MBINO Form 4: Director equity retainer grants 540 common shares

Rhea-AI Filing Summary

Andrew Juster, a director of Merchants Bancorp (symbol provided), reported a routine equity award on 08/21/2025 representing his quarterly director retainer. He was granted 540 shares of common stock at an attributable price of $32.42 per share, determined by the prior trading-day closing price and rounded up to the next whole share. After this award, the Form 4 shows he beneficially owns 24,852 common shares plus 20,000 Series C depositary shares and 12,000 Series D depositary shares. The filing was signed by an attorney-in-fact, Terry A. Oznick, on 08/25/2025. The filing states the award is the equity portion of the quarterly director retainer and uses the closing price method to compute shares.

Positive

• Director received equity compensation (540 common shares) as part of a standard quarterly retainer, aligning management incentives with shareholders
• Transparent calculation method disclosed: shares determined by dividing the equity dollar value by the prior trading-day closing price ($32.42) and rounding up
• Comprehensive beneficial ownership disclosed: post-transaction holdings listed for common stock (24,852) and depositary series (20,000 Series C; 12,000 Series D)

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director equity retainer increased insider common holdings by 540 shares, a small, non-dilutive compensation event.

The Form 4 documents a standard compensation mechanism where the director received an equity component of the quarterly retainer on 08/21/2025. The grant was calculated using the prior trading-day closing price of $32.42, implying a cash-equivalent grant of roughly $17,506.80 before rounding effects. Post-transaction beneficial ownership totals 24,852 common shares and notable holdings in depositary series (20,000 Series C; 12,000 Series D). This is a routine disclosure with limited immediate financial impact on shareholders or the capital structure.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting for director compensation; no governance red flags apparent.

The report clearly identifies the reporting person as a director and specifies the equity award as the quarterly retainer's equity portion, using an objective pricing method (closing price prior to the board meeting) and rounding. The filing was executed by an attorney-in-fact, which is common practice. There are no indications of accelerated vesting, option grants, or related-party transactions beyond standard director compensation in this submission.

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^*

JUSTER ANDREW

(Last) (First) (Middle)

410 MONON BLVD

(Street)

CARMEIL 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)	24,852	D
Series C Depositary Shares								20,000	D
Series D Depositary Shares								12,000	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 did Andrew Juster report on the Form 4 for MBINO?

He reported receiving 540 shares of common stock on 08/21/2025 as the equity portion of his quarterly director retainer, priced at $32.42 per share.

How many shares does Andrew Juster beneficially own after the transaction?

Following the reported award he beneficially owns 24,852 common shares plus 20,000 Series C depositary shares and 12,000 Series D depositary shares.

What method was used to determine the number of shares awarded?

The award was calculated by dividing the dollar value of the equity portion of the retainer by the closing price on the day before the board meeting ($32.42) and rounding up to the next whole share.

Who signed the Form 4 filing?

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

Does the Form 4 indicate any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions; only a non-derivative equity award is listed.