[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

Rhea-AI Filing Summary

Anne E. Sellers, a director of Merchants Bancorp (MBIN), received an equity award and reported other share changes on Form 4. The filing shows a grant of 540 shares of common stock on 08/21/2025 at a price of $32.42 per share, representing the equity portion of her quarterly director retainer. After the award, Sellers beneficially owns 11,339 shares of common stock directly. The form also reports dispositions of 12,000 Series C depositary shares and 4,000 Series D depositary shares. The award share count was calculated by dividing the dollar value of the equity retainer by the prior trading day's closing price and rounding up.

Positive

• Director alignment with shareholders through an equity-based retainer (540 common shares awarded)
• Transparent disclosure of the award calculation method and resulting beneficial ownership (11,339 common shares)

Negative

• Dispositions of depositary shares totaling 16,000 units (12,000 Series C and 4,000 Series D) without explanation
• No context provided for the depositary share disposals, limiting investor ability to assess intent or impact

Insights

Corporate Governance Expert

TL;DR: Director received routine equity retainer; filings show modest ownership change without clear material governance shift.

The transaction is described as the equity component of a standard quarterly director retainer, which is a common arrangement to align board members with shareholder interests. The grant of 540 common shares at $32.42 is procedural and predictable for a board compensation cycle. Dispositions of 12,000 Series C and 4,000 Series D depositary shares are noted but the filing provides no context on why those depositary shares were sold or whether they affect voting control. Overall, this Form 4 reflects routine compensation and portfolio adjustments rather than a governance event.

Securities Analyst

TL;DR: Insider award increases direct equity exposure slightly; reported depositary share dispositions warrant monitoring if repeated.

The award increases the reporting person's direct common stock holding to 11,339 shares and represents compensation-based issuance rather than open-market purchase. The reported price of $32.42 is the closing price used to compute the share grant. Dispositions of depositary shares total 16,000 units; the filing lacks detail on proceeds or timing beyond the transaction date. For investors, this appears to be routine director compensation and share management, with limited immediate impact on capitalization or control.

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^*

Sellers Anne E.

(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)	11,339	D
Series C Depositary Shares								12,000	D
Series D Depositary Shares								4,000	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 transaction did Anne E. Sellers report on the MBIN Form 4?

The filing reports an award of 540 common shares on 08/21/2025 at $32.42 per share as the equity portion of her quarterly director retainer, plus reported dispositions of 12,000 Series C and 4,000 Series D depositary shares.

How many common shares does Anne E. Sellers beneficially own after the reported transaction?

Following the reported award, the Form 4 shows 11,339 common shares beneficially owned directly by the reporting person.

How was the number of awarded shares determined?

The number of shares was calculated by dividing the dollar value of the equity retainer by the closing price of common stock on the day before the board meeting and rounding up, using a price of $32.42.

Do the reported depositary share disposals indicate a change in control at Merchants Bancorp (MBIN)?

The Form 4 discloses dispositions of 12,000 Series C and 4,000 Series D depositary shares but does not provide information indicating a change in control.

When was the Form 4 signed and filed?

The filing bears the signature of an attorney-in-fact, Terry A. Oznick, with a signature date of 08/25/2025.