Merchants Bancorp 2025年度报告

FORM10-K [Mark One] For the fiscalyear endedDecember31,2025 OR Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.YesNo Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for suchshorter period that the registrant was required to filesuch reports) and (2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule405 of RegulationS-T(§ 232.405 of thischapter)during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): Largeaccelerated filerAcceleratedfilerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standardsprovided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No At June 30, 2025, the aggregate market value of the voting andnon-voting common equity held by non-affiliates of the registrant (assuming solely for the purposes of this calculation that allDirectors and executive officers of the registrant are “affiliates”) was$990.6million. As ofFebruary 18, 2026, the Registranthad45,962,065sharesof Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s proxy statement, for its 2026annual meeting of shareholders to be held May21, 2026, to be filed within 120 days after December 31, 2025, are incorporated MERCHANTSBANCORPAnnual Report onForm10-KForYearEndedDecember31, 2025Table of Contents PARTI Item1.Business6Item1A.Risk Factors20Item1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item2.Properties36Item3.Legal Proceedings36Item4.Mine Safety Disclosures36 PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities 37Item6.[Reserved]38Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item7A.Quantitative and Qualitative Disclosures About Market Risk69Item8.Financial Statements and Supplementary Data72Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure142Item9A.Controls and Procedures142Item9B.Other Information144Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections144 PARTIII Item10.Directors, Executive Officers, and Corporate Governance145 Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters Item13. Certain Relationships and Related Transactions, and Director Independence145 Principal Accountant Fees and Services145 Item14. PARTIV Glossary of Defined Terms As used in this report, references to “Merchants” “the Company,” “we,” “our,” “us,” and similar terms refer tothe consolidated entity consisting of Merchants Bancorp and its wholly owned subsidiaries. Merchants Bancorp referssolely to the parent holdingcompany, and Merchants Bank refers to Merchants Bancorp’s bank subsidiary, MerchantsBank of Indiana. The acronyms and abbreviations identified below are used throughout this report, including the Notes toConsolidated Financial Statements. ACL: allowance for credit losses ACL-Guarantees: allowance for credit losses on guarantees ACL-Loans: all