Form 4: Merchants Bancorp CEO Sells Depositary Shares

Merchants Bancorp Chairman and CEO Michael F. Petrie reported the sale of 6,268 Series C Depositary Shares in early December 2025 under a Rule 10b5-1 plan.

Summary

• Michael F. Petrie, Chairman and CEO of Merchants Bancorp, reported the sale of Series C Depositary Shares.
• On December 4, 2025, 3,109 Series C Depositary Shares were sold at a weighted average price of $19.14 per share, with prices ranging from $19.05 to $19.15.
• On December 5, 2025, an additional 3,159 Series C Depositary Shares were sold at a weighted average price of $19.14 per share, with prices ranging from $19.05 to $19.20.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan, which allows insiders to sell shares over a predetermined period.
• Following these sales, Michael F. Petrie directly holds 73,158 Series C Depositary Shares.
• Direct common stock holdings include 1,919,428 shares, which comprise 58,203 unvested restricted stock units.
• Indirect common stock holdings total 8,206,173 shares through a spouse and various trusts where the spouse acts as trustee.

Sentiment

Score: 5

Explanation: The sale of shares by the CEO is a neutral event given it was executed under a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic selling. The amount sold is also a small fraction of total direct and indirect holdings.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-planned transactions and reducing concerns about opportunistic selling.

Negatives

• A director and CEO selling shares, even under a 10b5-1 plan, could be perceived negatively by some investors, although the amount is relatively small compared to total holdings.

Future Outlook

NA

Industry Context

This insider transaction report is specific to an individual's trading activity and does not provide broader industry context or trends.

Related Party Transactions

• Michael F. Petrie's spouse is a beneficial owner of 2,111,868 shares of Common Stock.
• Michael F. Petrie's spouse is Trustee for several irrevocable trusts holding a significant number of Common Stock shares, including the Emily J. Petrie Irrevocable GST Trust 2010, Emily J. Petrie Irrevocable Trust 2010, Julia L. Petrie Irrevocable GST Trust 2010, Julia L. Petrie Irrevocable Trust 2010, and The Petrie Grandchildren Trust.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even under a 10b5-1 plan, might be viewed with slight caution, but the pre-planned nature and relatively small scale compared to total holdings limit significant negative impact on shareholder sentiment.

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 routine insider sales executed under a pre-established 10b5-1 plan by the Chairman and CEO. These transactions are not indicative of a change in the company's fundamental outlook or the executive's long-term commitment, especially given the substantial remaining direct and indirect holdings. Therefore, the filing itself does not warrant a change in investment recommendation, suggesting a 'hold' position for existing investors.

Keywords

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