Item 3.02 Unregistered Sales of Equity Securities.
On May 6, 2021, Merchants Bancorp (the “Company”)
completed the private placement of and issued 1,847,233 depositary shares, each representing a 1/40th interested in a share
of its 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock, without par value, at a price of $25.00 per depositary
share, for aggregate proceeds of $46.2 million. No underwriter or placement agent was involved in this private placement and the Company
did not pay any brokerage or underwriting fees or discounts in connection with the issuance of such depositary shares.
The depositary shares were purchased by Mr. Michael
F. Petrie, Chairman and Chief Executive Officer; Mr. Randall D. Rogers, Vice Chairman and a director; Michael R. Dury, President
and Chief Executive Officer of Merchants Capital; and other accredited investors.
The Company intends to use the proceeds from the
private placement for general corporate purposes including to support balance sheet growth of Merchants Bank.
Based in part on the representations of the investors
as to their status as accredited investors under Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities
Act”), the Company offered and sold the depositary shares without registration, in reliance on the exemption from registration under
the Securities Act for transactions not involving a public offering pursuant to Section 4(a)(2) under the Securities Act and
Rule 506(b) of Regulation D.
Forward-Looking Statements
This Current Report on Form 8-K 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, such as the potential impacts of
the COVID-19 pandemic. 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 the COVID-19 pandemic, such as
the severity, magnitude, duration and businesses’ and governments’ responses thereto, on the Company’s operations and
personnel, and on activity and demand across its businesses, and other 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 we do not undertake any obligation to update or revise any forward-looking statements to reflect
changes in assumptions, the occurrence of unanticipated events, or otherwise.