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Merchants Bancorp (MBIN) CEO reports stock tax withholding and preferred share sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Merchants Bancorp Chairman and CEO Michael F. Petrie reported two February 2026 equity transactions. On February 1, 2026, 9,685 shares of common stock were withheld at $41.46 per share to cover tax obligations from vesting restricted stock units. After this, he directly owned 1,930,308 common shares, including 48,961 unvested RSUs that vest between February 2027 and February 2029. On February 2, 2026, he sold 2,404 Series C Depositary Shares at $20.20 per share, leaving 55,368 Series C Depositary Shares directly owned. He also reports additional indirect common stock holdings through his spouse and various family trusts.

Positive

  • None.

Negative

  • None.
Insider Petrie Michael F.
Role Chairman and CEO
Sold 2,404 shs ($49K)
Type Security Shares Price Value
Sale Series C Depositary Shares 2,404 $20.20 $49K
Tax Withholding Common Stock 9,685 $41.46 $402K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series C Depositary Shares — 55,368 shares (Direct); Common Stock — 1,930,308 shares (Direct); Common Stock — 2,111,868 shares (Indirect, By Spouse)
Footnotes (1)
  1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. 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.
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*
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)
02/01/2026
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 9,685(1) D $41.46 1,930,308(2) D
Series C Depositary Shares 02/02/2026 S 2,404 D $20.2 55,368 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. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.
2. 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 02/03/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Michael F. Petrie reported two transactions: tax-related withholding of 9,685 Merchants Bancorp common shares at $41.46 on February 1, 2026, and an open-market sale of 2,404 Series C Depositary Shares at $20.20 on February 2, 2026.

How many Merchants Bancorp common shares does Michael Petrie directly own after this Form 4?

After the reported transactions, Michael F. Petrie directly owns 1,930,308 shares of Merchants Bancorp common stock. This total includes 48,961 unvested restricted stock units, which do not carry voting rights or dividends until they vest and shares are issued.

What does the tax withholding transaction in MBIN stock represent?

The transaction code “F” for 9,685 common shares represents shares withheld upon vesting of restricted stock units at $41.46 per share. These shares were used to satisfy tax withholding obligations rather than being sold in the open market.

What future vesting schedule is disclosed for Michael Petrie’s MBIN restricted stock units?

The filing states that 48,961 unvested restricted stock units are outstanding, with 27,591 vesting on February 1, 2027, 14,515 vesting on February 1, 2028, and 6,855 vesting on February 1, 2029, when shares will be issued if conditions are met.

What Series C Depositary Share holdings does the MBIN CEO report after the sale?

After selling 2,404 Series C Depositary Shares at $20.20 on February 2, 2026, Michael F. Petrie reports owning 55,368 Series C Depositary Shares directly. This reflects his remaining position in that preferred security following the disclosed transaction.