Merchants Bancorp (MBIN) CEO logs RSU tax withholding and updated holdings

Rhea-AI Filing Summary

Merchants Bancorp CEO Michael R. Dury reported a routine share withholding tied to equity compensation. On 02/01/2026, 2,972 shares of common stock were withheld at $41.46 per share to cover tax obligations upon vesting of restricted stock units. Following this, he directly owned 135,102 common shares, which include 6,607 unvested restricted stock units scheduled to vest on 02/01/2027 and 02/01/2028. He also indirectly held 18,200 common shares as trustee of the Michael R. Dury GRAT – 2023, plus 26,000 Series C and 4,000 Series D depositary shares.

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^*

Dury Michael R.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO of Merchants Capital

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		2,972(1)	D	$41.46	135,102(2)	D
Common Stock								18,200	I	Trustee of the Michael R. Dury GRAT - 2023
Series C Depositary Shares								26,000	D
Series D Depositary Shares								4,000	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 6,607 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 4,829 vesting 2/1/2027 and 1,778 vesting 2/1/2028.

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.

FAQ

What insider transaction did MBIN CEO Michael R. Dury report?

Michael R. Dury reported 2,972 Merchants Bancorp common shares withheld to cover taxes on vested restricted stock units. The shares were valued at $41.46 each, reflecting a non-open-market, compensation-related adjustment rather than an active share sale.

How many Merchants Bancorp (MBIN) shares does the CEO own after this Form 4?

After the transaction, Michael R. Dury directly owned 135,102 Merchants Bancorp common shares. This total includes 6,607 unvested restricted stock units that will only provide voting rights and dividends once they vest and shares are issued in future years.

What does the F transaction code mean in the MBIN Form 4 filing?

The F code indicates shares were withheld to pay taxes on a stock award. In this case, 2,972 Merchants Bancorp common shares were withheld upon vesting of restricted stock units to satisfy the CEO’s tax withholding obligations related to that equity compensation.

What indirect holdings of Merchants Bancorp stock does the CEO report?

Michael R. Dury reports indirect ownership of 18,200 common shares as trustee of the Michael R. Dury GRAT – 2023. This is in addition to his direct holdings, reflecting trust-related exposure to Merchants Bancorp equity separate from his personally held share accounts.

What preferred or depositary shares does the MBIN CEO hold?

The CEO reports holdings of 26,000 Series C depositary shares and 4,000 Series D depositary shares. These securities are separate from common stock and represent interests in Merchants Bancorp’s preferred share classes, as disclosed in the Form 4 filing’s ownership table.

What future vesting schedule is disclosed for the CEO’s MBIN restricted stock units?

The filing notes 6,607 unvested restricted stock units, with 4,829 scheduled to vest on 02/01/2027 and 1,778 on 02/01/2028. Until vesting and share issuance, these units provide no voting rights and do not receive dividends for the reporting person.