[8-K] Merchants Bancorp Depositary Shares Each Representing a 1/40th Interest in a Share of Series B Fixed-to-Floating Rate Reports Material Event

Rhea-AI Filing Summary

Merchants Bancorp (MBINO) filed an 8-K reporting per-share cash amounts applicable to its outstanding equity securities. The filing lists a $0.10 amount per share on the company’s outstanding common stock and specified per-share cash amounts for several series of preferred stock: $15.00 for 6% Series C (equivalent to $0.375 per depositary share), $20.625 for 8.25% Series D (equivalent to $0.5156 per depositary share), and $19.06 for 7.625% Series E (equivalent to $0.4765 per depositary share). The form is signed by Terry Oznick, General Counsel and Secretary.

Positive

• Clear disclosure of specific per-share cash amounts for common stock and three preferred series
• Includes depositary-share equivalents for preferred series, aiding comparability for depositary shareholders
• Signed by company counsel, indicating formal corporate authorization of the disclosure

Negative

• None.

Insights

Securities Analyst

TL;DR: The 8-K discloses specific per-share cash amounts for common and multiple preferred series; informational but not a full operational update.

The filing provides explicit per-share monetary figures for the company's outstanding common stock and three series of preferred stock, including depositary-share equivalents. This disclosure clarifies the cash amounts associated with those equity classes, which can affect holder expectations for cash treatment of those shares. The document does not include context explaining the purpose of these amounts, timing, or related corporate actions, limiting assessment of immediate financial impact.

Corporate Governance Expert

TL;DR: Formal disclosure is complete for specified share amounts, but the filing lacks context on corporate action rationale or timing.

The itemized presentation of amounts per outstanding share and depositary-share equivalents is compliant with typical disclosure practice for material events tied to equity consideration. However, without accompanying explanatory text—such as whether these figures relate to a liquidation, tender, exchange, or other corporate event—investors cannot determine material consequences. The filing is procedurally useful but not materially explanatory.

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United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 21, 2025

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

Indiana		001-38258		20-5747400
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	MBIN	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value	MBINN	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series D Preferred Stock, without par value	MBINM	NASDAQ
Depositary Shares, each representing a 1/40th interest in a share of Series E Preferred Stock, without par value Common Stock, without par value	MBINL	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

Item 8.01 Other Events.

On August 21, 2025, Merchants Bancorp (the “Company”) issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:

· $0.10 per share on the Company’s outstanding shares of its common stock;

· $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock;

· $20.625 per share (equivalent to $0.5156 per depositary share) on the Company’s outstanding shares of its 8.25% Series D preferred stock; and

· $19.06 per share (equivalent to $0.4765 per depositary share) on the Company’s outstanding shares of its 7.625% Series E preferred stock.

Each of the dividends are payable on October 1, 2025 to shareholders of record on September 15, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated August 21, 2025 issued by Merchants Bancorp.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERCHANTS BANCORP
Date: August 21, 2025	By:	/s/ Terry Oznick
		Name: Terry Oznick
		Title: General Counsel and Secretary

FAQ

What per-share amounts does Merchants Bancorp (MBINO) disclose in this 8-K?

The filing states $0.10 per share for common stock; $15.00 for 6% Series C (equivalent to $0.375 per depositary share); $20.625 for 8.25% Series D (equivalent to $0.5156 per depositary share); and $19.06 for 7.625% Series E (equivalent to $0.4765 per depositary share).

Who signed the 8-K for MBINO?

The filing is signed by Terry Oznick, General Counsel and Secretary.

Does the 8-K explain why these per-share amounts were set?

No. The document lists the amounts but does not provide explanatory context about the purpose, timing, or corporate action related to these figures.

Are depositary-share equivalents provided for the preferred series in the MBINO filing?

Yes. The filing provides depositary-share equivalents for Series C ($0.375), Series D ($0.5156), and Series E ($0.4765).

Is there any timing or payment schedule included in the filing?

No. The filing does not state timing, payment dates, or next steps associated with the disclosed amounts.