MBIN director grant: 540 shares added, direct stake 21,446 shares

Rhea-AI Filing Summary

Merchants Bancorp director Thomas Dinwiddie received 540 shares of the issuer's common stock as the equity portion of his quarterly director retainer, using a per-share price of $32.42 to determine the award. After the award, the reporting person beneficially owned 21,446 shares directly. The award was granted pursuant to the company’s regular director compensation practice, with the share count determined by dividing the dollar value of the equity retainer by the closing share price the day before the most recent scheduled quarterly board meeting.

Positive

• 540 shares awarded as director compensation demonstrates alignment of director pay with shareholder interests
• 21,446 shares beneficially owned following the award, indicating a direct ownership stake disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR Director received a routine equity retainer of 540 shares, increasing direct holdings to 21,446 shares; transaction appears non-material to shareholders.

The reported transaction is a standard director compensation award rather than a market sale or new financing event. At the stated price of $32.42 per share, the grant value was approximately $17,500. Such awards align director pay with shareholder value but normally do not materially change share count or capital structure for the issuer at this scale.

Corporate Governance Expert

TL;DR This is a routine equity-based retainer for board service, disclosed under Section 16 rules; no governance red flags are evident.

The disclosure explains the methodology for calculating the award (using the prior trading day's close and rounding up). The transaction code indicates acquisition for compensation. There is no indication of related-party sales, option exercises, or changes in control. From a governance perspective, the filing meets standard transparency requirements.

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^*

Dinwiddie Thomas

(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)	21,446	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 Merchants Bancorp director Thomas Dinwiddie report on Form 4?

The report shows an acquisition of 540 shares as the equity portion of his quarterly director retainer.

How was the number of shares for the director retainer calculated?

The number of shares was determined by dividing the dollar value of the equity retainer by the closing price per share on the day before the most recent scheduled quarterly board meeting and rounding up.

What price was used to value the award?

The closing price used was $32.42 per share.

How many shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owned 21,446 shares directly following the reported transaction.

Does the Form 4 indicate any derivative transactions or option exercises for this reporting person?

No. Table II for derivative securities is empty; the reported transaction is a non-derivative acquisition of common stock.