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.

For		Against			Abstentions			Broker Non-Votes
42,714,503			18,347			4,821			0

Item 8.01 Other Events.

On May 21, 2026, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:

$0.11 per share on the Company’s outstanding shares of its common stock;

$15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock;

$20.625 per share (equivalent to $0.5156 per depositary share) on the Company’s outstanding shares of its 8.25% Series D preferred stock; and

$19.06 per share (equivalent to $0.4765 per depositary share) on the Company’s outstanding shares of its 7.625% Series E preferred stock.

Each of the dividends are payable on July 1, 2026 to shareholders of record on June 15, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated May 21, 2026 issued by Merchants Bancorp.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

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

	MERCHANTS BANCORP

Date: May 21, 2026	By:	/s/ Terry Oznick
		Name: Terry Oznick
		Title: General Counsel and Secretary

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Declares Quarterly Common and Preferred Dividends

For Release May 21, 2026

CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that its Board of Directors declared the following quarterly cash dividends for the second quarter of 2026, in each case to shareholders of record on June 15, 2026, payable on July 1, 2026:

A dividend of $0.11 per share on the Company’s outstanding shares of its common stock (NASDAQ:MBIN);

A dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock (NASDAQ:MBINN);

A dividend of $20.625 per share (equivalent to $0.5156 per depositary share) on the Company’s outstanding shares of its 8.25% Series D preferred stock (NASDAQ:MBINM).

A dividend of $19.06 per share (equivalent to $0.4765 per depositary share) on the Company’s outstanding shares of its 7.625% Series E preferred stock (NASDAQ:MBINL).

ABOUT MERCHANTS BANCORP

Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple segments, including Multi-family Mortgage Banking that primarily offers multi-family housing and healthcare facility financing and servicing (through this segment it also serves as a syndicator of low-income housing tax credit and debt funds); Mortgage Warehousing that offers mortgage warehouse financing, commercial loans, and deposit services; and Banking that offers retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking. Merchants Bancorp, with $20.3 billion in assets and $13.0 billion in deposits as of March 31, 2026, conducts its business primarily through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Merchants Capital Investments, LLC, Merchants Capital Servicing, LLC, Merchants Investment Partners, LLC, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbancorp.com.

Media Contact: Rebecca Marsh

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@bankmerchants.com

Investor Contact: Tami Durle

Merchants Bancorp

Phone: (317) 324-4556

Email: tdurle@bankmerchants.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Merchants Bancorp (MBIN) shareholders approve at the May 21, 2026 meeting?

Shareholders elected all nominated directors and approved two additional proposals. Director nominees generally received around 40 million votes each, with Mark E. Shaffer receiving 40,600,459 votes for and 43,354 withheld, plus 2,093,858 broker non-votes.

What dividends did Merchants Bancorp (MBIN) declare for the second quarter of 2026?

The board declared quarterly cash dividends on its common and preferred stock. These dividends are payable on July 1, 2026 to shareholders of record on June 15, 2026, continuing the company’s practice of returning cash to equity holders.

When will Merchants Bancorp’s newly declared dividends be paid and to whom?

The dividends are payable on July 1, 2026 to shareholders of record on June 15, 2026. Investors holding Merchants Bancorp common or preferred shares on the record date will be eligible to receive the announced quarterly cash payments.

How large is Merchants Bancorp (MBIN) based on the latest figures in this filing?

Merchants Bancorp reported $20.3 billion in assets and $13.0 billion in deposits as of March 31, 2026. These figures highlight the company’s scale as a diversified bank holding firm operating multiple lending and mortgage-related business segments.

What business segments does Merchants Bancorp (MBIN) operate?

Merchants Bancorp operates Multi-family Mortgage Banking, Mortgage Warehousing, and Banking segments. These focus on multi-family and healthcare facility financing, mortgage warehouse lending, commercial loans, deposit services, retail and correspondent mortgages, agricultural lending, and traditional community banking activities.

On which exchange is Merchants Bancorp (MBIN) listed and what securities trade there?

Merchants Bancorp’s common stock trades on NASDAQ under the symbol MBIN. Depositary shares representing 1/40th interests in its Series C, Series D, and Series E preferred stock also trade on NASDAQ under the symbols MBINN, MBINM, and MBINL, respectively.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.8 KB