Randall D. Rogers & Family Group Hold 6.9% of Merchants Bancorp

TL;DR

**Randall D. Rogers and family still own 6.9% of Merchants Bancorp, a notable insider stake.**

AI Summary

Randall D. Rogers and his family group, including Carey Rogers Kulongoski, Katherine H. Rogers, and Mary H. Rogers, filed an amended SC 13G/A on February 6, 2024, indicating their beneficial ownership of 2,964,729 shares of Merchants Bancorp common stock as of December 31, 2023. This represents 6.9% of the company's outstanding shares, a decrease from previous filings. This matters to investors because it shows a significant insider, Randall D. Rogers, still holds a substantial stake, but the amendment suggests a change in their collective ownership percentage, which could signal a shift in their investment strategy or a dilution of their stake due to new share issuances.

Why It Matters

This filing confirms a key insider, Randall D. Rogers, and his family group maintain a significant ownership stake in Merchants Bancorp, which can influence corporate governance and strategic decisions. A change in their reported percentage, even if due to dilution, is important for investors to track.

Risk Assessment

Risk Level: low — This filing is an amendment to a passive ownership report, indicating no immediate high-risk actions or significant changes in control.

Analyst Insight

Investors should note that a significant insider group maintains a substantial stake, which can be a positive signal of confidence. However, any future changes in their reported percentage should be monitored for potential shifts in their investment thesis or company-specific events like share issuances.

Key Numbers

• 2,964,729 — Shares Beneficially Owned (Represents the aggregate amount of Merchants Bancorp common stock owned by Randall D. Rogers and his group.)
• 6.9% — Percent of Class (The percentage of Merchants Bancorp's common stock beneficially owned by Randall D. Rogers and his group as of December 31, 2023.)
• December 31, 2023 — Date of Event (The date as of which the ownership information in the filing is reported.)

Key Players & Entities

• Randall D. Rogers (person) — reporting person and group member
• Merchants Bancorp (company) — issuer of the securities
• Carey Rogers Kulongoski (person) — group member
• Katherine H. Rogers (person) — group member
• Mary H. Rogers (person) — group member
• 2,964,729 (dollar_amount) — number of shares beneficially owned

Forward-Looking Statements

• The Rogers family group will likely maintain a significant, albeit potentially fluctuating, ownership stake in Merchants Bancorp. (Rogers family group) — high confidence, target: Next 12-24 months
• Randall D. Rogers will continue to have influence over Merchants Bancorp's strategic direction due to his substantial ownership. (Randall D. Rogers) — medium confidence, target: Ongoing

FAQ

Filing Documents

• tm245224d1_sc13ga.htm (SC 13G/A) — 121KB
• 0001104659-24-011093.txt ( ) — 123KB

Ownership

Item 4. Ownership 1. Randall D. Rogers (a) Amount Beneficially Owned: 2,964,729 (b) Percent of Class: 6.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,964,729 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,964,729 2. Mary H. Rogers (a) Amount Beneficially Owned: 2,964,729 (b) Percent of Class: 6.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,964,729 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,964,729 Page 8 of 10 3. Katherine H. Rogers (a) Amount Beneficially Owned: 2,594,524 (b) Percent of Class: 6.0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,594,524 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,594,524 (iv) Shared power to dispose or to direct the disposition of: 0 4. Carey Rogers Kulongoski (a) Amount Beneficially Owned: 2,759,402 (b) Percent of Class: 6.4% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,759,402 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,759,402 (iv) Shared power to dispose or to direct the disposition of: 0 5. Randall D. Rogers, Jr. (a) Amount Beneficially Owned: 3,798,101 (b) Percent of Class: 8.8% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 3,798,101 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,798,101 (iv) Shared power to dispose or to di

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following . N/A

Ownership of more than Five Percent on Behalf of Another Person

Item 6. Ownership of more than Five Percent on Behalf of Another Person. N/A Page 9 of 10

Identification and classification of the subsidiary which acquired the security being reported on by

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. N/A

Identification and classification of members of the group

Item 8. Identification and classification of members of the group. N/A

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. N/A

Certifications

Item 10. Certifications. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 2024 /s/ Randall D. Rogers Randall D. Rogers /s/ Mary H. Rogers Mary H. Rogers /s/ Katherine H. Rogers Katherine H. Rogers /s/ Carey Rogers Kulongoski Carey Rogers Kulongoski /s/ Randall D. Rogers, Jr. Randall D. Rogers, Jr. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Page 10 of 10

View Full Filing

View this SC 13G/A filing on SEC EDGAR