8-K - MBIN - Equibles

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 26, 2024

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 Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value	MBINO	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 8.01 Other Events.

On November 26, 2024, Merchants Bancorp (the “Company”) announced and provided notice to holders of its 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”) that on January 2, 2025, the Company will redeem all outstanding shares of Series B Preferred Stock at the liquidation preference of $25.00 per share.

Also on November 26, 2024, the Company announced that its Board of Directors declared an initial quarterly cash dividend of $7.84 per share (equivalent to $0.196 per depositary share) on the Company’s outstanding shares of 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock (“Series E Preferred Stock”) that were issued on November 25, 2024. The dividends are payable on January 2, 2025 to shareholders of record on December 13, 2024.

A press release announcing both the Series B Preferred Stock redemption and the initial dividend on the Series E Preferred Stock is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 26, 2024 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: November 26, 2024	By:	/s/ Terry Oznick
		Name:	Terry Oznick
		Title:	General Counsel and Secretary

Exhibit 99.1

****

PRESS RELEASE

Merchants Bancorp Announces Redemption of Its Series B Preferred Stock and Declares Quarterly Preferred Dividends on Series E Preferred Shares

For Release November 26, 2024

CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that on January 2, 2025 it will redeem all outstanding shares of its 6.00% (reset to 9.42% as of October 1, 2024) Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”) (Nasdaq: MBINO) at the liquidation preference of $25.00 per share.

Dividends on the Series B Preferred Stock of $0.59 per share that were declared and announced on November 20, 2024 will be paid separately on January 2, 2025. Accordingly, the redemption price of the Series B Preferred Stock will not include any accrued and unpaid dividends. On and after the redemption date, all dividends on the shares of Series B Preferred Stock will cease to accrue. Merchants will redeem the Series B Preferred Stock using cash on hand.

Merchants has notified Nasdaq of its intention to voluntarily delist the Series B Preferred Stock and a Notification of Removal from Listing on Form 25 will be filed with Securities and Exchange Commission on or prior to the redemption date. Merchants expects the delisting to become effective on or about January 2, 2025, from which time the Series B Preferred Stock will no longer be traded on Nasdaq.

Merchants has received all necessary regulatory approvals to redeem the Series B Preferred Stock. Payment of the redemption price for the Series B Preferred Stock will be sent to holders by the Merchants' transfer agent, Computershare Trust Company, N.A., on the redemption date.

Merchants also announced that its Board of Directors declared an initial quarterly cash dividend of $7.84 per share (equivalent to $0.196 per depositary share) on the Company’s outstanding shares of its 7.625% Series E preferred stock (NASDAQ:MBINL) that was issued on November 25, 2024. The dividends will be provided to shareholders of record on December 13, 2024, payable on January 2, 2025.

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 offers multi-family housing and healthcare facility financing and servicing; Mortgage Warehousing that offers mortgage warehouse financing; and Banking that offers retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking. Merchants Bancorp, with $18.7 billion in assets and $12.9 billion in deposits as of September 30, 2024, 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.

Media Contact: Rebecca Marsh

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@bankmerchants.com

Investor Contact: Tami Durle

Merchants Bancorp

Phone: (317) 324-4556

Email: tdurle@merchantsbankofindiana.com

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