United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2021
Merchants Bancorp
(Exact Name of Registrant as Specified in its Charter)
| Indiana | | 001-38258 | | 20-5747400 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
410 Monon Boulevard
Carmel, Indiana 46032
(Address of Principal Executive Offices) (Zip Code)
(317) 569-7420
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common Stock, without par value | MBIN | NASDAQ |
| Series A Preferred Stock, without par value | MBINP | NASDAQ |
| Depositary Shares, each representing a 1/40th interest in a share of Series B Preferred Stock, without par value | MBINO | NASDAQ |
| Depositary Shares, each representing a 1/40th interest in a share of Series C Preferred Stock, without par value | MBINN | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On November 17, 2021, the Company issued a press release announcing that the Company’s Board of Directors declared the following quarterly cash dividends:
| · | $0.09 per share on the Company’s outstanding shares of its common stock; |
| · | $0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock; |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock; and |
| · | $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series C preferred stock. |
Each of the dividends are payable on January 3, 2022 to shareholders of record on December 15, 2021.
In the same press release the Company also announced that its Board of Directors approved a 3-for-2 split of its common stock. Shareholders of record on January 3, 2022 will receive one additional share of Merchants Bancorp common stock for every two shares of common stock owned. These additional shares will be distributed beginning January 17, 2022. Cash will be distributed in lieu of fractional shares based on the closing price of the Company’s common stock on Nasdaq on January 3, 2022.
The press release announcing the declaration of dividends and approval of the stock split has been attached as Exhibit 99.1 to this Current Report on Form 8-K.
Additionally, on November 17, 2021, the Company issued a press release that the Company’s Board of Directors has approved a renewal and increase of its stock repurchase program authorizing the repurchase of up to $75 million of its outstanding common stock from time to time. The program is scheduled to expire on December 31, 2023. The program does not obligate the Company to repurchase any shares of its common stock and may be modified, suspended, or discontinued at any time at the discretion of the Company’s Board of Directors.
The press release announcing the renewal and increase of the stock repurchase program has been attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MERCHANTS BANCORP |
| | | |
| | | |
| Date: November 17, 2021 | By: | /s/ Terry Oznick |
| | | Name: Terry Oznick |
| | | Title: General Counsel |
