Form 4: Merchants Bancorp CEO Sells Depositary Shares

Merchants Bancorp Chairman and CEO Michael F. Petrie reported the sale of Series C Depositary Shares totaling 2,177 units across two transactions.

Summary

• Michael F. Petrie, Chairman and CEO of Merchants Bancorp, reported the sale of 2,096 Series C Depositary Shares at $19.3 per share on November 25, 2025.
• An additional 81 Series C Depositary Shares were sold at $19.42 per share on November 26, 2025.
• Following these transactions, Mr. Petrie directly beneficially owns 82,085 Series C Depositary Shares.
• Mr. Petrie also directly beneficially owns 1,919,428 shares of Common Stock, which includes 58,203 unvested restricted stock units.
• Indirect beneficial ownership of Common Stock includes 2,111,868 shares held by his spouse, 1,425,000 shares where his spouse is Trustee of the Emily J. Petrie Irrevocable GST Trust 2010, 2,611,424 shares where his spouse is Trustee of the Emily J. Petrie Irrevocable Trust 2010, 1,425,000 shares where his spouse is Trustee of the Julia L. Petrie Irrevocable GST Trust 2010, 2,410,152 shares where his spouse is Trustee of the Julia L. Petrie Irrevocable Trust 2010, and 724,729 shares where his spouse is Trustee of The Petrie Grandchildren Trust.

Sentiment

Score: 5

Explanation: The sales by a key insider are generally viewed neutrally to slightly negative, but the disclosure that they were made under a Rule 10b5-1 plan mitigates concerns that they are based on new, negative material information.

Positives

• The reported sales were made pursuant to a Rule 10b5-1 pre-arranged trading plan, indicating the transactions were scheduled in advance and not necessarily a reaction to new, negative material information.

Negatives

• Insider sales, even when pre-planned, can sometimes be perceived by the market as a lack of confidence, potentially leading to minor negative sentiment.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Informational for shareholders regarding insider holdings and transactions, providing transparency into management's ownership.

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 reported insider sales by Chairman and CEO Michael F. Petrie were conducted under a pre-arranged Rule 10b5-1 trading plan. While insider sales can sometimes signal a lack of confidence, transactions under a 10b5-1 plan are typically scheduled in advance and are not necessarily indicative of a change in the insider's view of the company's future prospects. Therefore, this filing alone does not provide a strong basis for a change in investment recommendation, warranting a 'hold' position.

Keywords

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