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): December 4, 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) |
| | |
| ¨ | 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 20, 2024, the Company filed a Form 8-K announcing that the Company’s Board of Directors declared quarterly dividends, including a dividend of $23.56 per share (equivalent to $0.59 per depositary share) on its outstanding shares of Series B preferred stock. However, as of October 1, 2024 the Series B preferred stock’s dividend rate moved from its fixed rate period to its floating rate period and the day count method used to calculate dividends for each quarter also changed. Therefore, the Company’s Board of Directors is correcting such dividend to be $24.35 for each issued and outstanding share of Series B preferred stock (equivalent to $0.60875 per depositary share). Such dividend will remain payable on January 2, 2025 to shareholders of record on December 13, 2024. Additionally, as announced by the Company on November 26, 2024, the Series B preferred stock will still be redeemed on January 2, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. |
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: December 4, 2024 | By: | /s/ Terry Oznick |
| | | Name: Terry Oznick |
| | | Title: General Counsel and Secretary |
