Merchants Bancorp 2024年度报告

Washington, D.C. 20549 FORM 10-K Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (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 Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerAccelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ 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 Rule 12b-2 of the Act). Yes☐No At June 30, 2024, the aggregate market value of the voting and non-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 $1.2 billion. As of February 24, 2025, the Registrant had 45,850,904 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s proxy statement, for its 2025 annual meeting of shareholders to be held May 15, 2025, to be filed within 120 days after December 31, 2024, are incorporatedby reference into Part III of this Form 10-K. MERCHANTS BANCORPAnnual Report on Form 10-KFor Year Ended December 31, 2024Table of Contents PART I Item 1.Business6Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities 36Item 6.Selected Financial Data38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure136Item 9A.Controls and Procedures136Item 9B.Other Information138Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections138 PART III Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters Item 13. Certain Relationships and Related Transactions, and Director Independence139 Principal Accounting Fees and Services139 PART IV 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 holding company, 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: allowance for credit losses on loans AFX: American Financial Exchange ALCO: Asset-Liability Committee AI: Artificial Intelligence CCO: Chief Credit Officer CDS: Credit Default Swap CECL: FASB Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments adopted by the Corporation on January 1, 2022. CISSP: Certified Information Systems Security Professional CMT: constant maturity rate CODM: chief operating decision maker Corporation: Merchants Bancorp CRA: Co