Meridian Corp美股招股说明书(2025-02-20版)

Meridian Corporation Up to 1,000,000 shares Common Stock We have entered into an Equity Distribution Agreement, which we refer to as the Sales Agreement,with D.A. Davidson & Co., which we refer to as the Distribution Agent, relating to shares of our commonstock offered by this prospectus supplement and the accompanying prospectus. In accordance with the termsof the Sales Agreement, we may offer and sell up to 1,000,000 shares of our common stock, par value $1.00per share, from time to time through the Distribution Agent. Our common stock is listed on The NASDAQ Global Select Market under the symbol “MRBK.” OnFebruary19, 2025, the last reported sale price of our common stock on The NASDAQ Global Select Marketwas $16.86 per share. Upon our delivery of a placement notice, if any, under the Sales Agreement, the Distribution Agent maysell shares of our common stock by any method permitted by law deemed to be an “at the market offering”as defined in Rule415 of the Securities Act of 1933, as amended, which we refer to as the Securities Act,including without limitation sales made directly on The NASDAQ Global Select Market, on any otherexisting trading market for the common stock or to or through a market maker. In addition, with our priorconsent, the Distribution Agent may also sell the common stock by any other method permitted by law,including, but not limited to, negotiated transactions. Sales may be made at market prices prevailing at thetime of sale, at prices related to prevailing market prices or at negotiated prices. The Distribution Agent isnot required to sell any specific number or dollar amount of our common stock, but will act as agent usingcommercially reasonable efforts consistent with its normal sales and trading practices on terms mutuallyagreed upon between the Distribution Agent and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The Distribution Agent will be entitled to compensation at a commission rate of 2.75% of the grossproceeds from each sale of common stock. In connection with the sale of the common stock on our behalf,the Distribution Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, andthe compensation of the Distribution Agent will be deemed to be underwriting commissions or discounts.We have agreed to provide indemnification and contribution to the Distribution Agent against certainliabilities, including liabilities under the Securities Act. The common stock is not a savings account, deposit or other obligation of our bank or non-banksubsidiaries and is not insured or guaranteed by the Federal Deposit Insurance Corporation, or the FDIC, orany other government agency. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-5of this prospectussupplement, as well as those risk factors contained in our reports filed with the Securities and ExchangeCommission, or the SEC, that are incorporated or deemed to be incorporated by reference herein, to read aboutother risk factors you should consider before buying shares of our common stock. None of the SEC, any state securities commission, the Board of Governors of the Federal Reserve System,the FDIC or any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. D.A. Davidson & Co. The date of this prospectus supplement is February20, 2025. TABLE OF CONTENTS Prospectus Supplement PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-22PLAN OF DISTRIBUTIONS-22VALIDITY OF SECURITIESS-23EXPERTSS-23INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-23WHERE YOU CAN FIND MORE INFORMATIONS-24 PAGEABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivTHE COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF THE SECURITIES4DESCRIPTION OF COMMON STOCK5DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF DEPOSITARY SHARES20DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS25DESCRIPTION OF SUBSCRIPTION RIGHTS26PLAN OF DISTRIBUTION28LEGAL MATTERS31EXPERTS31INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE31WHERE YOU CAN FIND MORE INFORMATION32 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also supplements and, in certain cases, updates information contained in theaccompanying prospectus and the documents incorporated by reference in this prospectus supplement andthe accompanying prospectus. The second part, the accompanying prospectus, provides more generalinformation, some of which may not apply to this offering. You should read both this prospectus supplementand the accompanying prospectus, as well a