MBINO Merchants Bancorp

Item 1.01 Entry into a Material Definitive Agreement

On September 22, 2022, Merchants Bancorp (“Merchants”) and Merchants Bank of Indiana entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co., Morgan Stanley & Co. LLC, and UBS Securities LLC, as representatives for the several underwriters set forth on Schedule A to the Underwriting Agreement (collectively, the “Underwriters”), pursuant to which Merchants agreed to sell, and each Underwriter has severally and not jointly agreed to purchase, subject to and upon the terms and conditions set forth therein, an aggregate of 5,200,000 depositary shares (the “Depositary Shares”) each representing a 1/40th ownership interest in a share of Merchants’ 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock, without par value per share, with a liquidation value of $25 per depositary share, in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-266672), and a related prospectus, including the related prospectus supplement (collectively, the “Registration Statement”), filed by Merchants with the Securities Exchange Commission. The Underwriting Agreement contains various representations, warranties and agreements by Merchants, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registration Statement and such exhibit is hereby incorporated by reference into the Registration Statement. The offering is expected to close September 27, 2022, subject to customary closing conditions.