[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

Shane David N., a director of Merchants Bancorp (symbol provided as MBIN in the filing), received an equity award as part of his quarterly director retainer. On 08/21/2025 he was issued 540 shares of common stock at a calculated price of $32.42 per share, bringing his total direct beneficial ownership of common stock to 22,588 shares. The filing also reports direct ownership of 2,000 Series C depositary shares, 2,000 Series D depositary shares, and 2,000 Series E depositary shares.

The filing states the award equals the equity portion of the quarterly retainer, with the share count determined by dividing the dollar value of the equity portion by the prior trading-day closing price and rounding up. The form is signed by an attorney-in-fact, Terry A. Oznick, dated 08/25/2025.

Insights

Corporate Governance Expert

TL;DR: Director received routine equity retainer; ownership increases modestly, typical for board compensation.

The transaction is a non-derivative award representing the equity portion of a quarterly director retainer, not an open-market purchase or sale. The director acquired 540 common shares at a calculated price of $32.42, increasing direct common-stock holdings to 22,588 shares. The disclosure also lists 2,000 depositary shares each of Series C, D and E as directly owned. From a governance perspective, this is a routine compensation-related issuance and is informative about director alignment with shareholders, but it does not indicate a material change to control or capital structure.

Securities Analyst

TL;DR: Small issuance for compensation purposes; no market-impacting divestiture or large acquisition disclosed.

The reported 540-share issuance at $32.42 is an administrative allotment tied to director compensation methodology described in the remarks. The director's total common shares after the award are 22,588. The filing does not report sales, option exercises, or derivative transactions. For investors, this is a routine insider holding update rather than a signal of operational or financial change.

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^*

Shane David N.

(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)	22,588	D
Series C Depositary Shares								2,000	D
Series D Depositary Shares								2,000	D
Series E Depositary Shares								2,000	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 Shane David N. report on Form 4 for Merchants Bancorp (MBIN)?

The Form 4 reports that on 08/21/2025 Shane David N. was issued 540 common shares as the equity portion of his quarterly retainer, at a price of $32.42 per share.

How many common shares does Shane David N. beneficially own after the reported transaction?

Following the reported transaction, Shane David N. beneficially owns 22,588 common shares directly.

Does the Form 4 report any derivative transactions or sales by the reporting person?

No. Table II for derivative securities shows no reported transactions, and the filing records an acquisition (not a sale) of common stock.

What other securities does the filing show Shane David N. owns?

The filing lists direct ownership of 2,000 Series C depositary shares, 2,000 Series D depositary shares, and 2,000 Series E depositary shares.

Who signed the Form 4 and when was it signed?

The form is signed by Terry A. Oznick, attorney-in-fact, with a signature date of 08/25/2025.