Form 4: Merchants Bancorp CEO Sells Series C Depositary Shares

Merchants Bancorp Chairman and CEO Michael F. Petrie reported the sale of 1,129 Series C Depositary Shares under a Rule 10b5-1 plan.

Summary

• Michael F. Petrie, Chairman and CEO of Merchants Bancorp, reported the sale of 1,129 Series C Depositary Shares.
• The transaction occurred on December 8, 2025, at a weighted average price of $19.03 per share.
• The shares were sold in multiple transactions with prices ranging from $19.00 to $19.05 per share.
• The sale was executed pursuant to a Rule 10b5-1 trading plan, indicating a pre-arranged transaction.
• Following the sale, Mr. Petrie directly beneficially owns 72,029 Series C Depositary Shares.
• He also directly owns 1,919,428 shares of Common Stock, which includes 58,203 unvested restricted stock units.
• Indirect beneficial ownership of Common Stock totals 8,296,164 shares through his spouse and various trusts.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly cautious. While the sale by the Chairman and CEO could be viewed with slight concern, the transaction was conducted under a Rule 10b5-1 plan, which mitigates the implication of immediate negative sentiment. The amount sold is also relatively small compared to the executive's total beneficial ownership.

Positives

• The transaction was conducted under a Rule 10b5-1 plan, which suggests the sale was pre-scheduled and not based on immediate, non-public information.

Negatives

• An insider sale by the Chairman and CEO, even if pre-arranged, could be perceived with slight caution by investors, potentially signaling a desire for diversification or personal liquidity rather than a strong belief in immediate share price appreciation.

Future Outlook

The filing indicates future vesting events for 58,203 restricted stock units, scheduled for February 1, 2026, February 1, 2027, and February 1, 2028.

Industry Context

This filing is a routine insider transaction report for a financial institution. Insider sales, often for personal financial planning or diversification, are common across all industries and are typically reported via Form 4 to ensure transparency.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of Common Stock is reported through the reporting person's spouse and various family trusts (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, The Petrie Grandchildren Trust) where the spouse acts as a trustee.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the Rule 10b5-1 plan mitigates immediate concerns. The relatively small size of the sale compared to total holdings suggests minimal direct impact on overall shareholder confidence.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific insider transaction is indicated.

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

Keywords

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