Form 4: Merchants Bancorp CEO Gifts 20,000 Shares

Merchants Bancorp's Chairman and CEO, Michael F. Petrie, reported a gift of 20,000 common shares, effective August 1, 2025, as part of a planned transaction.

Summary

• Michael F. Petrie, Chairman and CEO of Merchants Bancorp (MBIN), reported a disposition of 20,000 shares of Common Stock via gift (Transaction Code G).
• The transaction date is August 1, 2025, and the shares were disposed of at a price of $0.00 per share, consistent with a gift.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Michael F. Petrie directly beneficially owns 1,919,428 shares of Common Stock, which includes 58,203 unvested restricted stock units.
• Indirect beneficial ownership includes 2,111,868 shares held by spouse, 1,425,000 shares where spouse is Trustee of the Emily J. Petrie Irrevocable GST Trust 2010, 2,611,424 shares where spouse is Trustee of the Emily J. Petrie Irrevocable Trust 2010, 1,425,000 shares where spouse is Trustee of the Julia L. Petrie Irrevocable GST Trust 2010, 2,410,152 shares where spouse is Trustee of the Julia L. Petrie Irrevocable Trust 2010, and 724,729 shares where spouse is Trustee of The Petrie Grandchildren Trust Series C.
• Additionally, Michael F. Petrie directly owns 100,000 Depositary Shares.

Sentiment

Score: 5

Explanation: A gift transaction by a CEO is a personal financial planning event and does not typically reflect on the company's operational performance or future prospects. It reduces direct ownership but significant indirect ownership remains, resulting in a neutral sentiment for the company's stock.

Positives

• The transaction was conducted under a Rule 10b5-1 plan, indicating a pre-arranged and transparent disposition of shares.
• The gift transaction does not involve a sale into the open market, thus avoiding direct downward pressure on the stock price from this specific disposition.

Negatives

• The transaction represents a reduction in the direct beneficial ownership of common stock by the Chairman and CEO.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The gift of shares was made to trusts where the reporting person's spouse serves as a trustee, indicating a related party transaction.

Stakeholder Impact

• Primarily impacts the beneficial ownership structure of the Chairman and CEO and related family trusts.
• No direct impact on employees, customers, suppliers, or creditors is indicated by this filing.

Next Steps

• Vesting of remaining unvested restricted stock units on February 1, 2026, February 1, 2027, and February 1, 2028.

Key Dates

Keywords

Merchants Bancorp, MBIN, Form 4, insider transaction, beneficial ownership, stock gift, Michael F. Petrie, CEO, Chairman, 10b5-1 plan