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 26, 2024
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 |
| 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 |
| Depositary Shares, each representing a 1/40th interest in a share of Series D Preferred Stock, without par value | MBINM | NASDAQ |
| Depositary Shares, each representing a 1/40th interest in a share of Series E Preferred Stock, without par value | MBINL | 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 26, 2024, Merchants Bancorp (the “Company”) announced and provided notice to holders of its 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”) that on January 2, 2025, the Company will redeem all outstanding shares of Series B Preferred Stock at the liquidation preference of $25.00 per share.
Also on November 26, 2024, the Company announced that its Board of Directors declared an initial quarterly cash dividend of $7.84 per share (equivalent to $0.196 per depositary share) on the Company’s outstanding shares of 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock (“Series E Preferred Stock”) that were issued on November 25, 2024. The dividends are payable on January 2, 2025 to shareholders of record on December 13, 2024.
A press release announcing both the Series B Preferred Stock redemption and the initial dividend on the Series E Preferred Stock is attached as Exhibit 99.1 and is incorporated herein by reference.
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 26, 2024 | By: | /s/ Terry Oznick |
| | | Name: | Terry Oznick |
| | | Title: | General Counsel and Secretary |
