Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File No. 001-38258 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MERCHANTS BANCORP For the quarterly period ended September 30, 2025 (Exact name of registrant as specified in its charter) ...

Exhibit 99.1 Page | 2 PRESS RELEASE Merchants Bancorp Reports Third Quarter 2025 Results For Release October 28, 2025 · Third quarter 2025 net income of $54.7 million, decreased $6.6 million compared to third quarter of 2024 and increased $16.7 million compared to the second quarter 2025. · Third quarter 2025 diluted earnings per common share of $0.97 decreased 17% compared to the third quarter of 2024 and increased 62% compared to the second quarter of 2025. · The total provision for credit losses decrease ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File No. 001-38258 MERCHANTS BANCORP (Exact name of registrant as specified in its charter) | Ind ...

Exhibit 99.1 PRESS RELEASE Merchants Bancorp Reports Second Quarter 2025 Results For Release July 28, 2025 · Second quarter 2025 net income of $38.0 million, decreased $38.4 million compared to second quarter of 2024 and decreased $20.3 million compared to the first quarter 2025, reflecting an increase in provision for credit losses of $43.1 million and $45.3 million, respectively. · An increase in provision for credit losses was primarily associated with estimated declines on multi-family property values a ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File No. 001-38258 MERCHANTS BANCORP (Exact name of registrant as specified in its charter) Indi ...

Exhibit 99.1 PRESS RELEASE Merchants Bancorp Reports First Quarter 2025 Results For Release April 28, 2025 · First quarter 2025 net income of $58.2 million, decreased $28.8 million compared to first quarter of 2024 and decreased $37.4 million compared to the fourth quarter 2024, reflecting market uncertainty that delayed origination closings and permanent loan conversions in a growing pipeline, which negatively impacted the recognition of gain on sale and net interest margin. The decrease in net income was ...

Part I [Item 1. Business](index=10&type=section&id=Item%201.%20Business) Merchants Bancorp is a diversified bank holding company with $18.8 billion in assets, operating in mortgage banking, warehousing, and traditional banking, subject to extensive regulation [Company Overview](index=10&type=section&id=Company%20Overview) - Founded in 1990, Merchants Bancorp has grown into a diversified financial services company operating nationally through mortgage banking and locally through its community bank, Merchants Bank of Indiana[21](index=21&type=chunk) [Our Business Segments](index=10&type=section&id=Our%20Business%20Segments) - The company operates through three main business segments: Multi-family Mortgage Banking, Mortgage Warehousing, and Banking[24](index=24&type=chunk)[25](index=25&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk) - The business segments are designed to be complementary, creating synergies such as the Banking segment funding loans for the Multi-family segment, and Mortgage Warehousing providing leads for the Banking segment's correspondent lending business[42](index=42&type=chunk) Mortgage Warehousing Funding Volume | Year | Funding Volume (billions) | | :--- | :--- | | 2024 | $45.6 | | 2023 | $33.0 | | 2022 | $33.2 | [Competition](index=16&type=section&id=Competition) - The company faces intense competition across all its business lines from a wide range of financial institutions, including community banks, large regional and national banks, non-depository institutions, and increasingly, online financial technology companies[44](index=44&type=chunk)[126](index=126&type=chunk) [Human Capital](index=16&type=section&id=Human%20Capital) - As of December 31, 2024, the company had approximately **663 employees**, maintained a low turnover rate of **9% in 2024**, and established an Employee Stock Ownership Plan (ESOP) in 2020[45](index=45&type=chunk)[46](index=46&type=chunk) [ESG Activities](index=18&type=section&id=ESG%20Activities) - The company's ESG efforts focus on financing affordable housing and skilled nursing facilities through low-income housing tax credits (LIHTC) and promoting inclusion and opportunity (IO) initiatives for employees[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [Supervision and Regulation](index=18&type=section&id=Supervision%20and%20Regulation) - As a bank holding company with over **$10 billion in assets**, Merchants and its subsidiaries are subject to extensive federal and state regulation by agencies including the Federal Reserve, FDIC, and IDFI[55](index=55&type=chunk)[57](index=57&type=chunk) - Merchants Bank is classified as "well capitalized" under the regulatory framework for prompt corrective action as of December 31, 2024[85](index=85&type=chunk)[89](index=89&type=chunk) - The company is subject to the Dodd-Frank Act, which imposes stringent capital requirements and subjects Merchants Bank to direct examination by the Consumer Financial Protection Bureau (CFPB) due to its asset size[99](index=99&type=chunk)[104](index=104&type=chunk)[195](index=195&type=chunk) Company Snapshot (as of December 31, 2024) | Metric | Value (in billions) | | :--- | :--- | | Total Assets | $18.8 | | Total Deposits | $11.9 | | Shareholders' Equity | $2.2 | - The company's business model primarily involves funding fixed-rate, low-risk loans for sale, while retaining adjustable-rate loans to mitigate interest rate risk, generating both net interest and noninterest income[23](index=23&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from interest rate sensitivity, competition, market reliance, credit, operations, and regulatory compliance [Mortgage Banking and Community Banking Risks](index=37&type=section&id=Mortgage%20Banking%20and%20Community%20Banking%20Risks) - Profitability is highly dependent on mortgage origination volume, which is adversely affected by rising interest rates and competitive pricing[118](index=118&type=chunk)[119](index=119&type=chunk) - The business relies on an active secondary market and eligibility for government-sponsored entity programs, with changes to these programs potentially affecting operations[120](index=120&type=chunk)[123](index=123&type=chunk) - The company faces strong competition from a wide array of financial institutions, including online banks and fintech companies, which could reduce loan volume, deposits, and profitability[126](index=126&type=chunk)[129](index=129&type=chunk) [Credit and Financial Risks](index=41&type=section&id=Credit%20and%20Financial%20Risks) - A decline in general economic conditions could negatively impact borrowers' ability to repay loans, leading to increased delinquencies, nonperforming loans, and charge-offs[132](index=132&type=chunk)[133](index=133&type=chunk) - The allowance for credit losses (ACL) is based on management estimates and may prove insufficient to absorb future loan losses, potentially reducing net income[135](index=135&type=chunk)[136](index=136&type=chunk) - Lending to small and mid-sized businesses carries inherent risks, as these entities may have fewer resources to withstand economic downturns, potentially impairing their ability to repay loans[137](index=137&type=chunk) [Operational Risks](index=47&type=section&id=Operational%20Risks) - The company is highly dependent on its senior executive team, particularly the Chairman/CEO and President/COO, and the loss of key personnel could harm strategic plan implementation[153](index=153&type=chunk)[154](index=154&type=chunk) - System failures or cybersecurity breaches could lead to increased operating costs, litigation, reputational damage, and other liabilities[156](index=156&type=chunk)[159](index=159&type=chunk) - The adoption of Artificial Intelligence (AI) presents potential risks related to compliance, credit, reputation, and operations, including concerns about accountability, data bias, and privacy[160](index=160&type=chunk)[161](index=161&type=chunk) [Market, Interest Rate, and Liquidity Risks](index=55&type=section&id=Market%2C%20Interest%20Rate%2C%20and%20Liquidity%20Risks) - Fluctuations in interest rates can reduce net interest income, with rising rates increasing borrower defaults and decreasing the value of fixed-rate securities[172](index=172&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) - Liquidity risk is significant, as an inability to raise funds could negatively affect operations, with a substantial portion of deposits concentrated in large non-depository financial institutions[179](index=179&type=chunk)[180](index=180&type=chunk) [Legal, Regulatory, and Compliance Risks](index=59&type=section&id=Legal%2C%20Regulatory%2C%20and%20Compliance%20Risks) - Failure to maintain sufficient capital to meet regulatory requirements could adversely affect the company's financial condition, liquidity, and ability to grow[187](index=187&type=chunk) - As an institution with over **$10 billion in assets**, the company is subject to heightened regulatory requirements and scrutiny under the Dodd-Frank Act, including direct examination by the CFPB, increasing compliance costs[194](index=194&type=chunk)[195](index=195&type=chunk) - Non-compliance with consumer protection laws, such as the Community Reinvestment Act (CRA) and fair lending laws, could lead to sanctions, fines, and restrictions on business activities[202](index=202&type=chunk) [Item 1B. Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[209](index=209&type=chunk) [Item 1C. Cybersecurity](index=34&type=section&id=Item%201C.%20Cybersecurity) The company maintains a comprehensive Information Security Program, overseen by its Board's IT Committee and managed by a certified Information Security Officer - The company's cybersecurity strategy is built on a defense-in-depth posture, with controls across numerous domains including data protection, vulnerability management, network monitoring, and security awareness training[215](index=215&type=chunk) - Governance is managed by the Board's IT Committee, which includes senior management and risk experts, reviewing security policies, risk assessments, and incident reports quarterly[218](index=218&type=chunk) - The Information Security Officer, with over a decade of experience and multiple industry certifications (including CISSP), is responsible for implementing and monitoring the ISP[219](index=219&type=chunk) [Item 2. Properties](index=36&type=section&id=Item%202.%20Properties) The company owns its headquarters building in Carmel, Indiana, which is currently being expanded, and operates several other branches and offices, with facilities deemed adequate for foreseeable operational needs - The main corporate headquarters, located at 410 Monon Blvd. in Carmel, Indiana, is owned by the company and is undergoing expansion[221](index=221&type=chunk) [Item 3. Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material pending legal proceedings outside of ordinary routine litigation incidental to its business - There are no material pending legal proceedings other than ordinary routine litigation[222](index=222&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[223](index=223&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the Nasdaq under the symbol "MBIN", with a policy of paying quarterly dividends subject to board discretion and regulatory restrictions - As of February 24, 2025, there were **45,850,904 shares of common stock outstanding** held by **32 shareholders of record**, with a closing price of **$41.21 per share**[225](index=225&type=chunk) - The company intends to continue paying quarterly dividends, but this is subject to board discretion, financial condition, and regulatory limits, contingent on paying dividends on all classes of preferred stock[226](index=226&type=chunk)[227](index=227&type=chunk) [Item 6. Selected Financial Data](index=38&type=section&id=Item%206.%20Selected%20Financial%20Data) This section presents five years of selected financial data, highlighting asset and net income growth, with non-GAAP reconciliations Selected Financial Data (2020-2024) | (In thousands, except per share data) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $18,805,732 | $16,952,516 | $12,615,227 | $11,278,638 | $9,645,375 | | **Total Deposits** | $11,919,976 | $14,061,460 | $10,071,345 | $8,982,613 | $7,408,066 | | **Net Interest Income** | $522,620 | $448,071 | $318,551 | $277,994 | $224,146 | | **Net Income** | $320,386 | $279,234 | $219,721 | $227,104 | $180,533 | | **Diluted EPS** | $6.30 | $5.64 | $4.47 | $4.76 | $3.85 | | **Tangible Book Value (non-GAAP)** | $34.15 | $27.40 | $21.88 | $17.96 | $13.45 | Reconciliation of GAAP to Non-GAAP Tangible Common Shareholders' Equity | (In thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Shareholders' equity per GAAP | $2,243,310 | $1,701,084 | $1,459,739 | | Less: goodwill & intangibles | (8,073) | (16,587) | (17,031) | | Less: preferred stock | (672,135) | (499,608) | (499,608) | | **Tangible common shareholders' equity** | **$1,563,102** | **$1,184,889** | **$943,100** | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income increased 15% to $320.4 million in 2024, driven by revenue growth, asset expansion, and strategic capital management Financial Highlights for Year Ended Dec 31, 2024 | Metric | 2024 | Change vs 2023 | | :--- | :--- | :--- | | Net Income | $320.4 million | +15% | | Diluted EPS | $6.30 | +12% | | Total Assets | $18.8 billion | +11% | | Tangible Book Value per Share | $34.15 | +25% | - Key strategic activities in 2024 included redemption of Series A Preferred Stock, issuance of Series E Preferred Stock, a **$97.7 million common stock offering**, and execution of multiple securitizations and credit default swaps to manage capital and risk[246](index=246&type=chunk) - Warehouse loan funding volume increased significantly by **38% to $45.6 billion** in 2024, substantially outpacing the **9% industry growth**[246](index=246&type=chunk) [Comparison of Operating Results for the Years Ended December 31, 2024 and 2023](index=85&type=section&id=Comparison%20of%20Operating%20Results%20for%20the%20Years%20Ended%20December%2031%2C%202024%20and%202023) - Net income for 2024 increased by **$41.2 million (15%) to $320.4 million**, driven by a **$74.5 million increase in net interest income** and a **$33.4 million increase in noninterest income**, partially offset by a **$49.2 million increase in noninterest expense**[281](index=281&type=chunk) - Net interest income grew **17% to $522.6 million**, reflecting higher average balances and yields on loans and securities, with the net interest margin decreasing by only **3 basis points to 3.03%**[282](index=282&type=chunk)[283](index=283&type=chunk) - Noninterest income increased **29% to $148.1 million**, primarily due to a **$14.1 million increase in gain on sale of loans** and a **$17.5 million increase in loan servicing fees**[306](index=306&type=chunk)[307](index=307&type=chunk)[309](index=309&type=chunk) - Noninterest expense rose **28% to $223.8 million**, largely due to higher salaries and commissions from increased production, and a **93% increase in FDIC deposit insurance expenses** as the company transitioned to a large bank classification[312](index=312&type=chunk) [Asset Quality](index=95&type=section&id=Asset%20Quality) Nonperforming Loans | Metric | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Nonperforming Loans | $279.7 million | $82.0 million | | % of Total Loans Receivable | 2.68% | 0.80% | - The increase in nonperforming loans was primarily driven by multi-family and healthcare customers with variable rate loans facing higher payments due to elevated interest rates[316](index=316&type=chunk) - To mitigate credit risk, the company executed credit protection arrangements (credit default swaps and credit linked notes) covering a total of **$2.3 billion in loans** as of year-end 2024[318](index=318&type=chunk) [Operating Segment Analysis for the Years Ended December 31, 2024 and 2023](index=95&type=section&id=Operating%20Segment%20Analysis%20for%20the%20Years%20Ended%20December%2031%2C%202024%20and%202023) Segment Net Income (Loss) | (In thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Multi-family Mortgage Banking | $55,897 | $36,473 | | Mortgage Warehousing | $82,802 | $73,525 | | Banking | $210,073 | $194,398 | | Other | $(28,386) | $(25,162) | | **Total Net Income** | **$320,386** | **$279,234** | - **Multi-family Mortgage Banking** net income increased **53%**, driven by higher noninterest income from loan servicing fees and gain on sale of loans[330](index=330&type=chunk)[331](index=331&type=chunk) - **Mortgage Warehousing** net income grew **13%** due to a **$37.7 million increase in net interest income**, reflecting a **38% increase in loan funding volume to $45.6 billion**[336](index=336&type=chunk)[337](index=337&type=chunk) - **Banking** net income rose **8%**, primarily from a **$33.0 million increase in net interest income** from higher balances of multi-family bridge loans[340](index=340&type=chunk) [Comparison of Financial Condition at December 31, 2024 and 2023](index=100&type=section&id=Comparison%20of%20Financial%20Condition%20at%20December%2031%2C%202024%20and%202023) - Total assets increased by **11% to $18.8 billion**, driven by growth in loans held for sale (**+$626.8 million**) and securities held to maturity (**+$460.5 million**)[343](index=343&type=chunk)[350](index=350&type=chunk)[352](index=352&type=chunk) - Loans receivable, net, increased **2% to $10.4 billion**, composed of a **$693.6 million increase in mortgage warehouse repurchase agreements** and a **$618.1 million increase in multi-family loans**, offset by an **$872.2 million decrease in healthcare financing loans** due to a securitization[356](index=356&type=chunk)[357](index=357&type=chunk) - Total deposits decreased **15% to $11.9 billion** as the company shifted its funding mix, reducing brokered deposits by **58% to $2.5 billion** while core deposits grew **16% to $9.4 billion**[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) - Borrowings increased **355% to $4.4 billion**, primarily due to a **$3.4 billion increase in FHLB advances**, utilized as a more cost-effective funding source than brokered deposits[384](index=384&type=chunk) - Total shareholders' equity increased **32% to $2.2 billion**, driven by **$320.4 million in net income**, **$222.7 million from a preferred stock offering**, and **$97.7 million from a common stock offering**[388](index=388&type=chunk) [Liquidity and Capital Resources](index=116&type=section&id=Liquidity%20and%20Capital%20Resources) - The company maintained a strong liquidity position with **$4.3 billion in available unused borrowing capacity** from the FHLB and Federal Reserve as of December 31, 2024[390](index=390&type=chunk) - Uninsured deposits represented **24% of total deposits**, and the company's available credit lines could fund **111% of these uninsured deposits**, complemented by an insured cash sweep program[392](index=392&type=chunk)[383](index=383&type=chunk) Regulatory Capital Ratios (Company) | Ratio | Dec 31, 2024 | Dec 31, 2023 | Minimum to be Well Capitalized w/ Buffer | | :--- | :--- | :--- | :--- | | Total Capital | 13.9% | 11.6% | 10.5% | | Tier 1 Capital | 13.3% | 11.1% | 8.5% | | Common Equity Tier 1 | 9.3% | 7.8% | 7.0% | | Tier 1 Leverage | 12.1% | 10.1% | 5.0% | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest rate risk through ALCO, using NII at Risk and EVE analyses, remaining asset sensitive and within policy limits Net Interest Income (NII) Sensitivity (Twelve Months Forward) | Rate Shock | % Change in NII (as of Dec 31, 2024) | | :--- | :--- | | +200 bps | +13.1% | | +100 bps | +6.5% | | -100 bps | -6.5% | | -200 bps | -12.2% | Economic Value of Equity (EVE) Sensitivity (Immediate Shock) | Rate Shock | % Change in EVE (as of Dec 31, 2024) | | :--- | :--- | | +200 bps | -0.1% | | +100 bps | -0.1% | | -100 bps | +0.7% | | -200 bps | +0.6% | [Item 8. Financial Statements and Supplementary Data](index=71&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's consolidated financial statements for 2022-2024, with notes and an unqualified audit opinion on financial statements and internal controls - The independent auditor, Forvis Mazars, LLP, issued an unqualified opinion on the consolidated financial statements, stating they present fairly the financial position and results of operations in conformity with GAAP[447](index=447&type=chunk) - The auditor identified the Allowance for Credit Losses (ACL) on Loans as a Critical Audit Matter due to the subjectivity and high degree of judgment required in estimating qualitative adjustments[451](index=451&type=chunk)[452](index=452&type=chunk)[456](index=456&type=chunk) [Notes to Consolidated Financial Statements](index=79&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - **Note 1 (Nature of Operations and Significant Accounting Policies):** Details the company's business, consolidation principles, critical accounting policies including CECL adoption for ACL on January 1, 2022, and the sale of FMBI branches in January 2024[471](index=471&type=chunk)[475](index=475&type=chunk)[506](index=506&type=chunk) - **Note 5 (Loans and ACL):** Provides a detailed breakdown of the **$10.4 billion loan portfolio** by segment, with ACL on loans at **$84.4 million (0.81% of loans)** at year-end 2024, up from **$71.8 million (0.70%)** in 2023, and nonperforming loans increasing to **$279.7 million** from **$82.0 million**[577](index=577&type=chunk)[365](index=365&type=chunk)[368](index=368&type=chunk) - **Note 13 (Deposits):** Details the composition of the **$11.9 billion in deposits**, with core deposits constituting **79% of total deposits** at year-end 2024 (up from **58% in 2023**), while brokered deposits decreased to **21% from 42%**[666](index=666&type=chunk)[378](index=378&type=chunk) - **Note 18 (Preferred Stock):** Describes various series of preferred stock, noting the redemption of Series A shares for **$52.0 million** and issuance of **$230.0 million of new Series E shares** in 2024, with Series B shares redeemed in January 2025[739](index=739&type=chunk)[751](index=751&type=chunk)[816](index=816&type=chunk) - **Note 23 (Segment Information):** Provides a detailed financial breakdown for the three reportable segments, showing net income, assets, and significant non-cash items for each[766](index=766&type=chunk)[772](index=772&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=136&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[817](index=817&type=chunk) [Item 9A. Controls and Procedures](index=136&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, a conclusion affirmed by the independent auditor - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2024, based on the COSO framework[823](index=823&type=chunk) - The independent registered public accounting firm issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[826](index=826&type=chunk)[827](index=827&type=chunk) [Item 9B. Other Information](index=138&type=section&id=Item%209B.%20Other%20Information) A director and officer of the company adopted a Rule 10b5-1 trading plan on August 7, 2024, under which 25,000 shares of common stock were sold on January 29, 2025 - Scott A. Evans, a director and officer, adopted a Rule 10b5-1 trading plan in August 2024 and subsequently sold **25,000 shares** in January 2025[835](index=835&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=138&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not Applicable[836](index=836&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=139&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information concerning directors, executive officers, and corporate governance will be provided in the company's 2025 Proxy Statement and is incorporated by reference - The required information is incorporated by reference from the registrant's definitive proxy statement for its 2025 annual meeting of shareholders[839](index=839&type=chunk) [Item 11. Executive Compensation](index=139&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation will be provided in the company's 2025 Proxy Statement and is incorporated by reference - The required information is incorporated by reference from the registrant's definitive proxy statement for its 2025 annual meeting of shareholders[842](index=842&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=139&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information concerning security ownership will be provided in the company's 2025 Proxy Statement and is incorporated by reference - The required information is incorporated by reference from the registrant's definitive proxy statement for its 2025 annual meeting of shareholders[843](index=843&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=139&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning related party transactions and director independence will be provided in the company's 2025 Proxy Statement and is incorporated by reference - The required information is incorporated by reference from the registrant's definitive proxy statement for its 2025 annual meeting of shareholders[844](index=844&type=chunk) [Item 14. Principal Accounting Fees and Services](index=139&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information concerning principal accounting fees and services will be provided in the company's 2025 Proxy Statement and is incorporated by reference - The required information is incorporated by reference from the registrant's definitive proxy statement for its 2025 annual meeting of shareholders[845](index=845&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=140&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements included in Item 8 and the exhibits filed with the Form 10-K, including articles of incorporation, bylaws, descriptions of securities, material contracts, and certifications required by the Sarbanes-Oxley Act - This item lists all financial statements, schedules, and exhibits filed as part of the annual report[847](index=847&type=chunk) [Item 16. Form 10-K Summary](index=141&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[850](index=850&type=chunk)

```markdown PART I – FINANCIAL INFORMATION [Item 1. Interim Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Merchants Bancorp as of September 30, 2024, and for the three and nine-month periods then ended, including balance sheets, statements of income, comprehensive income, shareholders' equity, and cash flows, along with detailed notes on accounting policies and financial instruments [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets grew to **$18.65 billion** from **$16.95 billion** at year-end 2023, driven by increases in loans held for sale and securities held to maturity, while total liabilities increased to **$16.71 billion**, primarily due to a significant rise in borrowings from **$0.96 billion** to **$3.57 billion**, and total shareholders' equity rose to **$1.94 billion** from **$1.70 billion**, supported by retained earnings growth and a common stock issuance Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 | Dec 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Assets** | **$18,652,976** | **$16,952,516** | **+10.0%** | | Loans held for sale | $3,808,234 | $3,144,756 | +21.1% | | Loans receivable, net | $10,261,890 | $10,127,801 | +1.3% | | Securities held to maturity | $1,755,047 | $1,204,217 | +45.7% | | **Total Liabilities** | **$16,713,869** | **$15,251,432** | **+9.6%** | | Total deposits | $12,891,887 | $14,061,460 | -8.3% | | Borrowings | $3,568,721 | $964,127 | +270.1% | | **Total Shareholders' Equity** | **$1,939,107** | **$1,701,084** | **+14.0%** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) For Q3 2024, net income was **$61.3 million**, a 25% decrease from **$81.5 million** in Q3 2023, with diluted EPS of $1.17 versus $1.68, primarily due to a significant drop in noninterest income and higher noninterest expenses, while for the nine months ended September 30, 2024, net income increased 11% to **$224.7 million** from **$201.8 million** year-over-year, with diluted EPS rising to $4.45 from $4.06 Q3 2024 vs Q3 2023 Performance (in thousands, except EPS) | Metric | Q3 2024 | Q3 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Interest Income | $132,821 | $117,436 | +13.1% | | Provision for credit losses | $6,898 | $4,014 | +71.9% | | Total noninterest income | $16,742 | $36,068 | -53.6% | | Total noninterest expense | $61,318 | $42,930 | +42.8% | | **Net Income** | **$61,273** | **$81,504** | **-24.8%** | | **Diluted EPS** | **$1.17** | **$1.68** | **-30.4%** | Nine Months 2024 vs 2023 Performance (in thousands, except EPS) | Metric | Nine Months 2024 | Nine Months 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Interest Income | $387,996 | $323,746 | +19.8% | | Provision for credit losses | $21,589 | $33,484 | -35.5% | | Total noninterest income | $88,967 | $80,214 | +10.9% | | Total noninterest expense | $160,610 | $122,022 | +31.6% | | **Net Income** | **$224,720** | **$201,761** | **+11.4%** | | **Diluted EPS** | **$4.45** | **$4.06** | **+9.6%** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operating activities was **$825.3 million**, and net cash used in investing activities was **$830.8 million**, with these outflows funded by net cash provided by financing activities of **$1.67 billion**, primarily driven by a net increase in borrowings, resulting in a net increase in cash and cash equivalents of **$17.5 million** for the period Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(825,301) | $(1,092,734) | | Net cash used in investing activities | $(830,763) | $(2,349,085) | | Net cash provided by financing activities | $1,673,548 | $3,622,893 | | **Net Change in Cash and Cash Equivalents** | **$17,484** | **$181,074** | - Financing activities were the primary source of cash, with proceeds from borrowings of **$109.0 billion** largely offset by repayments of **$106.4 billion**; a common stock issuance also provided **$97.7 million** in cash[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the financial statements, including the sale of Farmers-Merchants Bank of Illinois (FMBI) branches in January 2024, resulting in a net gain of $715,000, and details on investment securities, loan portfolio credit quality, allowance for credit losses, fair value measurements, derivative instruments, segment performance, and capital adequacy - On January 26, 2024, the Company completed the sale of its Farmers-Merchants Bank of Illinois (FMBI) branch locations, selling approximately **$60.8 million** in assets and **$230.6 million** in liabilities, which resulted in a net gain of **$715,000**, including a **$10.1 million** deposit premium and the extinguishment of **$7.8 million** in goodwill[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - The company redeemed all outstanding shares of its 7.00% Series A Preferred Stock on April 1, 2024, for **$52 million**[199](index=199&type=chunk) - On May 13, 2024, the Company issued 2,400,000 shares of common stock in a public offering, receiving net proceeds of **$97.7 million** after expenses[195](index=195&type=chunk) - In September 2024, the Company completed a private securitization of a **$628.9 million** portfolio of healthcare bridge loans, selling them into a REMIC, and purchased the **$534.5 million** senior security from this transaction, which is now classified as held-to-maturity[111](index=111&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=76&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a 10% increase in total assets to **$18.7 billion** since year-end 2023, a Q3 2024 net income decrease of 25% YoY to **$61.3 million** primarily due to higher credit loss provisions and unfavorable fair value adjustments on derivatives, and a nine-month net income rise of 11% to **$224.7 million**, covering detailed analysis of financial condition, asset quality, results of operations by segment, liquidity, and capital resources, noting strong loan growth and a strategic shift from brokered deposits to FHLB borrowings for funding Q3 2024 Financial Highlights | Metric | Q3 2024 | Change vs Q3 2023 | | :--- | :--- | :--- | | Net Income | $61.3 million | -25% | | Diluted EPS | $1.17 | -30% | | Total Assets | $18.7 billion | +10% (vs Dec 2023) | | Tangible Book Value/Share | $32.38 | +25% | | Net Interest Margin | 2.99% | Unchanged | | Efficiency Ratio | 41.00% | vs 27.97% | - The company's business model focuses on originating and selling fixed-rate, low-risk government-sponsored loans while retaining adjustable-rate loans, aiming to generate noninterest income from gains on sale and servicing fees, funded primarily by deposits and short-term borrowings[239](index=239&type=chunk) - Asset quality showed some stress, with nonperforming loans increasing to **2.04%** of total loans at Sept 30, 2024, up from **0.80%** at year-end 2023, driven by delinquent payments on variable-rate multi-family and healthcare loans amid higher interest rates[274](index=274&type=chunk) - The company has strategically reduced its reliance on brokered deposits by **53%** since year-end 2023, replacing them with more cost-effective FHLB borrowings, which increased by **$2.6 billion**[267](index=267&type=chunk)[270](index=270&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=75&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, managed by the Asset-Liability Committee (ALCO), with a strategy involving originating fixed-rate loans for sale and retaining adjustable-rate loans to mitigate risk, and as of September 30, 2024, the company is asset-sensitive, meaning net interest income is expected to rise with increasing interest rates, with both Net Interest Income (NII) at Risk and Economic Value of Equity (EVE) models showing the company is within its board-approved policy limits for various interest rate shock scenarios - The company's business model is designed to reduce interest rate risk by originating fixed-rate loans for sale while holding adjustable-rate loans for investment[415](index=415&type=chunk) Net Interest Income (NII) Sensitivity (Twelve Months Forward) | Rate Change (bps) | % Change in NII (as of Sep 30, 2024) | Policy Limit | | :--- | :--- | :--- | | +200 | +14.2% | < 30% | | +100 | +7.1% | < 20% | | -100 | -9.9% | < 20% | | -200 | -19.6% | < 30% | Economic Value of Equity (EVE) Sensitivity (Immediate Shock) | Rate Change (bps) | % Change in EVE (as of Sep 30, 2024) | Policy Limit | | :--- | :--- | :--- | | +200 | -0.1% | < 20% | | +100 | -0.0% | < 15% | | -100 | +0.2% | < 15% | | -200 | -0.5% | < 20% | [Item 4. Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were **effective** as of September 30, 2024, with **No material changes** made to the internal control over financial reporting during the quarter - The CEO and CFO concluded that as of September 30, 2024, the Company's disclosure controls and procedures were **effective**[429](index=429&type=chunk) - **No material changes** were made to the internal control over financial reporting during the third quarter of 2024[430](index=430&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=77&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[433](index=433&type=chunk) [Item 1A. Risk Factors](index=77&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 - No material changes from the risk factors disclosed in the 2023 Annual Report on Form 10-K[434](index=434&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=77&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[435](index=435&type=chunk) [Item 5. Other Information](index=77&type=section&id=Item%205.%20Other%20Information) During the third quarter of 2024, Scott A. Evans, a director and executive officer, adopted a Rule 10b5-1 stock trading plan on August 7, 2024, allowing for the potential sale of up to **25,000 shares** of common stock before March 13, 2025 - On August 7, 2024, Director and COO of Merchants Bank, Scott A. Evans, adopted a Rule 10b5-1 trading plan to potentially sell up to **25,000 shares** of common stock[438](index=438&type=chunk) [Item 6. Exhibits](index=78&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including **CEO/CFO certifications** pursuant to the Sarbanes-Oxley Act of 2002 and XBRL data files - Lists various corporate governance documents, **CEO/CFO certifications** (31.1, 31.2, 32), and XBRL interactive data files as exhibits[440](index=440&type=chunk) ```

PRESS RELEASE Merchants Bancorp Reports Third Quarter 2024 Results For Release October 28, 2024 · Third quarter 2024 net income of $61.3 million, decreased 25% compared to third quarter of 2023 and decreased 20% compared to the second quarter 2024, reflecting unfavorable fair market value adjustments to derivatives and servicing rights, and an increase in specific reserves on loans as part of the allowance for credit losses. · Third quarter 2024 diluted earnings per common share of $1.17 decreased 30% compa ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Interim Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents Merchants Bancorp's unaudited condensed consolidated financial statements, including balance sheets, income statements, and cash flows, for the periods ended June 30, 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$18.21 billion** by June 30, 2024, driven by loan growth, with liabilities and equity also rising Condensed Consolidated Balance Sheet Highlights (in thousands of dollars) | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$18,212,422** | **$16,952,516** | | Loans held for sale | $3,483,076 | $3,144,756 | | Loans receivable, net | $10,933,189 | $10,127,801 | | **Total Liabilities** | **$16,324,275** | **$15,251,432** | | Total deposits | $14,917,067 | $14,061,460 | | Borrowings | $1,159,206 | $964,127 | | **Total Shareholders' Equity** | **$1,888,147** | **$1,701,084** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Net income for Q2 2024 increased to **$76.4 million**, driven by higher net interest income and reduced credit loss provisions Key Income Statement Data (in thousands of dollars, except per share data) | Metric | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $128,119 | $105,617 | $255,175 | $206,310 | | Provision for credit losses | $9,965 | $22,603 | $14,691 | $29,470 | | Net Income | $76,393 | $65,302 | $163,447 | $120,257 | | Net Income Available to Common Shareholders | $66,813 | $56,634 | $145,200 | $102,922 | | Diluted Earnings Per Share | $1.49 | $1.31 | $3.29 | $2.38 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by **$43.5 million** for H1 2024, with financing inflows offsetting operating and investing outflows Net Cash Flow Summary for Six Months Ended June 30 (in thousands of dollars) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(332,653) | $(543,020) | | Net cash used in investing activities | $(1,012,173) | $(2,356,545) | | Net cash provided by financing activities | $1,301,286 | $3,050,711 | | **Net Change in Cash and Cash Equivalents** | **$(43,540)** | **$151,146** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain financial statements, covering branch sales, loan portfolios, credit losses, fair value, and regulatory capital - On January 26, 2024, the Company completed the sale of its Farmers-Merchants Bank of Illinois (FMBI) branches, selling approximately **$60.8 million** in assets and **$230.6 million** in liabilities. This resulted in a net gain of **$715,000**, which included a **$10.1 million** deposit premium and the extinguishment of **$7.8 million** in goodwill[23](index=23&type=chunk)[24](index=24&type=chunk)[26](index=26&type=chunk) - The loan portfolio grew to **$11.01 billion** at June 30, 2024, from **$10.20 billion** at year-end 2023. The largest segments are Multi-family financing (**$4.16 billion**), Healthcare financing (**$2.50 billion**), and Commercial/CRE (**$1.57 billion**)[60](index=60&type=chunk) - The Allowance for Credit Losses on Loans (ACL-Loans) increased to **$81.0 million** as of June 30, 2024, from **$71.8 million** at the beginning of the year. The provision for credit losses for the first six months of 2024 was **$14.2 million**[82](index=82&type=chunk) - The Company redeemed all outstanding shares of its 7.00% Series A Preferred Stock on April 1, 2024, for **$52 million**[175](index=175&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting a **17%** net income increase in Q2 2024, asset growth, and strong liquidity and capital positions [Financial Highlights and Condition](index=75&type=section&id=Financial%20Highlights%20and%20Condition) Q2 2024 net income increased **17%** to **$76.4 million**, with total assets reaching **$18.2 billion** and strong liquidity Q2 2024 Financial Highlights vs. Q2 2023 | Metric | Q2 2024 | Change vs Q2 2023 | | :--- | :--- | :--- | | Net Income | $76.4 million | +17% | | Diluted EPS | $1.49 | +14% | | Net Interest Income | $128.1 million | +21% | | Total Assets (vs YE 2023) | $18.2 billion | +7% | | Tangible Book Value/Share | $31.27 | +30% | - On May 13, 2024, the Company completed a common stock offering of **2.4 million** shares, resulting in net proceeds of **$97.7 million**, which contributed to an estimated **70 basis point** increase in the common equity tier I capital ratio[214](index=214&type=chunk) - The company redeemed all outstanding Series A Preferred Stock on April 1, 2024, for **$52 million**[214](index=214&type=chunk) - As of June 30, 2024, the company had **$7.0 billion** in unused borrowing capacity with the FHLB and Federal Reserve, and its line of credit with the Fed alone could fund **118%** of uninsured deposits[207](index=207&type=chunk)[332](index=332&type=chunk) [Asset Quality](index=83&type=section&id=Asset%20Quality) Nonperforming loans increased to **$143.5 million** (1.30% of total loans) by June 30, 2024, driven by variable-rate loan delinquencies Asset Quality Indicators | Metric | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Nonperforming Loans | $143.5 million | $82.0 million | | NPLs as % of Total Loans | 1.30% | 0.80% | | Special Mention Loans | $244.0 million | $191.3 million | | Substandard Loans | $246.8 million | $128.6 million | | Net Charge-offs (Q2) | $3.5 million | N/A | [Results of Operations](index=85&type=section&id=Results%20of%20Operations) Q2 2024 net interest income grew **21%** to **$128.1 million**, with net income increasing **17%** to **$76.4 million** Comparison of Operating Results (Q2 2024 vs Q2 2023) | Metric | Q2 2024 | Q2 2023 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $128.1M | $105.6M | +21% | | Provision for Credit Losses | $10.0M | $22.6M | -56% | | Noninterest Income | $31.4M | $29.9M | +5% | | Noninterest Expense | $50.4M | $44.3M | +14% | | Net Income | $76.4M | $65.3M | +17% | - The efficiency ratio improved to **31.59%** for Q2 2024 from **32.71%** in Q2 2023[279](index=279&type=chunk) - For the six months ended June 30, 2024, loan servicing fees included a **$19.0 million** positive fair value adjustment on servicing rights, compared to a **$0.5 million** positive adjustment in the same period of 2023[304](index=304&type=chunk) [Segment Analysis](index=100&type=section&id=Segment%20Analysis) The Banking segment contributed **$52.4 million** to Q2 2024 net income, while Mortgage Warehousing saw **20%** growth Net Income by Segment (Q2 2024 vs Q2 2023, in thousands of dollars) | Segment | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Multi-family Mortgage Banking | $9,037 | $11,242 | | Mortgage Warehousing | $22,270 | $18,596 | | Banking | $52,378 | $42,650 | | Other | $(7,292) | $(7,186) | | **Total** | **$76,393** | **$65,302** | - Mortgage Warehousing loan volume increased **30%** YoY to **$10.9 billion** in Q2 2024, outperforming the industry's **7%** decrease[323](index=323&type=chunk) - Multi-family Mortgage Banking loan origination volume for sale decreased **49%** YoY to **$338.7 million** in Q2 2024[319](index=319&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest rate risk using NII and EVE models, with results within policy limits as of June 30, 2024 Net Interest Income (NII) Sensitivity Analysis (as of June 30, 2024) | Rate Shock | Dollar Change (in thousands of dollars) | Percent Change | | :--- | :--- | :--- | | +200 bps | $70,343 | 13.3% | | +100 bps | $36,099 | 6.8% | | -100 bps | $(44,404) | (8.4)% | | -200 bps | $(89,293) | (16.8)% | Economic Value of Equity (EVE) Sensitivity Analysis (as of June 30, 2024) | Rate Shock | Dollar Change (in thousands of dollars) | Percent Change | | :--- | :--- | :--- | | +200 bps | $(65,403) | (3.6)% | | +100 bps | $(25,446) | (1.4)% | | -100 bps | $77,540 | 4.2% | | -200 bps | $148,524 | 8.1% | - The company's interest rate risk management policy limits are within tolerance for all tested scenarios (**+/- 100 bps** and **+/- 200 bps**)[381](index=381&type=chunk)[383](index=383&type=chunk) [Item 4. Controls and Procedures](index=73&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2024, with no material changes - Management concluded that as of June 30, 2024, the Company's disclosure controls and procedures were effective[387](index=387&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the Company's internal controls[388](index=388&type=chunk) [PART II – OTHER INFORMATION](index=74&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[390](index=390&type=chunk) [Item 1A. Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for fiscal year 2023 - There have been no material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023[391](index=391&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities - None[392](index=392&type=chunk) [Item 5. Other Information](index=74&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[395](index=395&type=chunk) [Item 6. Exhibits](index=75&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002[396](index=396&type=chunk)