Merchants Bancorp (MBIN) CEO Petrie discloses sales of common and preferred shares

Rhea-AI Filing Summary

Merchants Bancorp Chairman and CEO Michael F. Petrie reported open‑market sales of both preferred and common equity. On February 26, 2026, he sold 13,871 Series C Depositary Shares at a weighted average price of $20.25 per share, leaving 2,958 Series C shares held directly. That same day he sold 15,000 common shares at a weighted average price described between $44.05 and $44.00 per share, and held 1,893,328 common shares directly afterward, including 48,961 unvested restricted stock units that carry no voting rights or dividends until they vest.

On February 25, 2026, Petrie also sold 377 Series C Depositary Shares at a weighted average price of $20.20 per share. In addition to his direct holdings, the disclosure lists substantial indirect ownership of Merchants Bancorp common stock through his spouse and several family trusts for which his spouse acts as trustee.

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

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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)
02/25/2026

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	02/25/2026		S		377	D	$20.2	16,829	D
Series C Depositary Shares	02/26/2026		S		13,871	D	$20.25(1)	2,958	D
Common Stock	02/26/2026		S		15,000	D	$44.05(2)	1,893,328(3)	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								746,709	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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.20 to $20.33 per share, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.05 to $44.00 per share, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 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	02/27/2026
	** 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 did MBIN Chairman Michael F. Petrie sell in this Form 4?

Michael F. Petrie reported open‑market sales of Series C Depositary Shares and common stock of Merchants Bancorp. The transactions occurred on February 25–26, 2026, and involved thousands of shares sold at weighted average prices around $20 and $44.

How many Merchants Bancorp Series C Depositary Shares did Petrie sell?

Petrie sold 13,871 Series C Depositary Shares on February 26, 2026, at a weighted average price of $20.25, and 377 shares on February 25, 2026, at a weighted average price of $20.20, leaving him with 2,958 Series C shares held directly afterward.

What common stock transactions did MBIN’s CEO report?

On February 26, 2026, Petrie reported selling 15,000 Merchants Bancorp common shares in open‑market trades. The weighted average sale price was described between $44.05 and $44.00 per share, and he held 1,893,328 common shares directly after these transactions.

How many Merchants Bancorp shares does Petrie hold after these sales?

After the reported transactions, Petrie held 1,893,328 common shares directly, plus 2,958 Series C Depositary Shares. His direct common total includes 48,961 unvested restricted stock units, which currently provide no voting rights or dividends until vesting and share issuance.

What do the unvested restricted stock units for MBIN represent?

The filing notes 48,961 unvested restricted stock units included in Petrie’s direct common share figure. These units vest on specific dates in 2027, 2028, and 2029, and do not carry voting rights or pay dividends until they vest and actual shares are issued.

Does Petrie have indirect ownership in Merchants Bancorp stock?

Yes. The disclosure lists large indirect common stock holdings attributed to Petrie through his spouse and several family trusts. His spouse is named as trustee for multiple 2010 irrevocable trusts and a Petrie Grandchildren Trust, each holding significant blocks of Merchants Bancorp common shares.

What is the overall share direction in this MBIN Form 4?

The transactions show a net sale of Merchants Bancorp shares by Petrie. The summary data indicates 29,248 shares sold across the reported transactions, with no offsetting purchases, reflecting overall net selling activity during the disclosed period.