MBIN Form 4: Director Receives 540 Common Shares as Retainer

Rhea-AI Filing Summary

Merchants Bancorp (MBIN) director Sue Anne Gilroy was awarded 540 shares of common stock on 08/21/2025 as the equity portion of her quarterly director retainer. The award price used to calculate the shares was the closing price on the trading day before the most recent scheduled quarterly board meeting, shown as $32.42 per share. After the award, Ms. Gilroy beneficially owns 12,745 shares. The Form 4 was signed via attorney-in-fact Terry A. Oznick on 08/25/2025. The filing discloses a routine compensation-related share issuance to a director.

Positive

• 540 shares awarded to director Sue Anne Gilroy on 08/21/2025 as equity portion of quarterly retainer
• Post-transaction beneficial ownership clearly reported as 12,745 shares
• Award calculation method disclosed: dollar value divided by prior-day closing price and rounded up

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 540 shares as routine equity retainer; impact on outstanding shares appears immaterial from this filing alone.

The filing documents a standard non-derivative issuance of 540 common shares to a board director, priced at $32.42 per share and granted as the equity portion of the quarterly retainer. The report shows the director's post-transaction beneficial ownership at 12,745 shares. There is no disclosure of cash component, total dollar value of the retainer beyond the per-share price, or changes to executive roles. This appears to be a routine disclosure under Section 16 without additional corporate governance changes or material transactions.

Corporate Governance Expert

TL;DR: This Form 4 reflects routine director compensation via equity; disclosure and signature by attorney-in-fact are properly documented.

The report identifies the reporting person as a director and indicates the award method: dividing the dollar value of the equity retainer by the prior-day closing price and rounding up. The Form 4 includes the reporting relationship, transaction code indicating acquisition, and an explanatory footnote describing the award mechanics. Execution by an attorney-in-fact is noted with signature and date. The filing contains no indications of unusual governance actions or related-party transactions beyond the standard retainer award.

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^*

Gilroy Sue Anne

(Last) (First) (Middle)

410 MONON BLVD

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		540	A	$32.42(1)	12,745	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. This award represents the equity portion of the Reporting Person's quarterly retainer for service as a director of the Issuer. The number of shares awarded was determined by dividing the dollar value of the equity portion by the price shown, which was the closing price of one share of the Issuer's common stock on the day immediately prior to the most recent scheduled quarterly board meeting, and rounding up to the next whole share.

Remarks:

	/s/ Terry A. Oznick, attorney-in-fact	08/25/2025
	** 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 transaction did Sue Anne Gilroy report on MBIN's Form 4?

The Form 4 reports an acquisition of 540 common shares on 08/21/2025 as director compensation.

At what price were the shares valued for the award?

The shares were valued at $32.42, the closing price on the trading day before the most recent scheduled quarterly board meeting.

How many shares does Sue Anne Gilroy own after this transaction?

The filing reports 12,745 shares beneficially owned following the award.

Why were the shares granted to the director?

The explanation states the award represents the equity portion of the director's quarterly retainer.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Terry A. Oznick, attorney-in-fact on 08/25/2025.