8-K
Merchants Bancorp (MBIN)
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): November 17, 2021
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.) |
410Monon Boulevard****Carmel ,Indiana
46032
(Address of Principal Executive Offices) (Zip Code)
(317) 569-7420
(Registrant’s Telephone Number, IncludingArea 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 |
| Series A Preferred Stock, without par value | MBINP | NASDAQ |
| Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value | MBINO | NASDAQ |
| Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value | MBINN | 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 | x |
|---|
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 8.01 Other Events.
On November 17, 2021, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:
| · | $0.09 per share on the Company’s outstanding shares of its common stock; |
|---|---|
| · | $0.4375 per share on the Company’s outstanding shares of its 7% Series<br>A preferred stock; |
| --- | --- |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s<br>outstanding shares of its 6% Series B preferred stock; and |
| --- | --- |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s<br>outstanding shares of its 6% Series C preferred stock. |
| --- | --- |
Each of the dividends are payable on January 3, 2022 to shareholders of record on December 15, 2021.
In the same press release the Company also announced that its Board of Directors approved a 3-for-2 split of its common stock. Shareholders of record on January 3, 2022 will receive one additional share of Merchants Bancorp common stock for every two shares of common stock owned. These additional shares will be distributed beginning January 17, 2022. Cash will be distributed in lieu of fractional shares based on the closing price of the Company’s common stock on Nasdaq on January 3, 2022.
The press release announcing the declaration of dividends and approval of the stock split has been attached as Exhibit 99.1 to this Current Report on Form 8-K.
Additionally, on November 17, 2021, the Company issued a press release that the Company’s Board of Directors has approved a renewal and increase of its stock repurchase program authorizing the repurchase of up to $75 million of its outstanding common stock from time to time. The program is scheduled to expire on December 31, 2023. The program does not obligate the Company to repurchase any shares of its common stock and may be modified, suspended, or discontinued at any time at the discretion of the Company’s Board of Directors.
The press release announcing the renewal and increase of the stock repurchase program has been attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 17, 2021 issued by Merchants Bancorp announcing the declaration of dividends and approval of a 3-for-2 stock split. |
| 99.2 | Press Release dated November 17, 2021 issued by Merchants Bancorp announcing the renewal and increase of the stock repurchase program. |
| 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: November 17, 2021 | By: | /s/ Terry Oznick |
| Name: Terry Oznick | ||
| Title: General Counsel |
Exhibit 99.1
PRESS RELEASE
Merchants Bancorp Announces 3-for-2 Stock Split and Declares Quarterly Common and Preferred Dividends
For Release November 17, 2021
CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that its Board of Directors approved a 3-for-2 common stock split. Shareholders of record at the close of business on January 3, 2022 will receive one additional share of Merchants Bancorp common stock for every two shares owned. These additional shares will be distributed beginning January 17, 2022. Cash will be distributed in lieu of fractional shares based on the closing price of Merchants’ common stock on Nasdaq on January 3, 2022.
On November 17, 2021, the Board of Directors also declared the following quarterly cash dividends for the fourth quarter of 2021, in each case to shareholders of record on December 15, 2021, payable on January 3, 2022:
| · | A<br> dividend of $0.09 per share on the Company’s outstanding shares of its common stock<br> (NASDAQ:MBIN); |
|---|---|
| · | A<br> dividend of $0.4375 per share on the Company’s outstanding shares of its 7% Series A<br> preferred stock (NASDAQ:MBINP); |
| --- | --- |
| · | A<br> dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s<br> outstanding shares of its 6% Series B preferred stock (NASDAQ:MBINO); |
| --- | --- |
| · | A<br> dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s<br> outstanding shares of its 6% Series C preferred stock (NASDAQ:MBINN); |
| --- | --- |
ABOUT MERCHANTS BANCORP
Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business, including multi-family housing and healthcare facility financing and servicing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending and traditional community banking. Merchants Bancorp, with $11.0 billion in assets and $8.9 billion in deposits as of September 30, 2021, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.
Media Contact: Rebecca Marsh
Merchants Bancorp
Phone: (317) 805-4356
Email: rmarsh@merchantsbankofindiana.com
Investor Contact: Tami Durle
Merchants Bancorp
Phone: (317) 324-4556
Email: tdurle@merchantsbankofindiana.com
Page | 1
Exhibit 99.2
PRESS RELEASE
Merchants Bancorp Announces Renewal of Stock Repurchase Program
For Release November 17, 2021
CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that its Board of Directors approved the renewal and increase of the stock repurchase program of up to $75 million of common stock, expiring December 31, 2023.
The stock repurchase program permits Merchants to acquire shares of its common stock from time to time in the open market or otherwise at such prices, quantities, and terms as management deems appropriate and in the best interest of Merchants and its shareholders. The repurchase program does not obligate Merchants to repurchase shares of its common stock and may be modified, suspended, or discontinued at any time at the discretion of the Board.
Repurchases are subject to compliance with applicable laws and regulations. Repurchases will depend upon a variety of factors, including general market and economic conditions as well as the financial and regulatory condition of Merchants.
ABOUT MERCHANTS BANCORP
Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business, including multi-family housing and healthcare facility financing and servicing, mortgage warehouse financing, retail and correspondent residential mortgage banking, agricultural lending and traditional community banking. Merchants Bancorp, with $11.0 billion in assets and $8.9 billion in deposits as of September 30, 2021, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.
Media Contact: Rebecca Marsh
Merchants Bancorp
Phone: (317) 805-4356
Email: rmarsh@merchantsbankofindiana.com
Investor Contact: Tami Durle
Merchants Bancorp
Phone: (317) 324-4556
Email: tdurle@merchantsbankofindiana.com