10-Q

Table of Contents ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

​	​
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

​

For the quarterly period ended	March 31, 2025

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OR

​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from ____________ to _______________

Commission File No. 001-38258

​	​	​
​	MERCHANTS BANCORP	​
​	(Exact name of registrant as specified in its charter)	​

​

Indiana		20-5747400
(State or other jurisdiction of	​	(I.R.S. Employer
incorporation or organization)	​	Identification Number)
​	​	​
410 Monon Blvd. Carmel, Indiana	​	46032
(Address of principal	​	(Zip Code)
executive office)	​	​

​

(317) 569-7420

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes  ☐ No

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
​	​	​	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☐    No ☒

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

​

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

​

As of May 1, 2025, the latest practicable date, 45,881,706 shares of the registrant’s common stock, without par value, were issued and outstanding.

​

​

​

Table of Contents Merchants Bancorp

Index to Quarterly Report on Form 10-Q

PART I – FINANCIAL INFORMATION	​
​	​
Item 1 Interim Financial Statements (Unaudited)	​
​	​
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	5
​	​
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2025 and 2024	6
​	​
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	7
​	​
Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024	8
​	​
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	9
​	​
Notes to Condensed Consolidated Financial Statements	10
​	​
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
​	​
Item 3 Quantitative and Qualitative Disclosures About Market Risk	73
​	​
Item 4 Controls and Procedures	73
​	​
PART II – OTHER INFORMATION	74
​	​
Item 1 Legal Proceedings	74
​	​
Item 1A Risk Factors	74
​	​
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	74
​	​
Item 3 Defaults Upon Senior Securities	74
​	​
Item 4 Mine Safety Disclosures	74
​	​
Item 5 Other Information	74
​	​
Item 6 Exhibits	75
​	​
SIGNATURES	76

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​ 2

Table of Contents Glossary of Defined Terms

​

As used in this report, references to “Merchants” “the Company,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of Merchants Bancorp and its wholly owned subsidiaries. Merchants Bancorp refers solely to the parent holding company, and Merchants Bank refers to Merchants Bancorp’s bank subsidiary, Merchants Bank of Indiana.

​ The acronyms and abbreviations identified below are used throughout this report, including the Notes to Consolidated Financial Statements

​

ACL: allowance for credit losses

ACL-Guarantees: allowance for credit losses on guarantees

ACL-Loans: allowance for credit losses-loans

ACL-OBCE: allowance for credit losses-off-balance sheet credit exposures

Agency: government agency

AOCI: accumulated other comprehensive income

AOCL: accumulated other comprehensive loss

ARM: adjustable-rate mortgage

ASC: Accounting Standards Codification

ASU: Accounting Standards Update

Bank: Merchants Bank of Indiana

CCO: Chief Credit Officer

CMT: constant maturity rate

CODM: chief operating decision maker

Company: Merchants Bancorp

ESOP: Employee Stock Ownership Plan

EVE: economic value of equity

Farmer Mac: Federal Agricultural Mortgage Corporation

Fannie Mae: Federal National Mortgage Association

FASB: Financial Accounting Standards Board

FCB: Federal Farm Credit Bank

FDIC: Federal Deposit Insurance Corporation

Federal Reserve: Board of Governors of the Federal Reserve System

FHA: Federal Housing Authority

FHLB: Federal Home Loan Bank

FMBI: Farmers-Merchants Bank of Illinois, a wholly owned subsidiary of Merchants Bancorp until all branches were sold and the charter collapsed into Merchants Bank in January 2024

Freddie Mac: Federal Home Loan Mortgage Corporation

GAAP: United States generally accepted accounting principles

Ginnie Mae: Government National Mortgage Association 3

Table of Contents GSE: government sponsored entities, including Fannie Mae and Freddie Mac

LIHTC: low-income housing tax credits

LLC: limited liability companies

MAM: Merchants Asset Management, LLC, a wholly owned subsidiary of Merchants Bancorp

MCC: Merchants Capital Corporation, a wholly owned subsidiary of Merchants Bank

MCI: Merchants Capital Investments, LLC, a wholly owned subsidiary of Merchants Bank

MCS: Merchants Capital Servicing, LLC, a wholly owned subsidiary of Merchants Bank

N/A: not applicable

N/M: not meaningful

NASDAQ: NASDAQ Capital Market

REMIC: real estate mortgage investment conduit

ROU: Right of use

SBA: Small Business Administration

SEC: Securities and Exchange Commission

SOFR: Secured Overnight Financing Rate

Treasury: US Department of Treasury

VIE: variable interest entity

​

​

​ 4

Table of Contents Part I – Financial Information

Item 1. Financial Statements

Merchants Bancorp

Condensed Consolidated Balance Sheets

March 31, 2025 (Unaudited) and December 31, 2024

(In thousands, except share data)

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​	****	2025		****	2024*
Assets		​			​
Cash and due from banks	​	$	15,609	​	$	10,989
Interest-earning demand accounts	​		505,687	​		465,621
Cash and cash equivalents	​		521,296	​		476,610
Securities purchased under agreements to resell	​		1,550	​		1,559
Mortgage loans in process of securitization	​		389,797	​		428,206
Securities available for sale ($626,271 and $635,946 utilizing fair value option, respectively)	​		961,183	​		980,050
Securities held to maturity ($1,605,151 and $1,664,674 at fair value, respectively)	​	​	1,606,286	​	​	1,664,686
Federal Home Loan Bank (FHLB) stock and other equity securities	​		217,850	​		217,804
Loans held for sale (includes $75,920 and $78,170 at fair value, respectively)	​		3,983,452	​		3,771,510
Loans receivable, net of allowance for credit losses on loans of $83,413 and $84,386, respectively	​		10,343,724	​		10,354,002
Premises and equipment, net	​		67,787	​		58,617
Servicing rights	​		189,711	​		189,935
Interest receivable	​		82,811	​		83,409
Goodwill	​		8,014	​		8,014
Other assets and receivables	​		424,339	​		571,330
Total assets	​	$	18,797,800	​	$	18,805,732
Liabilities and Shareholders' Equity	​		​	​		​
Liabilities	​			​
Deposits	​			​
Noninterest-bearing	​	$	313,296	​	$	239,005
Interest-bearing	​		12,092,869	​		11,680,971
Total deposits	​		12,406,165	​		11,919,976
Borrowings	​		4,001,744	​		4,386,122
Deferred tax liabilities	​		35,740	​		25,289
Other liabilities	​		193,416	​		231,035
Total liabilities	​		16,637,065	​		16,562,422
Commitments and Contingencies	​			​
Shareholders' Equity	​			​
Common stock, without par value	​			​
Authorized - 75,000,000 shares	​			​
Issued and outstanding - 45,881,706 shares at March 31, 2025 and 45,767,166 shares at December 31, 2024	​		240,512	​		240,313
Preferred stock, without par value - 5,000,000 total shares authorized	​	​	​	​	​	​
6% Series B Preferred stock - $1,000 per share liquidation preference	​		​	​		​
Authorized - no shares at March 31, 2025 and 125,000 shares at December 31, 2024	​		​	​		​
Issued and outstanding - no shares at March 31, 2025 and 125,000 shares (equivalent to 5,000,000 depositary shares) at December 31, 2024	​		—	​		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
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
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
Accumulated other comprehensive loss	​		(77)	​		(133)
Total shareholders' equity	​		2,160,735	​		2,243,310
Total liabilities and shareholders' equity	​	$	18,797,800	​	$	18,805,732

​

* Derived from audited consolidated financial statements.

​

See notes to condensed consolidated financial statements. 5

Table of Contents Merchants Bancorp

Condensed Consolidated Statements of Income (Unaudited)

For the Three Months Ended March 31, 2025 and 2024

(In thousands, except share data)

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Interest Income		​			​
Loans	​	$	239,280	​	$	271,998
Mortgage loans in process of securitization	​		3,743	​		1,720
Investment securities:	​		​	​		​
Available for sale	​		12,358	​		14,388
Held to maturity	​	​	24,358	​	​	20,522
FHLB stock and other equity securities (dividends)	​		4,372	​		844
Other	​		3,093	​		4,701
Total interest income	​		287,204	​		314,173
Interest Expense	​			​
Deposits	​		123,941	​		171,022
Short-term borrowings	​	​	33,364	​		7,222
Long-term borrowings	​		7,703	​		8,873
Total interest expense	​		165,008	​		187,117
Net Interest Income	​		122,196	​		127,056
Provision for credit losses	​		7,727	​		4,726
Net Interest Income After Provision for Credit Losses	​		114,469	​		122,330
Noninterest Income	​			​
Gain on sale of loans	​		11,619	​		9,356
Loan servicing fees, net	​		4,010	​		19,402
Mortgage warehouse fees	​		1,513	​		982
Losses on sale of investments available for sale (includes $0 and $(108), respectively, related to accumulated other comprehensive loss reclassifications)	​		—	​		(108)
Syndication and asset management fees	​	​	3,389	​	​	5,303
Other income	​		3,162	​		5,939
Total noninterest income	​		23,693	​		40,874
Noninterest Expense	​			​
Salaries and employee benefits	​		36,419	​		29,596
Loan expense	​		798	​		956
Occupancy and equipment	​		2,351	​		2,237
Professional fees	​		2,894	​		4,099
Deposit insurance expense	​		7,228	​		5,125
Technology expense	​		2,374	​		1,854
Credit risk transfer premium expense	​	​	3,862	​	​	—
Other expense	​		5,738	​		5,045
Total noninterest expense	​		61,664	​		48,912
Income Before Income Taxes	​		76,498	​		114,292
Provision for income taxes (includes $0 and $26, respectively, of income tax benefit related to accumulated other comprehensive loss reclassifications)	​		18,259	​		27,238
Net Income	​	$	58,239	​	$	87,054
Dividends on preferred stock	​	​	(10,265)	​	​	(8,667)
Impact of preferred stock redemption	​	​	(5,371)	​	​	—
Net Income Allocated to Common Shareholders	​	​	42,603	​	​	78,387
Basic Earnings Per Share	​	$	0.93	​	$	1.81
Diluted Earnings Per Share	​	$	0.93	​	$	1.80
Weighted-Average Shares Outstanding	​			​
Basic	​		45,824,022	​		43,305,985
Diluted	​		45,914,083	​		43,466,647

​

​

See notes to condensed consolidated financial statements .

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​ 6

Table of Contents Merchants Bancorp

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

For the Three Months Ended March 31, 2025 and 2024

(In thousands)

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Net Income	​	$	58,239	​	$	87,054
Other Comprehensive Income:	​			​		​
Net unrealized gains on investment securities available for sale, net of tax expense of $(17) and $(384), respectively	​		56	​		1,233
Add: Reclassification adjustment for losses included in net income, net of tax benefit of $0 and $26, respectively	​		—	​		82
Other comprehensive income for the period	​		56	​		1,315
Comprehensive Income	​	$	58,295	​	$	88,369

​

​

See notes to condensed consolidated financial statements.

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​ 7

Table of Contents Merchants Bancorp

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

For the Three Months Ended March 31, 2025 and 2024

(In thousands, except share data)

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended									​
​	​	March 31,									​
​		2025					2024				​
​	​	Shares	​	​	Amount	​	Shares	​	​	Amount	​
Common Stock		​	​	​			​	​	​		​
Balance beginning of period	​	45,767,166	​	$	240,313	​	43,242,928	​	$	140,365	​
Distribution to employee stock ownership plan	​	30,802	​	​	1,124	​	23,414	​	​	997	​
Shares issued for stock compensation plans, net of taxes withheld to satisfy tax obligations	​	83,738	​	​	(925)	​	88,376	​	​	(1,412)	​
Balance end of period	​	45,881,706	​	​	240,512	​	43,354,718	​	​	139,950	​
​	​	​	​	​	​	​	​	​	​	​	​
7% Series A Preferred Stock	​	​	​	​	​	​	​	​	​	​	​
Balance at beginning and end of period	​	-	​	​	-	​	2,081,800	​	​	50,221	​
​	​	​	​	​	​	​	​	​	​	​	​
6% Series B Preferred Stock	​	​	​	​	​	​	​	​	​	​	​
Balance beginning of period	​	125,000	​	​	120,844	​	125,000	​	​	120,844	​
Redemption of 6% Series B preferred stock	​	(125,000)	​	​	(120,844)	​	-	​	​	-	​
Balance at end of period	​	-	​	​	-	​	125,000	​	​	120,844	​
​	​	​	​	​	​	​	​	​	​	​	​
6% Series C Preferred Stock	​	​	​	​	​	​	​	​	​	​	​
Balance at beginning and end of period	​	196,181	​	​	191,084	​	196,181	​	​	191,084	​
​	​	​	​	​	​	​	​	​	​	​	​
8.25% Series D Preferred Stock	​	​	​	​	​	​	​	​	​	​	​
Balance at beginning and end of period	​	142,500	​	​	137,459	​	142,500	​	​	137,459	​
​	​	​	​	​	​	​	​	​	​	​	​
7.625% Series E Preferred Stock	​	​	​	​	​	​	​	​	​	​	​
Balance at beginning and end of period	​	230,000	​	​	222,748	​	-	​	​	-	​
​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Retained Earnings	​	​	​	​	​	​	​	​	​	​	​
Balance beginning of period	​	​	​	​	1,330,995	​	​	​	​	1,063,599	​
Net income	​	​	​	​	58,239	​	​	​	​	87,054	​
Dividends on 7% Series A preferred stock, $1.75 per share, annually	​	​	​	​	-	​	​	​	​	(910)	​
Dividends on 6% Series B preferred stock, $60.00 per share, annually	​	​	​	​	-	​	​	​	​	(1,875)	​
Dividends on 6% Series C preferred stock, $60.00 per share, annually	​	​	​	​	(2,943)	​	​	​	​	(2,943)	​
Dividends on 8.25% Series D preferred stock, $82.50 per share, annually	​	​	​	​	(2,939)	​	​	​	​	(2,939)	​
Dividends on 7.625% Series E preferred stock, $76.25 per share, annually	​	​	​	​	(4,383)	​	​	​	​	-	​
Dividends on common stock, $0.40 per share, annually in 2025 and $0.36 per share, annually in 2024	​	​	​	​	(4,589)	​	​	​	​	(3,903)	​
Impact of 6% Series B preferred stock redemption	​	​	​	​	(4,156)	​	​	​	​	-	​
Excise tax on preferred stock redemption	​	​	​	​	(1,215)	​	​	​	​	-	​
Balance end of period	​	​	​	​	1,369,009	​	​	​	​	1,138,083	​
​	​	​	​	​	​	​	​	​	​	​	​
Accumulated Other Comprehensive Loss	​	​	​	​	​	​	​	​	​	​	​
Balance beginning of period	​	​	​	​	(133)	​	​	​	​	(2,488)	​
Other comprehensive income	​	​	​	​	56	​	​	​	​	1,315	​
Balance end of period	​	​	​	​	(77)	​	​	​	​	(1,173)	​
​	​	​	​	​	​	​	​	​	​	​	​
Total shareholders' equity	​	​	​	$	2,160,735	​	​	​	$	1,776,468	​

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See notes to condensed consolidated financial statements .

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​ 8

Table of Contents Merchants Bancorp

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2025 and 2024

(In thousands)

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Operating activities:		​			​
Net income	​	$	58,239	​	$	87,054
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	​		​	​		​
Depreciation	​		770	​		725
Provision for credit losses	​		7,727	​		4,726
Loss on sale of securities	​		—	​		108
Gain on sale of loans	​		(11,619)	​		(9,356)
Proceeds from sales of loans	​		8,012,025	​		4,694,759
Loans and participations originated and purchased for sale	​		(7,948,208)	​		(5,078,607)
Proceeds from sale of low-income housing tax credits	​	​	410	​	​	25,861
Purchases of low-income housing tax credits for sale	​	​	(7,305)	​	​	(21,113)
Change in servicing rights for paydowns and fair value adjustments	​		3,562	​		(11,577)
Net change in:	​		​	​		​
Mortgage loans in process of securitization	​		38,409	​		(32,030)
Other assets and receivables	​		11,660	​		(58,186)
Other liabilities	​		(16,017)	​		14,595
Other	​		(1,615)	​		(731)
Net cash provided by (used in) operating activities	​		148,038	​		(383,772)
Investing activities:	​		​	​		​
Net change in securities purchased under agreements to resell	​		9	​		20
Purchases of securities available for sale	​		(162,999)	​		(193,957)
Proceeds from the sale of securities available for sale	​		—	​		9,983
Proceeds from calls, maturities and paydowns of securities available for sale	​		189,000	​		231,585
Proceeds from calls, maturities and paydowns of securities held to maturity	​	​	58,453	​	​	29,050
Purchases of loans	​		(19,871)	​		(27,727)
Net change in loans receivable	​		(40,937)	​		(552,568)
Proceeds from loans held for sale previously classified as loans receivable	​		—	​		1,600
Purchase of FHLB stock	​		(46)	​		(16,031)
Proceeds from sale of FHLB stock	​		—	​		394
Purchases of premises and equipment	​		(6,859)	​		(2,306)
Purchase of limited partnership interests	​	​	(19,427)	​	​	(4,157)
Net cash paid on sale of branches	​	​	—	​	​	(171,319)
Other investing activities	​		1,774	​	​	414
Net cash used in investing activities	​		(903)	​		(695,019)
Financing activities:	​			​
Net change in deposits	​		296,982	​		144,036
Proceeds from borrowings	​		58,640,042	​		26,751,878
Repayment of borrowings	​		(59,014,014)	​		(25,871,971)
Payment of credit linked notes	​		(10,605)	​		(8,249)
Dividends	​	​	(14,854)	​	​	(12,570)
Net cash (used in) provided by financing activities	​		(102,449)	​		1,003,124
Net Change in Cash and Cash Equivalents	​		44,686	​		(75,667)
Cash and Cash Equivalents, Beginning of Period	​		476,610	​		584,422
Cash and Cash Equivalents, End of Period	​	$	521,296	​	$	508,755
Supplemental Cash Flows Information:	​		​	​		​
Interest paid	​	$	169,563	​	$	178,751
Income taxes paid, net of refunds	​		3,176	​		783
Change in payable for limited partnership interest of LLCs	​	​	2,752	​	​	—
Change in ROU assets due to lease renegotiation	​	​	—	​	​	(1,349)
Liabilities accrued for additions in premises and equipment	​	​	3,081	​	​	—
Beneficial interests received in exchange for LIHTC's sold	​	​	3,118	​	​	—
Liabilities accrued for excise tax on preferred stock repurchase	​	​	1,215	​	​	—
Change in prepaid assets for preferred stock repurchase	​	​	125,000	​	​	—
Deposits received upon loan origination	​	​	189,206	​	​	—
Transfer of loans from loans held for sale to loans receivable	​	​	1,029	​	​	31,350
Transfer of loans from loans receivable to loans held for sale	​	​	74,462	​	​	1,600

​

​

See notes to condensed consolidated financial statements .

​ 9

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Note 1:   Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Merchants Bancorp, a registered bank holding company (the “Company”) and its wholly owned subsidiaries, Merchants Bank, FMBI (whose branches were sold to unaffiliated third parties and its remaining charter collapsed into Merchants Bank on January 26, 2024), and MAM. Merchants Bank’s primary operating subsidiaries include MCC, MCS, and MCI. All directly and indirectly owned subsidiaries of Merchants Bancorp are collectively referred to as the “Company”.

The accompanying unaudited condensed consolidated balance sheets of the Company as of December 31, 2024, which has been derived from audited financial statements, and unaudited condensed consolidated financial statements of the Company as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, were prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with GAAP. Accordingly, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company as of and for the year ended December 31, 2024 in its Annual Report on Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to the Financial Statements contained in the Annual Report on Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included to present fairly the financial position as of March 31, 2025 and the results of operations, cash flows, and changes in shareholders’ equity for the three months ended March 31, 2025 and 2024. All interim amounts have not been audited and the results of operations for the three months ended March 31, 2025, herein are not necessarily indicative of the results of operations to be expected for the entire year.

Sale of Farmers-Merchants Bank of Illinois branches

On September 7, 2023, the Company entered into an agreement with Bank of Pontiac to sell its Farmers-Merchants Bank of Illinois branch locations in Paxton, Melvin, and Piper City, Illinois, and into an agreement with CBI Bank & Trust, to sell its Farmers-Merchants Bank of Illinois branch located in Joy, Illinois.

​

This transaction enhanced the Company’s ability to focus on its core business of single and multi-family mortgage lending and strategically aligned the branches with institutions that share a similar business model and allowed them to provide additional products to their customers.

​

On January 26, 2024, the transaction was completed after having met customary closing conditions, including regulatory approval.

​

In addition to the branches, Bank of Pontiac acquired approximately $164.8 million in deposits and $19.2 million in loans, and CBI Bank & Trust acquired approximately $65.1 million in deposits and $28.6 million in loans.

​

Total assets and liabilities of approximately $60.8 million and $230.6 million, respectively, were sold. A net gain of $715,000 was recognized from the transactions, which included a $10.1 million deposit premium and the extinguishment of $7.8 million in goodwill and $0.5 million in intangibles during the three months ended March 31, 2024.

Principles of Consolidation

The unaudited condensed consolidated financial statements as of and for the period ended March 31, 2025 and 2024 include results from the Company, and its wholly owned subsidiaries, Merchants Bank, FMBI (until its branches were sold and its bank charter merged into Merchants Bank on January 26, 2024) and MAM. Also included are 10

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Merchants Bank’s primary operating subsidiaries, MCC, MCS and MCI, as well as all direct and indirectly owned subsidiaries owned by Merchants Bancorp.

The results of Merchants Foundation, Inc., a nonprofit corporation, are consolidated with the Company’s unaudited condensed consolidated financial statements in all periods presented.

In addition, when the Company makes an equity investment in or has a relationship with an entity for which it holds a variable interest, it is evaluated for consolidation requirements under ASC Topic 810. Accordingly, the Company assesses the entities for potential consolidation as a VIE and would only consolidate those entities for which it is a primary beneficiary. A primary beneficiary is defined as the party that has both the power to direct the activities that most significantly impact the entity, and an interest that could be significant to the entity. To determine if an interest could be significant to the entity, both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with the entity are evaluated. Alternatively, under the voting interest model, it would only consolidate those entities for which it has a controlling interest.

​

The Company holds a variable interest in an investment for which it is the primary beneficiary of, and its results have been consolidated in all periods presented. Additionally, the Company has certain variable interest investments that it was deemed not to be a primary beneficiary of as of March 31, 2025 and December 31, 2024. These VIEs are not consolidated and the equity method or proportional amortization method of accounting has been applied. The Company will analyze whether the primary beneficiary designation has changed through triggering events on a prospective basis. Changes in facts and circumstances occurring since the previous primary beneficiary determination will be considered as part of this ongoing assessment. See Note 8: Variable Interest Entities (VIEs) for additional information about VIEs.

​

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses on loans and fair values of servicing rights and financial instruments.

Significant Accounting Policies

The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. For additional information regarding significant accounting policies, see the Company’s 2024 Annual Report on Form 10–K.

Restricted Cash

​

Included in cash equivalents is an account restricted as collateral for the potential risk of loss on senior credit linked notes issued by the Company in March 2023. The balance of the notes as of March 31, 2025 and December 31, 2024 was $76.9 million and $87.6 million, respectively. As of March 31, 2025 and December 31, 2024, there was $33.4 million and $33.5 million, respectively, in restricted cash held in a separate account included in the total of interest-earning demand accounts on the unaudited condensed consolidated balance sheets. Also see Note 10: Borrowings. 11

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Recent Accounting Pronouncements

The Company continually monitors for potential accounting standards updates and SEC releases. The following updates and releases have been deemed to have the most applicability to the Company’s financial statements:

FASB ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures

​

In December 2023, the FASB issued an ASU that will require public business entity’s disclosures to include a tabular tax rate reconciliation. The update will also require all public entities disclose income tax expense and taxes paid broken down by federal, state, and foreign with a disaggregation for jurisdictions that exceed 5% of income for taxes paid.

​

The updates in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. An entity shall apply the ASU on a prospective basis to financial statements for annual periods beginning after the effective date. The Company does not expect it to have a material impact on the Company’s financial position or results of operations.

​

FASB ASU 2024-03 - Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

​

In November 2024, the FASB issued an ASU which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of our unaudited condensed consolidated statements of income.

​

The updates in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. An entity shall apply the ASU on a prospective basis to financial statements for annual periods beginning after the effective date. The Company is continuing to evaluate the impact of adopting this new guidance.

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​ 12

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Note 2:   Investment Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities available for sale and held to maturity were as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​	​	​	​	​	Gross		​	Gross		​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
​		Cost			Gains			Losses			Value
​	​	(In thousands)
Securities available for sale:		​			​			​			​
Treasury notes	​	$	80,013	​	$	26	​	$	—	​	$	80,039
Federal agencies	​		255,000	​		12	​		139	​		254,873
Mortgage-backed - Non-Agency residential - fair value option^(1)^	​	​	423,717	​	​	—	​	​	—	​	​	423,717
Mortgage-backed - Agency - residential - fair value option ^(1)^	​	​	202,554	​	​	—	​	​	—	​	​	202,554
Total securities available for sale	​	$	961,284	​	$	38	​	$	139	​	$	961,183
Securities held to maturity:	​	​	​	​	​	​	​	​	​	​	​	​
Mortgage-backed - Non-Agency - multi-family	​	$	591,874	​	$	—	​	$	1,529	​	$	590,345
Mortgage-backed - Non-Agency - residential	​	​	508,161	​	​	1,745	​	​	482	​	​	509,424
Mortgage-backed - Non-Agency - healthcare	​	​	494,439	​	​	—	​	​	—	​	​	494,439
Mortgage-backed - Agency - multi-family	​	​	11,812	​	​	—	​	​	869	​	​	10,943
Total securities held to maturity	​	$	1,606,286	​	$	1,745	​	$	2,880	​	$	1,605,151
​	​	​	​	​	​	​	​	​	​	​	​	​
FHLB and other equity securities ^(2)^	​	$	217,850	​	​	​	​	​	​	​	​	​
(1)	Fair value option securities represent securities which the Company has elected to carry at fair value with changes in the fair value recognized in earnings as they occur.
---	---
(2)	The Company reports the carrying value utilizing the measurement alternative election, reflecting any impairments or other adjustments if observable price changes occur for identical or similar investments of the same issuer.
---	---
​	​	​	​	​	​	​	​	​	​	​	​	​
---	---	---	---	---	---	---	---	---	---	---	---	---
​	​	December 31, 2024
​	​	​	​	​	Gross		​	Gross		​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
​		Cost			Gains			Losses			Value
​	​	(In thousands)
Securities available for sale:		​			​			​			​
Treasury notes	​	$	89,898	​	$	108	​	$	—	​	$	90,006
Federal agencies	​		253,218	​		—	​		282	​		252,936
Mortgage-backed - Government Agency ^(2)^ - multi-family	​	​	1,162	​	​	—	​	​	—	​	​	1,162
Mortgage-backed - Non-Agency residential - fair value option^(1)^	​	​	430,779	​	​	—	​	​	—	​	​	430,779
Mortgage-backed - Agency - residential - fair value option ^(1)^	​	​	205,167	​	​	—	​	​	—	​	​	205,167
Total securities available for sale	​	$	980,224	​	$	108	​	$	282	​	$	980,050
Securities held to maturity:	​	​	​	​	​	​	​	​	​	​	​	​
Mortgage-backed - Non-Agency - multi-family	​	$	592,053	​	$	—	​	$	1,162	​	$	590,891
Mortgage-backed - Non-Agency - residential	​	​	526,242	​	​	1,871	​	​	75	​	​	528,038
Mortgage-backed - Non-Agency - healthcare	​	​	534,538	​	​	374	​	​	—	​	​	534,912
Mortgage-backed - Agency - multi-family	​	​	11,853	​	​	—	​	​	1,020	​	​	10,833
Total securities held to maturity	​	$	1,664,686	​	$	2,245	​	$	2,257	​	$	1,664,674
​	​	​	​	​	​	​	​	​	​	​	​	​
FHLB and other equity securities ^(3)^	​	$	217,804	​	​	​	​	​	​	​	​	​
(1)	Fair value option securities represent securities which the Company has elected to carry at fair value with changes in the fair value recognized in earnings as they occur.
---	---
(2)	Agency includes government sponsored entities, such as Fannie Mae, Freddie Mac, Ginnie Mae, FHLB, and FCB
---	---
(3)	The Company reports the carrying value utilizing the measurement alternative election, reflecting any impairments or other adjustments if observable price changes occur for identical or similar investments of the same issuer.
---	---

13

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Accrued interest on securities available for sale totaled $5.3 million at March 31, 2025 and $4.9 million at December 31, 2024, and is excluded from the estimate of credit losses.

Accrued interest on securities held to maturity totaled $5.1 million at March 31, 2025 and $5.8 million at December 31, 2024, and is excluded from the estimate of credit losses.

The amortized cost and fair value of securities available for sale at March 31, 2025 and December 31, 2024, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025					​	December 31, 2024
​	​	Amortized		​	Fair		​	Amortized		​	Fair
​		Cost			Value			Cost			Value
​	​	(In thousands)
Securities available for sale:	​	​
Within one year	​	$	80,013	​	$	80,039	​	$	89,898	​	$	90,006
After one through five years	​		255,000	​		254,873	​		253,218	​		252,936
​	​		335,013	​		334,912	​		343,116	​		342,942
Mortgage-backed - Agency - multi-family	​	​	—	​	​	—	​	​	1,162	​	​	1,162
Mortgage-backed - Non-Agency residential - fair value option	​	​	423,717	​	​	423,717	​	​	430,779	​	​	430,779
Mortgage-backed - Agency - residential - fair value option	​	​	202,554	​	​	202,554	​	​	205,167	​	​	205,167
​	​	$	961,284	​	$	961,183	​	$	980,224	​	$	980,050
Securities held to maturity:	​	​	​	​	​	​	​	​	​	​	​	​
Mortgage-backed - Non-Agency - multi-family	​	$	591,874	​	$	590,345	​	$	592,053	​	$	590,891
Mortgage-backed - Non-Agency - residential	​	​	508,161	​	​	509,424	​	​	526,242	​	​	528,038
Mortgage-backed - Non-Agency - healthcare	​	​	494,439	​	​	494,439	​	​	534,538	​	​	534,912
Mortgage-backed - Agency - multi-family	​	​	11,812	​	​	10,943	​		11,853	​		10,833
​	​	$	1,606,286	​	$	1,605,151	​	$	1,664,686	​	$	1,664,674

​

During the three months ended March 31, 2025, no securities available for sale were sold. During the three months ended March 31, 2024, the Company recognized a net loss of $108,000 from sales of securities available for sale which consisted of $10,000 in gains and $118,000 of losses.

​

The following tables show the Company’s gross unrealized losses and fair value of the Company’s investment securities with unrealized losses, for which an ACL has not been recorded, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​	​	​	​	​	​	​	​	12 Months or					​	​	​	​	​	​
​	​	Less than 12 Months					​	Longer					​	Total
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​	​	Gross
​	​	Fair		​	Unrealized		​	Fair		​	Unrealized		​	Fair		​	Unrealized
​		Value			Losses			Value			Losses			Value			Losses
​	​	(In thousands)
Securities available for sale:		​			​			​			​			​			​
Federal agencies	​	$	219,861	​	$	139	​	$	—	​	$	—	​	$	219,861	​	$	139

​

​ 14

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

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​<br>​​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	​	​	​	​	​	​	​	12 Months or					​	​	​	​	​	​
​	​	Less than 12 Months					​	Longer					​	Total
​	****	​	​	****	Gross		****	​	​	****	Gross		****	​	​	****	Gross
​	​	Fair		​	Unrealized		​	Fair		​	Unrealized		​	Fair		​	Unrealized
​	​	Value		​	Losses		​	Value		​	Losses		​	Value		​	Losses
​	​	(In thousands)
Securities available for sale:		​			​			​			​			​			​
Federal agencies	​	$	252,936	​	$	282	​	$	—	​	$	—	​	$	252,936	​	$	282

​

​

Allowance for Credit Losses

For securities available for sale with an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit related factors. Any impairment that is not credit-related is recognized in accumulated other comprehensive loss, net of tax. Credit-related impairment is recognized as an ACL for securities available for sale on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Accrued interest receivable is excluded from the estimate of credit losses. Both the ACL and the adjustment to net income may be reversed if conditions change. However, if the Company expects, or is required, to sell an impaired security available for sale before recovering its amortized cost basis, the entire impairment amount would be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis is adjusted to fair value, there is no ACL in this situation.

​

In evaluating securities available for sale in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors. Unrealized losses on the Company’s investment securities portfolio have not been recognized as an expense because the securities are of high credit quality, and the decline in fair values is attributable to changes in the prevailing interest rate environment since the purchase date. Fair value is expected to recover as securities reach maturity and/or the interest rate environment returns to conditions similar to when these securities were purchased. There were no credit-related factors underlying unrealized losses on available for sale debt securities at March 31, 2025 and December 31, 2024.

​

Securities held to maturity are primarily comprised of non-agency mortgage-backed senior securities secured by multi-family, single-family or healthcare properties, and agency mortgage-backed securities secured by multi-family properties. The agency securities held to maturity are Ginnie Mae mortgage-backed securities and backed by the full faith and credit of the U.S. government and have an implicit or explicit government guarantee. Accordingly, no allowance for credit losses has been recorded for these securities. Additional qualitative factors are evaluated, including the timeliness of principal and interest payments under the contractual terms of the securities, as well as the investment ratings assigned to the securities by third parties and their qualification to be pledged to FHLB as collateral. According, no allowance for credit losses has been recorded for non-agency securities.

​

​

Note 3:   Mortgage Loans in Process of Securitization

Mortgage loans in process of securitization are recorded at fair value with changes in fair value recorded in earnings. These include multi-family rental real estate loan originations to be sold as Ginnie Mae mortgage-backed securities and Fannie Mae and Freddie Mac participation certificates, all of which are pending settlements under firm investor commitments to purchase the securities, typically occurring within 30 days. The aggregate positive fair value adjustment recorded in mortgage loans in process of securitization was $1.1 million and $4.1 million as of March 31, 2025 and December 31, 2024, respectively. 15

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Note 4:   Loans and Allowance for Credit Losses on Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost at their outstanding principal balances adjusted for unearned income, charge-offs, the ACL-Loans, any unamortized deferred fees or costs on originated loans, and unamortized premiums or discounts on purchased loans.

For loans at amortized cost, interest income is accrued based on the unpaid principal balance.

The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and reports accrued interest separately from the related loan balance on the unaudited condensed consolidated balance sheets. Accrued interest on loans totaled $48.6 million and $51.9 million at March 31, 2025 and December 31, 2024, respectively.

The Company also elected not to measure an allowance for credit losses for accrued interest receivables. The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. Loans may be placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest subsequently collected on these loans is applied to the principal balance until the loan can be returned to an accrual status, which is no less than six months. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

For all loan portfolio segments, the Company charges off loans, or portions thereof, when available information confirms that specific loans are uncollectable based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations.

For loan modifications, interest income is recognized on an accrual basis at the renegotiated rate if the loan is in compliance with the modified terms.

The Company offers mortgage warehouse repurchase agreements to third parties to fund mortgage loans held for sale from closing until sale to an investor. Under a warehousing arrangement, the Company funds a mortgage loan as secured financing. The warehousing arrangement is secured by the underlying mortgages and a combination of deposits, personal guarantees and advance rates, and may be cross-collateralized with other loans. The Company typically holds the collateral until it is sent under a bailee arrangement instructing the investor to send proceeds to the Company. Typical investors are large financial institutions or government agencies. Interest earned from the time of funding to the time of sale is recognized as interest income as accrued. Warehouse fees are accrued as noninterest income.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Loan Portfolio Summary

Loans receivable at March 31, 2025 and December 31, 2024 include:

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​		2025			2024
​	​	(In thousands)
Mortgage warehouse repurchase agreements	​	$	1,408,239	​	$	1,446,068
Residential real estate^(1)^	​		1,332,601	​		1,322,853
Multi-family financing	​		4,600,117	​		4,624,299
Healthcare financing	​	​	1,583,290	​	​	1,484,483
Commercial and commercial real estate^(2)(3)^	​		1,418,741	​		1,476,211
Agricultural production and real estate	​		79,190	​		77,631
Consumer and margin loans	​		4,959	​		6,843
Loans Receivable	​		10,427,137	​		10,438,388
Less:	​			​
ACL-Loans	​		83,413	​		84,386
​	​	​	​	​	​	​
Loans Receivable, net	​	$	10,343,724	​	$	10,354,002
(1)	Includes $1.2 billion and $1.2 billion of All-in-One© first-lien home equity lines of credit at March 31, 2025 and December 31, 2024, respectively.
---	---
(2)	Includes $805.4 million and $908.9 million of revolving lines of credit collateralized primarily by single-family mortgage servicing rights as of March 31, 2025 and December 31, 2024, respectively.
---	---
(3)	Includes only $19.5 million and $18.7 million of non-owner occupied commercial real estate as of March 31, 2025 and December 31, 2024, respectively.
---	---

Risk characteristics applicable to each segment of the loan portfolio are described as follows.

Mortgage Warehouse Repurchase Agreements (MTG WHRA): Under its warehouse program, the Company provides warehouse financing arrangements to approved mortgage companies for their origination and sale of residential mortgage and multi-family loans. Loans secured by mortgages placed on existing one-to-four family dwellings may be originated or purchased and placed through each mortgage warehouse facility.

As a secured repurchase agreement, collateral pledged to the Company secures each individual mortgage until the mortgage company sells the loan in the secondary market. A traditional secured warehouse facility typically carries a base interest rate of the SOFR, or mortgage note rate, and a margin.

Risk is evident if there is a change in the fair value of mortgage loans originated by mortgage companies in warehouse, the sale of which is the expected source of repayment under a warehouse facility. However, the warehouse customers are required to hedge the change in value of these loans to mitigate the risk, typically through forward sales contracts.

Residential Real Estate Loans (RES RE): Real estate loans are secured by owner-occupied one-to-four family residences. Repayment of residential real estate loans is primarily dependent on the personal income of the borrowers. Credit risk for these loans is driven by the credit rating of the borrowers and property values. First-lien HELOC mortgages included in this segment typically carry a base interest rate of One-Year CMT, plus a margin.

Multi-family Financing (MF FIN): The Company specializes in originating multi-family financing that can be Market Rate or Affordable. The portfolio includes loans for construction, acquisition, refinance, or permanent financing. Loans are typically secured by real estate mortgages, assignment of LIHTCs, and/or equity interest in the underlying properties. All loans are assessed and reviewed at a minimum based on borrower strength/experience, historical property performance, market trends, projected financial performance with regards to intended strategy, and source of repayment. 17

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Independent third-party reports are used to ensure legal conformity and support valuations of the assets. Exit strategies and sources of repayment are provided through the secondary market via governmental programs, strategic refinances, LIHTC equity installments, and cashflow from the properties. Repayment of these loans depends on the successful operation of a business or property and the borrower’s cash flows. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economy in the related market area. These loans are well-collateralized and underwritten to agency guidelines. Loans included in this segment typically carry a base rate of 30-day SOFR that adjusts on a monthly basis, and a margin. The Company focuses on loan classes that are government backed or can be sold in the secondary market.

Healthcare Financing (HC FIN): The healthcare financing portfolio includes customized loan products for independent living, assisted living, memory care and skilled nursing projects. A variety of loan products are available to accommodate rehabilitation, acquisition, and refinancing of healthcare properties. Credit risk in these loans is primarily driven by local demographics and the expertise of the operators of the facilities. Repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent agency-eligible financing is obtained, as well as successful operation of a business or property and the borrower’s cash flows. These loans are well-collateralized and underwritten to agency guidelines. Loans included in this segment typically carry a base rate of 30-day SOFR that adjusts on a monthly basis, and a margin. The Company focuses on loan classes that are government backed or can be sold in the secondary market.

Commercial Lending and Commercial Real Estate Loans (CML & CRE): The commercial lending and commercial real estate portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions, as well as loans to commercial customers to finance land and improvements. It also includes lines of credit collateralized by mortgage servicing rights that are assessed for fair value quarterly at the Company’s request. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations. SBA loans are included in this category. Only 1% of total commercial and commercial real estate loans are made up of non-owner occupied commercial real estate loans.

​

Agricultural Production and Real Estate Loans (AG & AGRE): Agricultural production loans are generally comprised of seasonal operating lines of credit to grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. The Company also offers long-term financing to purchase agricultural real estate. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating-year based on industry-developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop and other farm assets as considered necessary. The Company is approved to sell agricultural loans in the secondary market through Farmer Mac and uses this relationship to manage interest rate risk within the portfolio. Agricultural real estate loans included in this segment are typically structured with a one-year ARM, three-year ARM or five-year ARM CMT and a margin. Agriculture production, livestock, and equipment loans are structured with variable rates that are indexed to prime or fixed for terms not exceeding five years.

​

Consumer and Margin Loans (CON & MAR): Consumer loans are those loans secured by household assets. Margin loans are those loans secured by marketable securities. The term and maximum amount for these loans are determined by considering the purpose of the loan, the margin (advance percentage against value) in all collateral, the primary source of repayment, and the borrower’s other related cash flow.

​

​ 18

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

ACL-Loans

The ACL-Loans is the Company’s estimate of current expected life of loan credit losses. Loans receivable is presented net of the allowance to reflect the principal balance expected to be collected over the contractual term of the loans. This life of loan allowance is established through a provision for credit losses included in net interest income after provision for credit losses as loans are recorded in the unaudited condensed consolidated financial statements. The provision for a reporting period also reflects increases or decreases in the allowance related to changes in credit loss expectations. Actual credit losses are charged against the allowance when management believes the loan balance, or a portion thereof, is uncollectible. Subsequent recoveries, if any, are credited to the allowance.

The ACL-Loans is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans considering relevant available information from internal and external sources, including historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. The allowance also incorporates reasonable and supportable forecasts. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The level of the ACL-Loans is believed to be adequate to absorb expected future losses in the loan portfolio as of the measurement date.

The ACL-Loans consists of individually evaluated loans and pooled loan components. The Company’s primary portfolio segmentation is by loans with similar risk characteristics. Loans risk graded substandard and worse are individually evaluated for expected credit losses. For individually evaluated loans that are collateral dependent, the Company may use the fair value of the collateral, less estimated costs to sell, as a practical expedient as of the reporting date to determine the carrying amount of an asset and the allowance for credit losses, as applicable. A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or the sale of the collateral when the borrower is experiencing financial difficulty as of the reporting date.

To calculate the ACL-Loans, the portfolio is segmented by loans with similar risk characteristics.

​

Loan Portfolio Segment	​	ACL-Loans Methodology
​		​
Mortgage warehouse repurchase agreements	​	Remaining Life Method
Residential real estate loans	​	Discounted Cash Flow
Multi-family financing	​	Discounted Cash Flow
Healthcare financing	​	Discounted Cash Flow
Commercial and commercial real estate	​	Discounted Cash Flow
Agricultural production and real estate	​	Remaining Life Method
Consumer and margin loans	​	Remaining Life Method

​

​	​	​

​

Loan characteristics used in determining the segmentation include the underlying collateral, type or purpose of the loan, and expected credit loss patterns. The initial estimate of expected credit losses for each segment is based on historical credit loss experience and management’s judgement. Given the Company’s modest historical credit loss experience, peer and industry data was incorporated into the measurement. Expected life of loan credit losses are quantified using discounted cash flows and remaining life methodologies.

Model results are supplemented by qualitative adjustments for risk factors relevant in assessing the expected credit losses within the portfolio segments. These adjustments may increase or decrease the estimate of expected credit losses based upon the assessed level of risk for each qualitative factor.

The models utilized and the applicable qualitative adjustments require assumptions and management judgement that can be subjective in nature. The above measurement approach is also used to estimate the expected credit losses associated with unfunded loan commitments, which also incorporates expected utilization rates. 19

Table of Contents

Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

The following tables present, by loan portfolio segment, the activity in the ACL-Loans for the three months ended March 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025
​		MTG WHRA			RES RE			MF FIN			HC FIN		​	CML & CRE			AG & AGRE			CON & MAR			TOTAL
​	​	(In thousands)
ACL-Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, beginning of period	​	$	3,816	​	$	5,942		$	55,126	​	$	8,562	​	$	10,293	​	$	539	​	$	108	​	$	84,386
Provision for credit losses	​		(69)	​		203		​	8,684	​	​	565	​		87	​		69	​		(33)	​		9,506
Loans charged to the allowance	​		—	​		—		​	(10,394)	​	​	—	​		(113)	​		—	​		—	​		(10,507)
Recoveries of loans previously charged-off	​		—	​		—		​	—	​	​	—	​		28	​		—	​		—	​		28
Balance, end of period	​	$	3,747	​	$	6,145	​	$	53,416	​	$	9,127	​	$	10,295	​	$	608	​	$	75	​	$	83,413

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2024
​		MTG WHRA			RES RE			MF FIN			HC FIN		​	CML & CRE			AG & AGRE			CON & MAR			TOTAL
​	​	(In thousands)
ACL-Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, beginning of period	​	$	2,070	​	$	7,323		$	26,874	​	$	22,454	​	$	12,243	​	$	619	​	$	169	​	$	71,752
FMBI's ACL for loans sold	​	​	—	​	​	(55)	​	​	(186)	​	​	(2)	​	​	(92)	​	​	(246)	​	​	(12)	​	​	(593)
Provision for credit losses	​		952	​		(363)		​	1,976	​	​	2,135	​		763	​		77	​		(63)	​		5,477
Loans charged to the allowance	​		—	​		—		​	—	​	​	—	​		(925)	​		—	​		—	​		(925)
Recoveries of loans previously charged-off	​		—	​		—		​	—	​	​	—	​		1	​		—	​		—	​		1
Balance, end of period	​	$	3,022	​	$	6,905	​	$	28,664	​	$	24,587	​	$	11,990	​	$	450	​	$	94	​	$	75,712

​

The Company recorded a total provision for credit losses of $7.7 million for the three months ended March 31, 2025. The $7.7 million total provision for credit losses consisted of $9.5 million for the ACL-Loans as shown above, net of $1.7 million for the ACL-OBCE’s and $0.1 million for the ACL-Guarantees for the release of reserves related to loan securitization.

The Company recorded a total provision for credit losses of $4.7 million for the three months ended March 31, 2024. The $4.7 million total provision for credit losses consisted of $5.5 million for the ACL-Loans as shown above, net of $0.2 million for the ACL-OBCE’s for the release of reserves and $0.6 million for the release of FMBI’s ACL-Loans for loans sold.

The following table presents, by loan portfolio segment, the activity in the ACL-Loans for the twelve months ended December 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31, 2024
​		MTG WHRA			RES RE			MF FIN			HC FIN		​	CML & CRE			AG & AGRE			CON & MAR			TOTAL
​	​	(In thousands)
ACL-Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, beginning of period	​	$	2,070	​	$	7,323		$	26,874	​	$	22,454	​	$	12,243	​	$	619	​	$	169	​	$	71,752
FMBI's ACL for loans sold	​	​	—	​	​	(55)	​	​	(186)	​	​	(2)	​	​	(92)	​	​	(246)	​	​	(12)	​	​	(593)
Provision for credit losses	​		1,746	​		(1,340)		​	33,674	​	​	(10,795)	​		276	​		166	​		(49)	​		23,678
Loans charged to the allowance	​		—	​		—		​	(5,282)	​	​	(3,095)	​		(2,210)	​		—	​		—	​		(10,587)
Recoveries of loans previously charged-off	​		—	​		14		​	46	​	​	—	​		76	​		—	​		—	​		136
Balance, end of period	​	$	3,816	​	$	5,942	​	$	55,126	​	$	8,562	​	$	10,293	​	$	539	​	$	108	​	$	84,386

​

​

​ 20

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

The below table presents the amortized cost basis and ACL-Loans allocated for collateral dependent loans, which are individually evaluated to determine expected credit losses as of March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​		Real Estate			Accounts Receivable / Equipment			Other			Total			ACL-Loans Allocation
​	​	(In thousands)
RES RE	​	$	6,675	​	$	—	​	$	—	​	$	6,675	​	$	34
MF FIN	​	​	235,867	​	​	—	​	​	693	​	​	236,560	​	​	19,867
HC FIN	​		68,913	​		—	​		—	​		68,913	​		2,556
CML & CRE	​		8,956	​		1,447	​		763	​		11,166	​		618
AG & AGRE	​		327	​		6	​		—	​		333	​		3
Total collateral dependent loans	​	$	320,738	​	$	1,453	​	$	1,456	​	$	323,647	​	$	23,078

​

There were no significant changes to the types of collateral securing the Company’s collateral dependent loans compared to December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​		Real Estate			Accounts Receivable / Equipment			Other			Total			ACL-Loans Allocation
​	​	(In thousands)
RES RE	​	$	6,153	​	$	—	​	$	—	​	$	6,153	​	$	31
MF FIN	​	​	227,054	​	​	—	​	​	693	​	​	227,747	​	​	22,265
HC FIN	​	​	73,225	​	​	—	​	​	—	​	​	73,225	​	​	2,569
CML & CRE	​		8,125	​		1,447	​		629	​		10,201	​		358
AG & AGRE	​		—	​		6	​		—	​		6	​		1
Total collateral dependent loans	​	$	314,557	​	$	1,453	​	$	1,322	​	$	317,332	​	$	25,224

​

Internal Risk Categories

The Company evaluates the loan risk grading system definitions and ACL-Loans methodology on an ongoing basis. In adherence with policy, the Company uses the following internal risk grading categories and definitions for loans:

Pass - Loans that are considered to be of acceptable credit quality, and not classified as Special Mention, Substandard or Doubtful. Also included are loans classified as Watch loans, which represent loans that remain sound and collectible but contain elevated risk that requires management’s attention.

Special Mention – Loans classified as Special Mention have potential weaknesses that deserve management’s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified and do not warrant adverse classification. Loans with questions or concerns regarding collateral, adverse market conditions impacting future performance, and declining financial trends would be considered for Special Mention.

Substandard - Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. When a loan in the form of a line of credit is downgraded to Substandard, it is evaluated for impairment and future draws under the line of credit require the approval of an officer of Senior Credit Officer or above. 21

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Doubtful - Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The following tables present the credit risk profile of the Company’s loan portfolio based on internal risk rating category and origination year as of March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​		2025			2024			2023		​	2022			2021			Prior			Revolving Loans			TOTAL
​	​	(In thousands)
MTG WHRA	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,408,239	​	$	1,408,239
Total	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,408,239	​	$	1,408,239
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
RES RE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	12,230	​	$	38,412	​	$	30,088	​	$	8,151	​	$	5,694	​	$	23,890	​	$	1,207,461	​	$	1,325,926
Substandard	​	​	—	​	​	—	​	​	—	​	​	22	​	​	—	​	​	198	​	​	6,455	​	​	6,675
Total	​	$	12,230	​	$	38,412	​	$	30,088	​	$	8,173	​	$	5,694	​	$	24,088	​	$	1,213,916	​	$	1,332,601
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
MF FIN	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	338,100	​	$	851,771	​	$	472,312	​	$	312,576	​	$	63,090	​	$	13,240	​	$	2,057,260	​	$	4,108,349
Special Mention	​	​	100,150	​	​	22,275	​	​	60,910	​	​	57,618	​	​	—	​	​	236	​	​	14,019	​	​	255,208
Substandard	​	​	4,290	​	​	22,952	​	​	110,237	​	​	65,624	​	​	2,541	​	​	—	​	​	30,916	​	​	236,560
Total	​	$	442,540	​	$	896,998	​	$	643,459	​	$	435,818	​	$	65,631	​	$	13,476	​	$	2,102,195	​	$	4,600,117
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	10,394	​	$	—	​	$	—	​	$	—	​	$	10,394
HC FIN	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	285,997	​	$	328,980	​	$	113,406	​	$	368,975	​	$	—	​	$	—	​	$	270,412	​	$	1,367,770
Special Mention	​	​	3,200	​	​	50,847	​	​	—	​	​	14,700	​	​	—	​	​	—	​	​	77,860	​	​	146,607
Substandard	​	​	—	​	​	9,649	​	​	25,600	​	​	—	​	​	25,363	​	​	—	​	​	8,301	​	​	68,913
Total	​	$	289,197	​	$	389,476	​	$	139,006	​	$	383,675	​	$	25,363	​	$	—	​	$	356,573	​	$	1,583,290
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
CML & CRE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	6,677	​	$	57,824	​	$	43,883	​	$	105,371	​	$	47,352	​	$	30,926	​	$	1,109,551	​	$	1,401,584
Special Mention	​	​	—	​	​	415	​	​	—	​	​	1,474	​	​	1,371	​	​	2,165	​	​	566	​	​	5,991
Substandard	​	​	—	​	​	39	​	​	293	​	​	763	​	​	9,015	​	​	34	​	​	1,022	​	​	11,166
Total	​	$	6,677	​	$	58,278	​	$	44,176	​	$	107,608	​	$	57,738	​	$	33,125	​	$	1,111,139	​	$	1,418,741
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	113	​	$	—	​	$	—	​	$	113
AG & AGRE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	3,390	​	$	17,311	​	$	7,209	​	$	4,914	​	$	2,964	​	$	21,945	​	$	21,035	​	$	78,768
Special Mention	​	​	89	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	89
Substandard	​	​	—	​	​	110	​	​	43	​	​	180	​	​	—	​	​	—	​	​	—	​	​	333
Total	​	$	3,479	​	$	17,421	​	$	7,252	​	$	5,094	​	$	2,964	​	$	21,945	​	$	21,035	​	$	79,190
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
CON & MAR	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	46	​	$	289	​	$	40	​	$	15	​	$	4	​	$	—	​	$	4,565	​	$	4,959
Total	​	$	46	​	$	289	​	$	40	​	$	15	​	$	4	​	$	—	​	$	4,565	​	$	4,959
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Pass	​	$	646,440	​	$	1,294,587	​	$	666,938	​	$	800,002	​	$	119,104	​	$	90,001	​	$	6,078,523	​	$	9,695,595
Total Special Mention	​	$	103,439	​	$	73,537	​	$	60,910	​	$	73,792	​	$	1,371	​	$	2,401	​	$	92,445	​	$	407,895
Total Substandard	​	$	4,290	​	$	32,750	​	$	136,173	​	$	66,589	​	$	36,919	​	$	232	​	$	46,694	​	$	323,647
Total Loans	​	$	754,169	​	$	1,400,874	​	$	864,021	​	$	940,383	​	$	157,394	​	$	92,634	​	$	6,217,662	​	$	10,427,137
Total Charge-offs	​	$	—	​	$	—	​	$	—	​	$	10,394	​	$	113	​	$	—	​	$	—	​	$	10,507

​

The table above excludes two multi-family loans, rated as Special Mention, totaling $47.5 million and classified as held for sale at March 31, 2025. The Company did not have any material revolving loans converted to term loans that were not re-underwritten at March 31, 2025.

​ 22

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​		2024			2023			2022			2021			2020			Prior			Revolving Loans			TOTAL
​	​	(In thousands)
MTG WHRA	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,446,068	​	$	1,446,068
Total	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,446,068	​	$	1,446,068
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
RES RE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	40,363	​	$	30,750	​	$	8,212	​	$	6,181	​	$	18,712	​	$	6,210	​	$	1,206,272	​	$	1,316,700
Special Mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	22	​	​	—	​	​	—	​	​	203	​	​	5,928	​	​	6,153
Total	​	$	40,363	​	$	30,750	​	$	8,234	​	$	6,181	​	$	18,712	​	$	6,413	​	$	1,212,200	​	$	1,322,853
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
MF FIN	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	1,028,288	​	$	518,320	​	$	419,723	​	$	66,787	​	$	5,460	​	$	10,456	​	$	2,109,707	​	$	4,158,741
Special Mention	​	​	88,337	​	​	77,700	​	​	57,679	​	​	—	​	​	—	​	​	238	​	​	13,857	​	​	237,811
Substandard	​	​	18,884	​	​	105,553	​	​	76,093	​	​	2,550	​	​	—	​	​	—	​	​	24,667	​	​	227,747
Total	​	$	1,135,509	​	$	701,573	​	$	553,495	​	$	69,337	​	$	5,460	​	$	10,694	​	$	2,148,231	​	$	4,624,299
Charge-offs	​	$	—	​	$	870	​	$	4,412	​	$	—	​	$	—	​	$	—	​	$	—	​	$	5,282
HC FIN	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	460,259	​	$	112,223	​	$	466,393	​	$	—	​	$	—	​	$	—	​	$	234,316	​	$	1,273,191
Special Mention	​	​	32,547	​	​	—	​	​	8,900	​	​	—	​	​	—	​	​	—	​	​	96,620	​	​	138,067
Substandard	​	​	13,961	​	​	25,600	​	​	—	​	​	25,363	​	​	—	​	​	—	​	​	8,301	​	​	73,225
Total	​	$	506,767	​	$	137,823	​	$	475,293	​	$	25,363	​	$	—	​	$	—	​	$	339,237	​	$	1,484,483
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	3,095	​	$	—	​	$	—	​	$	—	​	$	3,095
CML & CRE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	52,323	​	$	45,999	​	$	107,451	​	$	48,903	​	$	16,264	​	$	18,216	​	$	1,172,763	​	$	1,461,919
Special Mention	​	​	—	​	​	—	​	​	2,331	​	​	1,633	​	​	—	​	​	52	​	​	75	​	​	4,091
Substandard	​	​	40	​	​	150	​	​	110	​	​	8,835	​	​	—	​	​	41	​	​	1,025	​	​	10,201
Total	​	$	52,363	​	$	46,149	​	$	109,892	​	$	59,371	​	$	16,264	​	$	18,309	​	$	1,173,863	​	$	1,476,211
Charge-offs	​	$	—	​	$	—	​	$	253	​	$	982	​	$	—	​	$	975	​	$	—	​	$	2,210
AG & AGRE	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	17,328	​	$	7,373	​	$	4,676	​	$	3,170	​	$	8,790	​	$	13,705	​	$	22,583	​	$	77,625
Special Mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	6	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	6
Total	​	$	17,328	​	$	7,379	​	$	4,676	​	$	3,170	​	$	8,790	​	$	13,705	​	$	22,583	​	$	77,631
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
CON & MAR	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	326	​	$	75	​	$	18	​	$	9	​	$	—	​	$	4,151	​	$	2,264	​	$	6,843
Special Mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total	​	$	326	​	$	75	​	$	18	​	$	9	​	$	—	​	$	4,151	​	$	2,264	​	$	6,843
Charge-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Pass	​	$	1,598,887	​	$	714,740	​	$	1,006,473	​	$	125,050	​	$	49,226	​	$	52,738	​	$	6,193,973	​	$	9,741,087
Total Special Mention	​	$	120,884	​	$	77,700	​	$	68,910	​	$	1,633	​	$	—	​	$	290	​	$	110,552	​	$	379,969
Total Substandard	​	$	32,885	​	$	131,309	​	$	76,225	​	$	36,748	​	$	—	​	$	244	​	$	39,921	​	$	317,332
Total Loans	​	$	1,752,656	​	$	923,749	​	$	1,151,608	​	$	163,431	​	$	49,226	​	$	53,272	​	$	6,344,446	​	$	10,438,388
Total Charge-offs	​	$	—	​	$	870	​	$	4,665	​	$	4,077	​	$	—	​	$	975	​	$	—	​	$	10,587

​

The table above excludes one multi-family loan, rated as Special Mention, totaling $17.4 million and classified as held for sale at December 31, 2024. The Company did not have any material revolving loans converted to term loans that were not re-underwritten at December 31, 2024.

​

​ 23

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Delinquent Loans

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of March 31, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025
​		30-59 Days			60-89 Days			90+ Days			Total			​	​		Total
​	​	Past Due		​	Past Due		​	Past Due		​	Past Due		​	Current		​	Loans
​	​	(In thousands)
MTG WHRA	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,408,239	​	$	1,408,239
RES RE	​		4,291	​	​	2,528	​		1,273	​		8,092	​		1,324,509	​		1,332,601
MF FIN	​		1,615	​	​	4,290	​		205,266	​		211,171	​		4,388,946	​		4,600,117
HC FIN	​	​	—	​	​	20,697	​	​	59,264	​	​	79,961	​	​	1,503,329	​	​	1,583,290
CML & CRE	​		1,418	​	​	414	​		3,449	​		5,281	​		1,413,460	​		1,418,741
AG & AGRE	​		5	​	​	7	​		43	​		55	​		79,135	​		79,190
CON & MAR	​		—	​	​	—	​		—	​		—	​		4,959	​		4,959
​	​	$	7,329	​	$	27,936	​	$	269,295	​	$	304,560	​	$	10,122,577	​	$	10,427,137

​

The table above excludes one multi-family loan of $30.1 million, 30-59 days past due, classified as held for sale at March 31, 2025.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​		30-59 Days			60-89 Days			90+ Days			Total			​	​		Total
​	​	Past Due		​	Past Due		​	Past Due		​	Past Due		​	Current		​	Loans
​	​	(In thousands)
MTG WHRA	​	$	—		$	—	​	$	—	​	$	—	​	$	1,446,068	​	$	1,446,068
RES RE	​		1,294		​	3,797	​		2,339	​		7,430	​		1,315,423	​		1,322,853
MF FIN	​		8,497		​	11,148	​		201,508	​		221,153	​		4,403,146	​		4,624,299
HC FIN	​	​	—	​	​	—	​	​	59,264	​	​	59,264	​	​	1,425,219	​	​	1,484,483
CML & CRE	​		596		​	688	​		3,047	​		4,331	​		1,471,880	​		1,476,211
AG & AGRE	​		73		​	—	​		12	​		85	​		77,546	​		77,631
CON & MAR	​		—		​	—	​		—	​		—	​		6,843	​		6,843
​	​	$	10,460	​	$	15,633	​	$	266,170	​	$	292,263	​	$	10,146,125	​	$	10,438,388

​

The table above excludes one multi-family loan of $30.1 million and two residential real estate loans totaling $2.1 million, 30-59 days past due, and one residential real estate loan of $0.1 million, 90+ days past due, classified as held for sale at December 31, 2024.

Nonperforming Loans

Nonaccrual loans, including modified loans to borrowers experiencing financial difficulty that have not met the six-month minimum performance criterion, are reported as nonperforming loans. For all loan classes, it is the Company’s policy to have any modified loans which are on nonaccrual status prior to being modified, remain on nonaccrual status until six months of satisfactory borrower performance, at which time management would consider its return to accrual status. A loan is generally classified as nonaccrual when the Company believes that receipt of principal and interest is doubtful under the terms of the loan agreement. Generally, this is at 90 days or more past due. Interest income of $0.1 million and $0 was recognized on nonaccrual financial assets at the time of payoff during the three months ended March 31, 2025 and 2024, respectively. 24

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

The following table presents the Company’s nonaccrual loans and loans past due 90 days or more and still accruing at March 31, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025					​	December 31, 2024
​	​	​	​	​	Total Loans >		​	​	​	​	Total Loans >
​	​	​	​	​	90 Days &		​	​	​	​	90 Days &
​		Nonaccrual			Accruing			Nonaccrual			Accruing
​	​	(In thousands)
RES RE	​	$	6,674	​	$	—	​	$	6,154	​	$	—
MF FIN	​		204,681	​		585	​		201,508	​		—
HC FIN	​	​	68,913	​	​	—	​	​	69,001	​	​	—
CML & CRE	​		3,708	​	​	—	​		3,047	​	​	—
AG & AGRE	​		43	​		—	​		6	​		6
CON & MAR	​		—	​		—	​		—	​		—
​	​	$	284,019	​	$	585	​	$	279,716	​	$	6

​

The table above excludes one residential real estate loan, classified as held for sale, on nonaccrual at December 31, 2024, totaling $0.1 million.

​

The Company did not have any nonaccrual loans without an estimated ACL at March 31, 2025 or December 31, 2024.

​

Modifications to Borrowers Experiencing Financial Difficulty

​

Occasionally, the Company modifies loans to borrowers in financial difficulty by providing principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction. In some cases, the Company provides multiple types of modifications on one loan. Typically, one type of modification, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another modification, such as principal forgiveness, may be granted, but is rare.

​

The following table presents the amortized cost basis of loans at March 31, 2025 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025, by class and by type of modification. There were no new loans modified for borrowers experiencing financial difficulty during the three months ended March 31, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025											​
​		Term Extension		​	Combination - Term Extension and Forbearance		​	Total Class of Financing Receivable		​	% of Total Class of Financing Receivable
​	​	​	​	​	​	​	​	​	​	​	​	​	​
MF FIN	​	$	4,290	​	$	51,349	​	$	55,639	​	​	1	%
CML & CRE	​	​	—	​	​	177	​	​	177	​	​	—	​
Total	​	$	4,290	​	$	51,526	​	$	55,816	​	​	1	%

​

​

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty. Loans with risk classifications of Pass and Special Mention were part of the pooled loan ACL analysis. Loans classified as Substandard or worse were individually evaluated for impairment and specific reserves were established, if applicable. During the three months ended March 31, 2025, $5.8 million in specific reserves were recorded on troubled loan modifications disclosed herein. The Company has committed to lend no additional amounts to the borrowers included in the table below.

​ 25

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

​

​	​	​	​	​
​	​	Three Months Ended March 31, 2025
​	​	Term Extension	​	Combination - Term Extension and Forbearance
Loan Type	​	Financial Effect	​	Financial Effect
MF FIN	​	Added a weighted average of 1 month.	​	Term extension and forbearance added a weighted average of 5 months.
​	​	​	​	​
CML & CRE	​	​	​	Term extension added a weighted average of 61 months and forbearance added a weighted average of 12 months.

​

​

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last twelve months as of March 31, 2025. The Company did not have any loans modified in the last twelve months as of March 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025
​	​	​		​	30 - 89 Days			90+ Days			Total
​	​	Current		​	Past Due		​	Past Due		​	Loans
​	​	(In thousands)
MF FIN	​	$	89,507	​	$	4,290	​	$	17,031	​	$	110,828
HC FIN	​	​	4,211	​	​	9,649	​	​	—	​	​	13,860
CML & CRE	​	​	177	​	​	—	​	​	—	​	​	177
Total	​	$	93,895	​	$	13,939	​	$	17,031	​	$	124,865

​

Multi-family loans totaling $23.3 million that had prior forbearance modifications defaulted during the three months ended March 31, 2025.

​

Foreclosures

​

There were no residential loans in the process of foreclosure as of March 31, 2025 and there were $1.9 million in process of foreclosure as of December 31, 2024.

​

Loans Purchased

The Company purchased $19.9 million and $27.7 million of loans during the three months ended March 31, 2025 and 2024, respectively.

​

Loan Guarantees

The Company issues instruments, in the normal course of business with customers, that are considered financial guarantees. Standby letters of credit guarantees are issued in connection with agreements made by customers to counterparties. Standby letters of credit are contingent upon failure of the customer to perform the terms of the underlying contract. Credit risk associated with the standby letters of credit is essentially the same as that associated with extending loans to customers and is subject to normal credit policies. The terms of these standby letters of credit range from less than one to eight years. These commitments are not recorded in the unaudited condensed consolidated financial statements. The total for these guarantees at March 31, 2025 and December 31, 2024 was $167.4 million and $204.7 million, respectively.

​

​

​ 26

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Note 5: Qualified Affordable Housing and Other Tax Credits

​

The Company invests in LIHTC limited liability partnerships and LLCs. The primary purpose of these investments is to earn an adequate return of capital through the receipt of low-income housing tax credits. Those investments are recorded at cost and then amortized using the proportional amortization method. The investments are included in other assets on the unaudited condensed consolidated balance sheets, with any unfunded commitments included in other liabilities. The investments are amortized as a component of income tax expense.

​

The Company also has a pool of investments that are held for sale and are accounted for at the lower of cost or market. These investments include projects that are awaiting syndication in LIHTC funds through our MCI subsidiary. The investments are included in other assets on the unaudited condensed consolidated balance sheets.

​

The Company is the primary beneficiary in one of its joint venture investments, therefore the results of this entity are consolidated and the benefits of the new market fund are recognized through tax credits as a component of income tax expense.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	March 31, 2025					​	December 31, 2024
​	​	​	(In thousands)
Investment	Accounting Method	​	Investment		​	Unfunded Commitments		​	Investment		​	Unfunded Commitments
LIHTC	Proportional amortization	​	$	133,882	​	$	83,209	​	$	123,574	​	$	93,929
LIHTC^(1)^	Lower of cost or market	​	​	44,421	​	​	—	​	​	56,533	​	​	—
LIHTC subtotal	​	​	$	178,303	​	$	83,209	​	$	180,107	​	$	93,929
Joint Venture	Consolidated	​	​	10,937	​	​	—	​	​	10,937	​	​	—
Total	​	​	$	189,240	​	$	83,209	​	$	191,044	​	$	93,929
(1)	LIHTC projects held for future syndication.
---	---

​

The following table summarizes the amortization expense and tax credits recognized for the Company’s low-income housing investments for the three months ended March 31, 2025 and 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	Three Months Ended
​	​	​	​	​	​	​	​	​	March 31,
​	​	​	​	​	​	​	​	​	2025		​	2024
​	​	​	​	​	​	​	​	​	(In thousands)
Amortization expense	​	​	​	​	​	​	​	​	$	3,775	​	$	2,840
Expected tax credits	​	​	​	​	​	​	​	​	$	4,274	​	$	3,027

​

​

There was an unfunded obligation of $83.2 million and $93.9 million reflected in the investment balances and liabilities at March 31, 2025 and December 31, 2024, respectively.

​

The Company serves as a general partner for several syndicated low-income housing tax credit funds that are owned by one investor, holding 99.99% of the funds, as a limited partner. The general partner provided services during 2024 and prior years, such as formation of the funds and identifying or acquiring tax credit investments, for which it expects to receive fees in the future, up to approximately $19.3 million. The amount of payments to be received by the general partner is contingent upon achieving certain performance obligations, including the stabilization of the properties and delivery of tax credits to the limited partner in the future, which could extend out until 2042. Due to the long-term nature of the agreement, amounts to be received, and the uncertainty of achieving the performance obligation, variable consideration and revenue recognition has been 100% constrained as of March 31, 2025. Revenue recognition will be continuously evaluated as facts and circumstances evolve. The Company has also advanced these LIHTC funds $99.3 million as of March 31, 2025 and $98.8 million as of December 31, 2024 to acquire its LIHTC investment projects, for 27

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

which it expects repayment over a similar period. These advances have been recorded in other assets on the unaudited condensed consolidated balance sheets.

​

Note 6: Leases

The Company has operating leases for various locations with terms ranging from one to six years. Some operating leases include options to extend. The extensions were included in the right-of-use asset if the likelihood of extension was reasonably certain. The Company elected not to separate non-lease components from lease components for its operating leases.

The Company has operating lease ROU assets of $7.9 million and $8.3 million as of March 31, 2025 and December 31, 2024, respectively, and operating lease ROU liabilities of $8.8 million and $9.3 million as of March 31, 2025 and December 31, 2024, respectively.

Supplemental balance sheet information related to leases is presented in the table below as of March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​
​	​	March 31, 2025	​	​	December 31, 2024
​	​	(In thousands)
Balance Sheet	​	​
Operating lease ROU asset (in other assets)	$	7,884	​	$	8,332
Operating lease liability (in other liabilities)	​	8,825	​	​	9,303
​	​	​	​	​	​
Weighted average remaining lease term (years)	​	4.3	​	​	4.6
Weighted average discount rate	​	3.44%	​	​	3.43%

​

The table below presents the components of lease expenses for the three months ended March 31, 2025 and 2024:

​

​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​	​	2025	​	​	2024
​	​	(In thousands)
Statement of Income	​	​
Components of lease expense:	​	​	​	​	​
Operating lease cost (in occupancy and equipment expense)	$	694	​	$	604

​

Supplemental cash flow information related to leases is presented in the tables below.

​

​	​	​	​	​	​
Maturities of lease liabilities:	​	​	​	March 31, 2025
​	​	​	​	​	(In thousands)
One year or less	​	​	​	$	2,364
Year two	​	​	​	​	2,263
Year three	​	​	​	​	2,123
Year four	​	​	​	​	1,446
Year five	​	​	​	​	916
Thereafter	​	​	​	​	395
Total future minimum lease payments	​	​	​	​	9,507
Less: imputed interest	​	​	​	​	682
Total	​	​	​	$	8,825

​ 28

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​	​	2025	​	​	2024
​	​	(In thousands)
Cash Flow Statement	​	​
Supplemental cash flow information:	​	​	​	​	​
Operating cash flows for operating leases	$	560	​	$	594

​

​

​

​

​

​

Note 7: Other Assets and Receivables

The following items are included in other assets and receivables on the consolidated balance sheets.

Joint Ventures

The Company has investments in various joint ventures totaling $40.4 million and $42.2 million at March 31, 2025 and December 31, 2024, respectively. These investments are primarily made up of investments in debt funds totaling $31.8 million and $33.2 million at December 31, 2024 and 2023, respectively. The Company was not a primary beneficiary in any of these joint venture investments. Results from the entities are not required to be consolidated and are accounted for under the equity method of accounting. The Company is obligated to make additional investments over the next several years. There was an obligation of $0.8 million and $3.8 million reflected in the investment balance and liabilities at March 31, 2025 and December 31, 2024, respectively. See Note 8: Variable Interest Entities (VIEs) for additional information about VIE’s.

Qualified Affordable Housing

Information regarding qualified affordable housing investments is disclosed elsewhere in Note 5: Qualified Affordable Housing and Other Tax Credits.

Freestanding Credit Enhancements

In December 2024, the Company executed a CDS on a reference pool of warehouse loans with an initial principal balance of $1.2 billion. The initial pool consists of warehouse participation certificates, classified as loans held for sale, but could include warehouse repurchase agreements, classified as loans receivable, in the future. The protected tranche will cover the first 12.5% of losses on the notional amount. Annual CDS premium payments will equal 0.8% of the portfolio notional amount and be recorded as noninterest expense. Merchants will continually replenish maturing or non-renewing loans with substantially similar loans subject to mutual agreement of buyer and seller during a replenishment period, subject to a minimum balance of $1.2 million and a maximum balance of $2.0 million. The risk transfer agreement has a replenishment period of 36 months but can be extended to a maximum of 48 months.

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The CDS will not be accounted for as a derivative. A scope exception within “ASC 815 – Derivatives and Hedging” for certain financial guarantees will be utilized, as recovery payments are contingent on the failure of the debtor to pay their past due obligations, which are preconditions to the guarantee. Accordingly, the CDS has been accounted for as a freestanding credit enhancement and does not offset the Company’s estimate of expected credit losses. Therefore, the ACL-loans will continue to be recorded without considering potential recoveries from freestanding credit enhancement contracts. Upon initial execution, there was no CDS recovery asset established because the loans in the pool were participation certificates that were classified as loans held for sale and carry no ACL-loans. In future periods, if repurchase agreements are in the pool, which are classified as loans receivable, a CDS recovery asset would be established in other assets, with an equal benefit to CDS recovery income in other noninterest income for the protected portion of the amounts included in the ACL-loans. The recovery asset and recovery income accounts will be adjusted as the ACL-loans is adjusted for changes in loss expectations.

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As of March 31, 2025 and December 31, 2024 no CDS recovery asset has been established. 29

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Note 8: Variable Interest Entities

A VIE is a corporation, partnership, limited liability company, or any other legal structure used to conduct activities or hold assets generally that either:

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•	Does not have equity investors with voting rights that can directly or indirectly make decisions about the entity’s activities through those voting rights or similar rights; or

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•	Has equity investors that do not provide sufficient equity for the entity to finance its activities without additional subordinated financial support.

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The Company has invested in single-family, multi-family, and healthcare debt financing entities, as well as low-income housing syndicated funds that are deemed to be VIEs. The Company also has deemed REMIC trusts as VIEs that were established in conjunction with multi-family and healthcare loan sales and securitization transactions. Accordingly, the entities were assessed for potential consolidation under the VIE model that requires primary beneficiaries to consolidate the entity’s results. A primary beneficiary is defined as the party that has both the power to direct the activities that most significantly impact the entity, and an interest that could be significant to the entity. To determine if an interest could be significant to the entity, both qualitative and quantitative factors regarding the nature, size and form of involvement with the entity are evaluated.

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At March 31, 2025 the Company determined it was not the primary beneficiary for most of its VIEs, primarily because the Company did not have control or the obligation to absorb losses or the rights to receive benefits from the VIE that could potentially be significant to the VIE. Evaluation and reassessment of VIEs for consolidation is performed on an ongoing basis by management. Any changes in facts and circumstances occurring since the previous primary beneficiary determination will be considered as part of this ongoing reassessment.

​

The table below reflects the assets of the VIEs, as well as the maximum exposure to loss in connection with unconsolidated VIEs and liabilities for binding, unfunded commitments at March 31, 2025 and December 31, 2024. The Company’s maximum exposure to loss associated with its unconsolidated VIEs consists of the capital invested plus any unfunded equity commitments. These investments are recorded in other assets and other liabilities on the unaudited condensed consolidated balance sheets. Also included in the maximum loss exposure are loans to VIEs that are included in loans receivable. Although the REMIC trusts are not recognized on the balance sheet, the maximum exposure to loss is the carrying value of the securities acquired as part of the securitization transactions.

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Investments		​	Loans		​	Securities		​	Maximum		​	Liabilities
Assets		in VIEs			to VIEs		​	for VIEs		​	Exposure to Loss		​	for VIEs
​	​	(In thousands)
March 31, 2025	​			​		​	​	​	​	​	​	​	​
Low-income housing tax credit investments	​	$	225,449	​	$	288,843	​	$	—	​	$	514,292	​	$	69,878
Debt funds	​	​	29,973	​	​	135,557	​	​	—	​	​	165,530	​	​	—
Off-balance-sheet REMIC trusts	​	​	—	​	​	22,874	​	​	1,594,474	​	​	1,617,348	​	​	—
Total Unconsolidated VIEs	​	$	255,422	​	$	447,274	​	$	1,594,474	​	$	2,297,170	​	$	69,878
December 31, 2024	​			​		​	​		​	​			​
Low-income housing tax credit investments	​	$	225,727	​	$	282,584	​	$	—	​	$	508,311	​	$	89,956
Debt funds	​	​	31,772	​	​	109,480	​	​	—	​	​	141,252	​	​	2,752
Off-balance-sheet REMIC trusts	​	​	—	​	​	23,564	​	​	1,652,833	​	​	1,676,397	​	​	—
Total Unconsolidated VIEs	​	$	257,499	​	$	415,628	​	$	1,652,833	​	$	2,325,960	​	$	92,708

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Note 9: Deposits

Deposits were comprised of the following at March 31, 2025 and December 31, 2024:

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​	​	​	​	​	​	​
​	​	​		​	​
​		March 31, 2025			December 31, 2024
​	​	(In thousands)
Noninterest-bearing deposits	​	​	​	​	​	​
Core demand deposits	​	$	313,296	​	$	239,005
​	​	​	​	​	​	​
Interest-bearing deposits	​	​	​	​	​	​
Demand deposits:	​	​	​	​	​	​
Core demand deposits	​	$	5,432,133	​	$	4,319,512
Savings deposits:	​		​	​		​
Core savings deposits	​	​	3,618,210	​	​	3,442,111
Brokered savings deposits	​	​	353	​	​	859
Total savings deposits	​	​	3,618,563	​	​	3,442,970
Certificates of deposit:	​		​	​		​
Core certificates of deposits	​	​	1,324,126	​	​	1,385,270
Brokered certificates of deposits	​	​	1,718,047	​	​	2,533,219
Total certificates of deposits	​	​	3,042,173	​	​	3,918,489
Total interest-bearing deposits	​	​	12,092,869	​	​	11,680,971
Total deposits	​	$	12,406,165	​	$	11,919,976
​	​	​	​	​	​	​
Total core deposits	​	$	10,687,765	​	$	9,385,898
Total brokered deposits	​	$	1,718,400	​	$	2,534,078
Total deposits	​	$	12,406,165	​	$	11,919,976

​

​

Maturities for certificates of deposit are as follows:

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​	​	​	​
​	****	March 31, 2025
​	​	(In thousands)
Due within one year	​	$	2,971,175
Due in one year to two years	​		59,941
Due in two years to three years	​		11,047
Due in three years to four years	​		—
Due in four years to five years	​	​	10
Due in five years to six years	​		—
​	​	$	3,042,173

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Certificates of deposit of $250,000 or more totaled $641.8 million and $694.8 million at March 31, 2025 and December 31, 2024, respectively.

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Note 10: Borrowings

Borrowings were comprised of the following at March 31, 2025 and December 31, 2024:

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​	​	​	​	​	​	​
​		March 31, 2025			December 31, 2024
​	​	(In thousands)
Federal Reserve discount window borrowings	​	$	—	​	$	50,000
Subordinated debt	​		71,800	​		71,800
FHLB advances	​	​	3,848,057	​	​	4,172,030
Credit linked notes, net of debt discount	​	​	73,953	​	​	84,358
Other borrowings	​		7,934	​		7,934
Total borrowings	​	$	4,001,744	​	$	4,386,122

​

On February 21, 2025, the Company entered into a new variable-rate debt agreement with the FHLB for an advance that has put and call options attached to it. The balance of the advance was $2.0 billion as of March 31, 2025, and matures on May 27, 2025. The variable interest rate is based on the Federal Funds effective rate, plus 15 basis points, which was 4.48% on March 31, 2025. The FHLB has a put option to cancel the agreement 60 days after the initial execution date and the Company has a call option to cancel the agreement at any time, with one day’s notice.

On March 31, 2025, the Company entered into a new variable-rate debt agreement with the FHLB for an advance that has put and call options attached to it. The balance of the advance was $1.8 billion as of March 31, 2025, and matures on June 30, 2025. The variable interest rate is based on the Federal Funds effective rate, plus 15 basis points, which was 4.48% on March 31, 2025. The FHLB has a put option to cancel the agreement 60 days after the initial execution date and the Company has a call option to cancel the agreement at any time, with one day’s notice.

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​

Note 11:    Derivative Financial Instruments

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The Company uses non-hedging designated, derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities.

Internal Interest Rate Risk Management

The Company enters into forward contracts for the future delivery of mortgage loans to third party investors and enters into interest rate lock commitments with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. The forward contracts are entered into in order to economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans. Forward contracts and interest rate lock agreements are accounted for as derivatives at fair value with changes in fair value reflected in other income on the unaudited condensed consolidated statements of income.

Interest rate swaps are also used by the Company to reduce the risk that significant increases in interest rates may have on the value of certain fixed rate loans held for sale and the respective loan payments received from borrowers. All changes in the fair market value of these interest rate swaps and associated loans held for sale have been included in gain on sale of loans. Any difference between the fixed and floating interest rate components of these transactions have also been included in gain on sale.

​

The Company entered into a contract containing put options and interest rate floors on securities it acquired from a warehouse customer. These provide protection and offset losses in value of certain securities available for sale. The gain (loss) on the put options is substantially equal and offsetting to the fair market value adjustment of securities available for sale, resulting in an inconsequential net gain or loss in other noninterest income. This helps mitigate interest 32

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rate risk and minimizes impacts of market fluctuations on the securities available for sale that the Company elected to account for under the fair value option with changes in fair value reflected in earnings. The Company also entered into interest rate floor contracts with two warehouse loan customers to minimize interest rate risk. All changes in the fair market value of these options and floors have been included in other noninterest income.

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Credit Risk Management

In March 2024, the Company entered into a contract as the buyer of credit protection through the credit derivative market. A CDS was purchased to manage credit risk associated with specific multi-family mortgage loans. Under the terms of the contract, the Company will be compensated for certain credit-related losses on a pool of multi-family mortgage loans. The protection seller has posted aggregate collateral of $55.0 million related to their obligations under the contract. The collateral is not included on the Company’s unaudited condensed consolidated balance sheets. There was no gain or loss associated with the credit default swap valuation as of March 31, 2025. Any future changes in the fair market value of this instrument will be included in other noninterest expense.

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The CDS is considered a derivative, but is not designated as an accounting hedge, and is recorded at fair value, with changes in fair value reflected in noninterest expense on the unaudited condensed consolidated statements of income. The fair value of derivative instruments with a positive fair value are reported in other assets on the unaudited condensed consolidated balance sheets while derivative instruments with a negative fair value are reported in other liabilities on the unaudited condensed consolidated balance sheets.

The following table presents the notional amount and fair value of interest rate locks, forward contracts, interest rate swaps, put options, interest rate floors, and credit derivatives utilized by the Company at March 31, 2025 and December 31, 2024. These tables exclude the fair market value adjustment on loans commonly hedged with these derivatives.

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	Notional	​	​	​	​	​	Fair Value
​	​	Amount	****	​	Balance Sheet Location	****	​	Asset	****	​	Liability
​	​	(In thousands)
March 31, 2025	​	​
Interest rate lock commitments	$	37,965	​	​	Other assets/liabilities	​	$	126	​	$	88
Forward contracts	​	40,878	​	​	Other assets/liabilities	​	​	6	​	​	146
Interest rate swaps	​	49,815	​	​	Other assets/liabilities	​	​	3,135	​	​	—
Put options	​	663,804	​	​	Other assets	​	​	37,532	​	​	—
Interest rate floors	​	1,201,341	​	​	Other assets	​		1,785	​	​	—
Credit derivatives	​	54,995	​	​	Other liabilities	​	​	—	​	​	—
​	​	​	​	​	​	​	$	42,584	​	$	234

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	Notional	​	​	​	​	​	Fair Value
​	​	Amount	****	​	Balance Sheet Location	****	​	Asset	****	​	Liability
​	​	(In thousands)
December 31, 2024	​	​
Interest rate lock commitments	$	24,609	​	​	Other assets/liabilities	​	$	30	​	$	176
Forward contracts	​	33,000	​	​	Other assets/liabilities	​	​	229	​	​	1
Interest rate swaps	​	49,891	​	​	Other assets/liabilities	​	​	4,199	​	​	—
Put options	​	680,354	​	​	Other assets	​	​	43,777	​	​	—
Interest rate floors	​	1,228,274	​	​	Other assets	​	​	4,043	​	​	—
Credit derivatives	​	58,526	​	​	Other liabilities	​	​	—	​	​	—
​	​	​	​	​	​	​	$	52,278	​	$	177

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The following table summarizes the periodic changes in the fair value of the above derivative financial instruments on the unaudited condensed consolidated statements of income for the three months ended March 31, 2025 and 2024.

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​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
​	​	(In thousands)
Derivative (loss) gain included in gain on sale of loans:	​	​	​	​	​	​
Interest rate lock commitments	​	$	184	​	$	16
Forward contracts (includes pair-off settlements)	​	​	(350)	​	​	94
Interest rate swaps	​	​	(842)	​	​	1,375
Net (loss) gain	​	$	(1,008)	​	$	1,485
​	​	​	​	​	​	​
Derivative (loss) gain included in other income:	​	​	​	​	​	​
Put options ^(1)^	​	​	(6,245)	​	​	7,613
Interest rate floors	​	​	(2,258)	​	​	2,334
Net (loss) gain	​	$	(8,503)	​	$	9,947
(1)	The put option gain (loss) reflects an adjustment to the fair value of the derivative that is substantially equal and offset by an adjustment to the fair value of its related securities available for sale for which the Company elected to account for under the fair value option with changes in fair value reflected in earnings. The combination of these adjustments is designed to result in an inconsequential net gain or loss in other noninterest income.
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Derivatives on Behalf of Customers

The Company offers derivative contracts to some customers in connection with their risk management needs. These derivatives include back-to-back interest rate swap, cap, and floor arrangements. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer. These derivatives generally work together as an offsetting, economic interest rate hedge, but the Company does not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred, typically resulting in no net earnings impact.

The fair values of derivative assets and liabilities related to back-to-back derivatives on behalf of customers with back-to-back interest rate swap, cap or floor arrangements were recorded on the unaudited condensed consolidated balance sheets as follows:

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	Notional	​	​	​	​	​	Fair Value
​	​	Amount	****	​	Balance Sheet Location	****	​	Asset	****	​	Liability
​	​	(In thousands)
March 31, 2025	$	888,377	​	​	Other assets/liabilities	​	$	4,853	​	$	4,853
December 31, 2024	$	724,224	​	​	Other assets/liabilities	​	$	309	​	$	309

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

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The gross gains and losses on these derivative assets and liabilities were recorded in other noninterest income and other noninterest expense in the unaudited condensed consolidated statements of income as follows:

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​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
​	​	(In thousands)
Gross swap gains	​	$	4,544	​	$	2,833
Gross swap losses	​	​	4,544	​	​	2,833
Net swap gains (losses)	​	$	—	​	$	—
​	​	​	​	​	​	​

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The Company pledged $2.1 million and $263,000 in collateral to secure its obligations under swap contracts at both March 31, 2025 and December 31, 2024, respectively.

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Note 12:    Disclosures about Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1    Quoted prices in active markets for identical assets or liabilities

Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3    Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

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Recurring Measurements

The following tables present the fair value measurements of assets and liabilities recognized on the accompanying unaudited condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2025 and December 31, 2024:

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​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fair Value Measurements Using
​	​	​	​	​	Quoted Prices in		​	Significant		​		​
​	​	​	​	​	Active Markets		​	Other		​	Significant
​	​	​	​	​	for Identical		​	Observable		​	Unobservable
​	​	Fair		​	Assets		​	Inputs		​	Inputs
Assets		Value			(Level 1)			(Level 2)			(Level 3)
​	​	(In thousands)
March 31, 2025	​	​	​	​	​	​	​	​	​	​	​	​
Mortgage loans in process of securitization	​	$	389,797	​	$	—	​	$	389,797	​	$	—
Securities available for sale:	​			​			​			​
Treasury notes	​		80,039	​		80,039	​		—	​		—
Federal agencies	​		254,873	​		—	​		254,873	​		—
Mortgage-backed - Non-Agency residential - fair value option	​	​	423,717	​	​	—	​		423,717	​		—
Mortgage-backed - Agency - fair value option	​		202,554	​		—	​		202,554	​		—
Loans held for sale	​		75,920	​		—	​		75,920	​		—
Servicing rights	​		189,711	​		—	​		—	​		189,711
Derivative assets:	​		​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​		126	​		—	​		—	​		126
Forward contracts	​	​	6	​		—	​		6	​		—
Interest rate swaps	​	​	3,135	​	​	—	​	​	3,135	​	​	—
Interest rate swaps, caps and floors (back-to-back)	​	​	4,853	​	​	—	​	​	4,853	​	​	—
Put options	​	​	37,532	​	​	—	​	​	9,237	​	​	28,295
Interest rate floors	​	​	1,785	​	​	—	​	​	—	​	​	1,785
Derivative liabilities:	​		​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​		88	​	​	—	​	​	—	​	​	88
Forward contracts	​		146	​	​	—	​	​	146	​	​	—
Interest rate swaps, caps and floors (back-to-back)	​		4,853	​	​	—	​	​	4,853	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024	​			​	​	​	​	​	​	​	​	​
Mortgage loans in process of securitization	​	$	428,206	​	$	—	​	$	428,206	​	$	—
Securities available for sale:	​			​			​			​
Treasury notes	​		90,006	​		90,006	​		—	​		—
Federal agencies	​		252,936	​		—	​		252,936	​		—
Mortgage-backed - Agency	​	​	1,162	​	​	—	​		1,162	​		—
Mortgage-backed - Non-Agency residential - fair value option	​	​	430,779	​	​	—	​		430,779	​		—
Mortgage-backed - Agency - fair value option	​		205,167	​		—	​		205,167	​		—
Loans held for sale	​		78,170	​		—	​		78,170	​		—
Servicing rights	​		189,935	​		—	​		—	​		189,935
Derivative assets:	​		​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​		30	​		—	​		—	​		30
Forward contracts	​	​	229	​		—	​		229	​		—
Interest rate swaps	​	​	4,199	​	​	—	​	​	4,199	​	​	—
Interest rate swaps, caps and floors (back-to-back)	​	​	309	​	​	—	​	​	309	​	​	—
Put options	​	​	43,777	​	​	—	​	​	12,481	​	​	31,296
Interest rate floors	​	​	4,043	​	​	—	​	​	—	​	​	4,043
Derivative liabilities:	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​	​	176	​	​	—	​	​	—	​	​	176
Forward contracts	​	​	1	​	​	—	​	​	1	​	​	—
Interest rate swaps, caps and floors (back-to-back)	​	​	309	​	​	—	​	​	309	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

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Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized on the accompanying unaudited condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the three months ended March 31, 2025 and the year ended December 31, 2024. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

The Company values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity. In the absence of an active market, the value is based on the most advantageous market for the asset or liability.

Mortgage Loans in Process of Securitization, Securities Available for Sale, and Securities with a Fair Value Option Election

Where quoted market prices are available in an active market, securities such as U.S. Treasuries are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy including federal agencies, mortgage-backed securities, municipal securities and Federal Housing Administration participation certificates. In certain cases, if Level 1 or Level 2 inputs are not available, securities would be classified within Level 3 of the hierarchy.

Loans Held for Sale

Certain loans held for sale at fair value are saleable into the secondary mortgage markets and their fair values are estimated using observable quoted market or contracted prices, or market price equivalents, which would be used by other market participants. These saleable loans are considered Level 2.

Servicing Rights

Servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed, cost of servicing, interest rates, and default rate. Due to the nature of the valuation inputs, servicing rights are classified within Level 3 of the hierarchy.

The Chief Financial Officer’s (CFO) office contracts with an independent pricing specialist to generate fair value estimates on a quarterly basis. The CFO’s office challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with GAAP.

Derivative Financial Instruments

Interest rate lock commitments - The Company estimates the fair value of interest rate lock commitments based on the value of the underlying mortgage loan, quoted mortgage-backed security prices, estimates of the fair value of the servicing rights, and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of expenses. With respect to its interest rate lock commitments, management determined that a Level 3 classification was most appropriate based on the various significant unobservable inputs utilized in estimating the fair value of its interest rate lock commitments.

Forward sales commitments - The Company estimates the fair value of forward sales commitments based on market quotes of mortgage-backed security prices for securities similar to the ones used, which are considered Level 2. 37

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Interest rate swaps, caps, and floors (back-to-back) – The Company estimates the fair value of these derivatives made in relation to specific contracts with customers based on prices that are obtained from a third party that uses observable market inputs, thereby supporting a Level 2 classification.

Interest rate swaps – The Company estimates the fair value of interest rate swaps based on prices that are obtained from a third party that uses observable market inputs, thereby supporting a Level 2 classification.

Put options - The fair value of put options is linked to securities available for sale that are accounted for using the fair value option and are classified as either Level 2 or Level 3 on the hierarchy. The put options are classified as Level 2 or Level 3 in the hierarchy, depending upon the magnitude of observable inputs in the valuation of the securities. These valuations are estimated by a third party.

Interest rate floors - The fair value of certain interest rate floors is linked to securities available for sale that are accounted for using the fair value option. Other interest rate floors are linked to loans with warehouse customers. The value of the interest rate floors is based on estimated discounted cash flows that are based on inputs that are not readily observable and, thus, are classified as Level 3 on the hierarchy. These valuations are estimated by a third party.

Credit Default Swap – The fair value of the credit default swap is linked to the value of its underlying mortgage loans. The Company estimates the fair value based on estimated discounted cash flows that are derived from inputs, including credit spreads that are not readily observable and, thus, are classified as Level 3 on the hierarchy. These valuations are estimated by a third party.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized on the accompanying unaudited condensed consolidated balance sheets using significant unobservable (Level 3) inputs:

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​
​	****	2025		****	2024		****
​	​	(In thousands)					​
Servicing rights	​	​	​	​	​	​	​
Balance, beginning of period	​	$	189,935	​	$	158,457	​
Originated servicing	​		3,338	​		2,166	​
Paydowns	​		(2,808)	​		(2,387)	​
Changes in fair value	​		(754)	​		13,964	​
Balance, end of period	​	$	189,711	​	$	172,200	​
​	​	​	​	​	​	​	​
Securities available for sale - Mortgage-backed - Non-Agency residential - fair value option	​	​	​	​	​	​	​
Balance, beginning of period	​	$	—	​	$	485,500	​
Paydowns	​	​	—	​	​	(8,986)	​
Changes in fair value	​		—	​		(4,322)	​
Balance, end of period	​	$	—	​	$	472,192	​
​	​	​	​	​	​	​	​
Derivative assets - put options	​	​	​	​	​	​	​
Balance, beginning of period	​	$	31,296	​	$	18,654	​
Changes in fair value	​		(3,001)	​		4,322	​
Balance, end of period	​	$	28,295	​	$	22,976	​
​	​	​	​	​	​	​	​
Derivative assets - interest rate floors	​	​	​	​	​	​	​
Balance, beginning of period	​	$	4,043	​	$	6,576	​
Changes in fair value	​		(2,258)	​		2,334	​
Balance, end of period	​	$	1,785	​	$	8,910	​
​	​	​	​	​	​	​	​
Derivative assets - interest rate lock commitments	​	​	​	​	​	​	​
Balance, beginning of period	​	$	30	​	$	140	​
Gain recognized	​		96	​		34	​
Balance, end of period	​	$	126	​	$	174	​
​	​	​	​	​	​	​	​
Derivative liabilities - interest rate lock commitments	​	​	​	​	​	​	​
Balance, beginning of period	​	$	176	​	$	4	​
Gain (loss) recognized	​		(88)	​		18	​
Balance, end of period	​	$	88	​	$	22	​

​

​ 39

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Nonrecurring Measurements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fair Value Measurements Using
​	​	​	​	​	Quoted Prices in		​	Significant		​	Significant
​	​	​	​	​	Active Markets for		​	Other Observable		​	Unobservable
​	​	Fair		​	Identical Assets		​	Inputs		​	Inputs
Assets	​	Value		​	(Level 1)		​	(Level 2)		​	(Level 3)
​	​	(In thousands)
March 31, 2025	​			​			​			​
Collateral dependent loans	​	$	21,406	​	$	—	​	$	—	​	$	21,406
December 31, 2024	​			​			​			​
Collateral dependent loans	​	$	59,915	​	$	—	​	$	—	​	$	59,915
Other real estate owned	​	$	7,313	​	$	—	​	$	—	​	$	7,313

​

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized on the accompanying unaudited condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Collateral Dependent Loans, Net of ACL-Loans

The estimated fair value of collateral dependent loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral dependent loans are classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be classified as substandard, collateral-dependent and subsequently as deemed necessary by the CCO’s office. Appraisals and evaluations are reviewed for accuracy and consistency by the CCO’s office. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the CCO’s office by comparison to historical results.

Other Real Estate Owned

The estimated fair value of other real estate owned is usually based on the appraised fair value of the collateral or in certain circumstances on sales agreements, and in all cases net of estimated cost to sell. Other real estate owned is classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying other real estate owned are obtained when the loan is in the process of foreclosure and subsequently as deemed necessary by the CCO’s office. Appraisals and evaluations are reviewed for accuracy and consistency by the CCO’s office. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated costs to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the CCO’s office by comparison to historical results. 40

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Unobservable (Level 3) Inputs:

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements other than goodwill.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Valuation	​	​	​	​	​	Weighted
​		Fair Value			Technique		Unobservable Inputs	​	Range		Average
​	​	(In thousands)
At March 31, 2025:		​				​	​	​	​		​
Collateral dependent loans	​	$	21,406		Market comparable properties		Marketability discount and costs to sell	​	6% - 100%		20%
Servicing rights - Multi-family	​	$	148,074		Discounted cash flow		Discount rate	​	8% - 15%		9%
​	​	​	​	​	​	​	Constant prepayment rate	​	0% - 100%		8%
​	​	​	​	​	​	​	Earnings rate on escrows	​	3%	​	3%
Servicing rights - Single-family	​	$	33,954		Discounted cash flow		Discount rate	​	10% - 11%	​	10%
​	​	​	​	​	​	​	Constant prepayment rate	​	6% - 15%	​	7%
Servicing rights - Healthcare	​	$	3,590		Discounted cash flow		Discount rate	​	13%		13%
​	​	​	​	​	​	​	Constant prepayment rate	​	1% - 3%		2%
​	​	​	​	​	​	​	Earnings rate on escrows	​	3%	​	3%
Servicing rights - SBA	​	$	4,093		Discounted cash flow		Discount rate	​	16%		16%
​	​	​	​	​	​	​	Constant prepayment rate	​	4% - 21%	​	14%
Derivative assets:	​	​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​	$	126		Discounted cash flow		Loan closing rates	​	53% - 99%		83%
Put options	​	$	28,295	​	Intrinsic value	​	Market credit spread	​	5%	​	5%
Interest rate floors	​	$	1,785	​	Discounted cash flow	​	Discount rate	​	5%-9%	​	7%
Derivative liabilities - interest rate lock commitments	​	$	88		Discounted cash flow		Loan closing rates	​	53% - 99%		83%
​	​	​	​	​	​	​	​	​	​	​	​
At December 31, 2024:	​					​	​	​	​		​
Collateral dependent loans	​	$	59,915		Market comparable properties		Marketability discount and costs to sell	​	0% - 90%		24%
Other real estate owned	​	$	7,313	​	Market comparable properties	​	Marketability discount and costs to sell	​	0%	​	0%
Servicing rights - Multi-family	​	$	146,483		Discounted cash flow		Discount rate	​	8% - 15%		9%
​	​	​	​	​	​	​	Constant prepayment rate	​	0% - 100%		7%
​	​	​	​	​	​	​	Earnings rate on escrows	​	3%	​	3%
Servicing rights - Single-family	​	$	34,986		Discounted cash flow		Discount rate	​	10% - 11%	​	10%
​	​	​	​	​	​	​	Constant prepayment rate	​	6% - 14%	​	7%
Servicing rights - Healthcare	​	$	4,207		Discounted cash flow		Discount rate	​	13%		13%
​	​	​	​	​	​	​	Constant prepayment rate	​	1% - 2%		1%
​	​	​	​	​	​	​	Earnings rate on escrows	​	3%	​	3%
Servicing rights - SBA	​	$	4,259		Discounted cash flow		Discount rate	​	16%	​	16%
​	​	​	​	​	​	​	Constant prepayment rate	​	4% - 24%	​	14%
Derivative assets:	​	​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​	$	30		Discounted cash flow		Loan closing rates	​	71% - 99%		87%
Put options	​	$	31,296	​	Intrinsic value	​	Market credit spread	​	4%	​	4%
Interest rate floors	​	$	4,043	​	Discounted cash flow	​	Discount rate	​	6%-8%	​	7%
Derivative liabilities - interest rate lock commitments	​	$	176		Discounted cash flow		Loan closing rates	​	71% - 99%		87%

​

Sensitivity of Significant Unobservable Inputs

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement, and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

​

​

​ 41

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Collateral Dependent Loans and Other Real Estate Owned

The significant unobservable inputs used in the fair value measurement of the Company’s collateral dependent loans and other real estate owned is based on liquidation amounts of the underlying collateral using the most recently available appraisals with adjustments made for a marketability discount and costs to sell.

Servicing Rights

The significant unobservable inputs used in the fair value measurement of the Company’s servicing rights are discount rates and constant prepayment rates. These two inputs can drive a significant amount of a market participant’s valuation of servicing rights. Significant increases (decreases) in the discount rate or assumed constant prepayment rates used to value servicing rights would decrease (increase) the value derived.

Derivative Financial Instruments

The significant unobservable input used in the fair value measurement of certain put options include market credit spreads that can be impacted by market conditions and drive a significant amount of a market participant’s valuation of the put option and its related security. The impact of changes to the unobservable inputs for the put option is mitigated by changes to the observable inputs for the related security, which are valued in opposite directions, so as to minimize the financial impact to the Company.

The significant unobservable input used in the fair value measurement of interest rate floor derivatives associated with certain securities available for sale and loans include the discount rate that can have a significant impact on the value of the derivative. Another variable that affects the floor value is the forward interest curve, which is observable, but changes with market conditions as interest rates and future interest rate expectations change.

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Merchants Bancorp

Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Fair Value of Financial Instruments

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Fair Value Measurements Using
​	​	​	​	​	​	​	​	Quoted Prices in		​	Significant		​		​
​	​	​	​	​	​	​	​	Active Markets		​	Other		​	Significant
​	​	​	​	​	​	​	​	for Identical		​	Observable		​	Unobservable
​	​	Carrying		​	Fair		​	Assets		​	Inputs		​	Inputs
​		Value			Value			(Level 1)			(Level 2)			(Level 3)
​	​	(In thousands)
March 31, 2025	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial assets:		​			​			​			​			​
Cash and cash equivalents	​	$	521,296	​	$	521,296	​	$	521,296	​	$	—	​	$	—
Securities purchased under agreements to resell	​		1,550	​		1,550	​		—	​		1,550	​		—
Securities held to maturity	​		1,606,286	​		1,605,151	​		—	​		520,367	​		1,084,784
FHLB stock and other equity securities	​		217,850	​		217,850	​		—	​		187,850	​		30,000
Loans held for sale	​		3,907,532	​		3,907,532	​		—	​		3,907,532	​		—
Loans receivable, net	​		10,343,724	​		10,279,825	​		—	​		—	​		10,279,825
Interest receivable	​		82,811	​		82,811	​		—	​		82,811	​		—
Financial liabilities:	​			​		​	​			​			​
Deposits	​		12,406,165	​		12,409,710	​		9,363,992	​		3,045,718	​		—
Subordinated debt	​		71,800	​		71,800	​		—	​		71,800	​		—
FHLB advances	​		3,848,057	​		3,847,925	​		—	​		3,847,925	​		—
Other borrowing	​	​	7,934	​	​	7,934	​	​	—	​	​	7,934	​	​	—
Credit linked notes	​	​	73,953	​	​	73,952	​	​	—	​	​	73,952	​	​	—
Interest payable	​		29,920	​		29,920	​		—	​		29,920	​		—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024	​			​			​			​			​
Financial assets:		​			​			​			​			​
Cash and cash equivalents	​	$	476,610	​	$	476,610	​	$	476,610	​	$	—	​	$	—
Securities purchased under agreements to resell	​		1,559	​		1,559	​		—	​		1,559	​		—
Securities held to maturity	​	​	1,664,686	​	​	1,664,674	​		—	​		538,871	​		1,125,803
FHLB stock and other equity securities	​		217,804	​		217,804	​		—	​		187,804	​		30,000
Loans held for sale	​		3,693,340	​		3,693,340	​		—	​		3,693,340	​		—
Loans receivable, net	​		10,354,002	​		10,297,439	​		—	​		—	​		10,297,439
Interest receivable	​		83,409	​		83,409	​		—	​		83,409	​		—
Financial liabilities:	​			​		​	​			​			​
Deposits	​		11,919,976	​		11,923,961	​		8,001,487	​		3,922,474	​		—
Subordinated debt	​		71,800	​		71,800	​		—	​		71,800	​		—
FHLB advances	​		4,172,030	​		4,171,843	​		—	​		4,171,843	​		—
Other borrowing	​	​	57,934	​	​	57,934	​	​	—	​	​	57,934	​	​	—
Credit linked notes	​	​	84,358	​	​	84,357	​	​	—	​	​	84,357	​	​	—
Interest payable	​		34,475	​		34,475	​		—	​		34,475	​		—

​

​

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Note 13:   Common Stock

Public Offerings of Common Stock:

On May 13, 2024, the Company issued 2,400,000 shares of the Company’s common stock, without par value, at a public offering price of $43.00 per share in an underwritten public offering. The aggregate gross offering proceeds for the shares issued by the Company was $103.2 million, and after deducting underwriting discounts, commissions, and offering expenses of $5.5 million paid to third parties, the Company received total net proceeds of $97.7 million.

​

​

​

​

Note 14:   Preferred Stock

Public Offerings of Preferred Stock:

Series A Preferred Stock – On March 28, 2019, the Company issued 2,000,000 shares of 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $25 per share. The aggregate gross offering proceeds for the shares issued by the Company was $50.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $1.7 million paid to third parties, the Company received total net proceeds of $48.3 million. On April 12, 2019, the Company issued an additional 81,800 shares of Series A Preferred Stock to the underwriters related to their exercise of an option to purchase additional shares under the associated underwriting agreement, resulting in an additional $2.0 million in net proceeds, after deducting $41,000 in underwriting discounts.

The Company redeemed all outstanding shares of the Series A Preferred Stock on April 1, 2024 at a price equal to the liquidation preference of $25 per share, or $52.0 million, using cash on hand.

Series B Preferred Stock – On August 19, 2019, the Company issued 5,000,000 depositary shares, each representing a

1/40

th interest in a share of its 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $125.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $4.2 million paid to third parties, the Company received total net proceeds of $120.8 million. The Series B Preferred Stock had no voting rights with respect to matters that generally require the approval of common shareholders. Dividends on the Series B Preferred Stock, to the extent declared by the Company’s board, were payable quarterly. The Company was able to redeem the Series B Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after October 1, 2024, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

The Company redeemed all outstanding shares of the Series B Preferred Stock on January 2, 2025, at a price equal to the liquidation preference of $1,000 per share (equivalent to $25 per depositary share), or $125.0 million. The cash to redeem the shares was delivered to the Company’s transfer agent on December 31, 2024, resulting in a prepaid asset reported in other assets that was reversed upon redemption. As of the redemption date, the Series B Preferred Stock did not have any accrued, but unpaid dividends.

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. 44

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

​

Series C Preferred Stock – On March 23, 2021, the Company issued 6,000,000 depositary shares, each representing a

1/40

th interest in a share of its 6.00% Fixed-to-Floating Rate Series C Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $150.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $5.1 million paid to third parties, the Company received total net proceeds of $144.9 million. On May 6, 2021 the Company completed a private offering of 46,181 shares (1,847,233 depositary shares), which were also issued at a price of $25 per depositary share. The total capital raised from the private offering was $46.2 million, net of $23,000 in expenses

The Series C Preferred Stock have no voting rights with respect to matters that generally require the approval of common shareholders. Dividends on the Series C Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series C Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after April 1, 2026, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

Series D Preferred Stock – On September 27, 2022, the Company issued 5,200,000 depositary shares, each representing a

1/40

th interest in a share of its 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $130.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $4.6 million paid to third parties, the Company received total net proceeds of $125.4 million. On September 30, 2022, the Company issued an additional 500,000 depositary shares of Series D Preferred Stock to the underwriters related to their exercise of an option to purchase additional shares under the associated underwriting agreement, resulting in an additional $12.1 million in net proceeds, after deducting $0.4 million in underwriting discounts. The Series D Preferred Stock have no voting rights with respect to matters that generally require the approval of common shareholders. Dividends on the Series D Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series D Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after October 1, 2027, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

Series E Preferred Stock – On November 25, 2024, the Company issued 9,200,000 depositary shares, each representing a

1/40

th interest in a share of its 7.625% Fixed Rate Reset Series E Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $230.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $7.3 million paid to third parties, the Company received total net proceeds of $222.7 million. The Series E Preferred Stock have no voting rights with respect to matters that generally require the approval of common shareholders. Dividends on the Series E Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series E Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after January 1, 2030, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption. 45

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Note 15:   Share-Based Payment Plans

Equity-based incentive awards for Company officers are currently issued pursuant to the 2017 Equity Incentive Plan. The Company issued 80,875 and 85,212 shares during the three months ended March 31, 2025 and 2024, respectively.

The Compensation Committee of the Board of Directors also approved a plan for non-executive directors to receive a portion of their annual retainer fees in the form of shares of common stock. As of January 1, 2024, they are to receive a portion of their annual fees, issued quarterly, in the form of restricted common stock equal to $70,000 per member, rounded up to the nearest whole share. Accordingly, there were 2,863 and 3,164 shares, issued to non-executive directors during the three months ended March 31, 2025 and 2024, respectively.

The Company also established an ESOP to provide shares of stock for all employees who meet certain requirements. Expense recognized for the contribution to the ESOP totaled $337,000 and $287,000 for the three months ended March 31, 2025 and 2024, respectively. The Company contributed 30,802 shares and 23,414 shares to the ESOP for the three months ended March 31, 2025 and 2024, respectively.

Note 16:   Earnings Per Share

Earnings per share were computed as follows for the three months ended March 31, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
​	​	2025							​	2024
​	​	​	​	​	Weighted-	​	Per		​	​	​	​	Weighted-	​	Per
​	​	Net		​	Average	​	Share		​	Net		​	Average	​	Share
​		Income			Shares	****	Amount		****	Income			Shares	****	Amount
​	​	(In thousands, except share data)
Net income	​	$	58,239				​		​	$	87,054				​
Dividends on preferred stock	​	​	(10,265)	​	​	​	​	​	​	​	(8,667)	​	​	​	​	​
Preferred stock redemption	​		(5,371)				​		​		—				​
Net income allocated to common shareholders	​	$	42,603				​		​	$	78,387				​
Basic earnings per share	​				45,824,022	​	$	0.93	​				43,305,985	​	$	1.81
Effect of dilutive securities-restricted stock awards	​				90,061	​			​				160,662	​
Diluted earnings per share	​				45,914,083	​	$	0.93	​				43,466,647	​	$	1.80

​

​

Note 17:   Segment Information

For the year ended December 31, 2024, the Company adopted ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures that require disclosures to include additional details on reportable segments so financial statement users may better understand an entity’s overall performance and assist in assessing potential future cash flows. The new guidance required public entities to present information regarding significant segment expenses that are regularly provided to the CODM as well as details regarding segment’s profit and loss. The update did not have any impact on the Company’s financial position or results of operations but did require the expansion of the segment disclosures below.

The Company’s three reportable business segments are defined as Multi-family Mortgage Banking, Mortgage Warehousing, and Banking. The reportable business segments are consistent with the internal reporting and evaluation of the principal lines of business of the Company. The Multi-family Mortgage Banking segment originates and services government sponsored mortgages for multi-family and healthcare facilities. It is also a fully integrated syndicator of low-income housing tax credit and debt funds. The Mortgage Warehousing segment funds agency eligible residential loans from the date of origination or purchase, until the date of sale in the secondary market, as well as commercial loans to non-depository financial institutions. The Banking segment provides a wide range of financial products and services to 46

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​

consumers and businesses, including retail banking, commercial lending, agricultural lending, retail and correspondent residential mortgage banking, and SBA lending. The Other segment includes general and administrative expenses that provide services to all segments; internal funds transfer pricing offsets resulting from allocations to/from the other segments, certain elimination entries and investments in qualified affordable housing limited partnerships or LLCs and certain debt funds. All operations are domestic.

The Company’s segments diversify the net income of Merchants Bank and provide synergies across the segments. Strategic opportunities come from MCC and MCS, where loans are funded by the Banking segment and the Banking segment provides Ginnie Mae custodial services to MCC and MCS. Low-income tax credit syndication and debt fund offerings complement the lending activities of new and existing multi-family mortgage customers. The securities available for sale and held to maturity funded by MCC custodial deposits or purchases of securitized loans originated by MCC are pledged to the FHLB to provide advance capacity during periods of high residential loan volume for Mortgage Warehousing. Mortgage Warehousing provides leads to Correspondent Lending in the Banking segment. Retail and commercial customers provide cross selling opportunities within the Banking segment. Merchants Mortgage is a risk mitigant to Mortgage Warehousing because it provides us with a ready platform to sell or refinance the underlying collateral to secure repayment. These and other synergies form a part of our strategic plan.

The reportable business segments are strategic business units that offer distinct, but complimentary, products and services. Due to the specialized nature of each segment and different resource requirements, they are managed separately.

The Company’s CODM is the president and chief operating officer. The CODM evaluates performance for all reportable segments based on net interest income, noninterest income, noninterest expense, and net income (loss). The chief operating decision maker uses the above-mentioned metrics along with total assets in deciding how to allocate capital as well as human and financial resources among the segments. Major decisions are also made with input from segment leadership, the Board of Directors, and various management committees, as appropriate.

​

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(Unaudited)

​

The tables below present selected business segment financial information for the three months ended March 31, 2025 and 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Multi-family		​	​	​	​	​	​	​	​	​	​
​	​	Mortgage		​	Mortgage		​	​	​	​	​	​	​	​
​	****	Banking		****	Warehousing			Banking			Other			Total
​	​	(In thousands)
Three Months Ended March 31, 2025	​	​
Interest income	​	$	1,180	​	$	86,117	​	$	196,044	​	$	3,863		$	287,204
Interest expense	​		20	​		57,669	​		108,107	​		(788)			165,008
Net interest income	​		1,160	​		28,448	​		87,937	​		4,651			122,196
Provision for credit losses	​		(48)	​		(426)	​		8,201	​		—			7,727
Net interest income after provision for credit losses	​		1,208	​		28,874	​		79,736	​		4,651			114,469
Noninterest income	​		28,896	​		(740)	​		(1,067)	​		(3,396)			23,693
Noninterest expense	​		24,560	​		8,021	​		17,310	​		11,773			61,664
Income (loss) before income taxes	​		5,544	​		20,113	​		61,359	​		(10,518)			76,498
Income taxes	​		2,131	​		4,715	​		14,252	​		(2,839)			18,259
Net income (loss)	​	$	3,413	​	$	15,398	​	$	47,107	​	$	(7,679)		$	58,239
Total assets	​	$	460,441	​	$	5,902,165	​	$	12,002,564	​	$	432,630		$	18,797,800
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Significant non-cash items:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Included in other noninterest income:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Servicing rights fair value adjustments	​	$	449	​	$	—	​	​	(1,203)	​	$	—		$	(754)
Derivative fair value adjustments	​	​	—	​	​	(2,258)	​	​	—	​	​	—	​	​	(2,258)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Multi-family		​	​	​	​	​	​	​	​	​	​	​
​	​	Mortgage		​	Mortgage		​	​	​	​	​	​	​	​
​	****	Banking		****	Warehousing			Banking			Other			Total
​	​	(In thousands)
Three Months Ended March 31, 2024	​	​
Interest income	​	$	1,746	​	$	84,901	​	$	224,288	​	$	3,238		$	314,173
Interest expense	​		20	​		56,140	​		131,723	​		(766)			187,117
Net interest income	​		1,726	​		28,761	​		92,565	​		4,004			127,056
Provision for credit losses	​		—	​		940	​		3,786	​		—			4,726
Net interest income after provision for credit losses	​		1,726	​		27,821	​		88,779	​		4,004			122,330
Noninterest income	​		40,467	​		3,317	​		429	​		(3,339)			40,874
Noninterest expense	​		19,571	​		4,798	​		15,578	​		8,965			48,912
Income (loss) before income taxes	​		22,622	​		26,340	​		73,630	​		(8,300)			114,292
Income taxes	​		6,013	​		6,150	​		17,205	​		(2,130)			27,238
Net income (loss)	​	$	16,609	​	$	20,190	​	$	56,425	​	$	(6,170)		$	87,054
Total assets	​	$	416,454	​	$	5,369,299	​	$	11,760,028	​	$	276,795		$	17,822,576
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Significant non-cash items:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Included in other noninterest income:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Servicing rights fair value adjustments	​	$	13,181	​	$	—	​	​	783	​	$	—		$	13,964
Derivative fair value adjustments	​	​	—	​	​	2,334	​	​	—	​	​	—	​	​	2,334

​

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Note 18:   Regulatory Matters

The Company, Merchants Bank, and FMBI (prior to the January 26, 2024 sale of its branches and the merger of its remaining charter into Merchants Bank) are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by federal and state banking regulators that, if undertaken, could have a direct material effect on the Company’s unaudited condensed consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Merchants Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Merchants Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Merchants Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, and other factors. Furthermore, the Company’s and Merchants Bank’s regulators could require adjustments to regulatory capital not reflected in these unaudited condensed consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Merchants Bank to maintain minimum amounts and ratios (set forth in the table below). Management believes, as of March 31, 2025 and December 31, 2024, that the Company and Merchants Bank met all capital adequacy requirements. For additional information regarding dividend restrictions, see the Company’s 2024 Annual Report on Form 10–K.

As of March 31, 2025 and December 31, 2024, the most recent notifications from the Federal Reserve categorized the Company as well capitalized and most recent notifications from the FDIC categorized Merchants Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Company’s or Merchants Bank’s category.

FMBI was subject to these same requirements and guidelines prior to the sale of its branches and the merger of its remaining charter into Merchants Bank in January 2024. As of December 31, 2023, FMBI met all capital adequacy requirements (as set forth in the table below). The FDIC categorized FMBI as well capitalized at that time and there are no conditions or events since that notification that management believes would have changed that category.

The Company’s, Merchants Bank’s, and FMBI’s actual capital amounts and ratios are presented in the following tables.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Minimum				​	​				​
​	​	​	​	​	​	​	Amount to be Well				​	Minimum Amount				​
​	​	​	​	​	​	​	Capitalized with				​	To Be Well				​
​	​	Actual				​	Basel III Buffer^(1)^				​	Capitalized^(1)^				​
​		Amount			Ratio		Amount			Ratio	​	Amount			Ratio
​	​	(Dollars in thousands)														​
March 31, 2025	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total capital^(1)^ (to risk-weighted assets)		​					​	​	​	​	​	​
Company	​	$	2,249,051		13.0	%	$	1,819,440		10.5	%	$	—		N/A	%
Merchants Bank	​	​	2,201,501		12.7	%		1,818,132		10.5	%		1,731,555		10.0	​
Tier I capital^(1)^ (to risk-weighted assets)	​					​					​					​
Company	​		2,151,982		12.4	%		1,472,880		8.5	%		—		N/A	%
Merchants Bank	​	​	2,104,432		12.2	%		1,471,821		8.5	%		1,385,244		8.0	​
Common Equity Tier I capital^(1)^ (to risk-weighted assets)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Company	​		1,600,692		9.2	%		1,212,960		7.0	%		—		N/A	%
Merchants Bank	​	​	2,104,432		12.2	%		1,212,088		7.0	%		1,125,510		6.5	​
Tier I capital^(1)^ (to average assets)	​		​			​				​	​					​
Company	​		2,151,982		12.1	%		891,156		5.0	%		—		N/A	%
Merchants Bank	​	​	2,104,432		11.8	%		888,003		5.0	%		888,003		5.0	​
(1)	As defined by regulatory agencies.
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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Minimum				​	​				​
​	​	​	​	​	​	​	Amount to be Well				​	Minimum Amount				​
​	​	​	​	​	​	​	Capitalized with				​	To Be Well				​
​	​	Actual				​	Basel III Buffer^(1)^				​	Capitalized^(1)^				​
​		Amount			Ratio		Amount			Ratio	​	Amount		​	Ratio	​
​	​	(Dollars in thousands)														​
December 31, 2024	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total capital^(1)^ (to risk-weighted assets)		​					​	​	​	​	​	​
Company	​	$	2,334,479		13.9	%	$	1,767,835		10.5	%	$	—		N/A	%
Merchants Bank	​	​	2,165,193		12.9	%		1,763,982		10.5	%		1,679,983		10.0	%
Tier I capital^(1)^ (to risk-weighted assets)	​					​					​					​
Company	​		2,234,658		13.3	%		1,431,105		8.5	%		—		N/A	%
Merchants Bank	​	​	2,065,372		12.3	%		1,427,985		8.5	%		1,343,986		8.0	%
Common Equity Tier I capital^(1)^ (to risk-weighted assets)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Company	​		1,562,524		9.3	%		1,178,557		7.0	%		—		N/A	%
Merchants Bank	​	​	2,065,372		12.3	%		1,175,988		7.0	%		1,091,989		6.5	%
Tier I capital^(1)^ (to average assets)	​		​			​				​	​					​
Company	​		2,234,658		12.1	%		925,180		5.0	%		—		N/A	%
Merchants Bank	​	​	2,065,372		11.2	%		922,006		5.0	%		922,006		5.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

(1)	As defined by regulatory agencies.

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Forward-Looking Statements

Certain statements in this Form 10-Q, including, but not limited to, statements within Management’s Discussion and Analysis of Financial Condition and Results of Operations, are “forward-looking statements” within the meaning of the rules and regulations of the SEC. These forward-looking statements reflect our current views with respect to, among other things, future events and our 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 our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution 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 we believe 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 our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 or “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q or the following:

●	business and economic conditions, particularly those affecting the financial services industry and our primary market areas;
●	our ability to successfully manage our credit risk and the sufficiency of our allowance for loan loss;
---	---
●	factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;
---	---
●	liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;
---	---
●	compliance with governmental and regulatory requirements, relating to banking, consumer protection, securities, and tax matters;
---	---
●	our ability to maintain licenses required in connection with residential and multi-family mortgage origination, sale, and servicing operations;
---	---
●	our ability to identify and address cyber-security risks, fraud, and systems errors;
---	---
●	our ability to effectively execute our strategic plan and manage our growth;
---	---
●	changes in our senior management team and our ability to attract, motivate, and retain qualified personnel;
---	---
●	governmental monetary and fiscal policies, and changes in market interest rates;
---	---
●	effects of competition from a wide variety of local, regional, national, and other providers of financial, investment and insurance services;
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●	the impact of any claims or legal actions to which we may be subject, including any effect on our reputation; and
●	changes in federal tax law or policy.
---	---

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition at March 31, 2025 and results of operations for the three months ended March 31, 2025 and 2024, is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto, appearing in Part I, Item 1 of this Form 10-Q.

The words “the Company,” “we,” “our,” and “us” refer to Merchants Bancorp and its consolidated subsidiaries, unless we indicate otherwise.

​

Financial Highlights for the Three Months Ended March 31, 2025

​

●	Net income of $58.2 million decreased $28.8 million compared to the three months ended March 31, 2024.
●	Diluted earnings per share of $0.93 decreased 48% compared to the three months ended March 31, 2024.
---	---
●	The $28.8 million decrease in net income compared to the three months ended March 31, 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 more than expected. 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. 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.
---	---
●	Tangible book value per common share of $34.90 increased 19% compared to $29.26 for the three months ended March 31, 2024. See Non-GAAP Financial Measures section at the end of Item 2.
---	---
●	As of March 31, 2025, the Company had $4.7 billion in unused borrowing capacity with the Federal Home Loan Bank and the Federal Reserve Discount window based on available collateral, compared to $4.3 billion at December 31, 2024.
---	---
●	Total assets of $18.8 billion increased 5% compared to March 31, 2024, and were essentially unchanged from December 31, 2024.
---	---
●	Loans receivable of $10.3 billion, net of allowance for credit losses on loans, decreased $346.8 million, or 3%, compared to March 31, 2024, and decreased $10.3 million compared to December 31, 2024.
---	---
●	Core deposits of $10.7 billion increased $2.5 billion, or 30%, compared to March 31, 2024 and increased $1.3 billion, or 14%, compared to December 31, 2024. Core deposits now represent 86% of total deposits, reaching the highest level the Company has reported since March 2022.
---	---
●	Brokered deposits of $1.7 billion decreased $4.0 billion, or 70%, compared to March 31, 2024 and decreased $815.7 million compared to December 31, 2024.
---	---
●	As of March 31, 2025, approximately 95% of loans reprice within three months, which reduces the risk of market rate increases.
---	---
●	Net interest margin was 2.89% compared to 3.14% for the three months ended March 31, 2024.
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●	Efficiency ratio was 42.27% compared to 29.13% for the three months ended March 31, 2024. See Non-GAAP Financial Measures section at the end of Item 2.
●	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 volume of warehouse loans funded during the three months ended March 31, 2025 amounted to $11.9 billion, an increase of $3.9 billion, or 49%, compared to the three months ended March 31, 2024. This compared to the 2% industry increase in single-family residential loan volumes for the three months ended March 31, 2025 compared to the same period in 2024, according to an estimate of industry volume by the Mortgage Bankers Association.
---	---
●	The total volume of loans originated and acquired through our Multi-family business was $934.4 million, an increase of $37.7 million, or 4%, compared to $896.7 million for the three months ended March 31, 2024. Many of these loans are bridge loans housed in our Banking segment while borrowers await conversion to permanent financing. The volume of loans originated and acquired for sale in the secondary market was $411.2 million, an increase of $158.5 million, or 63%, compared to $252.7 million for the three months ended March 31, 2024.
---	---

Business Overview

​

We are a diversified bank holding company headquartered in Carmel, Indiana and registered under the Bank Holding Company Act of 1956, as amended. We currently operate in multiple business segments, including Multi-family Mortgage Banking that offers multi-family housing and healthcare facility financing and servicing, as well as syndicated low-income housing tax credit and debt funds; Mortgage Warehousing that offers mortgage warehouse financing, commercial loans, and deposit services; and Banking that offers portfolio lending for multi-family and healthcare facility loans, retail and correspondent residential mortgage banking, agricultural lending, SBA lending, and traditional community banking.

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Our business consists of funding low risk, multi-family, residential, and SBA loans meeting underwriting standards of government programs under an originate to sell model, and retaining adjustable-rate loans as held for investment to reduce interest rate risk. The gain on sale of these loans and servicing fees contribute to noninterest income. The funding source is primarily from mortgage custodial, municipal, retail, commercial, brokered deposits, and short-term borrowing. We believe that the combination of net interest income and noninterest income from the sale of low risk profile assets results in lower than industry charge-offs and a lower expense base, which serves to maximize net income and higher than industry shareholder return.

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Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under the current circumstances. These estimates form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The estimates and judgments that management believes have the most effect on its reported financial position and results of operations are set forth within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since those reported for the year ended December 31, 2024. 54

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Financial Condition

As of March 31, 2025, we had approximately $18.8 billion in total assets, $12.4 billion in deposits, and $2.2 billion in total shareholders’ equity. Total assets as of March 31, 2025 included $10.3 billion of loans receivable, net of ACL-Loans and $4.0 billion of loans held for sale. There were also $1.6 billion in securities classified as held to maturity. We had $961.2 million in securities available for sale, the majority of which were acquired from a warehouse customer, and others are match funded with related custodial deposits or required to collateralize our credit-linked notes. There are some restrictions on the types of securities we hold, particularly for those that are funded by certain multi-family custodial deposits where we set the cost of deposits based on the yield of the related security. Additionally, we had $521.3 million of cash and cash equivalents, $389.8 million of mortgage loans in process of securitization that represent pre-sold multi-family rental real estate loan originations in primarily Ginnie Mae, Fannie Mae, and Freddie Mac mortgage-backed securities pending settlements that typically occur within 30 days, and other assets of $424.3 million, which primarily related to low-income housing tax credits. Servicing rights at March 31, 2025 were $189.7 million based on the fair value of the loan servicing, which primarily includes Ginnie Mae multi-family servicing rights with 10-year call protection.

Comparison of Financial Condition at March 31, 2025 and December 31, 2024

Total Assets. Total assets of $18.8 billion at March 31, 2025 remained essentially unchanged from December 31, 2024.

Cash and Cash Equivalents. Cash and cash equivalents of $521.3 million at March 31, 2025 increased $44.7 million, or 9%, compared to $476.6 million at December 31, 2024. Included in cash equivalents was $33.4 million in restricted cash associated with senior credit linked notes described in Note 1: Basis of Presentation and Note 10: Borrowings in the Company’s 2024 Annual Report on Form 10–K.

Mortgage Loans in Process of Securitization. Mortgage loans in process of securitization of $389.8 million at March 31, 2025 decreased $38.4 million, or 9%, compared to $428.2 million at December 31, 2024. These represent loans that our banking subsidiary, Merchants Bank, has funded and are held in the loan portfolio pending settlement, as primarily Ginnie Mae, Fannie Mae, and Freddie Mac mortgage-backed securities with a firm investor commitment to purchase the securities.

Securities Available for Sale. Securities available for sale of $961.2 million at March 31, 2025 decreased $18.9 million, or 2%, compared to $980.1 million at December 31, 2024. The decrease in securities available for sale was primarily due to $181.9 in calls, maturities, repayments, sales and other adjustments, partially offset by purchases of $163.0 million during the period.

Included in securities available for sale were $626.3 million and $635.9 million of investments for which a fair value option was elected at March 31, 2025 and December 31, 2024, respectively. Fair value option securities represent securities which the Company has elected to carry at fair value and are separately identified on the unaudited condensed consolidated balance sheets with changes in the fair value recognized in earnings as they occur.

As of March 31, 2025, AOCL of $0.1 million, related to securities available for sale remained essentially unchanged from December 31, 2024. The $0.1 million of AOCL as of March 31, 2025 represented less than 1% of total equity and 1% of total securities available for sale, reflecting our interest rate risk policy of short duration on assets and liabilities.

Securities Held to Maturity. Securities held to maturity of $1.6 billion at March 31, 2025 decreased $58.4 million, or 4%, compared to $1.7 billion at December 31, 2024. The decrease was due to calls, maturities and repayments of securities totaling $58.5 million during the period.

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Loans Held for Sale. Loans held for sale of $4.0 billion at March 31, 2025 increased $211.9 million, or 6%, compared to $3.8 billion at December 31, 2024. The increase in loans held for sale was due primarily to an increase in warehouse participations, as we experienced higher volume. Loans held for sale are comprised primarily of single-family residential real estate loan participations that meet Fannie Mae, Freddie Mac, or Ginnie Mae eligibility. It also includes a growing contribution of multi-family loans that are expected to be sold or securitized within the next year.

Loans Receivable, Net. Loans receivable, net of ACL-Loans, of $10.3 billion at March 31, 2025, decreased $10.3 million compared to December 31, 2024. The decrease in net loans was comprised primarily of:

●	a decrease of $24.2 million, or 1%, in multi-family financing loans, to $4.6 billion at March 31, 2025.
●	an increase of $98.8 million, or 7%, in healthcare financing loans, to $1.6 billion at March 31, 2025, reflecting higher loan originations.
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●	a decrease of $57.5 million, or 4%, in commercial and commercial real estate loans, to $1.4 billion at March 31, 2025.
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●	a decrease of $37.8 million, or 3%, in mortgage warehouse repurchase agreements, to $1.4 billion at March 31, 2025, reflecting a 13% decrease in volume compared to the fourth quarter 2024.
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As of March 31, 2025, approximately 95% of total loans reprice within three months, which reduces the risk of market rate fluctuations.

The Company is a nationwide lender, especially in our largest portfolios of multi-family and healthcare financing. The tables below provide loans receivable for these two portfolios, including the five highest geographic concentrations.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2025												​
​	****	Multi-family					​	​	​	Healthcare				​
State	​	Amount		​	% of Total	​	​	State	​	Amount		​	% of Total	​
​	​	(Dollars in thousands)				​	​	​	​	​	(Dollars in thousands)			​
Indiana	​	$	1,311,270	​	29	%	​	Michigan	​	$	452,269	​	29	%
New York	​		566,637	​	12	%	​	Ohio	​		314,342	​	20	%
Ohio	​		226,565	​	5	%	​	Texas	​		142,850	​	9	%
California	​	​	226,362	​	5	%	​	South Carolina	​	​	102,500	​	6	%
Texas	​	​	185,521	​	4	%	​	New Jersey	​	​	88,890	​	6	%
Other states^(1)^	​		2,083,762	​	45	%	​	Other states^(1)^	​		482,439	​	30	%
Total	​	$	4,600,117	​	100	%	​	​	​	$	1,583,290	​	100	%
(1)	No state included in the “Other states” group has an individual percentage more than the next highest concentration percentage for the specific portfolio of loans.
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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024												​
​	****	Multi-family					​	​	​	Healthcare				​
State	​	Amount		​	% of Total	​	​	State	​	Amount		​	% of Total	​
​	​	(Dollars in thousands)				​	​	​	​	(Dollars in thousands)				​
Indiana	​	$	1,446,658	​	31	%	​	Michigan	​	$	395,867	​	27	%
New York	​		482,873	​	10	%	​	Ohio	​		314,475	​	21	%
Ohio	​		274,738	​	6	%	​	South Carolina	​		102,500	​	7	%
California	​	​	215,134	​	5	%	​	Indiana	​	​	102,338	​	7	%
Texas	​	​	185,133	​	4	%	​	New Jersey	​	​	89,793	​	6	%
Other states (1)	​		2,019,763	​	44	%	​	Other states (1)	​		479,510	​	32	%
Total	​	$	4,624,299	​	100	%	​	​	​	$	1,484,483	​	100	%
(1)	No state included in the “Other states” group has an individual percentage more than the next highest concentration percentage for the specific portfolio of loans.
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ACL-Loans. The ACL-Loans of $83.4 million at March 31, 2025 decreased $973,000, or 1%, compared to $84.4 million at December 31, 2024. 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.

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 the same loss levels as the last twelve months.

Goodwill. Goodwill of $8.0 million at March 31, 2025 was unchanged compared to December 31, 2024.

Servicing Rights. Servicing rights of $189.7 million at March 31, 2025 decreased compared to $189.9 million at December 31, 2024. During the three months ended March 31, 2025, paydowns of $2.8 million and a negative fair market value adjustment of $0.8 million were partially offset by originated or purchased servicing of $3.3 million. The $0.8 million negative fair market value adjustment reflected a positive adjustment of $0.4 million for multi-family and healthcare mortgages and a negative adjustment of $1.2 million for single-family mortgages and SBA loans during the three months ended March 31, 2025.

Servicing rights are recognized in connection with sales of loans when we retain servicing of the sold loans. The servicing rights are recorded and carried at fair value. The fair value decrease recorded during the three months ended March 31, 2025 was driven by lower interest rates that impacted fair market value adjustments. The value of servicing rights generally increases in rising interest rate environments and declines in falling interest rate environments due to expected prepayments and earnings rates on escrow deposits.

Other Assets and Receivables. Other assets and receivables of $424.3 million at March 31, 2025 decreased by $147.0 million, or 26%, compared to $571.3 million at December 31, 2024. The decrease was primarily due to a $125.0 million prepaid asset at December 31, 2024 that was utilized for the January 2, 2025 redemption of Series B Preferred Stock.

Deposits. Deposits of $12.4 billion at March 31, 2025 increased $486.2 million, or 4%, compared to $11.9 billion at December 31, 2024. The increase was primarily due to a $1.2 billion increase in core demand deposit accounts, partially offset by a decrease of $815.2 million in brokered certificate of deposits.

Total demand deposits increased by $1.2 billion, total savings deposits by $175.6 million, partially offset by an decrease in total certificates of deposit of $876.3 million. As of March 31, 2025, approximately 80% of the total deposits reprice within three months. 57

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Core deposits, which are comprised of non-brokered deposits. increased by $1.3 billion, or 14%, to $10.7 billion at March 31, 2025 compared to $9.4 billion at December 31, 2024. Core deposits represented 86% of total deposits at March 31, 2025 compared to 79% of total deposits at December 31, 2024.

We have decreased our use of total brokered deposits by $815.7 million, or 32%, to $1.7 billion at March 31, 2025 compared to $2.5 billion at December 31, 2024. Brokered deposits represented 14% of total deposits at March 31, 2025, compared to 21% of total deposits at December 31, 2024. As of March 31, 2025, brokered certificates of deposit had a weighted average remaining duration of 67 days.

●	Brokered certificates of deposit accounts decreased $815.2 million, or 32%, to $1.7 billion at March 31, 2025 compared to December 31, 2024.

Interest-bearing deposits at March 31, 2025 increased $411.9 million, or 4%, to $12.1 billion compared to December 31, 2024, and noninterest-bearing deposits increased $74.3 million, or 31%, to $313.3 million at March 31, 2025 compared to December 31, 2024.

Uninsured deposits totaled approximately $3.0 billion as of March 31, 2025, representing 24% of total Bank deposits. Since 2018, the Company has offered its customers an opportunity to insure balances in excess of $250,000 through our insured cash sweep program that extends FDIC protection up to $100 million. The balance of deposits in this program was $1.5 billion and $1.6 billion as of March 31, 2025 and December 31, 2024, respectively.

Borrowings. Borrowings of $4.0 billion at March 31, 2025 decreased $384.4 million, or 9%, compared to $4.4 billion at December 31, 2024. The decrease was primarily due to an decrease of $324.0 million in FHLB advances and a decrease of $50.0 million in the usage of the Federal Reserve’s discount window. The Company primarily utilizes borrowing facilities from the FHLB, the Federal Reserve’s discount window, and AFX, using the most cost-effective options available. See Note 10: Borrowings for further information.

The Company continues to have significant borrowing capacity based on available collateral. As of March 31, 2025, unused lines of credit totaled $4.7 billion, compared to $4.3 billion at December 31, 2024. The Company’s ratio of total collateralized borrowing capacity to total assets remained at 46% from December 31, 2024 compared to March 31, 2025.

Other Liabilities. Other liabilities of $193.4 million at March 31, 2025 decreased $37.6 million, or 16%, compared to $231.0 million at December 31, 2024. The decrease in other liabilities was primarily in accrued expenses and unfunded commitments for low-income housing credit investments.

Total Shareholders’ Equity. Total shareholders’ equity was $2.2 billion as of March 31, 2025. The $82.6 million decrease compared to December 31, 2024 resulted primarily from the redemption of 6% Series B Preferred Stock for $125.0 million and dividends paid on common and preferred shares of $14.9 million during the period, which were partially offset by net income of $58.2 million. See Note 14: Preferred Stock for more details on the Series B redemption.

Asset Quality

Although there has been an increase in adversely classified loans, asset values remain strong overall and loans are well-collateralized. Loans are underwritten to strict agency guidelines. We continually strive to strengthen our various levels of credit and risk management.

Total nonperforming loans (nonaccrual and greater than 90 days past due but still accruing) were $284.6 million, or 2.73% of total loans receivable, at March 31, 2025, compared to $279.7 million, or 2.68%, of total loans at December 31, 2024 and $131.8 million, or 1.22%, at March 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- 58

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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 resulted in elevated interest rates relative to when the loans were originated. The increase compared to December 31, 2024 was primarily due to one multi-family customer. Delinquency levels on total loans as of March 31, 2025 have modestly increased by $10.1 million, to $334.7 million, compared to December 31, 2024. After six months of consecutive loan performance, the loans can be placed back on accrual status.

As a percentage of nonperforming loans, the ACL-Loans was 29% at March 31, 2025 compared to 30% at December 31, 2024 and 57% at March 31, 2024. The changes compared to both periods were primarily due to an increase in nonperforming loans, substantially all of which have been individually evaluated for impairment.

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 on the closing date, to reduce risk of losses, with incremental coverage ranging from 13-14% of the unpaid principal balances for each arrangement. These loans have credit protection and also have an allowance for credit losses. As of March 31, 2025, the balance of loans subject to credit protection arrangements was $2.2 billion, compared to $2.3 billion as of December 31, 2024. For additional information see Note 11: Derivative Financial Instruments and the Company’s 2024 Annual Report on Form 10–K.

Total loans receivable greater than 30 days past due were $304.6 million at March 31, 2025, $292.3 million at December 31, 2024, and $188.7 million at March 31, 2024. The increase in delinquent loans compared to both periods was primarily driven by multi-family customers with delinquent payments on variable-rate loans that have required higher payments due to interest rates remaining at elevated levels.

Loans receivable classified as Special Mention totaled $407.9 million at March 31, 2025, compared to $380.0 million at December 31, 2024 and $232.1 million at March 31, 2024. The increase compared to both periods was primarily due to higher interest rates that negatively impact our borrowers’ ability to make higher required payments.

Loans receivable classified as Substandard totaled $323.6 million at March 31, 2025, compared to $317.3 million at December 31, 2024 and $123.1 million at March 31, 2024. The increase compared to both periods was primarily due to higher interest rates that negatively impact our borrowers’ ability to make higher required payments. All substandard loans as of March 31, 2025 have been evaluated for impairment and these loans have specific reserves of $20.9 million.

During the three months ended March 31, 2025, there were $10.5 million of charge offs primarily related to five customers in the multi-family portfolio, and $28,000 of recoveries, compared to $925,000 of charge-offs related to one customer and $1,000 of recoveries for the three months ended March 31, 2024.

The percentage of commercial real estate loans as a percentage of total Tier I risk-based capital, including the ACL-Loans, has relatively unchanged from 348% to 353% from December 31, 2024 to March 31, 2025, respectively.

Comparison of Operating Results for the Three Months Ended March 31, 2025 and 2024

General. Net income of $58.2 million for the three months ended March 31, 2025 decreased by $28.8 million, or 33%, compared with the three months ended March 31, 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 more than expected. 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.

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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 for the three months ended March 31, 2024.

Net Interest Income. Net interest income of $122.2 million for the three months ended March 31, 2025 decreased $4.9 million, or 4%, compared with $127.1 million for the three months ended March 31, 2024. The decrease reflected lower interest income and higher interest expense on borrowings, which were partially offset by lower interest expense for deposits.

The interest rate spread of 2.38% for the three months ended March 31, 2025 decreased 20 basis points compared to 2.58% for the three months ended March 31, 2024. Our net interest margin decreased 25 basis points, to 2.89%, for the three months ended March 31, 2025 compared to 3.14% for the three months ended March 31, 2024. The margin was negatively impacted by a significant shift in business mix, as lower-margin loans held for sale balances, consisting of primarily warehouse loans, grew by $480.3 million, or 14%, and warehouse repurchase agreements grew by $265.3 million, or 23%, while higher-margin loans receivable balances contracted by $339.1 million, or 3%.

Interest Income. Interest income of $287.2 million for the three months ended March 31, 2025, decreased $27.0 million, or 9%, compared with $314.2 million for the three months ended March 31, 2024. This decrease reflected lower average yield on loans and loans held for sale, partially offset by a higher average balance on securities held to maturity.

Interest income of $239.3 million on loans and loans held for sale for the three months ended March 31, 2025, decreased $32.7 million, or 12%, compared to the three months ended March 31, 2024. The average loan balance of $13.8 billion for the three months ended March 31, 2025, increased $256.2 million, or 2%, compared to $13.5 billion for the three months ended March 31, 2024. The average yield on loans decreased 105 basis points to 7.06%, for the three months ended March 31, 2025, compared to 8.11% for the three months ended March 31, 2024.

Interest income of $12.4 million on securities available for sale for the three months ended March 31, 2025, decreased $2.0 million, or 14%, compared to the three months ended March 31, 2024. The average balance of $961.1 million decreased $124.0 million, or 11%, compared to $1.1 billion for the three months ended March 31, 2024. The average yield decreased 12 basis points to 5.21%, for the three months ended March 31, 2025, compared to 5.33% for the three months ended March 31, 2024. The decrease in average balance of securities available for sale was primarily due to maturities and repayments, as well as fair value adjustments that were partially offset by purchases.

Interest income of $24.4 million on securities held to maturity for the three months ended March 31, 2025, increased $3.8 million, or 19%, compared to the three months ended March 31, 2024. The average balance of $1.6 billion increased $447.1 million, or 37%, compared to $1.2 billion for the three months ended March 31, 2024. The average yield decreased 89 basis points to 6.01% for the three months ended March 31, 2025, compared to 6.90% for the three months ended March 31, 2024. The increase in average balance 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.

Interest income of $3.7 million on mortgage loans in process of securitization for the three months ended March 31, 2025, increased $2.0 million, or 118%, compared to the three months ended March 31, 2024. The average balance of $277.4 million increased $139.5 million, or 101%, compared to $137.9 million for the three months ended March 31, 2024. The average yield increased 45 basis points, to 5.47% for the three months ended March 31, 2025, compared to 5.02% for the for the three months ended March 31, 2024. The increase in average balance was primarily due to a higher origination volume of loans pending settlement for sale on the secondary market.

Interest Expense. Total interest expense of $165.0 million for the three months ended March 31, 2025, decreased $22.1 million, or 12%, compared with $187.1 million for the three months ended March 31, 2024. The

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decrease reflected a lower average balance at a lower average rate on certificates of deposit that were partially offset by a higher average balance at a lower average rate on borrowings.

Interest expense on deposits of $123.9 million decreased $47.1 million, or 28%, for the three months ended March 31, 2025, compared to $171.0 million for the three months ended March 31, 2024. The decrease primarily reflected a lower average balance at a lower rate on certificates of deposit and a lower rate on interest-bearing checking accounts.

Interest expense of $38.8 million on certificate of deposit accounts for the three months ended March 31, 2025, decreased $37.7 million, or 49%, compared to $76.5 million for the three months ended March 31, 2024. The average balance of $3.4 billion for the three months ended March 31, 2025, decreased $2.3 million, or 41%, compared to the three months ended March 31, 2024. The average interest rate decreased 73 basis points to 4.67% for the three months ended March 31, 2025, compared to 5.40% for the three months ended March 31, 2024.

Interest expense of $50.6 million on interest-bearing checking accounts for the three months ended March 31, 2025, decreased $10.1 million, or 17%, compared to the three months ended March 31, 2024. The average balance of $5.1 billion for the three months ended March 31, 2025, increased $51.0 million, or 1%, compared to the three months ended March 31, 2024. The average interest rate decreased 80 basis points, to 4.01% for the three months ended March 31, 2025, compared to 4.81% for the three months ended March 31, 2024.

Interest expense on borrowings of $41.1 million for the three months ended March 31, 2025, increased $25.0 million, or 155%, compared to $16.1 million the three months ended March 31, 2024. The increase was due primarily to a $2.4 billion, or 336%, increase in average borrowings to $3.1 billion at March 31, 2025, compared to $716.9 million for the three months ended March 31, 2024. The average interest rate decreased 370 basis points to 5.33% for the three months ended March 31, 2025, compared to 9.03% for the three months ended March 31, 2024.

Included in interest expense on borrowings, our warehouse structured financing agreements provide for an additional interest payment for a portion of the earnings generated. As a result, the cost of borrowings increased from a base rate of 5.08% and 8.50%, to an effective rate of 5.33% and 9.03% for the three months ended March 31, 2025 and 2024, respectively.

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The following table presents, for the periods indicated, information about (i) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Yields have been calculated on a pre-tax basis. Nonaccrual loans are included in loans and loans held for sale.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,
​	​	2025							​	2024
​	​		​	​	Interest		​	****	​		​	​	Interest		​	​
​	​	Average		​	Income/		​	Yield/	​	Average		​	Income/		​	Yield/
​	****	Balance			Expense			Rate		Balance			Expense			Rate
​	​	(Dollars in thousands)															​
Assets:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-earning deposits, and other interest or dividends	​	$	511,077	​	$	7,465		5.92	%	$	346,150	​	$	5,545		6.44	%
Securities available for sale	​		961,065	​		12,358		5.21	%		1,085,114	​		14,388		5.33	%
Securities held to maturity	​	​	1,643,703	​	​	24,358	​	6.01	%	​	1,196,633	​		20,522		6.90	%
Mortgage loans in process of securitization	​		277,426	​		3,743		5.47	%		137,890	​		1,720		5.02	%
Loans and loans held for sale	​		13,751,197	​		239,280		7.06	%		13,494,961	​		271,998		8.11	%
Total interest-earning assets	​		17,144,468	​		287,204		6.79	%		16,260,748	​		314,173		7.77	%
Allowance for credit losses on loans	​		(86,711)	​					​		(71,544)	​					​
Noninterest-earning assets	​		774,193	​					​		603,868	​					​
Total assets	​	$	17,831,950	​					​	$	16,793,072	​					​
Liabilities/Equity:	​	****	****	​					​		****	​					​
Interest-bearing checking	​	$	5,121,343	​	$	50,609		4.01	%	$	5,070,393	​	$	60,688		4.81	%
Savings deposits	​		146,359	​		15		0.04	%		201,860	​		219		0.44	%
Money market	​		3,398,469	​		34,506		4.12	%		2,817,382	​		33,644		4.80	%
Certificates of deposit	​		3,369,269	​		38,811		4.67	%		5,694,933	​		76,471		5.40	%
Total interest-bearing deposits	​		12,035,440	​		123,941		4.18	%		13,784,568	​		171,022		4.99	%
Borrowings	​		3,125,935	​		41,067		5.33	%		716,853	​		16,095		9.03	%
Total interest-bearing liabilities	​		15,161,375	​		165,008		4.41	%		14,501,421	​		187,117		5.19	%
Noninterest-bearing deposits	​		294,248	​					​		332,172	​					​
Noninterest-bearing liabilities	​		216,158	​					​		211,819	​					​
Total liabilities	​		15,671,781	​					​		15,045,412	​					​
Equity	​		2,160,169	​					​		1,747,660	​					​
Total liabilities and equity	​	$	17,831,950	​					​	$	16,793,072	​					​
Net interest income	​			​	$	122,196			​			​	$	127,056			​
Interest rate spread	​			​				2.38	%			​				2.58	%
Net interest-earning assets	​	$	1,983,093	​					​	$	1,759,327	​				​	​
Net interest margin	​			​				2.89	%			​				3.14	%
Average interest-earning assets to average interest-bearing liabilities	​			​				113.08	%			​				112.13	%

​

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in weighted average interest rates. The following table sets forth the effects of changing rates and volumes on our net interest income during the periods shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Yields have been calculated on a pre-tax basis. 62

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The following table summarizes the increases and decreases in interest income and interest expense resulting from changes in average balances (volume) and changes in average interest rates:

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025
​	​	compared to March 31, 2024
​	​	Increase (Decrease)					​	​
​	​	Due to					​	​
​	****	Volume		****	Rate		****	Total
​	​	(In thousands)
Interest income		​			​			​
Interest-earning deposits, and other interest or dividends	​	$	2,642	​	$	(722)	​	$	1,920
Securities available for sale	​		(1,645)	​		(385)	​		(2,030)
Securities held to maturity	​	​	7,667	​	​	(3,831)	​	​	3,836
Mortgage loans in process of securitization	​		1,741	​		282	​		2,023
Loans and loans held for sale	​		5,165	​		(37,883)	​		(32,718)
Total interest income	​		15,570	​		(42,539)	​		(26,969)
Interest expense	​			​			​
Deposits	​			​			​
Interest-bearing checking	​		610	​		(10,689)	​		(10,079)
Savings deposits	​		(60)	​		(144)	​		(204)
Money market deposits	​		6,939	​		(6,077)	​		862
Certificates of deposit	​		(31,229)	​		(6,431)	​		(37,660)
Total Deposits	​		(23,740)	​		(23,341)	​		(47,081)
Borrowings	​		54,089	​		(29,117)	​		24,972
Total interest expense	​		30,349	​		(52,458)	​		(22,109)
Net interest income	​	$	(14,779)	​	$	9,919	​	$	(4,860)

​

Provision for Credit Losses. We recorded a provision for credit losses of $7.7 million for the three months ended March 31, 2025, an increase of $3.0 million, or 63%, over the three months ended March 31, 2024.

The $7.7 million provision for credit losses consisted of $9.5 million for the ACL-Loans and a negative provision of $1.8 million for the ACL-OBCE’s.

The ACL-Loans was $83.4 million, or 0.80% of total loans, at March 31, 2025, compared to $84.4 million, or 0.81% of total loans, at December 31, 2024, and $75.7 million, or 0.70%, at March 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 a $9.5 million increase in provision expense, primarily related to the multi-family portfolio, which was offset by $10.5 million in charge-offs. Additional details are provided in the ACL-Loans portion of the Comparison of Financial Condition at March 31, 2025 and December 31, 2024 and in Note 4: Loans and Allowance for Credit Losses on Loans.

Noninterest Income. Noninterest income of $23.7 million for the three months ended March 31, 2025 decreased $17.2 million, or 42%, compared to $40.9 million for the three months ended March 31, 2024. The decrease was primarily due to a $15.4 million, or 79%, decrease in loan servicing fees, a $2.8 million, or 47%, decrease in other income, and a $1.9 million, or 36%, decrease in syndication and asset management fees, which was partially offset by a $2.3 million, or 24%, increase in gain on sale of loans.

​

Loan servicing fees included a $0.8 million negative fair market value adjustment to servicing rights for the three months ended March 31, 2025, compared to a $14.0 million positive fair market value adjustment to servicing rights for the three months ended March 31, 2024.

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​

Other noninterest income of $3.2 million for the three months ended March 31, 2025 decreased $2.8 million, or 47%, compared to $5.9 million for the three months ended March 31, 2024. Other noninterest income included a $2.3 million negative adjustment to the fair value of floor derivatives for the three months ended March 31, 2025 compared to a $2.3 million positive fair value adjustment for the three months ended March 31, 2024. The floor derivatives are associated with arrangements whereby there is a guaranteed minimum interest rate the Company will receive on certain assets bearing variable interest rates. The change in value was driven largely by the change in market interest rates during the period. Also included in other noninterest income were changes in fair value on certain securities available for sale that the Company elected to account for under the fair value option, with changes in fair value reflected in earnings. The Company also has put options associated with these securities that provide protection against any change in value. By design, the fair value adjustments of the securities and the put options should be substantially equal and offsetting. For the three months ended March 31, 2025 there was a $6.2 million positive fair value adjustment on the securities that were offset by a $6.2 million negative fair value adjustment on the put options, hence having no net gain or loss recognized. Also see Note 2: Investment Securities, Note 11: Derivative Financial Instruments, and Note 12: Disclosures about Fair Value of Assets and Liabilities.

Syndication and asset management fees of $3.4 million for the three months ended March 31, 2025, decreased $1.9 million, or 36%, compared to $5.3 million for the three months ended March 31, 2024. The decrease was attributable to less equity raised by our LIHTC syndication platform during the three months ended March 31, 2025 than the prior year.

The $2.3 million, or 24%, increase in gain on sale of loans resulted from higher volume in the multi-family loan portfolio.

A summary of the gain on sale of loans for the three months ended March 31, 2025 and 2024 is below:

​	​	​	​	​	​
​	​	Gain on Sale of Loans
​	​	Three Months Ended March 31,
​	​	2025	​	​	2024
​	​	(In thousands)
Loan Type	​	​	​	​	​
Multi-family	$	10,125	​	$	8,423
Single-family	​	206	​	​	280
SBA	​	1,288	​	​	653
Total	$	11,619	​	$	9,356

​

Noninterest Expense. Noninterest expense of $61.7 million for the three months ended March 31, 2025 increased $12.8 million, or 26%, compared to $48.9 million for the three months ended March 31, 2024. The increase was due primarily 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, 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.

​

The efficiency ratio was at 42.27% in the three months ended March 31, 2025, compared with 29.13% in the three months ended March 31, 2024. The $3.9 million in premium expense associated with credit default swaps executed in March and December 2024 had a negative 265 basis point impact on the efficiency ratio in the current quarter. See Non-GAAP Financial Measures section at the end of Item 2.

​

Income Taxes. Income tax expense decreased $9.0 million, or 33%, to $18.3 million for the three months ended March 31, 2025 from the three months ended March 31, 2024. The decrease was due primarily to a 33% decrease in

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pretax income period to period. The effective tax rate was 23.9% and 23.8% for the three months ended March 31, 2025 and March 31, 2024, respectively.

Our Segments

We operate in three primary segments: Multi-family Mortgage Banking, Mortgage Warehousing, and Banking. The reportable segments are consistent with the internal reporting and evaluation of the principal lines of business of the Company.

The Multi-family Mortgage Banking segment originates and services government sponsored mortgages for multi-family and healthcare facilities through Merchants Capital. Merchants Capital is also a fully integrated syndicator of low-income housing tax credit and debt funds. As one of the top ranked agency affordable lenders in the nation, our licenses with Fannie Mae, Freddie Mac, and FHA, coupled with our bank financing products, provide sponsors with custom beginning-to-end financing solutions that adapt to an ever-changing market. We are also one of the largest Ginnie Mae servicers in the country based on aggregate loan principal value. As of March 31, 2025 the Company’s total servicing portfolio had an unpaid principal balance of $30.0 billion, primarily managed in the Multi-Family Mortgage Banking segment. Included in this amount was an unpaid principal balance of loans serviced for others of $17.9 billion, an unpaid principal balance of loans sub-serviced for others of $3.6 billion, and other servicing balances of $0.8 billion at March 31, 2025. These loans are not included in the accompanying balance sheets. The Company also manages $7.7 billion of loans for customers that have loans on the balance sheet at March 31, 2025. The servicing portfolio primarily consists of Ginnie Mae, Fannie Mae, and Freddie Mac loans and is a significant source of our noninterest income and deposits.

Our Mortgage Warehousing segment funds agency eligible loans for non-depository financial institutions from the date of origination or purchase until the date of sale to an investor, which typically takes less than 30 days and is a significant source of our net interest income, loans, and deposits. Mortgage Warehousing has grown to fund over $33.0 billion in 2023, $45.6 billion in 2024, and $11.9 billion for the three months ended March 31, 2025. Mortgage Warehousing also provides commercial loans and collects deposits related to the mortgage escrow accounts of its customers.

The Banking segment includes retail banking, commercial lending, agricultural lending, retail and correspondent residential mortgage banking, and SBA lending. Banking operates primarily in Indiana, except for correspondent mortgage banking which, like Multi-family Mortgage Banking and Mortgage Warehousing, is a national business. The Banking segment has a well-diversified customer and borrower base and has experienced significant growth over the past three years.

Our segment financial information was compiled utilizing the policies described in Note 17: Segment Information, included elsewhere in this report. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes, if any, in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. Transactions between segments consist primarily of borrowed funds and overhead expense sharing. Intersegment interest expense is allocated to the Mortgage Warehousing and Banking segments based on Merchants Bank’s cost of funds. The provision for credit losses is allocated based on information included in our ACL-Loans analysis and specific loan data for each segment.

Our segments diversify the net income of Merchants Bank and provide synergies across the segments. Strategic opportunities come from MCC and MCS, where loans are funded by the Banking segment and the Banking segment provides Ginnie Mae custodial services to MCC and MCS. Low-income tax credit syndication and debt fund offerings complement the lending activities of new and existing multi-family mortgage customers. The securities available for sale and held to maturity funded by MCC custodial deposits or purchases of securitized loans originated by MCC are pledged to FHLB to provide advance capacity during periods of high residential loan volume for Mortgage Warehousing. Mortgage Warehousing provides leads to Correspondent Lending in the Banking segment. Retail and commercial 65

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customers provide cross selling opportunities within the Banking segment. Merchants Mortgage is a risk mitigant to Mortgage Warehousing because it provides us with a ready platform to sell the underlying collateral to secure repayment. These and other synergies form a part of our strategic plan.

The Other segment presented below, in Note 17: Segment Information, and elsewhere in this report includes general and administrative expenses for provision of services to all segments, internal funds transfer pricing offsets resulting from allocations to or from the other segments, certain elimination entries, and investments in low-income housing tax credit limited partnerships or LLC.

For the three months ended March 31, 2025 and 2024, we had total net income of $58.2 million and $87.1 million, respectively. Net income for our three segments for the respective periods was as follows:

​	​	​	​	​	​	​	​
​	​	Three Months Ended					​
​	​	March 31,					​
​		2025			2024
​	​	(In thousands)
Multi-family Mortgage Banking	​	$	3,413	​	$	16,609	​
Mortgage Warehousing	​		15,398	​		20,190	​
Banking	​		47,107	​		56,425	​
Other	​		(7,679)	​		(6,170)	​
​	​	​	​	​	​	​	​
Total	​	$	58,239	​	$	87,054	​

​

Multi-family Mortgage Banking. The Multi-family Mortgage Banking segment reported net income of $3.4 million for the three months ended March 31, 2025, a decrease of $13.2 million, or 79%, compared to net income of $16.6 million for the three months ended March 31, 2024. The decrease in net income was primarily due to a $12.5 million decrease in loan servicing fees, as well as a $5.0 million increase in noninterest expense that included $2.5 million associated with the addition of production staff, which is expected to elevate expenses in future quarters as well.

Loan servicing fees included positive fair market value adjustment of $0.4 million to servicing rights for the three months ended March 31, 2025, compared to a positive fair market value adjustment of $13.2 million for the three months ended March 31, 2024.

The total volume of loans originated and acquired through our Multi-family business was $934.4 million, an increase of $37.7 million, or 4%, compared to $896.7 million for the three months ended March 31, 2024. Many of these loans are bridge loans housed in our Banking segment while borrowers await conversion to permanent financing. The volume of loans originated and acquired for sale in the secondary market was $411.2 million, an increase of $158.5 million, or 63%, compared to $252.7 million for the three months ended March 31, 2024.

Mortgage Warehousing. The Mortgage Warehousing segment reported net income of $15.4 million for the three months ended March 31, 2025, a decrease of $4.8 million, or 24%, compared to $20.2 million for the three months ended March 31, 2024. The decrease in net income reflected a $4.1 million decrease in noninterest income.

Noninterest income included a $2.3 million negative fair market value adjustment to derivatives for the three months ended March 31, 2025, compared to a $2.3 million positive fair market value adjustment to derivatives for the three months ended March 31, 2024.

The volume of loans funded during the three months ended March 31, 2025 amounted to $11.9 billion, an increase of $3.9 billion, or 49%, compared to the three months ended March 31, 2024. This compared to the 2% industry increase in single-family residential loan volumes for the three months ended March 31, 2025 compared to the same period in 2024, according to an estimate of industry volume by the Mortgage Bankers Association. 66

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Banking. The Banking segment reported net income of $47.1 million for the three months ended March 31, 2025, a decrease of $9.3 million, or 17%, compared to $56.4 million for the three months ended March 31, 2024. The decrease in net income was primarily due to lower net interest income from a decline in yields and higher interest expense on borrowings.

Noninterest income included a $1.2 million negative fair market value adjustment to servicing rights for the three months ended March 31, 2025, compared to a $0.8 million positive fair market value adjustment to servicing rights for the three months ended March 31, 2024.

Liquidity and Capital Resources

Liquidity.

Our primary sources of funds are business and consumer deposits, escrow and custodial deposits, borrowings, brokered deposits, principal and interest payments on loans, interest on investment securities, and proceeds from sale of loans. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, economic conditions, and competition.

At March 31, 2025, based on collateral, we had $4.7 billion in available unused borrowing capacity with the FHLB and the Federal Reserve discount window. This compared to $4.3 billion at December 31, 2024. While the amounts available fluctuate daily, we also had available capacity lines through our membership in the AFX. This liquidity enhances the Company’s ability to effectively manage interest expense and asset levels in the future.

The Company’s most liquid assets are in cash, short-term investments, including interest-bearing demand deposits, mortgage loans in process of securitization, loans held for sale, and warehouse lines of credit included in loans receivable. Taken together with its unused borrowing capacity of $4.7 billion described above, these totaled $11.0 billion, or 58%, of its $18.8 billion total assets at March 31, 2025. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our liquid assets and borrowing capacity significantly exceed our uninsured deposits. Uninsured deposits represent 24% of total Bank deposits. Our line of credit with the Federal Reserve Bank of Chicago, alone, could fund 107% of uninsured deposits. Since 2018, the Company has offered its customers an opportunity to insure balances in excess of $250,000 through our insured cash sweep program that extends FDIC protection up to $100 million. The balance of deposits in this program was $1.5 billion and $1.6 billion as of March 31, 2025 and December 31,  2024, respectively.

The Company’s investment portfolio has minimal levels of unrealized losses and management does not anticipate a need to sell securities for liquidity purposes at a loss. As of March 31, 2025, AOCL of $0.1 million, related to securities available for sale decreased 42% compared to accumulated losses as of December 31, 2024. The $0.1 million of AOCL as of March 31, 2025 represented less than 1% of total equity and 1% of total securities available for sale.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $148.0 million and $(383.8) million for the three months ended March 31, 2025 and 2024, respectively. Net cash used in investing activities, which consists primarily of net change in loans receivable and purchases, sales and maturities of investment securities and loans, was $ (0.9) million and $ (695.0) million for the three months ended March 31, 2025 and 2024, respectively. Net cash (used in) provided by financing activities, which is comprised primarily of net change in borrowings and deposits was $ (102.4) million and $1.0 billion for the three months ended March 31, 2025 and 2024, respectively.

Certificates of deposit that are scheduled to mature in less than one year from March 31, 2025 totaled $3.0 billion, or 98% of total certificates of deposit. Management expects that a substantial portion of the maturing certificates 67

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of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may decide to utilize FHLB advances, the Federal Reserve discount window, brokered deposits, or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Off-Balance Sheet Arrangements.

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our unaudited condensed consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, lines of credit and standby letters of credit.

At March 31, 2025, we had $4.4 billion in outstanding commitments to extend credit that are subject to credit risk and $3.7 billion outstanding commitments subject to certain performance criteria and cancellation by the Company, including loans pending closing, unfunded construction draws, and unfunded lines of warehouse credit. We anticipate that we will have sufficient funds available to meet our current loan origination commitments. Additionally, the Company’s business model is designed to continuously sell a significant portion of its loans, which provides flexibility in managing its liquidity.

Capital Resources.

The access to and cost of funding new business initiatives, the ability to engage in expanded business activities, the ability to pay dividends, the level of deposit insurance costs and the level and nature of regulatory oversight depend, in part, on our capital position. The Company has demonstrated its ability to raise capital or utilize securitization transactions to free up capital as needed.

The assessment of capital adequacy depends on a number of factors, including asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to our current operations and to promote public confidence in our Company.

Shareholders’ Equity. Total shareholders’ equity was $2.2 billion as of March 31, 2025. The $82.6 million decrease compared to December 31, 2024 resulted primarily from the redemption of 6% Series B Preferred Stock for $125.0 million and dividends paid on common and preferred shares of $14.9 million during the period, which were partially offset by net income of $58.2 million. See Note 14: Preferred Stock for more details on the Series B redemption.

Preferred Stock/Dividends.

7% Series A Preferred Stock. The Company redeemed all outstanding shares of the Series A Preferred Stock on April 1, 2024 at a price equal to the liquidation preference of $25 per share, or $52.0 million, using cash on hand.

6% Series B Preferred Stock. The Company redeemed all outstanding shares of the Series B Preferred Stock on January 2, 2025, at a price equal to the liquidation preference of $1,000 per share (equivalent to $25 per depositary share), or $125.0 million. 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.

Cash to redeem the shares was delivered to the Company’s transfer agent on December 31, 2024, resulting in a prepaid asset reported in other assets. As of the redemption date the Series B Preferred Stock did not have any accrued, but unpaid dividends. 68

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7.625% Series E Preferred Stock. On November 25, 2024, the Company issued 9,200,000 depositary shares, each representing a 1/40th interest in a share of its 7.625% Fixed Rate Reset Series E Non-Cumulative Perpetual Preferred Stock, without par value, and with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). The aggregate gross offering proceeds for the shares issued by the Company was $230.0 million, and after deducting underwriting discounts and commissions and offering expenses of approximately $7.3 million paid to third parties, the Company received total net proceeds of $222.7 million.

The Series E Preferred Stock have no voting rights with respect to matters that generally require the approval of our common shareholders. Dividends on the Series E Preferred Stock, to the extent declared by the Company’s board, are payable quarterly. The Company may redeem the Series E Preferred Stock, in whole or in part, at its option, on any dividend payment date on or after January 1, 2030, subject to the approval of the appropriate federal banking agency, at the liquidation preference, plus any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the date of redemption.

Dividends declared to preferred shareholders for the three months ended March 31, 2025, totaled $10.3 million. For more information, see Note 14: Preferred Stock.

​

Common Shares/Dividends. As of March 31, 2025, the Company had 45,881,706 common shares issued and outstanding. The Board declared a quarterly dividend of $0.10 per share for the first quarter of 2025.

Capital Adequacy.

The following tables present the Company’s capital ratios at March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Minimum				​	​				​
​	​	​	​	​	​	​	Amount to be Well				​	Minimum Amount				​
​	​	​	​	​	​	​	Capitalized with				​	To Be Well				​
​	​	Actual				​	Basel III Buffer^(1)^				​	Capitalized^(1)^				​
​		Amount			Ratio		Amount			Ratio	​	Amount			Ratio
​	​	(Dollars in thousands)														​
March 31, 2025	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total capital^(1)^ (to risk-weighted assets)		​					​	​	​	​	​	​
Company	​	$	2,249,051		13.0	%	$	1,819,440		10.5	%	$	—		N/A	%
Merchants Bank	​	​	2,201,501		12.7	%		1,818,132		10.5	%		1,731,555		10.0	​
Tier I capital^(1)^ (to risk-weighted assets)	​					​					​					​
Company	​		2,151,982		12.4	%		1,472,880		8.5	%		—		N/A	%
Merchants Bank	​	​	2,104,432		12.2	%		1,471,821		8.5	%		1,385,244		8.0	​
Common Equity Tier I capital^(1)^ (to risk-weighted assets)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Company	​		1,600,692		9.2	%		1,212,960		7.0	%		—		N/A	%
Merchants Bank	​	​	2,104,432		12.2	%		1,212,088		7.0	%		1,125,510		6.5	​
Tier I capital^(1)^ (to average assets)	​		​			​				​	​					​
Company	​		2,151,982		12.1	%		891,156		5.0	%		—		N/A	%
Merchants Bank	​	​	2,104,432		11.8	%		888,003		5.0	%		888,003		5.0	​
(1)	As defined by regulatory agencies.
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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Minimum				​	​				​
​	​	​	​	​	​	​	Amount to be Well				​	Minimum Amount				​
​	​	​	​	​	​	​	Capitalized with				​	To Be Well				​
​	​	Actual				​	Basel III Buffer^(1)^				​	Capitalized^(1)^				​
​		Amount			Ratio		Amount			Ratio	​	Amount		​	Ratio	​
​	​	(Dollars in thousands)														​
December 31, 2024	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total capital^(1)^ (to risk-weighted assets)		​					​	​	​	​	​	​
Company	​	$	2,334,479		13.9	%	$	1,767,835		10.5	%	$	—		N/A	%
Merchants Bank	​	​	2,165,193		12.9	%		1,763,982		10.5	%		1,679,983		10.0	%
Tier I capital^(1)^ (to risk-weighted assets)	​					​					​					​
Company	​		2,234,658		13.3	%		1,431,105		8.5	%		—		N/A	%
Merchants Bank	​	​	2,065,372		12.3	%		1,427,985		8.5	%		1,343,986		8.0	%
Common Equity Tier I capital^(1)^ (to risk-weighted assets)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Company	​		1,562,524		9.3	%		1,178,557		7.0	%		—		N/A	%
Merchants Bank	​	​	2,065,372		12.3	%		1,175,988		7.0	%		1,091,989		6.5	%
Tier I capital^(1)^ (to average assets)	​		​			​				​	​					​
Company	​		2,234,658		12.1	%		925,180		5.0	%		—		N/A	%
Merchants Bank	​	​	2,065,372		11.2	%		922,006		5.0	%		922,006		5.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​

(1)	As defined by regulatory agencies.

​

Quantitative measures established by regulation to ensure capital adequacy require the Company and Merchants Bank to maintain minimum amounts and ratios (set forth in the table above). Management believes, as of March 31, 2025 and December 31, 2024, that the Company and Merchants Bank met all capital adequacy requirements to which they were subject. For additional information regarding dividend restrictions, see the Company’s 2024 Annual Report on Form 10–K.

As of March 31, 2025 and December 31, 2024, the most recent notifications from the Federal Reserve categorized the Company as well capitalized and most recent notifications from the FDIC categorized Merchants Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Company’s or Merchants Bank’s category.

FMBI was subject to these measures prior to the sale of its branches and the merger of its remaining charter into Merchants Bank in January 2024. As of December 31, 2023, FMBI met all capital adequacy requirements (as set forth in the table above). The FDIC categorized FMBI as well capitalized at that time and there are no conditions or events since that notification that management believes would have changed that category.

Quantitative and Qualitative Disclosures About Market Risk

Market Risk. Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified two primary sources of market risk: interest rate risk and price risk related to market demand.

Interest Rate Risk

Overview. Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and

interest-bearing liabilities (reprice risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay residential mortgage loans at any time and depositors’ ability to 70

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Merchants Bancorp

redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries or SOFR.

​

Our business consists of funding low risk, multi-family, residential, SBA loans, and warehouse repurchase agreements, meeting underwriting standards of government programs under an originate to sell model, and retaining adjustable-rate loans as held for investment to reduce interest rate risk.

​

Our Asset-Liability Committee, or ALCO, is a management committee that manages our interest rate risk within policy limits established by our board of directors. In general, we seek to minimize the impact of changing interest rates on net interest income and the economic values of assets and liabilities. Our ALCO meets quarterly, at a minimum, to monitor the level of interest rate risk sensitivity to ensure compliance with the board of directors’ approved risk limits. Additionally, the Risk Committee of our Board meets quarterly, in conjunction with Board meetings, to assess risks associated with interest rate sensitivity.

​

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.

An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

Income Simulation and Economic Value Analysis. Interest rate risk measurement is calculated and reported to the ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

We use two approaches to model interest rate risk: Net Interest Income at Risk (NII at Risk) and Economic Value of Equity (“EVE”). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivatives and excludes non-interest income. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.

We report NII at Risk to isolate the change in income related solely to interest-earning assets and interest-bearing liabilities. The NII at Risk results reflect the analysis used quarterly by management. It models gradual -200, -100, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over the next one-year period.

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Merchants Bancorp

The following table presents NII at Risk for Merchants Bank as of March 31, 2025 and December 31, 2024.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	Net Interest Income Sensitivity											****
​	Twelve Months Forward											****
​	- 200		****	- 100		****	+ 100		****	+ 200		****
​	(Dollars in thousands)											****
March 31, 2025:	​			​			​			​		​
Dollar change	$	(66,284)	​	$	(35,378)	​	$	36,422	​	$	73,001	​
Percent change		(12.6)	%		(6.7)	%		6.9	%		13.9	%
​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024:			​			​			​			​
Dollar change	$	(63,859)	​	$	(34,202)	​	$	34,088	​	$	68,263	​
Percent change		(12.2)	%		(6.5)	%		6.5	%		13.1	%

​

Our interest rate risk management policy objective is to limit the change in our net interest income to 20% for a +/-100 basis point move in interest rates, and 30% for a +/-200 basis point move in rates. At March 31, 2025 we estimated that we were within policy limits set by our board of directors for the -200, -100, +100, and +200 basis point scenarios.

The EVE results for Merchants Bank included in the following table reflect the analysis used quarterly by management. It models immediate -200, -100, +100 and +200 basis point parallel shifts in market interest rates.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	Economic Value of Equity											****
​	Sensitivity (Shock)											****
​	Immediate Change in Rates											****
​	- 200		****	- 100		****	+ 100		****	+ 200		****
​	(Dollars in thousands)											****
March 31, 2025:	​			​			​			​		​
Dollar change	$	(1,762)	​	$	8,370	​	$	(5,088)	​	$	(10,228)	​
Percent change		(0.1)	%		0.4	%		(0.2)	%		(0.5)	%
​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024:			​			​			​			​
Dollar change	$	12,188	​	$	14,762	​	$	(1,118)	​	$	(2,990)	​
Percent change		0.6	%		0.7	%		(0.1)	%		(0.1)	%

​

Our interest rate risk management policy objective is to limit the change in our EVE to 15% for a +/-100 basis point move in interest rates, and 20% for a +/-200 basis point move in rates. We are within policy limits set by our board of directors for the -200, -100, +100 and +200 basis point scenarios. The EVE reported at March 31, 2025 projects that as interest rates increase (decrease) immediately, the economic value of equity position will be expected to decrease (increase). When interest rates rise, fixed rate assets generally lose economic value; the longer the duration, the greater the value lost. The opposite is true when interest rates fall.

Non-GAAP Financial Measures

​

The Company’s accounting and reporting policies conform to GAAP and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist users of the financial information in assessing the Company’s operating performance. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the following table.

​

Although intended to enhance understanding of the Company’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. 72

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Merchants Bancorp

​

​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,	​	March 31,
​	​	2025	​	2024
​	​	(Dollars in thousands)
Noninterest expense	​	$ 61,664	​	$ 48,912
​	​	​	​	​
Net interest income (before provision for credit losses)	​	122,196	​	127,056
Noninterest income	​	23,693	​	40,874
Total income	​	$ 145,889	​	$ 167,930
​	​	​	​	​
Efficiency ratio	​	42.27%	​	29.13%

​

​

​	​	​	​	​
​	​	March 31,
​	​	2025	​	2024
​	​	(Dollars in thousands)
Total equity	​	$ 2,160,735	​	$ 1,776,468
Less: goodwill and intangibles	​	(8,068)	​	(8,163)
Less: preferred stock	​	(551,291)	​	(499,608)
Tangible common shareholders' equity	​	$ 1,601,376	​	$ 1,268,697
​	​	​	​	​
Assets	​	$ 18,797,800	​	$ 17,822,576
Less: goodwill and intangibles	​	(8,068)	​	(8,163)
Tangible assets	​	$ 18,789,732	​	$ 17,814,413
​	​	​	​	​
Ending common shares	​	45,881,706	​	43,354,718
​	​	​	​	​
Tangible book value per common share	​	$ 34.90	​	$ 29.26

​

​

ITEM 3        Quantitative and Qualitative Disclosures About Market Risk

The information required under this item is included as part of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q under the headings “Liquidity and Capital Resources” and “Interest Rate Risk.”

ITEM 4        Controls and Procedures

(a)        Evaluation of disclosure controls and procedures.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were effective.

(b)        Changes in internal control.

There have been no changes in the Company's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

​ 73

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Part II

Other Information

ITEM 1.     Legal Proceedings

None.

ITEM 1A.  Risk Factors

There have been no material changes from the risk factors previously disclosed in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3.     Defaults Upon Senior Securities

None.

ITEM 4.     Mine Safety Disclosures

Not applicable.

ITEM 5.     Other Information

None. 74

Table of Contents ITEM 6.     Exhibits ****

Exhibit
Number		Description
3.1	​	Second Amended and Restated Articles of Incorporation of Merchants Bancorp (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on May 24, 2022).
​	​	​
3.2	​	Articles of Amendment to the Second Amended and Restated Articles of Incorporation dated September 27, 2022 designating the 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of Form 8-A filed on September 27, 2022).
​	​	​
3.3	​	Articles of Amendment to the Second Amended and Restated Articles of Incorporation dated November 25, 2024 designating the 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of Form 8-A filed on November 25, 2024).<br><br>​
3.4	​	Second Amended and Restated By-Laws of Merchants Bancorp (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on November 20, 2017).
​	​	​
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
32		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.<br><br>​<br><br>​
101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
​	​	​
101.SCH		XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
​	​	​
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE<br><br>​<br><br>104	​<br><br>​<br><br>​	XBRL Taxonomy Extension Presentation Linkbase Document<br><br>​<br><br>Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

​

​

​ 75

Table of Contents Merchants Bancorp

SIGNATURES

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 thereunto duly authorized.

​	​		​
​	​		​	Merchants Bancorp
​	​	​	​	​
Date:	May 9, 2025	​	By:	/s/ Michael F. Petrie
				Michael F. Petrie
				Chairman & Chief Executive Officer<br><br>​<br><br>​<br><br>​
Date:	May 9, 2025		By:	/s/ Sean A. Sievers
				Sean A. Sievers<br><br>Chief Financial & Accounting Officer
				(Principal Financial Officer)

​

​

​

​

​ 76

eXHIBIT 31.1

​

Certification of the Chief EXECUTIVE Officer

Pursuant to Section 302 of the sarbanes-oxley act of 2002

​

I, Michael F. Petrie, the Chief Executive Officer of Merchants Bancorp, certify that:

​

1.	I have reviewed this quarterly report on Form 10-Q of Merchants Bancorp;

​

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

​

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

May 9, 2025	/s/Michael F. Petrie
Date	Michael F. Petrie
	Chief Executive Officer

​

eXHIBIT 31.2

​

Certification of the Chief FINANCIAL Officer

Pursuant to Section 302 of the sarbanes-oxley act of 2002

​

I, Sean A. Sievers, the Principal Financial Officer of Merchants Bancorp, certify that:

​

1.	I have reviewed this quarterly report on Form 10-Q of Merchants Bancorp;

​

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

​

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

​

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

​

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

​

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

​

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

​

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

​

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

​

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

​

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

May 9, 2025	/s/Sean A. Sievers
Date	Sean A. Sievers
	Principal Financial Officer

​

​ EXHIBIT 32

​

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

​

Michael F. Petrie, Chief Executive Officer, and Sean A. Sievers, Principal Financial Officer, of Merchants Bancorp (the “Registrant”), each hereby certify, in their capacity as an officer of the Registrant that he has reviewed the quarterly report of the Registrant on Form 10-Q for the quarter ended March 31, 2025 (the “Report”), and that to the best of his knowledge:

​

(1)    The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

​

​

		​
May 9, 2025		/s/ Michael F. Petrie
Date		Michael F. Petrie
		Chief Executive Officer<br><br>​
May 9, 2025	​	/s/Sean A. Sievers
Date		Sean A. Sievers
		Principal Financial Officer

​

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the SEC or its staff upon request. ​