Merchants Bancorp (MBIN) Prices 9.2M Depositary Share Offering

Merchants Bancorp ("Merchants") (Nasdaq: MBIN), a holding company that operates through its wholly owned subsidiary, Merchants Bank of Indiana ("Merchants Bank"), announced the pricing of an underwritten public offering of 9,200,000 depositary shares, each representing a 1/40th ownership interest in a share of its 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock (the "Series E preferred stock"), with a liquidation preference of $25.00 per depositary share.

When, as, and if declared by the board of directors of Merchants, dividends will be payable on the Series E preferred stock from the date of issuance at a rate of 7.625% per annum, payable quarterly in arrears, on January 1, April 1, July 1, October 1 of each year, beginning January 1, 2025. Merchants may redeem the Series E preferred stock at its option at a redemption price equal to $25.00 per depositary share, as described in the prospectus supplement and accompanying prospectus relating to the offering.

Net proceeds from the offering are expected to be used to redeem Merchants' Series B preferred stock and for general corporate purposes including to support balance sheet growth of Merchants Bank.

Morgan Stanley & Co. LLC, UBS Securities LLC, Piper Sandler & Co., and Raymond James & Associates, Inc. are serving as joint bookrunning managers for the offering.

The Company expects to close the offering, subject to customary conditions, on or about November 25, 2024.

A shelf registration statement, including a prospectus, with respect to the offering was previously filed by Merchants with the Securities and Exchange Commission (the "SEC") and was declared effective by the SEC on August 17, 2022. A preliminary prospectus supplement relating to the offering has been filed with the SEC. The offering will be made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the prospectus supplement and the accompanying prospectus relating to these securities may be obtained free of charge by visiting the SEC's website at www.sec.gov, or may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, Second Floor, New York, NY 10014, Attention: Prospectus Department, by email:[email protected]; UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, by telephone at (888) 827-7275 or by emailing [email protected]; Piper Sandler & Co., Attention: Debt Capital Markets, 1 Greenwich Plaza, 1st Floor, Suite 111, Greenwich, CT 06830, or by emailing [email protected]; Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863 or by emailing [email protected].

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy any security, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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