| Title of each class | Trading | Name of each exchange on which registered | | --- | --- | --- | | | Symbol(s) | | | Common Stock, without par value | MBIN | NASDAQ | | Series A Preferred Stock, without par value | MBINP | NASDAQ (Redeemed April 1, 2024) | | Depositary Shares, each representing a 1/40th interest in a | MBINO | NASDAQ | | share of Series B Preferred Stock, without par value | | | | Depositary Shares, each representing a 1/40th interest in a | MBINN | NASDAQ | | share of Series C Preferred S ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 number 001-38258 MERCHANTS BANCORP (Exact name of Registrant as specified in its charter) | INDIANA | 20-57474 ...

```markdown PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Merchants Bancorp as of September 30, 2023, 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 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets grew to $16.5 billion from $12.6 billion at year-end 2022, primarily driven by a significant increase in loans receivable, funded by a corresponding rise in total deposits to $13.0 billion and borrowings to $1.7 billion, with total shareholders' equity increasing to $1.63 billion from $1.46 billion Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Assets** | **$16,495,236** | **$12,615,227** | **+30.8%** | | Cash and cash equivalents | $407,238 | $226,164 | +80.1% | | Loans held for sale | $3,477,036 | $2,910,576 | +19.5% | | Loans receivable, net | $9,910,681 | $7,426,858 | +33.4% | | **Total Liabilities** | **$14,862,521** | **$11,155,488** | **+33.2%** | | Total deposits | $13,007,338 | $10,071,345 | +29.2% | | Borrowings | $1,654,075 | $930,392 | +77.8% | | **Total Shareholders' Equity** | **$1,632,715** | **$1,459,739** | **+11.8%** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) For the third quarter of 2023, net income rose to $81.5 million from $58.5 million in Q3 2022, driven by a 38% increase in net interest income, with nine-month net income at $201.8 million, up from $162.6 million year-over-year, and diluted EPS for Q3 2023 at $1.68, compared to $1.22 in Q3 2022 Key Income Statement Data (in thousands, except EPS) | Metric | Q3 2023 | Q3 2022 | YoY Change | 9 Months 2023 | 9 Months 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $117,436 | $85,385 | +37.5% | $323,746 | $223,141 | +45.1% | | Provision for credit losses | $4,014 | $2,225 | +80.4% | $33,484 | $10,888 | +207.5% | | Noninterest Income | $36,068 | $29,186 | +23.6% | $80,214 | $102,954 | -22.1% | | Noninterest Expense | $42,930 | $34,951 | +22.8% | $122,022 | $98,941 | +23.3% | | **Net Income** | **$81,504** | **$58,488** | **+39.4%** | **$201,761** | **$162,565** | **+24.1%** | | **Diluted EPS** | **$1.68** | **$1.22** | **+37.7%** | **$4.06** | **$3.36** | **+20.8%** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, the company experienced a net cash outflow from operating activities of $1.1 billion, primarily due to loan origination activities, with net cash used in investing activities at $2.4 billion, driven by net loan growth, and these outflows were funded by $3.6 billion in net cash from financing activities, mainly from increased deposits and borrowings, resulting in cash and cash equivalents increasing by $181.1 million during the period Cash Flow Summary for the Nine Months Ended September 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,070,774) | $1,833,916 | | Net cash used in investing activities | $(2,371,045) | $(3,049,944) | | Net cash provided by financing activities | $3,622,893 | $507,375 | | **Net Change in Cash and Cash Equivalents** | **$181,074** | **$(708,653)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies and financial statement components, covering the loan portfolio and credit loss allowance, investment securities, regulatory capital, segment performance, and derivative instruments, with notable events including the planned sale of Farmers-Merchants Bank of Illinois branches and the adoption of new accounting standards - On September 7, 2023, the Company entered into agreements to sell its Farmers-Merchants Bank of Illinois branch locations, which includes approximately **$219 million** in deposits and **$49 million** in loans, with the transaction subject to regulatory approval[25](index=25&type=chunk)[26](index=26&type=chunk) Loan Portfolio Composition (in thousands) | Loan Type | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Mortgage warehouse lines of credit | $1,022,692 | $464,785 | | Residential real estate | $1,358,908 | $1,178,401 | | Multi-family financing | $3,709,320 | $3,135,535 | | Healthcare financing | $2,218,559 | $1,604,341 | | Commercial and commercial real estate | $1,560,031 | $978,661 | | **Total Loans (before ACL)** | **$9,977,545** | **$7,470,872** | Allowance for Credit Losses on Loans (ACL) Activity - 9 Months Ended Sep 30, 2023 (in thousands) | Description | Amount | | :--- | :--- | | Balance, beginning of period | $44,014 | | Provision for credit losses | $32,363 | | Loans charged to the allowance | $(9,553) | | Recoveries | $40 | | **Balance, end of period** | **$66,864** | Segment Net Income (in thousands) | Segment | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Multi-family Mortgage Banking | $14,685 | $13,366 | $27,893 | $44,414 | | Mortgage Warehousing | $19,926 | $11,801 | $47,163 | $36,828 | | Banking | $52,445 | $39,344 | $144,402 | $94,040 | | Other | $(5,552) | $(6,023) | $(17,697) | $(12,717) | | **Total Net Income** | **$81,504** | **$58,488** | **$201,761** | **$162,565** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for the third quarter and first nine months of 2023, highlighting a 39% year-over-year increase in Q3 net income driven by strong growth in net interest income, total assets growing 31% since year-end 2022 to $16.5 billion supported by robust loan growth, and the company maintaining a strong liquidity position with $5.4 billion in unused borrowing capacity and uninsured deposits representing less than 20% of total deposits, while asset quality remains stable despite an increase in nonperforming loans due to specific customer situations, with detailed performance of its three main business segments - Q3 2023 net income increased **39% YoY** to **$81.5 million**, with diluted EPS up **38%** to **$1.68**, primarily driven by a **38% increase** in net interest income[176](index=176&type=chunk) - The company maintains a strong liquidity position, with liquid assets and unused borrowing capacity totaling **$10.7 billion**, representing **65%** of total assets, and uninsured deposits were **under 20%** of total deposits as of September 30, 2023[176](index=176&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk) - Total assets grew by **$3.9 billion** (**31%**) since year-end 2022, driven by significant loan growth in healthcare financing (**+$614M**), commercial real estate (**+$581M**), multi-family financing (**+$574M**), and mortgage warehouse lines (**+$558M**)[187](index=187&type=chunk)[203](index=203&type=chunk) - Nonperforming loans increased to **0.60%** of total loans, up from **0.36%** at year-end 2022, primarily attributed to three specific customers[218](index=218&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=68&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), using Net Interest Income (NII) at Risk and Economic Value of Equity (EVE) models to measure this risk, with a +100 basis point rate shock projected to increase NII by 5.5% over 12 months, while a -100 basis point shock would decrease it by 8.3%, and the EVE analysis showing a 1.6% decrease for a +100 basis point shock, all results remaining within board-approved policy limits Net Interest Income (NII) Sensitivity Analysis | Rate Change (bps) | Dollar Change (in thousands) | Percent Change | | :--- | :--- | :--- | | +200 | $51,728 | +10.5% | | +100 | $26,931 | +5.5% | | -100 | $(40,859) | -8.3% | | -200 | $(82,126) | -16.7% | Economic Value of Equity (EVE) Sensitivity Analysis | Rate Change (bps) | Dollar Change (in thousands) | Percent Change | | :--- | :--- | :--- | | +200 | $(65,764) | -4.2% | | +100 | $(25,408) | -1.6% | | -100 | $19,426 | +1.2% | | -200 | $34,279 | +2.2% | [Item 4. Controls and Procedures](index=69&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, 2023, with no material changes to the company's internal control over financial reporting during the quarter - The CEO and CFO concluded that as of September 30, 2023, the company's disclosure controls and procedures were **effective**[371](index=371&type=chunk) - **No material changes** were made to the company's internal control over financial reporting during the third quarter of 2023[372](index=372&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=70&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - There are **no legal proceedings** to report[375](index=375&type=chunk) [Item 1A. Risk Factors](index=70&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - **No material changes** to risk factors were reported since the last Annual Report on Form 10-K[376](index=376&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=70&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 - There were **no unregistered sales** of equity securities[377](index=377&type=chunk) [Item 5. Other Information](index=70&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed under this item - There is **no other information** to report[380](index=380&type=chunk) [Item 6. Exhibits](index=71&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications pursuant to the Sarbanes-Oxley Act of 2002 and XBRL data files ```

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, 2023 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 (317) 569-7420 (Registrant's telephone number, including are ...

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, 2023 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 number 001-38258 MERCHANTS BANCORP (Exact name of Registrant as specified in its charter) | INDIANA | 20-57474 ...