Merchants Bancorp Files 8-K on Security Holder Rights

TL;DR

MERCH filed 8-K, changes to security holder rights and bylaws incoming.

AI Summary

Merchants Bancorp filed an 8-K on November 25, 2024, reporting events as of November 22, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists other events and financial statements/exhibits.

Why It Matters

This filing signals potential changes affecting the rights of Merchants Bancorp's security holders and updates its corporate governance documents.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Merchants Bancorp (company) — Registrant
• Indiana (location) — State of Incorporation
• November 22, 2024 (date) — Date of earliest event reported
• November 25, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $1,000 — ock"), with a liquidation preference of $1,000 per share of Series E Preferred Stock (
• $25 — Series E Preferred Stock (equivalent to $25 per Depositary Share), which represents
• $230,000,000 — per Depositary Share), which represents $230,000,000 in aggregate liquidation preference. Th

Filing Documents

• tm2429247d2_8k.htm (8-K) — 46KB
• tm2429247d2_ex4-1.htm (EX-4.1) — 161KB
• tm2429247d2_ex5-1.htm (EX-5.1) — 11KB
• tm2429247d2_ex99-1.htm (EX-99.1) — 7KB
• tm2429247d2_ex5-1img001.jpg (GRAPHIC) — 7KB
• tm2429247d2_ex5-1img002.jpg (GRAPHIC) — 19KB
• tm2429247d2_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-122594.txt ( ) — 548KB
• mbin-20241122.xsd (EX-101.SCH) — 3KB
• mbin-20241122_def.xml (EX-101.DEF) — 28KB
• mbin-20241122_lab.xml (EX-101.LAB) — 38KB
• mbin-20241122_pre.xml (EX-101.PRE) — 26KB
• tm2429247d2_8k_htm.xml (XML) — 9KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders On November 25, 2024, Merchants Bancorp ("Merchants") issued an aggregate of 9,200,000 depositary shares (the "Depositary Shares"), each representing a 1/40th interest in a share of Merchants' 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock, without par value (the "Series E Preferred Stock"), with a liquidation preference of $1,000 per share of Series E Preferred Stock (equivalent to $25 per Depositary Share), which represents $230,000,000 in aggregate liquidation preference. The Depositary Shares are represented by depositary receipts (the "Depositary Receipts"). Under the terms of the Series E Preferred Stock, the ability of Merchants to declare or pay any dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series E Preferred Stock, including the 8% Non-Cumulative, Perpetual Preferred Stock, without par value, liquidation preference $1,000 per share; the 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, without par value, liquidation preference $1,000 per share (equivalent to $25 per depositary share); the 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock, without par value, liquidation preference $1,000 per share (equivalent to $25 per depositary share); and the 8.25% Fixed Rate Reset Series D Non-Cumulative Preferred Stock (equivalent to $25 per depositary share) will be subject to restrictions in the event that Merchants does not declare dividends on the Series E Preferred Stock for the most recently completed dividend period. The terms of the Series E Preferred Stock are more fully described in the Articles of Amendment, filed on November 25, 2024 with the Secretary of State of Indiana (the "Articles of Amendment"). The Articles of Amendment establish the authorized number of shares

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the issuance of the Series E Preferred Stock and the offer and sale of the Depositary Shares, on November 22, 2024, Merchants filed the Articles of Amendment with the Secretary of State of Indiana, establishing the authorized number of shares of Series E Preferred Stock as 230,000 and providing for the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions related to the Series E Preferred Stock. The Articles of Amendment became effective with the Secretary of State of Indiana on November 25, 2024. The foregoing description is qualified in its entirety by reference to the Articles of Amendment, a copy of which is included as Exhibit 3.2 to the Merchants Bancorp Registration Statement on Form 8-A and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events On November 25, 2024, Merchants completed the issuance and sale of 9,200,000 Depositary Shares pursuant to an Underwriting Agreement, dated November 18, 2024, between Merchants, Morgan Stanley & Co. LLC, UBS Securities LLC, Piper Sandler & Co., and Raymond James & Associates Inc. The sale of the Depositary Shares was made pursuant to Merchants' Registration Statement on Form S-3 (File No. 333-266672). The legal opinion as to the legality of the Depositary Shares and the Series E Preferred Stock is included as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference herein. On November 25, 2024, Merchants issued a press release announcing the closing of the offering. The press release is included Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 1.1 Underwriting Agreement, dated November 18, 2024 (incorporated herein by reference to Exhibit 1.1 to the Merchants Bancorp Current Report on Form 8-K filed on November 20, 2024). E xhibit 3.2 Articles of Amendment designating the 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Merchants Bancorp Registration Statement on Form 8-A filed on November 25, 2024 ). Exhibit 4.1 Deposit Agreement, dated as of November 25, 2024, by and among Merchants Bancorp, Computershare, Inc. and Computershare Trust Company, N.A., and the holders from time to time of Depositary Receipts described therein. Exhibit 4.2 Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1). Exhibit 5.1 Opinion of Krieg DeVault LLP regarding legality of the Depositary Shares and Series D Preferred Stock. E xhibit 23.1 Consent of Krieg DeVault LLP (included in Exhibit 5.1). Exhibit 99.1 Press Release dated November 25, 2024 issued by Merchants Bancorp. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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: November 25, 2024 By: /s/ Terry A. Oznick Name: Terry A. Oznick Title: Senior Vice President and General Counsel [ Signature Page of Form 8-K]

View Full Filing

View this 8-K filing on SEC EDGAR