Form 8-K

8-K — Merchants Bancorp

Accession: 0001104659-26-050319

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001629019

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2612857d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612857d1_ex99-1.htm)

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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): April 28, 2026

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))

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 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).

Emerging growth company

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 2.02. Results of Operations and Financial Condition.

On April 28, 2026, Merchants Bancorp issued a press release reporting

its financial results for the first quarter of 2026. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein

by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated April 28, 2026 issued by Merchants Bancorp.

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: April 28, 2026

By:

/s/ Terry Oznick

Name: Terry Oznick

Title: General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612857d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

PRESS RELEASE

Merchants Bancorp Reports First Quarter 2026 Results

For Release April 28, 2026

· First quarter 2026 net income of $67.7 million, increased $9.5 million, or 16%, compared to first quarter of 2025 and was relatively

stable compared to the fourth quarter 2025.

· First quarter 2026 diluted earnings per common share of $1.25 increased 34% compared to the first quarter of 2025 and decreased 2%

compared to the fourth quarter of 2025.

· Total assets of $20.3 billion reflected the highest level ever reported by the Company, increasing 8% compared to March 31, 2025

and 4% compared to December 31, 2025.

· Tangible book value per common share reached a new record level of $38.55, increasing 10% from $34.90 at March 31, 2025, and

3% from $37.51 at December 31, 2025.

· Asset quality continued to stabilize, as criticized loans receivable of $505.5 million decreased by 31% from March 31, 2025,

and 1% from December 31, 2025.

· Capital ratios have remained elevated, with a total capital ratio of 12.8%, reflecting the Company’s continued emphasis on financial

strength and balance sheet resilience.

· Liquidity remained strong, with $11.1 billion, or 55% of total assets, comprising of unused borrowing capacity of $3.9 billion through

the Federal Home Loan Bank and the Federal Reserve Discount Window, as well as cash and cash equivalents, short-term

investments (including interest-earning demand deposits), mortgage loans

in process of securitization, loans held for sale, and warehouse lines of credit included in loans receivable.

· Loans receivable, net of allowance for credit losses, totaled $11.4 billion, increasing $1.1 billion, or 10%, from March 31,

2025, and $448.5 million, or 4%, from December 31, 2025.

· Total deposits of $13.0 billion increased 4% from March 31, 2025 and remained relatively flat compared to December 31, 2025.

Core deposits of $12.1 billion increased $781.4 million, or 7% during the quarter, while brokered deposits declined $870.8 million, or

50%, to $886.5 million. Core deposits now represent 93% of total deposits.

· The Company repurchased 73,164 shares of common stock for $3.0 million, pursuant to its previously authorized share repurchase program.

· During the quarter, the Company’s Memorandum of Understanding from mid-2025 with the FDIC and IDFI was terminated, following

progress made by management in addressing the MOU provisions.

CARMEL, Indiana – (PR Newswire) - Merchants Bancorp

(the “Company” or “Merchants”) (Nasdaq: MBIN), parent company of Merchants Bank, today reported first quarter

2026 net income of $67.7 million, or diluted earnings per common share of $1.25. This compared to $58.2 million, or diluted earnings per

common share of $0.93 in the first quarter of 2025, and compared to $67.8 million, or diluted earnings per common share of $1.28 in the

fourth quarter of 2025.

“Achieving record-high assets of $20.3 billion and a record

tangible book value of $38.55 per share in the same quarter underscores the strength of our balance sheet and the momentum we are building.

Just as important, asset quality continues to stabilize, positioning us exceptionally well as we move forward with confidence,"

said Michael F. Petrie, Chairman and CEO of Merchants.

Michael J. Dunlap, President and Chief Operating Officer of Merchants,

added, "Our results during the quarter reflected the dedication and resilience of our team. Our people remain accountable, collaborative,

and disciplined in their work, reinforcing the culture that defines our organization while supporting the continued execution of our strategic

plan."

Net income for the first quarter of 2026 was $67.7 million, representing

an increase of $9.5 million, or 16%, compared to the first quarter of 2025. The improvement was primarily attributable to a $22.9 million,

or 97%, increase in noninterest income driven principally by higher positive fair value adjustments to mortgage servicing rights and certain

derivatives. Net income also benefited from a $6.5 million, or 5%, increase in net interest income. These increases were partially offset

by a $14.0 million, or 23%, increase in noninterest expense and a $7.6 million increase in the provision for credit losses.

Net income of $67.7 million for the first quarter of 2026 remained

relatively consistent with the fourth quarter of 2025. Results reflected a $12.5 million, or 45%, decrease in the provision for credit

losses and an $8.0 million, or 10%, decrease in noninterest expense, primarily attributable to lower costs associated with credit risk

transfer premiums and salaries and employee benefits. These increases to net income were offset by a $9.4 million, or 7%, decrease in

net interest income, and a $10.5 million, or 175%, increase in the provision for income taxes, reflecting lower utilization of tax credits

compared to the prior quarter. While noninterest income was relatively flat during the quarter, a $12.2 million decrease in gain on sale

of loans was nearly offset by the $10.9 million increase in loan servicing fees that reflected higher fair market value adjustments for

mortgage servicing rights.

Page | 2

Total Assets

Total assets were $20.3 billion at March 31, 2026, increasing

$1.5 billion, or 8%, compared to March 31, 2025, and $872.8 million, or 4%, compared to December 31, 2025. The increases for

both periods were primarily due to higher balances in the multi-family and warehouse portfolios, including those held for sale and held

for investment. These were partially offset by lower balances in the healthcare loan portfolio.

Asset Quality

The allowance for credit losses on loans of $76.8 million, as of March 31,

2026, decreased by $6.6 million, or 8%, compared to March 31, 2025, and $6.5 million, or 8%, compared to December 31, 2025.

The decreases for both periods were primarily attributable to charge-offs on loans with specific reserves.

During the first quarter of 2026, the Company recorded charge-offs

across seven relationships, primarily in the healthcare and multi-family loan portfolios, totaling $23.0 million, and had $616,000 in

recoveries. Nearly 75% of the charge-offs in the first quarter of 2026 were associated with two loan relationships. This compares to $10.5

million in charge-offs and $28,000 in recoveries during the first quarter of 2025 and $38.0 million in charge-offs and $76,000 in recoveries

in the fourth quarter of 2025.

The increases to provision for credit losses for the last several quarters

were largely associated with declines on certain multi-family property values after receiving new appraisals and the ongoing investigation

of borrowers involved in mortgage fraud or suspected fraud, as well as loan growth. The increases were also attributable to certain types

of subordinated loans that the Company no longer offers to borrowers. These underperforming loans have been largely identified and evaluated

for potential losses that have either been included in the allowance for credit losses on loans as specific reserves or charged off.

Overall, criticized loans receivable of $505.5 million declined by

$226.0 million, or 31%, compared to March 31, 2025, and declined by $2.7 million, or 1% compared to December 31, 2025. This

decline reinforces the view that the frequency of migration to criticized status would stabilize and eventually subside, driven by favorable

market conditions and the Company’s efforts with proactive portfolio management. As of March 31, 2026, 6% of the criticized

loans were covered by credit default swaps.

As of March 31, 2026, all substandard loans have been

evaluated for impairment, and these loans have specific reserves of $11.7 million. The Company believes that the remaining loan

portfolio remains well collateralized. Non-performing loans increased $50.0 million, or 25%, during the quarter, primarily

attributable to four relationships in the multi-family portfolio. As of March 31, 2026, non-performing loans were $247.5

million, or 2.16% of loans receivable, compared to $284.6 million, or 2.73%, as of March 31, 2025, and $197.8 million, or

1.79%, as of December 31, 2025.

Page | 3

Total delinquent loans declined 28%, from $334.7 million as of March 31,

2025, to $242.5 million as of March 31, 2026 and increased 17% from December 31, 2025. As of March 31, 2026, 11% of the

delinquent loans were covered by credit default swaps.

The Company has been making additional efforts to reduce its credit

risk through loan sale and securitization activities since 2019. Since 2023, the Company has strategically executed credit protection

arrangements through credit default swaps and a credit-linked note to reduce risk of losses, with coverage ranging from 13-15% of the

unpaid principal balances for each arrangement. Despite having credit protection on these loans, the Company is required to carry an allowance

for credit losses on loans held for investment. As of March 31, 2026, the credit- linked note was repaid in full and the remaining

balance of loans protected by credit default swaps was $2.5 billion.

Total Deposits

Total deposits of $13.0 billion at March 31, 2026 increased by

$545.6 million, or 4%, compared to March 31, 2025, and remained relatively unchanged compared to December 31, 2025. The increase

compared to March 31, 2025 primarily reflects the growth in core deposits.

Core deposits of $12.1 billion at March 31, 2026 reflected increases

of $1.4 billion, or 13%, from March 31, 2025 and $781.4 million, or 7%, from December 31, 2025. Core deposits represented 93%

of total deposits at March 31, 2026, 86% of total deposits at March 31, 2025, and 87% of total deposits at December 31,

2025.

Brokered deposits of $886.5 million at March 31, 2026 decreased

$831.9 million, or 48%, from March 31, 2025 and $870.8 million, or 50%, from December 31, 2025. As of March 31, 2026, brokered

certificates of deposit had a weighted average remaining duration of 88 days.

Liquidity

The Company maintains exceptional liquidity, supported by substantial

borrowing capacity, including unused lines of credit totaling $3.9 billion as of March 31, 2026, compared to $4.7 billion at March 31,

2025 and $5.3 billion at December 31, 2025.

The Company’s most liquid assets are in cash and cash equivalents,

short-term investments, including interest-earning demand deposits, mortgage loans in process of securitization, loans held for sale,

and warehouse lines of credit included in loans receivable. Combined with unused borrowing capacity of $3.9 billion, these totaled $11.1

billion, or 55%, of its $20.3 billion total assets as of March 31, 2026.

Page | 4

This liquidity position provides the Company with flexibility to manage

funding costs, interest expense, and asset levels. In addition, the Company’s business model is designed to continuously sell or

securitize a significant portion of its loans, which provides flexibility in managing its liquidity.

Comparison of Operating Results for the Three

Months Ended

March 31, 2026 and 2025

Net Interest Income of $128.6 million increased $6.5 million,

or 5%, reflecting lower interest expense on certificates of deposits and borrowings, partially offset by higher interest expense on interest-bearing

checking accounts and lower interest income on loans and loans held for sale.

· Net interest margin of 2.92% increased three basis points compared to 2.89%.

· Interest rate spread of 2.50% increased 12 basis points compared to 2.38%.

Interest Income of $270.5 million decreased $16.7 million, or

6%, compared to $287.2 million. The decrease was primarily attributable to lower average yields on higher average balances on loans and

loans held for sale, as well as lower average yields on lower average balances on securities held to maturity.

· Average yields on loans and loans held for sale of 6.34% decreased 72 basis points compared to 7.06%.

· Average balances of $14.7 billion for loans and loans held for sale increased by $990.1 million, or 7%, compared to $13.8 billion.

· Average yields on securities held to maturity of 5.29% decreased 72 basis points compared to 6.01%.

· Average balances of $1.5 billion for securities held to maturity decreased by $150.5 million, or 9%, compared to $1.6 billion.

Interest Expense of $141.9 million decreased $23.1 million,

or 14%, compared to $165.0 million. The decrease reflected lower average balances at lower average rates on certificates of deposit, and

lower average rates on borrowings, which were partially offset by higher average balances at lower average rates on interest-bearing checking

accounts.

· Average balances of $1.6 billion for certificates of deposit decreased by $1.8 billion, or 54%, compared to $3.4 billion.

· Average interest rates of 3.92% for certificates of deposit decreased by 75 basis points compared to 4.67%.

· Average interest rates of 4.14% for borrowings decreased by 119 basis points compared to 5.33%.

Page | 5

· Average balances on interest-bearing checking accounts of $7.2 billion increased by $2.1 billion, or 41%, compared to $5.1 billion.

· Average interest rates of 3.42% for interest-bearing checking accounts decreased by 59 basis points compared to 4.01%.

Noninterest Income of $46.6 million increased $22.9 million,

or 97%, compared to $23.7 million. The $22.9 million increase reflected an $11.1 million, or 277%, increase in loan servicing fees, a

$10.1 million, or 319% increase in other noninterest income, and a $1.9 million, or 16%, increase in gain on sale of loans.

· Loan servicing fees included an $8.9 million positive fair market value adjustment to servicing rights, with a $1.6 million positive

adjustment in the Banking segment and a $7.4 positive adjustment in the Multi-family Mortgage Banking segment. This is compared to a $754,000

negative fair market value adjustment to servicing rights in the prior period with a $1.2 million negative adjustment in the Banking segment

and a $449,000 positive adjustment in the Multi-family Mortgage Banking segment. The value of servicing rights generally increases in

rising 10-year interest rate environments and declines in falling interest rate environments due to expected prepayments and earning rates

that are influenced by projected future interest rates on escrow deposits.

· Other income included a $2.7 million positive fair market value adjustment to floor derivatives, reflected in the Warehouse segment,

compared to a $2.3 million negative fair market value adjustment in the prior period.

Noninterest Expense of $75.6 million increased $14.0 million,

or 23%, primarily due to a $7.5 million increase in other noninterest expense that included $3.1 million in collateral preservation expenses

associated with taxes, insurance, property expenses, and legal fees related to nonperforming assets. The increase also reflects a $2.1

million, or 6%, increase in salaries and employee benefits to support business growth, a $1.9 million increase in credit risk transfer

premium expense associated with credit default swaps, as well as $1.2 million, or 16%, increase in deposit insurance expense primarily

associated with asset quality.

Comparison of Operating Results for the Three

Months Ended

March 31, 2026 and December 31,

2025

Net Interest Income of $128.6 million decreased $9.4 million,

or 7%, reflecting lower interest income on loans and loans held for sale, partially offset by lower interest expense on deposits and borrowing.

· Net interest margin of 2.92% increased three basis points compared to 2.89%.

· Interest rate spread of 2.50% increased six basis points compared to 2.44%.

Page | 6

Interest Income of $270.5 million decreased $37.0 million, or

12%, compared to $307.5 million, primarily reflecting lower average yields on lower average balances on loans and loans held for sale.

· Average yields on loans and loans held for sale of 6.34% decreased 32 basis points compared to 6.66%.

· Average balances of $14.7 billion for loans and loans held for sale decreased 4% compared to $15.4 billion.

Interest Expense of $141.9 million decreased $27.5 million,

or 16% compared to $169.4 million. The decrease was primarily driven by lower average rates on lower average balances on interest-bearing

checking accounts and borrowings.

· Average interest rates on interest-bearing checking accounts of 3.42% decreased by 31 basis points compared to 3.73%.

· Average balances of $7.2 billion for interest-bearing checking accounts decreased $426.1 million, or 6%, compared to $7.6 billion.

· Average interest rates on borrowings of 4.14% decreased by 74 basis points compared to 4.88%.

· Average balances of $3.1 billion for borrowings decreased $368.5 million, or 11%, compared to $3.5 billion.

Noninterest Income of $46.6 million declined slightly compared

to $47.2 million. Results reflected a $12.2 million, or 48%, decrease in gain on sale of loans and a $2.6 million, or 45%, decrease in

syndication and asset management fees. This was partially offset by a $10.9 million, or 257%, increase in loan servicing fees and a $3.5

million, or 36%, increase in other income.

· Gain on sale of loans decreased $12.2 million, or 48%, primarily due to higher 10-year interest rates, which delayed borrower decisions

to transition to permanent fixed-rate loans. This impact was partially offset by the increase in the fair value adjustments of mortgage

servicing rights and floor derivatives as detailed below.

· Loan servicing fees included an $8.9 million positive fair market value adjustment to servicing rights, with a $1.6 million positive

adjustment in the Banking segment and a $7.4 million positive adjustment in the Multi-family Mortgage Banking segment. This compared to

a $179,000 negative fair market value adjustment to servicing rights in the prior period, with a $275,000 negative adjustment in the Banking

segment and a $96,000 positive adjustment in the Multi-family Mortgage Banking segment. The value of servicing rights generally increases

in rising 10-year interest rate environments and declines in falling interest rate environments due to expected prepayments and earning

rates that are influenced by projected future interest rates on escrow deposits.

Page | 7

· Other income included a $2.7 million positive fair market value adjustment to floor derivatives, reflected in the Warehouse segment,

compared to a $4.2 million positive fair market value adjustment to derivatives in the prior period. The prior quarter also reflected

an impairment of $4.1 million for an investment in a joint venture that was not repeated in the first quarter 2026.

Noninterest Expense of $75.6 million decreased $8.0 million,

or 10%, compared to $83.6 million, primarily due to a $3.8 million, or 9%, decrease in salaries and employee benefits that reflected lower

commissions on lower noninterest income, a $2.4 million, or 30%, decrease in credit risk transfer premium expense associated with credit

default swaps, and a $1.4 million, or 10%, decrease in other expenses.

Page | 8

About Merchants Bancorp

Merchants Bancorp is a diversified bank holding company headquartered

in Carmel, Indiana operating multiple segments, including Multi-family Mortgage Banking that primarily offers multi-family housing

and healthcare facility financing and servicing (through this segment it also serves as a syndicator of low-income housing tax credit

and debt funds); Mortgage Warehousing that offers mortgage warehouse financing, commercial loans, and deposit services; and Banking that

offers retail and correspondent residential mortgage banking, agricultural lending, and traditional community banking. Merchants Bancorp,

with $20.3 billion in assets and $13.0 billion in deposits as of March 31, 2026, conducts its business primarily through its direct

and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Merchants Capital Investments, LLC, Merchants Capital

Servicing, LLC, Merchants Investment Partners, LLC, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information

and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbancorp.com.

Forward-Looking Statements

This press release contains forward-looking statements which reflect

management’s current views with respect to, among other things, future events and financial performance. These statements are often,

but not always, made through the use of words or phrases such as "may," "might," "should," "could,"

"predict," "potential," "believe," "expect," "continue," "will," "anticipate,"

"seek," "estimate," "intend," "plan," "projection," "goal," "target,"

"outlook," "aim," "would," "annualized" and "outlook," or the negative version of those

words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical

facts, and are based on current expectations, estimates and projections about the industry, management's beliefs and certain assumptions

made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, management cautions

that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and

uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements

are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking

statements. A number of important factors could cause actual results to differ materially from those indicated in these forward-looking

statements, including the impacts of factors identified in "Risk Factors" or "Management's Discussion and Analysis of Financial

Condition and Results of Operations" in the Company’s Annual Report on Form 10-K and other periodic filings with the Securities

and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company

does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence

of unanticipated events, or otherwise.

MEDIA CONTACT: REBECCA MARSH

Merchants Bancorp

Phone: (317) 805-4356

Email: rmarsh@bankmerchants.com

INVESTOR CONTACT: TAMI DURLE

Merchants Bancorp

Phone: (317) 324-4556

Email: tdurle@bankmerchants.com

Page | 9

Consolidated

Balance Sheets

(Unaudited)

(In

thousands, except share data)

March 31,

December 31,

September 30,

June 30,

March 31,

2026

2025

Assets

Cash and due from banks

$ 19,642

$ 15,844

$ 11,566

$ 15,419

$ 15,609

Interest-earning demand accounts

63,573

196,358

586,470

631,746

505,687

Cash and cash equivalents

83,215

212,202

598,036

647,165

521,296

Securities purchased under agreements to resell

1,511

1,520

1,529

1,539

1,550

Mortgage loans in process of securitization

437,001

620,094

414,786

402,427

389,797

Securities available for sale (includes $550,207, $571,314, $591,379, $602,962 and $626,271 at fair value)

843,896

865,058

885,070

936,343

961,183

Securities held to maturity (fair value of $1,426,444, $1,543,554, $1,670,306, $1,547,525 and $1,605,151)

1,425,982

1,543,659

1,670,555

1,548,211

1,606,286

Federal Home Loan Bank (FHLB) stock and other equity securities

227,589

217,850

Loans held for sale (includes $163,426, $76,980, $112,832, $91,930 and $75,920 at fair value)

4,709,688

3,873,012

4,129,329

4,105,765

3,983,452

Loans receivable (includes $46,427, $47,318, $0, $0 and $0 at fair value), net of allowance for credit losses on loans of $76,831, $83,301, $93,330, $91,811 and $83,413

11,399,882

10,951,381

10,515,221

10,432,117

10,343,724

Premises and equipment, net

73,695

73,929

75,148

71,050

67,787

Servicing rights

229,576

217,296

213,156

193,037

189,711

Interest receivable

77,326

81,807

82,445

82,391

82,811

Goodwill

8,014

Other real estate owned

60,226

60,145

4,347

7,049

Other assets and receivables

744,181

713,237

539,161

488,246

417,290

Total assets

$ 20,321,782

$ 19,448,943

$ 19,354,647

$ 19,141,204

$ 18,797,800

Liabilities and Shareholders' Equity

Liabilities

Deposits

Noninterest-bearing

$ 501,864

$ 604,081

$ 399,814

$ 315,523

$ 313,296

Interest-bearing

12,449,889

12,437,111

13,534,891

12,371,312

12,092,869

Total deposits

12,951,753

13,041,192

13,934,705

12,686,835

12,406,165

Borrowings

4,773,490

3,842,592

2,902,631

4,009,474

4,001,744

Deferred and current tax liabilities, net

46,403

33,900

28,973

29,228

35,740

Other liabilities

219,833

250,500

262,904

231,035

193,416

Total liabilities

17,991,479

17,168,184

17,129,213

16,956,572

16,637,065

Commitments and Contingencies

Shareholders' Equity

Common stock, without par value

Authorized - 75,000,000 shares

Issued and outstanding - 45,935,408 shares, 45,893,172 shares, 45,889,238 shares, 45,885,458 shares and 45,881,706 shares

243,433

243,310

242,371

241,452

240,512

Preferred stock, without par value - 5,000,000 total shares authorized

6% Series C Preferred stock - $1,000 per share liquidation preference

Authorized - 200,000 shares

Issued and outstanding - 196,181 shares (equivalent to 7,847,233 depositary shares)

191,084

8.25% Series D Preferred stock - $1,000 per share liquidation preference

Authorized - 300,000 shares

Issued and outstanding - 142,500 shares (equivalent to 5,700,000 depositary shares)

137,459

7.625% Series E Preferred stock - $1,000 per share liquidation preference

Authorized - 230,000 shares

Issued and outstanding - 230,000 shares (equivalent to 9,200,000 depositary shares)

222,748

Retained earnings

1,536,383

1,486,191

1,431,983

1,392,136

1,369,009

Accumulated other comprehensive loss

(804 )

(33 )

(211 )

(247 )

(77 )

Total shareholders' equity

2,330,303

2,280,759

2,225,434

2,184,632

2,160,735

Total liabilities and shareholders' equity

$ 20,321,782

$ 19,448,943

$ 19,354,647

$ 19,141,204

$ 18,797,800

Page | 10

Consolidated Statement of Income

(Unaudited)

(In thousands, except share data)

Three Months Ended

Change

March 31,

December 31,

March 31,

1Q26

2026

2025

vs. 4Q25

vs. 1Q25

Interest Income

Loans

$ 230,269

$ 258,090

$ 239,280

-11 %

-4 %

Mortgage loans in process of securitization

4,387

6,719

3,743

-35 %

17 %

Investment securities:

Available for sale

9,942

11,178

12,358

-11 %

-20 %

Held to maturity

19,479

23,182

24,358

-16 %

-20 %

FHLB stock and other equity securities (dividends)

4,394

4,723

4,372

-7 %

1 %

Other

2,040

3,577

3,093

-43 %

-34 %

Total interest income

270,511

307,469

287,204

-12 %

-6 %

Interest Expense

Deposits

109,849

126,288

123,941

-13 %

-11 %

Short-term borrowings

28,937

34,283

33,364

-16 %

-13 %

Long-term borrowings

3,077

8,812

7,703

-65 %

-60 %

Total interest expense

141,863

169,383

165,008

-16 %

-14 %

Net Interest Income

128,648

138,086

122,196

-7 %

5 %

Provision for credit losses

15,299

27,761

7,727

-45 %

98 %

Net Interest Income After Provision for Credit Losses

113,349

110,325

114,469

3 %

-1 %

Noninterest Income

Gain on sale of loans

13,506

25,730

11,619

-48 %

16 %

Loan servicing fees, net

15,099

4,235

4,010

257 %

277 %

Mortgage warehouse fees

1,620

1,801

1,513

-10 %

7 %

Syndication and asset management fees

3,117

5,680

3,389

-45 %

-8 %

Other income

13,257

9,755

3,162

36 %

319 %

Total noninterest income

46,599

47,201

23,693

-1 %

97 %

Noninterest Expense

Salaries and employee benefits

38,565

42,375

36,419

-9 %

6 %

Loan expense

1,185

1,004

798

18 %

48 %

Occupancy and equipment

3,081

3,382

2,351

-9 %

31 %

Professional fees

2,767

3,436

2,894

-19 %

-4 %

Deposit insurance expense

8,408

8,040

7,228

5 %

16 %

Technology expense

2,679

2,611

2,374

3 %

13 %

Credit risk transfer premium expense

5,764

8,198

3,862

-30 %

49 %

Other expense

13,193

14,596

5,738

-10 %

130 %

Total noninterest expense

75,642

83,642

61,664

-10 %

23 %

Income Before Income Taxes

84,306

73,884

76,498

14 %

10 %

Provision for income taxes

16,574

6,035

18,259

175 %

-9 %

Net Income

$ 67,732

$ 67,849

$ 58,239

—

16 %

Dividends on preferred stock

(10,265 )

(10,266 )

(10,265 )

—

Impact of preferred stock redemption

—

1,215

(5,371 )

-100 %

Net Income Available to Common Shareholders

$ 57,467

$ 58,798

$ 42,603

-2 %

35 %

Basic Earnings Per Share

$ 1.25

$ 1.28

$ 0.93

-2 %

34 %

Diluted Earnings Per Share

$ 1.25

$ 1.28

$ 0.93

-2 %

34 %

Weighted-Average Shares Outstanding

Basic

45,929,936

45,891,077

45,824,022

Diluted

45,997,744

45,976,153

45,914,083

Page | 11

Key Operating Results

(Unaudited)

($ in thousands, except share data)

Three Months Ended

Change

March 31,

December 31,

March 31,

1Q26

2026

2025

vs. 4Q25

vs. 1Q25

Noninterest expense

$ 75,642

$ 83,642

$ 61,664

-10 %

23 %

Net interest income (before provision for credit losses)

128,648

138,086

122,196

-7 %

5 %

Noninterest income

46,599

47,201

23,693

-1 %

97 %

Total income

$ 175,247

$ 185,287

$ 145,889

-5 %

20 %

Efficiency ratio

43.16 %

45.14 %

42.27 %

(198 )bps

89 bps

Average assets

$ 18,952,948

$ 19,815,940

$ 17,831,950

-4 %

6 %

Net income

67,732

67,849

58,239

—

16 %

Return on average assets before annualizing

0.36 %

0.34 %

0.33 %

Annualization factor

4.00

Return on average assets

1.43 %

1.37 %

1.31 %

6 bps

12 bps

Return on average tangible common shareholders' equity (1)

13.01 %

13.76 %

10.65 %

(75 )bps

236 bps

Tangible book value per common share (1)

$ 38.55

$ 37.51

$ 34.90

3 %

10 %

Tangible common shareholders' equity/tangible assets (1)

8.72 %

8.85 %

8.52 %

(13 )bps

20 bps

Consolidated ratios

Total capital/risk-weighted assets(2)

12.8 %

13.6 %

13.0 %

Tier I capital/risk-weighted assets(2)

12.3 %

13.1 %

12.4 %

Common Equity Tier I capital/risk-weighted assets(2)

9.4 %

9.9 %

9.2 %

Tier I capital/average assets(2)

12.3 %

11.5 %

12.1 %

(1) Non-GAAP

financial measure - see "Reconciliation of Non-GAAP Measures" below:

(2) As

defined by regulatory agencies; March 31, 2026 shown as estimates and prior periods shown as reported.

Certain non-GAAP financial measures provide useful information to management and investors that is supplementary to the Company's financial condition, results of operations and cash flows computed in accordance with GAAP; however, they do have a number of limitations. As such, the reader should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. A reconciliation of GAAP to non-GAAP financial measures is below. Net Income Available to Common Shareholders excludes preferred stock dividends. Tangible common shareholders' equity is calculated by excluding the balance of goodwill and other intangible assets and preferred stock from the calculation of total equity. Tangible Assets is calculated by excluding the balance of goodwill and intangible assets. Tangible book value per share is calculated by dividing tangible common shareholders' equity by the number of shares outstanding.

Three Months Ended

Change

March 31,

December 31,

March 31,

1Q26

2026

2025

vs. 4Q25

vs. 1Q25

Average shareholders' equity

$ 2,326,390

$ 2,268,832

$ 2,160,169

3 %

8 %

Less: average goodwill & intangibles

(8,048 )

(8,054 )

(8,070 )

—

Less: average preferred stock

(551,291 )

(552,633 )

—

Average tangible common shareholders' equity

$ 1,767,051

$ 1,709,487

$ 1,599,466

3 %

10 %

Annualization factor

4.00

Return on average tangible common shareholders' equity

13.01 %

13.76 %

10.65 %

(75 )bps

236 bps

Total equity

$ 2,330,303

$ 2,280,759

$ 2,160,735

2 %

8 %

Less: goodwill and intangibles

(8,045 )

(8,051 )

(8,068 )

—

Less: preferred stock

(551,291 )

—

Tangible common shareholders' equity

$ 1,770,967

$ 1,721,417

$ 1,601,376

3 %

11 %

Assets

$ 20,321,782

$ 19,448,943

$ 18,797,800

4 %

8 %

Less: goodwill and intangibles

(8,045 )

(8,051 )

(8,068 )

—

Tangible assets

$ 20,313,737

$ 19,440,892

$ 18,789,732

4 %

8 %

Ending common shares

45,935,408

45,893,172

45,881,706

Tangible book value per common share

$ 38.55

$ 37.51

$ 34.90

3 %

10 %

Tangible common shareholders' equity/tangible assets

8.72 %

8.85 %

8.52 %

(13 )bps

20 bps

Page | 12

Merchants Bancorp

Average Balance Analysis

($ in thousands)

(Unaudited)

Three

Months Ended

March 31,

2026

December 31,

2025

March 31,

2025

Average

Yield/

Average

Yield/

Average

Yield/

Balance

Interest

Rate

Balance

Interest

Rate

Balance

Interest

Rate

Assets:

Interest-earning deposits,

and other interest or dividends

$ 433,306

$ 6,434

6.02 %

$ 556,453

$ 8,300

5.92 %

$ 511,077

$ 7,465

5.92 %

Securities available for sale

856,846

9,942

4.71 %

870,949

11,178

5.09 %

961,065

12,358

5.21 %

Securities held to maturity

1,493,185

19,479

5.29 %

1,627,341

23,182

5.65 %

1,643,703

24,358

6.01 %

Mortgage loans in process of securitization

338,052

4,387

5.26 %

506,704

6,719

5.26 %

277,426

3,743

5.47 %

Loans and

loans held for sale

14,741,304

230,269

6.34 %

15,368,719

258,090

6.66 %

13,751,197

239,280

7.06 %

Total interest-earning assets

17,862,693

270,511

6.14 %

18,930,166

307,469

6.44 %

17,144,468

287,204

6.79 %

Allowance for credit losses on

loans

(85,226 )

(99,349 )

(86,711 )

Noninterest-earning

assets

1,175,481

985,123

774,193

Total assets

$ 18,952,948

$ 19,815,940

$ 17,831,950

Liabilities & Shareholders'

Equity:

Interest-bearing checking

$ 7,199,340

60,763

3.42 %

$ 7,625,489

71,599

3.73 %

$ 5,121,343

50,609

4.01 %

Money market /savings deposits

3,925,326

34,000

3.51 %

3,870,411

35,743

3.66 %

3,544,828

34,521

3.95 %

Certificates of deposit

1,562,186

15,086

3.92 %

1,818,058

18,946

4.13 %

3,369,269

38,811

4.67 %

Total interest-bearing deposits

12,686,852

109,849

3.51 %

13,313,958

126,288

3.76 %

12,035,440

123,941

4.18 %

Borrowings

3,137,379

32,014

4.14 %

3,505,903

43,095

4.88 %

3,125,935

41,067

5.33 %

Total interest-bearing liabilities

15,824,231

141,863

3.64 %

16,819,861

169,383

4.00 %

15,161,375

165,008

4.41 %

Noninterest-bearing deposits

560,176

492,650

294,248

Noninterest-bearing liabilities

242,151

234,597

216,158

Total liabilities

16,626,558

17,547,108

15,671,781

Shareholders'

equity

2,326,390

2,268,832

2,160,169

Total liabilities

and shareholders' equity

$ 18,952,948

$ 19,815,940

$ 17,831,950

Net

interest income

$ 128,648

$ 138,086

$ 122,196

Net

interest spread

2.50 %

2.44 %

2.38 %

Net

interest-earning assets

$ 2,038,462

$ 2,110,305

$ 1,983,093

Net

interest margin

2.92 %

2.89 %

Average

interest-earning assets to average interest-bearing liabilities

112.88 %

112.55 %

113.08 %

Page | 13

Supplemental Results

(Unaudited)

($ in thousands)

Net Income

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Segment

Multi-family Mortgage Banking

$ 11,014

$ 15,397

$ 3,413

Mortgage Warehousing

28,648

34,996

15,398

Banking

37,980

30,773

47,107

Other

(9,910 )

(13,317 )

(7,679 )

Total

$ 67,732

$ 67,849

$ 58,239

Total Assets

March 31, 2026

December 31, 2025

March 31, 2025

Amount

Segment

Multi-family Mortgage Banking

$ 522,976

3 %

$ 526,423

3 %

$ 460,441

3 %

Mortgage Warehousing

8,544,107

42 %

7,251,653

37 %

5,902,165

31 %

Banking

10,850,657

53 %

11,307,401

58 %

12,002,564

64 %

Other

404,042

2 %

363,466

2 %

432,630

2 %

Total

$ 20,321,782

100 %

$ 19,448,943

100 %

$ 18,797,800

100 %

Gain on Sale of Loans

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Loan Type

Multi-family

$ 11,422

$ 24,823

$ 10,125

Single-family

388

(328 )

206

Small Business Association (SBA)

1,696

1,235

1,288

Total

$ 13,506

$ 25,730

$ 11,619

Servicing Rights

Three Months Ended

March 31,

December 31,

March 31,

2026

2025

Balance, beginning of period

$ 217,296

$ 213,156

$ 189,935

Additions

Purchased servicing

125

1,554

—

Originated servicing

5,749

7,484

3,338

Subtractions

Paydowns

(2,532 )

(4,719 )

(2,808 )

Changes in fair value

8,938

(179 )

(754 )

Balance, end of period

$ 229,576

$ 217,296

$ 189,711

Page | 14

Supplemental Results

(Unaudited)

($ in thousands)

Loans Receivable and Loans Held for Sale

March 31,

December 31,

March 31,

2026

2025

Mortgage warehouse repurchase agreements (4)

$ 1,982,411

$ 1,600,285

$ 1,408,239

Residential real estate (1)

1,038,724

1,018,780

1,332,601

Multi-family financing

5,537,711

5,332,680

4,600,117

Healthcare financing

1,260,821

1,385,359

1,583,290

Commercial and commercial real estate (2)(3)(4)

1,560,788

1,603,551

1,418,741

Agricultural production and real estate

92,527

92,077

79,190

Consumer and margin loans

3,731

1,950

4,959

Loans receivable

11,476,713

11,034,682

10,427,137

Less: Allowance for credit losses on loans

76,831

83,301

83,413

Loans receivable, net

$ 11,399,882

$ 10,951,381

$ 10,343,724

Loans held for sale (4)

4,709,688

3,873,012

3,983,452

Total loans, net of allowance

$ 16,109,570

$ 14,824,393

$ 14,327,176

(1) Includes $0.8 billion, $0.8 billion and $1.2 billion of All-In-One © first-lien home equity lines of credit as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(2) Includes $0.9 billion, $0.9 billion and $0.8 billion of revolving lines of credit collateralized primarily by mortgage servicing rights as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(3) Includes only $19.7 million, $19.5 million and $19.5 million of non-owner occupied commercial real estate as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(4) The warehouse portfolio is exclusively made up of loans to residential and multi-family mortgage bankers that are funding agency-eligible mortgages and commercial loans, which represent all of the Company's loans to non-depository institutions.

Loan Credit Risk Profile

March 31, 2026

December 31, 2025

March 31, 2025

Amount

Pass

$ 10,971,183

95.6 %

$ 10,526,493

95.4 %

$ 9,695,595

93.0 %

Special mention

234,346

2.0 %

204,918

1.9 %

407,895

3.9 %

Substandard

271,184

2.4 %

303,271

2.7 %

323,647

3.1 %

Criticized loans

505,530

4.4 %

508,189

4.6 %

731,542

7.0 %

Total loans receivable

$ 11,476,713

100.0 %

$ 11,034,682

100.0 %

$ 10,427,137

100.0 %

Charge-offs (year-to-date)

$ 22,979

$ 124,116

$ 10,507

Recoveries (year-to-date)

$ 616

$ 127

$ 28

Nonperforming Loans

March 31,

December 31,

March 31,

2026

2025

Nonaccrual loans

$ 239,108

$ 197,812

$ 284,019

90 days past due and still accruing

8,350

585

Total nonperforming loans

$ 247,458

$ 197,812

$ 284,604

Other real estate owned

60,226

60,145

7,049

Total nonperforming assets

$ 307,684

$ 257,957

$ 291,653

Nonperforming loans to total loans receivable

2.16 %

1.79 %

2.73 %

Nonperforming assets to total assets

1.51 %

1.33 %

1.55 %

Delinquent Loans

March 31,

December 31,

March 31,

2026

2025

Delinquent loans:

Loans receivable

$ 242,271

$ 206,561

$ 304,560

Loans held for sale

264

265

30,103

Total delinquent loans

$ 242,535

$ 206,826

$ 334,663

Total loans receivable and loans held for sale

$ 16,186,401

$ 14,907,694

$ 14,410,589

Delinquent loans to total loans

1.50 %

1.39 %

2.32 %

Page | 15

Supplemental Results

(Unaudited)

($ in thousands)

Deposits

March 31,

December 31,

March 31,

2026

2025

Noninterest-bearing deposits

Core demand deposits

$ 501,864

$ 604,081

$ 313,296

Interest-bearing deposits

Demand deposits:

Core demand deposits

$ 6,949,611

$ 6,207,814

$ 5,432,133

Brokered demand deposits

301,111

600,000

—

Total interest-bearing demand deposits

7,250,722

6,807,814

5,432,133

Money market/savings deposits:

Core money market/savings deposits

3,872,344

3,566,523

3,618,210

Brokered money market/savings deposits

200,867

201,010

353

Total money market/savings deposits

4,073,211

3,767,533

3,618,563

Certificates of deposit:

Core certificates of deposits

741,452

905,448

1,324,126

Brokered certificates of deposits

384,504

956,316

1,718,047

Total certificates of deposits

1,125,956

1,861,764

3,042,173

Total interest-bearing deposits

12,449,889

12,437,111

12,092,869

Total deposits

$ 12,951,753

$ 13,041,192

$ 12,406,165

Total core deposits

$ 12,065,271

$ 11,283,866

$ 10,687,765

Total brokered deposits

886,482

1,757,326

1,718,400

Total deposits

$ 12,951,753

$ 13,041,192

$ 12,406,165

Page | 16

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Cover

Apr. 28, 2026

Document Type

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Entity File Number

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Entity Registrant Name

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Monon Boulevard

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Security Exchange Name

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Security Exchange Name

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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