8-K

Merchants Bancorp (MBIN)

8-K 2025-04-28 For: 2025-04-28
View Original
Added on April 06, 2026

United

                                        States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest eventreported): April 28, 2025


Merchants Bancorp

(Exact Name of Registrant as Specifiedin its Charter)


Indiana 001-38258 20-5747400
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)

410 Monon BoulevardCarmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class Trading<br> <br><br> Symbol(s) Name<br> of each exchange on which registered
Common Stock, without par value MBIN NASDAQ
Depositary<br> Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value MBINN NASDAQ
Depositary<br> Shares, each representing a 1/40th interest in a share of Series D Preferred Stock, without par value MBINM NASDAQ
Depositary<br>Shares, each representing a 1/40th interest in a share of Series E Preferred Stock, without par value MBINL NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2025, Merchants Bancorp issued a press release reporting its financial results for the first quarter of 2025. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated April 28, 2025 issued by Merchants Bancorp.
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERCHANTS BANCORP
Date: April 28, 2025 By: /s/ Terry Oznick
Name: Terry Oznick
Title: General Counsel

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Reports First Quarter 2025 Results

For Release April 28, 2025

· First quarter 2025 net income of $58.2 million, decreased $28.8 million compared to first quarter of 2024 and decreased $37.4 million<br>compared to the fourth quarter 2024, reflecting market uncertainty that delayed<br>origination closings and permanent loan conversions in a growing pipeline, which negatively impacted the recognition of gain on sale and<br>net interest margin. The decrease in net income was also impacted by unfavorable fair market value adjustments to servicing rights and<br>derivatives compared to prior periods.
· First quarter 2025 diluted earnings per common share of $0.93 decreased 48% compared to the first quarter of 2024 and decreased 50%<br>compared to the fourth quarter of 2024.
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· Unfavorable fair market value adjustments to servicing rights on loans and interest rate floor derivatives negatively impacted results<br>during the first quarter of 2025 by approximately $0.05 per diluted common share, compared to the $0.29 per share impact of positive fair<br>market value adjustments in the first quarter of 2024 and $0.21 in the fourth quarter of 2024.
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· Tangible book value per common share reached a record-high of $34.90 and increased 19% compared to $29.26 in the first quarter of<br>2024 and increased 2% compared to $34.15 in the fourth quarter of 2024.
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· As of March 31, 2025, the Company had $4.7 billion in unused borrowing capacity with the Federal Home Loan Bank and the Federal<br>Reserve Discount window, representing 25% of total assets.
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· Total assets of $18.8 billion increased 5% compared to March 31, 2024, and was essentially unchanged compared to December 31,<br>2024.
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· Loans receivable of $10.3 billion, net of allowance for credit losses on loans, decreased $346.8 million, or 3%, compared to March 31,<br>2024, and decreased $10.3 million compared to December 31, 2024.
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· Core deposits of $10.7 billion increased $2.5 billion, or 30%, compared to March 31, 2024 and increased $1.3 billion, or 14%,<br>compared to December 31, 2024. Core deposits now represent 86% of total deposits, reaching the highest level the Company has reported<br>since March 2022.
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· Brokered deposits of $1.7 billion decreased $4.0 billion, or 70%, compared to March 31, 2024, and decreased $815.7 million compared<br>to December 31, 2024.
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· The Company redeemed all outstanding shares of the Series B Preferred<br>Stock for approximately $125.0 million on January 2, 2025, at the liquidation preference of $1,000 per share (equivalent to $25 per<br>depositary share).
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CARMEL, Indiana – (PR Newswire) - Merchants Bancorp (the “Company” or “Merchants”) (Nasdaq: MBIN), parent company of Merchants Bank, today reported first quarter 2025 net income of $58.2 million, or diluted earnings per common share of $0.93. This compared to $87.1 million, or diluted earnings per common share of $1.80 in the first quarter of 2024, and compared to $95.7 million, or diluted earnings per common share of $1.85 in the fourth quarter of 2024.

Despite some challenges this quarter, we remain confidentin our strategic direction and outlook for future performance. The lower gain on sale of loans and recent deterioration in asset qualityare temporary setbacks. Our ongoing efforts to optimize loan workouts and to invest in growth opportunities position us for a strongerand more resilient future. Our loan pipeline remains strong, and we are well-positioned to execute when the uncertain interest rate environmentbecomes clearer for our borrowers,” said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants, added, “Our team has shown remarkable dedication and resilience in navigating new challenges. We are proud of our culture ofcollaboration and innovation, which drives us to continuously improve and adapt to an ever-changing environment. As we move forward, weare focused on enhancing our operations and investing in our people and processes to ensure long-term success. Together, we are committedto building a stronger foundation for future growth and delivering value to our stakeholders and communities.”

Net income of $58.2 million for the first quarter of 2025 decreased by $28.8 million, or 33%, compared to the first quarter of 2024, reflecting market uncertainty that delayed origination closings and permanent loan conversions in a growing pipeline, which negatively impacted the recognition of gain on sale and net interest margin. The decrease in net income was primarily driven by a $17.2 million, or 42%, decrease in noninterest income, a $12.8 million, or 26%, increase in noninterest expense, a $4.9 million, or 4%, decrease in net interest income, and a $3.0 million, or 63%, increase in provision for credit losses on loans, which was partially offset by a $9.0 million, or 33%, decrease in provision for income tax. Of the $28.8 million decrease in net income, $19.3 million, or $0.34 per diluted common share, was attributable to changes in valuation adjustments. Noninterest income included a $754,000 negative fair market value adjustment to servicing rights and a $2.3 million negative fair market value adjustment to derivatives, which compared to positive fair market value adjustments of $14.0 million to servicing rights and $2.3 million to derivatives, in the first quarter of 2024.

Net income of $58.2 million for the first quarter 2025 decreased by $37.4 million, or 39%, compared to the fourth quarter of 2024, reflecting market uncertainty that delayed origination closings and permanent loan conversions in a growing pipeline, which negatively impacted the recognition of gain on sale and net interest margin. The decrease in net income was primarily driven by a $35.5 million, or 60%, decrease in noninterest income, a $12.4 million, or 9% decrease in net interest income, and a $5.0 million, or 187%, increase in provision for credit losses on loans, which was partially offset by a $14.0 million, or 43%, decrease in provision for income taxes. Of the $37.4 million decrease in net income, $16.0 million, or $0.26 per diluted common share, was attributable to changes in valuation adjustments. The decrease in noninterest income reflected lower gain on sale of loans, loan servicing fees, syndication and asset management fees, and other income. Noninterest income included a $754,000 negative fair market value adjustment to servicing rights and a $2.3 million negative fair market value adjustment to derivatives, which compared to positive adjustments of $10.4 million and $2.6 million, respectively, in the fourth quarter of 2024.

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Preferred Stock Redemption

The Company redeemed all outstanding shares of the Series B Preferred Stock for approximately $125.0 million on January 2, 2025, at the liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The $4.2 million expenses associated with the original issuance, which were capitalized in 2019, were recognized through retained earnings upon redemption, thus reducing net income available to common shareholders. Similarly, the redemption resulted in an excise tax of $1.2 million that will not be payable until 2025 taxes are due in 2026, and any future issuance of shares until one year after the redemption can offset the amount of excise tax that will be paid.

Total Assets

Total assets of $18.8 billion at March 31, 2025 increased by $975.2 million, or 5%, compared to March 31, 2024, and remained essentially unchanged compared to December 31, 2024. The increase compared to March 31, 2024 was primarily driven by higher balances in the mortgage warehouse portfolios, as well as securities held to maturity.

Return on average assets was 1.31% for the first quarter of 2025 compared to 2.07% for both the first quarter of 2024 and the fourth quarter of 2024.

Asset Quality

The allowance for credit losses on loans of $83.4 million, as of March 31, 2025, increased by $7.7 million, or 10%, compared to March 31, 2024, and decreased by $973,000, or 1%, compared to December 31, 2024. The $7.7 million increase compared to March 31, 2024 was primarily related to loans in the multi-family portfolio, which were partially offset by charge-offs. The decrease compared to December 31, 2024 was driven by $10.5 million in charge-offs that were partially offset by a $9.5 million increase in provision expense on loans, primarily related to the multi-family portfolio.

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The $83.4 million allowance for credit losses on loans as of March 31, 2025, compared to the net charge-offs of $20.2 million over the last twelve months ended March 31, 2025, could absorb four years of losses, assuming recent loss levels continue.

The Company recorded charge-offs for five customers, primarily in the multi-family loan portfolio, totaling $10.5 million, and recorded $28,000 of recoveries during the first quarter 2025. This compares to $925,000 in charge-offs and $1,000 in recoveries during the first quarter of 2024 and to $10.6 million in charge-offs and $136,000 of recoveries in the fourth quarter of 2024.

As of March 31, 2025, non-performing loans were $284.6 million, or 2.73% of loans receivable, compared to $131.8 million, or 1.22%, as of March 31, 2024, and $279.7 million, or 2.68%, as of December 31, 2024. The increase in non-performing loans compared to March 31, 2024 was primarily driven by multi-family and healthcare customers with delinquent payments on variable rate loans that have required higher payments, as well as the financial deterioration of a few sponsors. The higher payments are associated with the floating nature of the loan terms, which has resulted in elevated interest rates relative to when the loans were originated. The $4.9 million increase compared to December 31, 2024 was primarily due to one multi-family customer. Delinquency levels on total loans have modestly increased by $10.1 million, to $334.7 million, compared to December 31, 2024.

As of March 31, 2025, all substandard loans have been evaluated for impairment and these loans have specific reserves of $20.9 million. Although there has been an increase in adversely classified loans, underlying asset values remain strong overall and loans are well-collateralized.

The Company has been making additional efforts to reduce its credit risk through loan sale and securitization activities since 2019. In April of 2023, as well as March and December of 2024, the Company strategically executed credit protection arrangements through a credit linked note and credit default swaps totaling $2.9 billion in loans to reduce risk of losses, with incremental coverage ranging from 13-14% of the unpaid principal balances for each arrangement. Despite having credit protection on these loans, the Company also continues to carry an allowance for credit losses on loans held for investment. As of March 31, 2025, the balance of loans subject to credit protection arrangements was $2.2 billion.

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Securities Available for Sale

Total securities available for sale of $961.2 million as of March 31, 2025 decreased by $100.1 million, or 9%, compared to March 31, 2024, and decreased by $18.9 million, or 2%, compared to December 31, 2024. The decrease compared to March 31, 2024 was primarily due to maturities and repayments, as well as fair value adjustments that were partially offset by purchases.

Securities Held to Maturity

Total securities held to maturity of $1.6 billion as of March 31, 2025 increased by $431.1 million, or 37%, compared to March 31, 2024, and decreased $58.4 million, or 4%, compared to December 31, 2024. The increase compared to March 31, 2024 was primarily due to purchases of senior investment securities backed by residential and healthcare loans retained as part of credit risk transfer securitization transactions originated by the Company. The lower-risk, senior certificates represent nearly 90% of the beneficial interests, while the remaining subordinated certificates are held by third parties, thereby minimizing the risk of loss to the Company.

Total Deposits

Total deposits of $12.4 billion at March 31, 2025 decreased by $1.6 billion, or 11%, compared to March 31, 2024, and increased by $486.2 million, or 4%, compared to December 31, 2024. The decrease compared to March 31, 2024 was driven by reductions in brokered certificates of deposit accounts, in favor of additional cost-effective borrowing. The change compared to December 31, 2024 was primarily due to growth in core deposits.

Core deposits of $10.7 billion at March 31, 2025 increased by $2.5 billion, or 30%, from March 31, 2024 and increased by $1.3 billion, or 14%, from December 31, 2024. Core deposits represented 86% of total deposits at March 31, 2025, 59% of total deposits at March 31, 2024, and 79% of total deposits at December 31, 2024.

Total brokered deposits of $1.7 billion at March 31, 2025 decreased $4.0 billion, or 70%, from March 31, 2024 and decreased $815.7 million, or 32%, from December 31, 2024. As of March 31, 2025, brokered certificates of deposit had a weighted average remaining duration of 67 days.

Liquidity

Cash balances of $521.3 million as of March 31, 2025 increased by $12.5 million, or 2%, compared to March 31, 2024 and increased by $44.7 million, or 9%, compared to December 31, 2024. The Company continues to have significant borrowing capacity, with unused lines of credit totaling $4.7 billion as of March 31, 2025 compared to $5.6 billion at March 31, 2024 and $4.3 billion at December 31, 2024. Furthermore, its $3.3 billion line of credit availability with the Federal Reserve Bank of Chicago alone could fund 107% of its uninsured deposits, which represented approximately 24% of total bank deposits as of March 31, 2025.

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This liquidity enhances the Company’s ability to effectively manage interest expense and asset levels in the future. Additionally, the Company’s business model is designed to continuously sell or securitize a significant portion of its loans, which provides flexibility in managing its liquidity.

Comparison of Operating Results for the ThreeMonths Ended

March 31, 2025 and 2024

Net Interest Income of $122.2 million decreased $4.9 million, or 4%, compared to $127.1 million, reflecting lower interest income and higher interest expense on borrowings, which were partially offset by lower interest expense on deposits.

· Net interest margin of 2.89% decreased 25 basis points compared to 3.14%. The margin was negatively impacted by a significant shift<br>in business mix, as lower-margin loans held for sale balances, consisting of primarily warehouse loans, grew by $480.3 million, or 14%,<br>and warehouse repurchase agreements grew by $265.3 million, or 23%, while higher-margin loans receivable balances contracted by $339.1,<br>or 3%.
· Interest rate spread of 2.38% decreased 20 basis points compared to 2.58%.
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Interest Income of $287.2 million decreased $27.0 million, or 9%, compared to $314.2 million. The decrease primarily reflected lower average yields on loans and loans held for sale, partially offset by higher average balances on securities held to maturity.

· Average yields on loans and loans held for sale of 7.06% decreased 105 basis points compared to 8.11%.
· Average balances of $13.8 billion for loans and loans held for sale increased $256.2 million, or 2% compared to $13.5 billion.
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· Average balances of $1.6 billion for securities held to maturity increased $447.1 million, or 37%, compared to $1.2 billion.
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Interest Expense of $165.0 million decreased $22.1 million, or 12%, compared to $187.1 million. The decrease reflected lower average balances at lower average rates on certificates of deposit that were partially offset by higher average balances at lower average rates on borrowings.

· Average balances of $3.4 billion for certificates of deposit decreased by $2.3 billion, or 41%, compared to $5.7 billion.
· Average interest rates of 4.67% for certificates of deposit decreased by 73 basis points compared to 5.40%.
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· Average balances of $3.1 billion for borrowings increased by $2.4 billion, or 336%, compared to $716.9 million.
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· Average interest rates of 5.33% for borrowings decreased by 370 basis points compared to 9.03%.
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Noninterest Income of $23.7 million decreased $17.2 million, or 42%, compared to $40.9 million, primarily due to a $19.3 million change in valuation adjustments. The $17.2 million decrease reflected a $15.4 million, or 79%, decrease in loan servicing fees and a $2.8 million, or 47%, decrease other income, partially offset by a $2.3 million, or 24%, increase in gain on sale of loans.

· Loan servicing fees included a $754,000 negative fair market value adjustment to servicing rights, with a $1.2 million negative adjustment<br>in the Banking segment and a $449,000 positive adjustment in the Multi-family Mortgage Banking segment. This compared to a $14.0 million<br>positive fair market value adjustment to servicing rights in the prior period with a $0.8 million positive adjustment in the Banking segment<br>and a $13.2 million positive adjustment in the Multi-family Mortgage Banking segment. The value of servicing rights generally increases<br>in rising 10-year interest rate environments and declines in falling interest rate environments due to expected prepayments and earning<br>rates on escrow deposits.
· Other income included a $2.3 million negative fair market value adjustment to the floor derivatives compared to a $2.3 million positive<br>fair market value adjustment in the prior period.
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· Gain on sale of loans increased $2.3 million, or 24%, reflecting higher volume in the multi-family loan portfolio.
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Noninterest Expense of $61.7 million increased $12.8 million, or 26%, compared to $48.9 million, primarily due to a $6.8 million, or 23%, increase in salaries and employee benefits to support business growth, including $2.5 million associated with the addition of production staff, which is expected to elevate production, gain on sale and expenses in future quarters as well. Also contributing to the higher expenses during the quarter, was a $3.9 million increase in credit risk transfer premium expense associated with ongoing credit default swaps that were executed in March and December 2024, as well as a $2.1 million, or 41%, increase in deposit insurance expense, reflecting an increase in underperforming assets, coupled with an increase in total assets.

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Comparison of Operating Results for the ThreeMonths Ended

March 31, 2025 and December 31,2024

Net Interest Income of $122.2 million decreased $12.4 million, or 9%, compared to $134.6 million, primarily due to lower average yields on lower average balances on loans and loans held for sale. These decreases were partially offset by lower average balances on certificates of deposit at lower rates.

· Net interest margin of 2.89% decreased 10 basis points compared to 2.99%. The margin was negatively impacted by a shift in business<br>mix, as lower-margin loans held for sale balances, consisting of primarily warehouse loans, grew by $211.9 million, or 6%, and higher-margin<br>loans receivable balances contracted by $11.3 million during the quarter.
· Interest rate spread of 2.38% decreased 8 basis points compared to 2.46%.
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Interest Income of $287.2 million decreased $34.1 million, or 11%, compared to $321.3 million, primarily reflecting a decrease in average yield and balances on loans and loans held for sale and a decrease in average yield on securities held to maturity.

· Average yields on loans and loans held for sale of 7.06% decreased 37 basis points compared to 7.43%.
· Average balances of $13.8 billion for loans and loans held for sale decreased $534.7 million, or 4%, compared to $14.3 billion.
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· Average yields on securities held to maturity of 6.01% decreased 46 basis points compared to 6.47%.
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Interest Expense of $165.0 million decreased $21.7 million, or 12% compared to $186.7 million. The decrease was primarily driven by lower average balances at lower rates on certificates of deposit and partially offset by higher average balances on money market accounts.

· Average balances of $3.4 billion for certificate of deposit accounts decreased $746.2 million, or 18%, compared to $4.1 billion.
· Average interest rates of 4.67% for certificate of deposit accounts decreased 35 basis points compared to 5.02%.
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· Average balances of $5.1 billion for interest-bearing checking accounts decreased $458.3 million, or 8%, compared to $5.6 billion.
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· Average interest rates of 4.01% for interest-bearing checking accounts decreased 18 basis points compared to 4.19%.
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Noninterest Income of $23.7 million decreased $35.5 million, or 60%, primarily due to an $13.4 million, or 54%, decrease in gain on sale of loans, a $10.9 million, or 73%, decrease in loan servicing fees, a $5.9 million, or 64%, decrease in syndication and asset management fees, and a $5.3 million, or 63%, decrease in other income.

· Gain on sale of loans decreased $13.4 million, as elevated interest rates have contributed to delays in borrowers converting to permanent<br>loans.
· Loan servicing fees included a $754,000 negative fair market value adjustment to servicing rights, with a $1.2 million negative adjustment<br>in the Banking segment and a $449,000 positive adjustment in the Multi-family Mortgage Banking segment. This compared to a $10.4 million<br>positive fair market value adjustment to servicing rights in the prior period, with a $2.5 million positive adjustment in the Banking<br>segment and a $7.9 million positive adjustment in the Multi-family Mortgage Banking segment. The value of servicing rights generally increases<br>in rising 10-year interest rate environments and declines in falling interest rate environments due to expected prepayments and earning<br>rates on escrow deposits.
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· Other income included a $2.3 million negative fair market value adjustment to floor derivatives compared to a $2.6 million positive<br>fair market value adjustment to derivatives in the fourth quarter of 2024.
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Noninterest Expense of $61.7 million decreased $1.5 million, or 2%, compared to $63.2 million, primarily driven by a $2.2 million, or 44%, decrease in professional fees, which was partially offset by a $1.9 million, or 98%, increase in credit risk transfer premium expense.

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About Merchants Bancorp

Ranked as a top performing U.S. public bank by S&P Global Market Intelligence, Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple segments, including Multi-family Mortgage Banking that primarily offers multi-family housing and healthcare facility financing and servicing (through this segment it also serves as a syndicator of low-income housing tax credit and debt funds); Mortgage Warehousing that offers mortgage warehouse financing, commercial loans, and deposit services; and Banking that offers retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking. Merchants Bancorp, with $18.8 billion in assets and $12.4 billion in deposits as of March 31, 2025, conducts its business primarily through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Merchants Capital Investments, LLC, Merchants Capital Servicing, LLC, Merchants Asset Management, LLC, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbancorp.com.

Forward-Looking Statements

This press release contains forward-looking statements which reflect management’s current views with respect to, among other things, future events and financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "goal," "target," "outlook," "aim," "would," "annualized" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, management cautions that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including the impacts of factors identified in "Risk Factors" or "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

MEDIA CONTACT: REBECCA MARSH

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@bankmerchants.com

INVESTOR CONTACT: SEAN SIEVERS

Merchants Bancorp

Phone: (317) 663-5197

Email: ssievers@bankmerchants.com

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Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

December 31, September 30, June 30, March 31,
2024 2024 2024 2024
Assets
Cash and due from banks 15,609 $ 10,989 $ 12,214 $ 10,242 $ 17,924
Interest-earning demand accounts 505,687 465,621 589,692 530,640 490,831
Cash and cash equivalents 521,296 476,610 601,906 540,882 508,755
Securities purchased under agreements to resell 1,550 1,559 3,279 3,304 3,329
Mortgage loans in process of securitization 389,797 428,206 430,966 209,244 142,629
Securities available for sale (626,271, 635,946, 682,975, 682,774 and 700,640 utilizing fair value option, respectively) 961,183 980,050 953,063 1,017,019 1,061,288
Securities held to maturity (1,605,151, 1,664,674, 1,756,203, 1,291,960 and 1,176,178 at fair value, respectively) 1,606,286 1,664,686 1,755,047 1,291,110 1,175,167
Federal Home Loan Bank (FHLB) stock and other equity securities 217,850 217,804 184,050 67,499 64,215
Loans held for sale (includes 75,920, 78,170, 91,084, 102,873 and 84,513 at fair value, respectively) 3,983,452 3,771,510 3,808,234 3,483,076 3,503,131
Loans receivable, net of allowance for credit losses on loans of 83,413, 84,386, 84,549, 81,028 and 75,712, respectively 10,343,724 10,354,002 10,261,890 10,933,189 10,690,513
Premises and equipment, net 67,787 58,617 53,161 46,833 42,450
Servicing rights 189,711 189,935 177,327 178,776 172,200
Interest receivable 82,811 83,409 86,612 90,360 90,303
Goodwill 8,014 8,014 8,014 8,014 8,014
Other assets and receivables 424,339 571,330 329,427 343,116 360,582
Total assets 18,797,800 $ 18,805,732 $ 18,652,976 $ 18,212,422 $ 17,822,576
Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing 313,296 $ 239,005 $ 311,386 $ 383,260 $ 319,872
Interest-bearing 12,092,869 11,680,971 12,580,501 14,533,807 13,655,789
Total deposits 12,406,165 11,919,976 12,891,887 14,917,067 13,975,661
Borrowings 4,001,744 4,386,122 3,568,721 1,159,206 1,835,985
Deferred tax liabilities 35,740 25,289 19,530 25,098 43,935
Other liabilities 193,416 231,035 233,731 222,904 190,527
Total liabilities 16,637,065 16,562,422 16,713,869 16,324,275 16,046,108
Commitments and  Contingencies
Shareholders' Equity
Common stock, without par value
Authorized - 75,000,000 shares
Issued and outstanding - 45,881,706 shares, 45,767,166 shares, 45,764,023 shares, 45,757,567 shares and 43,354,718 shares 240,512 240,313 239,448 238,492 139,950
Preferred stock, without par value - 5,000,000 total shares authorized
7% Series A Preferred stock - 25 per share liquidation preference
Authorized - no shares at March 31, 2025, December 31, 2024, September 30, 2024 or June 30, 2024 and 3,500,000 shares at March 31, 2024
Issued and outstanding - no shares at March 31, 2025, December 31, 2024, September 30, 2024 or June 30, 2024 and 2,081,800 shares at March 31, 2024 50,221
6% Series B Preferred stock - 1,000 per share liquidation preference
Authorized - no shares at March 31, 2025, and 125,000 shares for all prior periods
Issued and outstanding - no shares at March 31, 2025, and 125,000 shares for all prior periods presented (equivalent to 5,000,000 depositary shares) 120,844 120,844 120,844 120,844
6% Series C Preferred stock - 1,000 per share liquidation preference
Authorized - 200,000 shares
Issued and outstanding - 196,181 shares (equivalent to 7,847,233 depositary shares) 191,084 191,084 191,084 191,084 191,084
8.25% Series D Preferred stock - 1,000 per share liquidation preference
Authorized - 300,000 shares
Issued and outstanding - 142,500 shares (equivalent to 5,700,000 depositary shares) 137,459 137,459 137,459 137,459 137,459
7.625% Series E Preferred stock - 1,000 per share liquidation preference
Authorized - 230,000 shares
Issued and outstanding - 230,000 shares (equivalent to 9,200,000 depositary shares) 222,748 222,748
Retained earnings 1,369,009 1,330,995 1,250,176 1,200,778 1,138,083
Accumulated other comprehensive (loss) income (77 ) (133 ) 96 (510 ) (1,173 )
Total shareholders' equity 2,160,735 2,243,310 1,939,107 1,888,147 1,776,468
Total liabilities and shareholders' equity 18,797,800 $ 18,805,732 $ 18,652,976 $ 18,212,422 $ 17,822,576

All values are in US Dollars.

Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended Change
March 31, December 31, March 31, 1Q25 1Q25
2025 2024 2024 vs. 4Q24 vs. 1Q24
Interest Income
Loans $ 239,280 $ 266,719 $ 271,998 -10 % -12 %
Mortgage loans in process of securitization 3,743 5,662 1,720 -34 % 118 %
Investment securities:
Available for sale 12,358 13,453 14,388 -8 % -14 %
Held to maturity 24,358 27,673 20,522 -12 % 19 %
FHLB stock and other equity securities (dividends) 4,372 4,123 844 6 % 418 %
Other 3,093 3,716 4,701 -17 % -34 %
Total interest income 287,204 321,346 314,173 -11 % -9 %
Interest Expense
Deposits 123,941 144,009 171,022 -14 % -28 %
Short-term borrowings 33,364 34,263 7,222 -3 % 362 %
Long-term borrowings 7,703 8,450 8,873 -9 % -13 %
Total interest expense 165,008 186,722 187,117 -12 % -12 %
Net Interest Income 122,196 134,624 127,056 -9 % -4 %
Provision for credit losses 7,727 2,689 4,726 187 % 63 %
Net Interest Income After Provision for Credit Losses 114,469 131,935 122,330 -13 % -6 %
Noninterest Income
Gain on sale of loans 11,619 25,020 9,356 -54 % 24 %
Loan servicing fees, net 4,010 14,953 19,402 -73 % -79 %
Mortgage warehouse fees 1,513 1,413 982 7 % 54 %
Loss on sale of investments available for sale ^(1)^ (108 ) 100 %
Syndication and asset management fees 3,389 9,323 5,303 -64 % -36 %
Other income 3,162 8,436 5,939 -63 % -47 %
Total noninterest income 23,693 59,145 40,874 -60 % -42 %
Noninterest Expense
Salaries and employee benefits 36,419 37,536 29,596 -3 % 23 %
Loan expense 798 704 956 13 % -17 %
Occupancy and equipment 2,351 2,284 2,237 3 % 5 %
Professional fees 2,894 5,135 4,099 -44 % -29 %
Deposit insurance expense 7,228 6,473 5,125 12 % 41 %
Technology expense 2,374 2,038 1,854 16 % 28 %
Credit risk transfer premium expense 3,862 1,947 98 % 100 %
Other expense 5,738 7,085 5,045 -19 % 14 %
Total noninterest expense 61,664 63,202 48,912 -2 % 26 %
Income Before Income Taxes 76,498 127,878 114,292 -40 % -33 %
Provision for income taxes ^(2)^ 18,259 32,212 27,238 -43 % -33 %
Net Income $ 58,239 $ 95,666 $ 87,054 -39 % -33 %
Dividends on preferred stock (10,265 ) (10,728 ) (8,667 ) -4 % 18 %
Impact of preferred stock redemption (5,371 ) 100 % 100 %
Net Income Available to Common Shareholders $ 42,603 $ 84,938 $ 78,387 -50 % -46 %
Basic Earnings Per Share $ 0.93 $ 1.86 $ 1.81 -50 % -49 %
Diluted Earnings Per Share $ 0.93 $ 1.85 $ 1.80 -50 % -48 %
Weighted-Average Shares Outstanding
Basic 45,824,022 45,765,458 43,305,985
Diluted 45,914,083 45,924,176 43,466,647

(1) Includes $0, $0, and $(108) respectively, related to accumulated other comprehensive losses reclassifications.

(2) Includes $0, $0, and $26 respectively, related to income tax benefit for reclassification items.

Key Operating Results

(Unaudited)

($ in thousands, except share data)

**** Three Months Ended **** Change ****
**** March 31, **** December 31, **** March 31, **** 1Q25 **** 1Q25 ****
**** 2025 **** 2024 **** 2024 **** vs. 4Q24 **** vs. 1Q24 ****
Noninterest expense $ 61,664 $ 63,202 $ 48,912 -2 % 26 %
Net interest income (before provision for credit losses) 122,196 134,624 127,056 -9 % -4 %
Noninterest income 23,693 59,145 40,874 -60 % -42 %
Total income $ 145,889 $ 193,769 $ 167,930 -25 % -13 %
Efficiency ratio 42.27 % 32.62 % 29.13 % 965 bps 1,314 bps
Average assets $ 17,831,950 $ 18,512,380 $ 16,793,072 -4 % 6 %
Net income 58,239 95,666 87,054 -39 % -33 %
Return on average assets before annualizing 0.33 % 0.52 % 0.52 %
Annualization factor 4.00 4.00 4.00
Return on average assets 1.31 % 2.07 % 2.07 % (76 )bps (76 )bps
Return on average tangible common shareholders' equity ^(1)^ 10.65 % 22.10 % 25.34 % (1,145 )bps (1,469 )bps
Tangible book value per common share ^(1)^ $ 34.90 $ 34.15 $ 29.26 2 % 19 %
Tangible common shareholders' equity/tangible assets ^(1)^ 8.52 % 8.32 % 7.12 % 20 bps 140 bps
Consolidated ratios
Total capital/risk-weighted assets^(2)^ 13.0 % 13.9 % 11.7 %
Tier I capital/risk-weighted assets^(2)^ 12.4 % 13.3 % 11.2 %
Common Equity Tier I capital/risk-weighted<br> assets^(2)^ 9.2 % 9.3 % 8.0 %
Tier I capital/average assets^(2)^ 12.1 % 12.1 % 10.5 %

^(1)^ Non-GAAP financial measure - see "Reconciliation of Non-GAAP Measures" below:

^(2)^ As defined by regulatory agencies; March 31, 2025 shown as estimates and prior periods shown as reported.

Certain non-GAAP financial measures provide useful information to management and investors that is supplementary to the Company's financial condition, results of operations and cash flows computed in accordance with GAAP; however, they do have a number of limitations. As such, the reader should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. A reconciliation of GAAP to non-GAAP financial measures is below. Net Income Available to Common Shareholders excludes preferred stock dividends. Tangible common shareholders' equity is calculated by excluding the balance of goodwill and other intangible assets and preferred stock from the calculation of total equity. Tangible Assets is calculated by excluding the balance of goodwill and intangible assets. Tangible book value per share is calculated by dividing tangible common shareholders' equity by the number of shares outstanding.

Three Months Ended Change
March 31, December 31, March 31, 1Q25 1Q25
2025 2024 2024 vs. 4Q24 vs. 1Q24
Net income $ 58,239 $ 95,666 $ 87,054 -39 % -33 %
Less: preferred stock dividends (10,265 ) (10,728 ) (8,667 ) -4 % 18 %
Less: preferred stock redemption (5,371 ) - - 100 % 100 %
Net income available to common shareholders $ 42,603 $ 84,938 $ 78,387 -50 % -46 %
Average shareholders' equity $ 2,160,169 $ 2,084,627 $ 1,747,660 4 % 24 %
Less: average goodwill & intangibles (8,070 ) (8,076 ) (10,494 ) -23 %
Less: average preferred stock (552,633 ) (538,970 ) (499,608 ) 3 % 11 %
Average tangible common shareholders' equity $ 1,599,466 $ 1,537,581 $ 1,237,558 4 % 29 %
Annualization factor 4.00 4.00 4.00
Return on average tangible common shareholders' equity 10.65 % 22.10 % 25.34 % (1,145 ) bps (1,469 )bps
Total equity $ 2,160,735 $ 2,243,310 $ 1,776,468 -4 % 22 %
Less: goodwill and intangibles (8,068 ) (8,073 ) (8,163 ) -1 %
Less: preferred stock (551,291 ) (672,135 ) (499,608 ) -18 % 10 %
Tangible common shareholders' equity $ 1,601,376 $ 1,563,102 $ 1,268,697 2 % 26 %
Assets $ 18,797,800 $ 18,805,732 $ 17,822,576 5 %
Less: goodwill and intangibles (8,068 ) (8,073 ) (8,163 ) -1 %
Tangible assets $ 18,789,732 $ 18,797,659 $ 17,814,413 5 %
Ending common shares 45,881,706 45,767,166 43,354,718
Tangible book value per common share $ 34.90 $ 34.15 $ 29.26 2 % 19 %
Tangible common shareholders' equity/tangible assets 8.52 % 8.32 % 7.12 % 20 bps 140 bps

Merchants Bancorp

Average Balance Analysis

($ in thousands)

(Unaudited)

Three<br> Months Ended
March 31,<br> 2025 December 31,<br> 2024 March 31,<br> 2024
Average Yield/ Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Interest-earning deposits, and other interest<br> or dividends $ 511,077 $ 7,465 5.92 % $ 499,308 $ 7,839 6.25 % $ 346,150 $ 5,545 6.44 %
Securities available for sale 961,065 12,358 5.21 % 986,063 13,453 5.43 % 1,085,114 14,388 5.33 %
Securities held to maturity 1,643,703 24,358 6.01 % 1,701,595 27,673 6.47 % 1,196,633 20,522 6.90 %
Mortgage loans in process of securitization 277,426 3,743 5.47 % 414,883 5,662 5.43 % 137,890 1,720 5.02 %
Loans and loans held for sale 13,751,197 239,280 7.06 % 14,285,852 266,719 7.43 % 13,494,961 271,998 8.11 %
Total interest-earning assets 17,144,468 287,204 6.79 % 17,887,701 321,346 7.15 % 16,260,748 314,173 7.77 %
Allowance for credit losses on loans (86,711 ) (85,772 ) (71,544 )
Noninterest-earning assets 774,193 710,451 603,868
Total assets $ 17,831,950 $ 18,512,380 $ 16,793,072
Liabilities& Shareholders' Equity:
Interest-bearing checking $ 5,121,343 50,609 4.01 % $ 5,579,688 58,781 4.19 % 5,070,393 60,688 4.81 %
Savings deposits 146,359 15 0.04 % 145,599 15 0.04 % 201,860 219 0.44 %
Money market 3,398,469 34,506 4.12 % 2,961,272 33,288 4.47 % 2,817,382 33,644 4.80 %
Certificates of deposit 3,369,269 38,811 4.67 % 4,115,462 51,925 5.02 % 5,694,933 76,471 5.40 %
Total interest-bearing deposits 12,035,440 123,941 4.18 % 12,802,021 144,009 4.48 % 13,784,568 171,022 4.99 %
Borrowings 3,125,935 41,067 5.33 % 3,047,586 42,713 5.58 % 716,853 16,095 9.03 %
Total interest-bearing liabilities 15,161,375 165,008 4.41 % 15,849,607 186,722 4.69 % 14,501,421 187,117 5.19 %
Noninterest-bearing deposits 294,248 352,374 332,172
Noninterest-bearing liabilities 216,158 225,772 211,819
Total liabilities 15,671,781 16,427,753 15,045,412
Shareholders' equity 2,160,169 2,084,627 1,747,660
Total liabilities and shareholders'<br> equity $ 17,831,950 $ 18,512,380 $ 16,793,072
Net interest<br> income $ 122,196 $ 134,624 $ 127,056
Net interest<br> spread 2.38 % 2.46 % 2.58 %
Net interest-earning<br> assets $ 1,983,093 $ 2,038,094 $ 1,759,327
Net interest<br> margin 2.89 % 2.99 % 3.14 %
Average interest-earning<br> assets to average interest-bearing liabilities 113.08 % 112.86 % 112.13 %

Supplemental Results

(Unaudited)

($ in thousands)

Net Income
Three Months Ended
March 31, December 31, March 31,
2025 2024 2024
Segment
Multi-family Mortgage Banking $ 3,413 $ 22,183 $ 16,609
Mortgage Warehousing 15,398 24,402 20,190
Banking 47,107 56,287 56,425
Other (7,679 ) (7,206 ) (6,170 )
Total $ 58,239 $ 95,666 $ 87,054
Total Assets
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
March 31, 2025 December 31, 2024 March 31, 2024
Amount % Amount % Amount %
Segment
Multi-family Mortgage Banking $ 460,441 3 % $ 479,099 2 % $ 416,454 2 %
Mortgage Warehousing 5,902,165 31 % 6,000,624 32 % 5,369,299 30 %
Banking 12,002,564 64 % 11,761,202 63 % 11,760,028 66 %
Other 432,630 2 % 564,807 3 % 276,795 2 %
Total $ 18,797,800 100 % $ 18,805,732 100 % $ 17,822,576 100 %
Gain on Sale of Loans
--- --- --- --- --- --- ---
Three Months Ended
March 31, December 31, March 31,
2025 2024 2024
Loan Type
Multi-family $ 10,125 $ 24,026 $ 8,423
Single-family 206 413 280
Small Business Association (SBA) 1,288 581 653
Total $ 11,619 $ 25,020 $ 9,356
Servicing Rights
--- --- --- --- --- --- --- --- --- ---
Three Months Ended
March 31, December 31, March 31,
2025 2024 2024
Balance, beginning of period $ 189,935 $ 177,327 $ 158,457
Additions
Purchased servicing - - -
Originated servicing 3,338 5,373 2,166
Subtractions
Paydowns (2,808 ) (3,172 ) (2,387 )
Changes in fair value (754 ) 10,407 13,964
Balance, end of period $ 189,711 $ 189,935 $ 172,200

Supplemental Results

(Unaudited)

($ in thousands)

Loans Receivable and Loans Held for Sale
March 31, December 31, March 31,
2025 2024 2024
Mortgage warehouse repurchase agreements $ 1,408,239 $ 1,446,068 $ 1,142,994
Residential real estate ^(1)^ 1,332,601 1,322,853 1,321,300
Multi-family financing 4,600,117 4,624,299 4,096,606
Healthcare financing 1,583,290 1,484,483 2,464,685
Commercial and commercial real estate ^(2)(3)^ 1,418,741 1,476,211 1,666,751
Agricultural production and real estate 79,190 77,631 65,977
Consumer and margin loans 4,959 6,843 7,912
Loans receivable 10,427,137 10,438,388 10,766,225
Less: Allowance for credit losses on loans 83,413 84,386 75,712
Loans receivable, net $ 10,343,724 $ 10,354,002 $ 10,690,513
Loans held for sale 3,983,452 3,771,510 3,503,131
Total loans, net of allowance $ 14,327,176 $ 14,125,512 $ 14,193,644

^(1)^     Includes $1.2 billion, $1.2 billion and $1.2 billion of All-In-One © first-lien home equity lines of credit as of March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

^(2)^     Includes $0.8 billion, $0.9 billion and $1.1 billion of revolving  lines of credit collateralized primarily by mortgage servicing rights as of March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

^(3)^     Includes only $19.5 million, $18.7 million and $6.8 million of non-owner occupied commercial real estate as of March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

Loan Credit Risk Profile
March 31, 2025 December 31, 2024 March 31, 2024
Amount % Amount % Amount %
Pass $ 9,695,595 93.0 % $ 9,741,087 93.4 % $ 10,410,748 96.7 %
Special mention 407,895 3.9 % 379,969 3.6 % 232,122 2.2 %
Substandard 323,647 3.1 % 317,332 3.0 % 123,355 1.1 %
Doubtful
Loans receivable $ 10,427,137 100.0 % $ 10,438,388 100.0 % $ 10,766,225 100.0 %
Charge-offs (year-to-date) $ 10,507 $ 10,587 $ 925
Recoveries (year-to-date) $ 28 $ 136 $ 1
Nonperforming Loans
--- --- --- --- --- --- --- --- --- ---
March 31, December 31, March 31,
2025 2024 2024
Nonaccrual loans $ 284,019 $ 279,716 $ 78,804
90 days past due and still accruing 585 6 52,982
Total nonperforming loans $ 284,604 $ 279,722 $ 131,786
Other real estate owned $ 7,049 $ 8,209
Total nonperforming assets $ 291,653 $ 287,931 $ 131,786
Nonperforming loans to total loans receivable 2.73 % 2.68 % 1.22 %
Nonperforming assets to total assets 1.55 % 1.53 % 0.74 %
Delinquent Loans
--- --- --- --- --- --- --- --- --- ---
March 31, December 31, March 31,
2025 2024 2024
Delinquent loans:
Loans receivable $ 304,560 $ 292,263 $ 188,742
Loans held for sale 30,103 32,343 30,150
Total delinquent loans $ 334,663 $ 324,606 $ 218,892
Total loans receivable and loans held for sale $ 14,410,589 $ 14,209,898 $ 14,269,356
Delinquent loans to total loans 2.32 % 2.28 % 1.53 %