Merchants Bancorp (MBIN) CEO trims Series C stake while holding large common position

Rhea-AI Filing Summary

Merchants Bancorp Chairman and CEO Michael F. Petrie reported open-market sales of Series C Depositary Shares on three dates in February 2026. He sold 1,383 shares on February 3, 6,929 shares on February 4, and 2,034 shares on February 5, each at a price of $20.20 per share, and held 45,022 Series C shares directly afterward.

Petrie also reports substantial common stock ownership. He holds 1,930,308 common shares directly, which include 48,961 unvested restricted stock units scheduled to vest between February 2027 and February 2029. Additional common shares are held indirectly through his spouse and multiple family trusts for which his spouse serves 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

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^*

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)
02/03/2026

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	02/03/2026		S		1,383	D	$20.2	53,985	D
Series C Depositary Shares	02/04/2026		S		6,929	D	$20.2	47,056	D
Series C Depositary Shares	02/05/2026		S		2,034	D	$20.2	45,022	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	02/05/2026
	** 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 MBIN Chairman and CEO Michael F. Petrie sell in this Form 4?

Michael F. Petrie reported selling Series C Depositary Shares of Merchants Bancorp. He executed three open-market sales in early February 2026 at a price of $20.20 per share and continued to hold a sizeable remaining Series C position afterward.

On which dates did MBIN CEO Michael F. Petrie sell Series C Depositary Shares?

The reported sales occurred on February 3, 4, and 5, 2026. Each transaction involved Merchants Bancorp Series C Depositary Shares sold in the open market, all at a reported transaction price of $20.20 per share, according to the Form 4 filing details.

How many Merchants Bancorp Series C Depositary Shares does Michael F. Petrie hold after these trades?

After the reported transactions, Michael F. Petrie directly holds 45,022 Series C Depositary Shares. This figure reflects his remaining position following the three February 2026 open-market sales disclosed in the Form 4 insider transaction table.

What is Michael F. Petrie’s direct common stock ownership in Merchants Bancorp (MBIN)?

Michael F. Petrie directly owns 1,930,308 shares of common stock of Merchants Bancorp. This total includes 48,961 unvested restricted stock units that will vest and deliver shares between February 2027 and February 2029, as described in the filing footnote.

What indirect Merchants Bancorp common stock holdings are associated with Michael F. Petrie?

Indirect holdings include common shares held by his spouse and multiple family trusts where his spouse is trustee. These trusts include the Emily J. Petrie and Julia L. Petrie 2010 irrevocable and GST trusts, plus The Petrie Grandchildren Trust, each reporting separate share amounts.

What does the Form 4 say about Michael F. Petrie’s restricted stock units in MBIN?

The Form 4 notes 48,961 unvested restricted stock units in Petrie’s direct holdings. He does not have voting rights or dividends on these units until they vest, scheduled on February 1 of 2027, 2028, and 2029, with specific tranche amounts listed.