Petrie Michael F. 4

What Happened
Michael F. Petrie, a reported 10% owner of Merchants Bancorp (MBIN), disposed of a total of 12,089 shares in early February 2026. On 2026-02-01, 9,685 shares were withheld to cover tax withholding on vested restricted stock units (value reported at $401,540 at $41.46 per share). On 2026-02-02, Petrie sold 2,404 shares in an open-market transaction at $20.20 per share, receiving approximately $48,561. These were dispositions (sales/withholding), not purchases.

Key Details

• Transactions and amounts:
  • 2026-02-01: 9,685 shares withheld for tax obligations at $41.46/share — $401,540 (footnote F1: tax withholding on RSU vesting).
  • 2026-02-02: 2,404 shares sold in open market at $20.20/share — $48,561 (transaction code S).
• Total shares disposed: 12,089 shares; total cash value realized in the open market sale ≈ $48,561 (withheld shares satisfied tax liabilities).
• Shares owned after transaction: filing notes 48,961 unvested restricted stock units remain (no voting rights/dividends until vested). The filing did not disclose a total beneficial ownership figure beyond the unvested RSUs.
• Footnotes:
  • F1 = shares withheld to satisfy tax withholding on vested RSUs.
  • F2 = 48,961 unvested RSUs remaining (vesting: 27,591 on 2/1/2027; 14,515 on 2/1/2028; 6,855 on 2/1/2029).
• Timeliness: Form 4 was filed on 2026-02-03 covering transactions on 2026-02-01 and 2026-02-02 — appears timely (filed within the standard 2 business days).

Context
The 9,685-share transaction was a routine tax-withholding disposition tied to RSU vesting (not a market sale). The 2,404-share transaction was an open-market sale. As a reported 10% owner, Petrie’s transactions reflect owner-level dispositions rather than an executive purchasing signal; routine withholding and occasional sales are common and should not be taken alone as a directional signal.