Director at Merchants Bancorp (MBIN) receives 377-share equity retainer grant

Rhea-AI Filing Summary

Merchants Bancorp director receives stock grant as board compensation. Director Thomas Dinwiddie acquired 377 shares of Merchants Bancorp common stock at a reference price of $46.45 per share as an equity portion of his quarterly retainer for board service. After this award, his directly held stake totals 22,385 shares. The number of shares was calculated by dividing the dollar value of the equity retainer by the stated price and rounding up to the nearest whole share.

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^*

Dinwiddie Thomas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		377	A	$46.45(1)	22,385	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. This award represents the equity portion of the Reporting Person's quarterly retainer for service as a director of the Issuer. The number of shares awarded was determined by dividing the dollar value of the equity portion by the price shown, which was the closing price of one share of the Issuer's common stock on the day immediately prior to the most recent scheduled quarterly board meeting, and rounding up to the next whole share.

Remarks:

	/s/ Terry A. Oznick, attorney-in-fact	02/19/2026
	** 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 Thomas Dinwiddie?

Merchants Bancorp reported that director Thomas Dinwiddie acquired 377 shares of common stock. The shares were granted as the equity portion of his quarterly retainer for serving on the board, based on a reference price of $46.45 per share.

At what price was the Merchants Bancorp (MBIN) stock grant to Thomas Dinwiddie measured?

The stock grant to Thomas Dinwiddie was measured using a price of $46.45 per share. This price represented the closing price of Merchants Bancorp common stock on the trading day immediately before the most recent scheduled quarterly board meeting.

How many Merchants Bancorp (MBIN) shares does Thomas Dinwiddie hold after the grant?

After the reported grant, Thomas Dinwiddie directly holds 22,385 shares of Merchants Bancorp common stock. This total includes the newly awarded 377-share equity retainer, reflecting his ongoing compensation for service on the company’s board of directors.

What is the purpose of the Merchants Bancorp (MBIN) stock award to Thomas Dinwiddie?

The stock award represents the equity portion of Thomas Dinwiddie’s quarterly retainer for serving as a director. Instead of only cash, Merchants Bancorp compensates him partly in common stock, aligning a portion of his board compensation with shareholder interests.

How was the number of shares in Thomas Dinwiddie’s Merchants Bancorp (MBIN) grant determined?

The company determined the number of awarded shares by dividing the dollar value of the equity retainer by $46.45, the prior-day closing price, then rounding up to the next whole share. This calculation produced the 377-share grant reported in the insider filing.