Merchants Bancorp (MBIN) CEO sells 1,602 Series C preferred shares

Rhea-AI Filing Summary

Merchants Bancorp Chairman and CEO Michael F. Petrie reported open-market sales of the company’s Series C Depositary Shares. He sold 1,502 shares on February 18, 2026 and 100 shares on February 17, 2026 at a price of $20.20 per share, leaving 17,206 Series C Depositary Shares held directly.

The filing also updates his direct and indirect holdings of Merchants Bancorp common stock, including shares held in his name and by his spouse as trustee of several family trusts. It notes 48,961 unvested restricted stock units that will vest in tranches from 2027 through 2029, for which he has no voting rights or dividends until vesting.

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
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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)
02/17/2026

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	02/17/2026		S		100	D	$20.2	18,708	D
Series C Depositary Shares	02/18/2026		S		1,502	D	$20.2	17,206	D
Common Stock								1,930,308(1)	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. 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	02/19/2026
	** 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.
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FAQ

What did Merchants Bancorp (MBIN) CEO Michael Petrie sell in this Form 4?

Michael F. Petrie reported selling Series C Depositary Shares of Merchants Bancorp in open-market transactions. He sold 1,502 shares on February 18, 2026 and 100 shares on February 17, 2026 at a price of $20.20 per share.

How many Merchants Bancorp Series C Depositary Shares does Petrie hold after these sales?

After the reported open-market sales, Michael F. Petrie directly holds 17,206 Series C Depositary Shares of Merchants Bancorp. This reflects the reduction from selling a total of 1,602 shares across the two consecutive trading days at $20.20 per share.

Are there changes to Michael Petrie’s Merchants Bancorp common stock holdings?

The filing updates Petrie’s direct and indirect common stock positions in Merchants Bancorp, including shares in his own name and those where his spouse serves as trustee of multiple family trusts. These entries reflect reported ownership levels as of February 17, 2026 across several related accounts.

What restricted stock units (RSUs) are reported for Michael Petrie at Merchants Bancorp?

The Form 4 notes 48,961 unvested restricted stock units for Michael Petrie. These RSUs vest in three tranches scheduled for February 1, 2027, February 1, 2028, and February 1, 2029, and he has no voting rights or dividends until shares are issued.

How is Petrie’s spouse involved in Merchants Bancorp share ownership?

Several common stock positions are held indirectly where Petrie’s spouse is trustee of family trusts, including irrevocable trusts and a grandchildren trust. These arrangements reflect indirect ownership reported for compliance, with the trusts holding Merchants Bancorp common shares associated with Petrie’s family.

Does this Merchants Bancorp Form 4 indicate open-market buying or selling activity?

The Form 4 shows open-market selling activity in Series C Depositary Shares by Michael F. Petrie. Both transactions use code “S,” described as a sale in open market or private transaction, and are explicitly labeled as sales rather than purchases.