Merchants Bancorp S-3, filed May 23, 2025

Merchants Bancorp (MBIN)

S-3 2025-05-23

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	Indiana			20-5747400
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	Page
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT		i
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		4
RISK FACTORS		6
MERCHANTS BANCORP		6
USE OF PROCEEDS		6
DESCRIPTION OF DEBT SECURITIES		6
DESCRIPTION OF CAPITAL STOCK		16
DESCRIPTION OF DEPOSITARY SHARES		20
DESCRIPTION OF PURCHASE CONTRACTS		23
DESCRIPTION OF WARRANTS		24
DESCRIPTION OF UNITS		25
DESCRIPTION OF GLOBAL SECURITIES		26
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		30
EXPERTS		30

	Report(s)			Period(s) of Report(s) or Date(s) Filed
	• Annual Report on Form 10-K filed on February 28, 2025			For the year ended December 31, 2024
	• Definitive Proxy Statement filed on April 4, 2025			For Merchants 2025 Annual Meeting of Shareholders
	• Form 10-Q filed on May 9, 2025			For the quarterly period ended March 31, 2025
	• Current Reports			Filed on February 20, 2025; March 20, 2025; and May 15, 2025

SEC registration fee	$	72,829.67
Blue Sky fees and expenses		*
Rating agency fees		*
Legal fees and expenses		*
Accounting fees and expenses		*
Trustee fees and expenses		*
Printing and engraving fees and expenses		*
Miscellaneous		*
Total	$	*

	EXHIBIT NO.			DESCRIPTION
	1.1			Form of Underwriting Agreement for any offering of securities(1)
	3.1			Second Amended and Restated Articles of Incorporation of Merchants Bancorp (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 24, 2022 (File No. 001-38258))
	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 Reset Series E Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 of Form 8-A filed on November 25, 2024)
	3.4			Second Amended and Restated By-laws of Merchants Bancorp (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 20, 2017 (File No. 001-38258))
	4.1			Deposit Agreement dated as of March 23, 2021, by and among Merchants Bancorp, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 23, 2021)
	4.2			Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1)
	4.3			Deposit Agreement dated as of September 27, 2022, by and among Merchants Bancorp, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 27, 2022)
	4.4			Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.3)
	4.5			Deposit Agreement dated as of November 25, 2024, by and among Merchants Bancorp, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 25, 2024)
	4.6			Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.5)
	4.7			Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3, as amended (File No. 333-228721))
	4.8			Form of Subordinated Indenture (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3, as amended (File No. 333-228721))
	4.9			Form of Senior Debt Securities(1)
	4.10			Form of Subordinated Debt Securities(1)
	4.11			Form of Specimen Preferred Stock Certificate(1)
	4.12			Form of Deposit Agreement for Depositary Shares(1)
	4.13			Form of Purchase Contract(1)
	4.14			Form of Warrant Agreement(1)
	4.15			Form of Unit Agreement(1)
	5.1			Opinion of Krieg DeVault LLP

	EXHIBIT NO.			DESCRIPTION
	23.1			Consent of Krieg DeVault LLP (contained in Exhibit 5.1)
	23.2			Consent of Forvis Mazars, LLP
	24.1			Powers of attorney (included on signature page)
	25.1			Form T-1 Statement of Eligibility of Trustee under the Senior Indenture(1)
	25.2			Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture(1)
	107			Filing Fee Table

Signature	Title	Date
/s/ Michael F. Petrie Michael F. Petrie	Director (Chairman); Chief Executive Officer (Principal Executive Officer)	May 23, 2025
/s/ Sean A. Sievers Sean A. Sievers	Chief Financial Officer (Principal Financial Officer)	May 23, 2025
/s/ Darin Thomas Darin Thomas	Accounting Officer (Principal Accounting Officer)	May 23, 2025
/s/ Randall D. Rogers Randall D. Rogers	Director	May 23, 2025
/s/ Michael J. Dunlap Michael J. Dunlap	Director	May 23, 2025
/s/ Scott A. Evans Scott A. Evans	Director	May 23, 2025

	(i)	senior debt securities (“Senior Debt Securities”) and subordinated debt securities (“Subordinated Debt Securities”) of the Corporation (collectively, “Debt Securities”);
	(ii)	shares of common stock, without par value, of the Corporation (“Common Stock”);
	(iii)	shares of preferred stock, without par value, of the Corporation (“Preferred Stock”), which may be issued in the form of depositary shares (“Depositary Shares”) evidenced by depositary receipts (“Depositary Receipts”);
	(iv)	contracts to purchase or sell Debt Securities, Common Stock, Preferred Stock or Depositary Shares of the Corporation (“Purchase Contracts”);
	(v)	warrants to purchase Debt Securities, Common Stock, Preferred Stock or Depositary Shares of the Corporation (“Warrants”); and
	(vi)	units (“Units”), which are comprised of two or more of the securities registered under the Registration Statement (as defined below) in any combination.

	(1)	when (i) the indenture and trustee have been qualified under the Trust Indenture Act of 1939, as amended; (ii) the terms of the applicable Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture; (iii) the applicable Indenture and such Debt Securities have been duly executed, authenticated, and delivered in accordance with the applicable Indenture; and (iv) such Debt Securities have been issued and sold in the manner contemplated by the Registration Statement, the prospectus and an applicable prospectus supplement against delivery of applicable consideration, the Debt Securities so issued (including any Debt Securities issued in settlement of Purchase Contracts or Units) will constitute valid and binding obligations of the Corporation;
	(2)	except with respect to Common Stock issuable upon (x) the conversion of Securities that are by their terms convertible (“Convertible Securities”) or (y) the settlement of Purchase Contracts or Units, when (i) all necessary corporate action to authorize and approve the issuance of the Common Stock has been taken, and (ii) the Common Stock is issued, sold and delivered on the terms authorized and in the manner contemplated by the Registration Statement, the prospectus and an applicable prospectus supplement against delivery of applicable consideration, the Common Stock will be validly issued, fully paid and nonassessable;
	(3)	with respect to Common Stock issuable upon the conversion of Convertible Securities that are by their terms convertible, when (i) all necessary corporate action to authorize and approve the issuance of the Common Stock upon conversion of the Convertible Securities has been taken, (ii) such Convertible Securities have been converted in accordance with their terms, and (iii) the Common Stock is issued and delivered as contemplated thereby, such Common Stock will be validly issued, fully paid and nonassessable;
	(4)	with respect to Common Stock issuable upon settlement of Purchase Contracts or Units comprised of Common Stock and any one or more other Securities, when (i) all necessary corporate action to authorize and approve the issuance of the Common Stock upon settlement of the Purchase Contracts or Units has been taken, (ii) such Purchase Contracts or Units have been settled in accordance with their terms, and (iii) the Common Stock is issued and delivered as contemplated thereby, such Common Stock will be validly issued, fully paid and nonassessable;

	(5)	except with respect to Preferred Stock issuable upon (x) the conversion of Convertible Securities or (y) the settlement of Purchase Contracts or Units, when (i) all necessary corporate action has been taken to authorize and approve the issuance of the Preferred Stock (including the establishment of the terms thereof), (ii) the applicable articles of amendment setting forth the terms of such Preferred Stock have been duly filed with the Secretary of State of the State of Indiana, and (iii) the Preferred Stock is issued, sold and delivered on the terms authorized and in the manner contemplated by the Registration Statement, the prospectus and an applicable prospectus supplement against delivery of the applicable consideration, the Preferred Stock will be validly issued, fully paid and nonassessable;
	(6)	with respect to Preferred Stock issuable upon the conversion of Convertible Securities which are by their terms convertible, when (i) all necessary corporate action has been taken approving and authorizing the issuance of the Preferred Stock (including the establishment of the terms thereof) upon conversion of Convertible Securities, (ii) articles of amendment setting forth the terms of such Preferred Stock have been duly filed with the Secretary of State of the State of Indiana, and (iii) such Convertible Securities have been converted in accordance with their terms, such Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable;

	(7)	with respect to Preferred Stock issuable upon settlement of Purchase Contracts or Units comprised of Preferred Stock and any one or more other Securities, when (i) all necessary corporate action has been taken approving and authorizing the issuance of the Preferred Stock (including the establishment of the terms thereof) upon settlement of Purchase Contracts or Units, (ii) articles of amendment setting forth the terms of such Preferred Stock have been duly filed with the Secretary of State of the State of Indiana, and (iii) such Purchase Contracts or Units have been settled in accordance with their terms, such Preferred Stock will be validly issued, fully paid and nonassessable;
	(8)	when (i) all necessary corporate action to approve the execution and delivery of a deposit agreement relating to the Depositary Shares (the “Deposit Agreement”) with a bank or trust company selected by the Corporation to act as depositary thereunder (the “Depositary”), (ii) the Deposit Agreement has been duly authorized, executed and delivered by each of the parties thereto, (iii) the terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the Deposit Agreement, (iv) the Preferred Stock represented by the Depositary Shares has been duly authorized, validly issued, fully paid and delivered to the Depositary, and (v) the Depositary Receipts evidencing the Depositary Shares have been executed and countersigned in accordance with the Depositary Agreement and issued against deposit of the Preferred Stock as contemplated by the Registration Statement, the prospectus and an applicable prospectus supplement and the Depositary Agreement, the Depositary Receipts will constitute valid and binding obligations of the Corporation and will entitle the holders thereof to the rights specified in the Depositary Shares and the Depositary Agreement;
	(9)	when (i) all necessary corporate action to approve and authorize the execution and delivery of Purchase Contracts, including the component Securities contained therein, and the documents evidencing and used in connection with the issuance and sale of Purchase Contracts, which documents conform in all material respects to the description thereof in the Registration Statement, the prospectus and an applicable prospectus supplement has been taken, (ii) such Purchase Contracts have been duly authorized, executed and delivered by each of the parties thereto, (iii) the terms of such Purchase Contracts and the underlying Securities relating thereto and of their issuance and sale have been duly established, and (iv) such Purchase Contracts have been issued and sold, against delivery of the applicable consideration, the Purchase Contracts will constitute valid and binding obligations of the Corporation;
	(10)	when (i) all necessary corporate action, including the component Securities contained therein, and the documents evidencing and used in connection with the issuance and sale of the Warrants, to approve and authorize the execution and delivery of a warrant agreement that conforms in all material respects to the description thereof in the Registration Statement, the prospectus and an applicable prospectus supplement (the “Warrant Agreement”) has been taken, (ii) such Warrant Agreement has been duly authorized, executed and delivered by each of the parties thereto, (iii) the terms of the Warrants and the underlying Securities relating thereto and of their issuance and sale have been duly established in conformity with the Warrant Agreement, and (iv) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement and issued and sold, against delivery of the applicable consideration, the Warrants will constitute valid and binding obligations of the Corporation; and
	(11)	when (i) all necessary corporate action to approve and authorize the issuance of Units, including the component Securities contained therein, and the documents evidencing and used in connection with the issuance and sale of Units, which documents conform in all material respects to the description thereof in the Registration Statement, the prospectus and an applicable prospectus supplement (the “Unit Documents”) has been taken, (ii) the Units and the Unit Documents have been executed and delivered by each of the parties thereto in accordance with their respective terms and provisions, (iii) the terms of the Units and of their issuance and sale have been duly established in conformity with the Unit Documents, and (iv) the Units have been issued and sold as contemplated in the Unit Documents, against delivery of the applicable consideration, the Units will constitute valid and binding obligations of the Corporation.