Item 3.02 Unregistered Sales of Equity Securities.

On June 27, 2019, Merchants Bancorp (the “Company”) completed the private placement of and issued 874,000 shares of its 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, without par value (“Series A Preferred Stock”), at $25.00 per share, for aggregate proceeds of $21,850,000. 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 shares.

The shares of the Series A Preferred Stock were purchased by Mr. Michael F. Petrie, Chairman and Chief Executive Officer; Mr. Randall D. Rogers, Vice Chairman and a director, and members of his family; Michael R. Dury, President 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 shares of Series A Preferred Stock 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 the Company’s current views with respect to, among other things, future events and our 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 Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, the Company 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 the Company’s actual results to differ materially from those indicated in these forward-looking statements, including those 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 for the fiscal year ended December 31, 2018 and in the Company’s subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Current Report on Form 8-K, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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