Form 4: Merchants Bancorp CEO Sells Depositary Shares

Merchants Bancorp Chairman and CEO Michael F. Petrie reported sales of Series C Depositary Shares totaling 1,170 units in mid-November 2025.

Summary

• Michael F. Petrie, Chairman and CEO of Merchants Bancorp, reported sales of Series C Depositary Shares.
• On November 14, 2025, 101 Series C Depositary Shares were sold at a weighted average price of $19.83 per share, with prices ranging from $19.80 to $19.85.
• On November 18, 2025, an additional 1,069 Series C Depositary Shares were sold at $19.80 per share.
• These transactions were executed pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Following these sales, Petrie directly beneficially owns 97,730 Series C Depositary Shares.
• Direct beneficial ownership of Common Stock is 1,919,428 shares, which includes 58,203 unvested restricted stock units (RSUs).
• The unvested RSUs vest on February 1, 2026 (29,807 units), February 1, 2027 (20,736 units), and February 1, 2028 (7,660 units).
• Indirect beneficial ownership of Common Stock totals 8,281,173 shares through various trusts where Petrie's spouse acts as trustee.

Sentiment

Score: 5

Explanation: The insider sales were conducted under a pre-arranged 10b5-1 plan, which typically signals a neutral event rather than a negative outlook on the company's future performance.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled transactions rather than discretionary sales based on new, non-public information.

Negatives

• Insider selling, even if pre-planned, reduces the direct equity stake of a key executive.

Future Outlook

No forward-looking statements or guidance are provided.

Industry Context

This insider transaction report is specific to Merchants Bancorp and does not provide broader industry context.

Related Party Transactions

• Indirect beneficial ownership of Common Stock is held through various trusts where the reporting person's spouse acts as trustee, which represents related party holdings.

Stakeholder Impact

• Shareholders may note a slight reduction in the direct equity stake of a key executive, though mitigated by the pre-planned nature of the sales.

Next Steps

• Vesting of 29,807 restricted stock units on February 1, 2026.
• Vesting of 20,736 restricted stock units on February 1, 2027.
• Vesting of 7,660 restricted stock units on February 1, 2028.

Key Dates

Recommendation

The filing reports pre-planned insider sales under a Rule 10b5-1 plan, which are generally not indicative of a change in management's outlook on the company's fundamentals. Therefore, a 'hold' recommendation is appropriate based solely on this transaction report, as it does not present new information warranting a change in investment thesis.

Keywords

Merchants Bancorp, MBIN, Insider Trading, Form 4, Stock Sale, Depositary Shares, Michael F. Petrie, CEO, Director, 10% Owner, 10b5-1 Plan