Merchants Bancorp (MBIN) SVP reports 2,685-share tax withholding

Rhea-AI Filing Summary

Merchants Bancorp senior vice president and general counsel Terry A. Oznick reported an automatic share withholding tied to equity compensation. On February 1, 2026, 2,685 shares of common stock were withheld at $41.46 per share to cover tax obligations when restricted stock units vested.

After this transaction, Oznick directly beneficially owned 31,374 shares of common stock, which include 9,743 unvested restricted stock units. These unvested units do not provide voting rights or dividends until they vest: 5,440 on 2/1/2027, 2,897 on 2/1/2028, and 1,406 on 2/1/2029. Oznick also directly holds 2,000 Series D Depositary Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Oznick Terry A

Role SVP, General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,685	$41.46	$111K
holding	Series D Depositary Shares	--	--	--

Holdings After Transaction: Common Stock — 31,374 shares (Direct); Series D Depositary Shares — 2,000 shares (Direct)

Footnotes (1)

1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. Includes 9,743 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 5,440 vesting 2/1/2027; 2,897 vesting 2/1/2028; and 1,406 vesting 2/1/2029.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Oznick Terry A

(Last) (First) (Middle)

410 MONON BLVD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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
Common Stock	02/01/2026		F		2,685(1)	D	$41.46	31,374(2)	D
Series D Depositary Shares								2,000	D

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. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.

2. Includes 9,743 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 5,440 vesting 2/1/2027; 2,897 vesting 2/1/2028; and 1,406 vesting 2/1/2029.

Remarks:

	/s/ Terry A Oznick	02/03/2026
	** 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 transaction did Merchants Bancorp (MBIN) report for Terry A. Oznick?

Terry A. Oznick reported an automatic withholding of 2,685 Merchants Bancorp common shares on February 1, 2026 at $41.46 per share. These shares were withheld upon restricted stock unit vesting specifically to cover tax withholding obligations, rather than being an open-market sale for cash proceeds.

How many Merchants Bancorp common shares does Terry A. Oznick own after this Form 4?

After the reported transaction, Terry A. Oznick beneficially owns 31,374 Merchants Bancorp common shares. This figure includes 9,743 unvested restricted stock units that will not carry voting rights or dividends until they vest and are settled in shares on the scheduled future vesting dates.

What future vesting schedule is disclosed for Terry A. Oznick’s Merchants Bancorp restricted stock units?

The filing shows 9,743 unvested restricted stock units for Terry A. Oznick. These are scheduled to vest in tranches: 5,440 units on February 1, 2027, 2,897 units on February 1, 2028, and 1,406 units on February 1, 2029, when shares will be issued upon vesting.

Why were 2,685 Merchants Bancorp shares withheld from Terry A. Oznick?

The 2,685 shares were withheld upon vesting of restricted stock units to satisfy tax withholding obligations. Instead of the insider selling shares in the market, the company retained this number of shares at vesting to cover applicable taxes associated with the equity award.

What additional Merchants Bancorp securities does Terry A. Oznick hold besides common stock?

In addition to common stock, Terry A. Oznick directly holds 2,000 Series D Depositary Shares of Merchants Bancorp. The Form 4 lists this as a non-derivative holding, with no new transaction reported for these depositary shares on the February 1, 2026 transaction date.

Does Terry A. Oznick have voting or dividend rights on all reported Merchants Bancorp equity?

No. The filing states that 9,743 of the reported common share units are unvested restricted stock units. For these unvested units, Oznick does not have voting rights or receive dividends until they vest and the underlying shares are issued on the specified vesting dates.