Merchants Bancorp (MBIN) CEO sells Series C shares, details trust stakes

Rhea-AI Filing Summary

Merchants Bancorp Chairman and CEO Michael F. Petrie, a director and more than 10% owner, reported open‑market sales of the company’s Series C Depositary Shares. He sold 7,149 shares at $20.20 on 02/06/2026 and 14,610 shares at $20.20 on 02/09/2026.

After these trades, he held 23,263 Series C Depositary Shares directly. Petrie also reported direct beneficial ownership of 1,930,308 shares of common stock and additional indirect common stock holdings through his spouse and several family trusts. The filing notes 48,961 unvested restricted stock units that will vest between 2027 and 2029, during which he does not have voting rights or receive dividends.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Petrie Michael F.

(Last) (First) (Middle)

410 MONON BOULEVARD

(Street)

CARMEL IN 46032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Merchants Bancorp [ MBIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series C Depositary Shares	02/06/2026		S		7,149	D	$20.2	37,873	D
Series C Depositary Shares	02/09/2026		S		14,610	D	$20.2	23,263	D
Common Stock								1,930,308(1)	D
Common Stock								2,111,868	I	By Spouse
Common Stock								1,425,000	I	Spouse is Trustee of the Emily J. Petrie Irrevocable GST Trust 2010
Common Stock								2,611,424	I	Spouse is Trustee of the Emily J. Petrie Irrevocable Trust - 2010
Common Stock								1,425,000	I	Spouse is Trustee of the Julia L. Petrie Irrevocable GST Trust 2010
Common Stock								2,410,152	I	Spouse is Trustee of the Julia L. Petrie Irrevocable Trust - 2010
Common Stock								724,729	I	Spouse is Trustee of The Petrie Grandchildren Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 48,961 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 27,591 vesting 2/1/2027; 14,515 vesting 2/1/2028; and 6,855 vesting 2/1/2029.

Remarks:

	/s/ Terry A. Oznick, attorney-in-fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MBIN Chairman and CEO Michael F. Petrie report?

Michael F. Petrie reported selling Series C Depositary Shares of Merchants Bancorp. He sold 7,149 shares at $20.20 on February 6, 2026, and 14,610 shares at $20.20 on February 9, 2026, as directly owned non-derivative transactions.

How many Series C Depositary Shares of MBIN does Michael F. Petrie hold after these sales?

After the reported sales, Michael F. Petrie beneficially owns 23,263 Series C Depositary Shares directly. These holdings reflect the remaining balance following the 7,149-share sale on February 6, 2026, and the 14,610-share sale on February 9, 2026, both at $20.20 per share.

What is Michael F. Petrie’s direct common stock holding in Merchants Bancorp (MBIN)?

Michael F. Petrie reports direct beneficial ownership of 1,930,308 shares of Merchants Bancorp common stock. This figure includes 48,961 unvested restricted stock units that will vest in tranches on February 1, 2027, February 1, 2028, and February 1, 2029, as disclosed.

What indirect MBIN common stock holdings are associated with Michael F. Petrie’s spouse and family trusts?

Indirect MBIN common stock holdings include 2,111,868 shares held by his spouse and additional shares held in several trusts where his spouse serves as trustee, including the Emily J. Petrie and Julia L. Petrie 2010 irrevocable and GST trusts, plus The Petrie Grandchildren Trust.

How are Michael F. Petrie’s unvested restricted stock units in MBIN structured?

Petrie has 48,961 unvested restricted stock units. He does not have voting rights or receive dividends on these units until they vest and shares are issued: 27,591 vest on February 1, 2027, 14,515 on February 1, 2028, and 6,855 on February 1, 2029.

What roles does Michael F. Petrie hold at Merchants Bancorp (MBIN)?

Michael F. Petrie is reported as a director, Chairman and Chief Executive Officer, and a more than 10% owner of Merchants Bancorp. These roles are explicitly identified in the filing’s relationship section, highlighting both his executive responsibilities and significant ownership position.