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  4. [Form 4] Merchants Bancorp Depositary Shares Each Representing a 1/40th Interest in a Share of Series B Fixed-to-Floating Rate Insider Trading Activity

Merchants Bancorp Form 4: CEO Petrie updates 12.7M share stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Merchants Bancorp (MBIN) Chairman & CEO Michael F. Petrie filed a Form 4 for 08/01/2025. The only transaction was a gift of 20,000 common shares (Code G) at $0.00, moving his direct ownership to 1,919,428 shares. Petrie continues to control sizeable indirect stakes through family trusts and his spouse, totaling roughly 10.8 million additional common shares, plus 100,000 Series C depositary shares. The filing also discloses 58,203 unvested RSUs that vest between 2026-2028, for which he lacks voting rights until settlement.

No open-market purchases or sales were recorded and there was no derivative activity. Given the modest share count relative to Petrie’s overall holdings, the transaction is largely administrative and does not materially alter the insider’s economic exposure to Merchants Bancorp.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine Form 4; CEO gifted 20k shares, direct stake now 1.9 M, overall ownership unchanged—neutral for investors.

The Code G entry signals a non-economic transfer, often charitable or to a family member. Despite the gift, Petrie remains the bank’s largest shareholder, retaining 1.9 M directly and more than 10 M indirectly. No open-market buying or selling implies no immediate valuation signal. The 58 k unvested RSUs vest gradually, limiting near-term dilution. As there is no change in derivative positions or executive compensation terms, the filing is not impactful for the stock’s fundamental outlook.

Insider Petrie Michael F.
Role Chairman and CEO
Type Security Shares Price Value
Gift Common Stock 20,000 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Series C Depositary Shares -- -- --
Holdings After Transaction: Common Stock — 1,919,428 shares (Direct); Common Stock — 2,111,868 shares (Indirect, By Spouse); Common Stock — 1,425,000 shares (Indirect, Spouse is Trustee of the Emily J. Petrie Irrevocable GST Trust 2010); Common Stock — 2,611,424 shares (Indirect, Spouse is Trustee of the Emily J. Petrie Irrevocable Trust - 2010); Common Stock — 1,425,000 shares (Indirect, Spouse is Trustee of the Julia L. Petrie Irrevocable GST Trust 2010); Common Stock — 2,410,152 shares (Indirect, Spouse is Trustee of the Julia L. Petrie Irrevocable Trust - 2010); Common Stock — 724,729 shares (Indirect, Spouse is Trustee of The Petrie Grandchildren Trust); Series C Depositary Shares — 100,000 shares (Direct)
Footnotes (1)
  1. F1. Includes 58,203 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 29,807 vesting 2/1/2026; 20,736 vesting 2/1/2027, and 7,660 vesting 2/1/2028.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many Merchants Bancorp (MBIN) shares did CEO Michael Petrie transfer?
The Form 4 reports a gift of 20,000 common shares on 08/01/2025.

What is Petrie’s direct MBIN share count after the transaction?
He now directly owns 1,919,428 common shares.

Does Petrie hold additional MBIN shares indirectly?
Yes, trusts and spouse accounts hold about 10.8 million additional shares.

Were any MBIN shares bought or sold on the open market?
No. The only transaction was a gift (Code G); there were no purchases or sales.

Are there any unvested restricted stock units disclosed?
Yes, 58,203 RSUs vesting in 2026-2028 are included in Petrie’s direct holdings.
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*
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)
08/01/2025
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 08/01/2025 G 20,000 D $0.00 1,919,428(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
Series C Depositary Shares 100,000 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. Includes 58,203 unvested restricted stock units for which the reporting person does not have voting rights or receive dividends until vested and shares are issued: 29,807 vesting 2/1/2026; 20,736 vesting 2/1/2027, and 7,660 vesting 2/1/2028.
Remarks:
/s/ Terry A. Oznick, attorney-in-fact 08/01/2025
** 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.

Source: View Original Filing on SEC EDGAR