Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2021, the Board of Directors of Merchants Bancorp (the "Company") approved of and the Company's wholly owned subsidiary, Merchants Capital Corp. ("Merchants Capital"), entered into that First Amended and Restated Employment Agreement ("2021 Employment Agreement") with Michael R. Dury, Merchants Capital's Chief Executive Officer and President.

The 2021 Employment Agreement amends and restates that Employment Agreement between Mr. Dury and Merchants Capital dated December 29, 2010, as previously amended, and is effective as of January 1, 2021. In particular, the 2021 Employment Agreement:





  1. Provides Mr. Dury a base salary of $250,000.

  2. Increases the thresholds Mr. Dury must achieve to receive commission
     compensation and limits his commission compensation to only a particular
     group of Merchants Capital's customers. The following table provides the
     increased thresholds:

Fees on Loans to Designated Borrowers Originated by Mr. Dury During Calendar Year Commissions Earned by Mr. Dury Under an amount equal to 2x base salary None


                                                20% of the portion of the fees that

Exceed 2x base salary but less than $750,000 exceeds 2x base salary but are less


                                                than $750,000
                                                25% of the portion of the fees that

Exceed $750,000 but less than $1,000,000 exceeds $750,000 but are less than

$1,000,000
Exceed $1,000,000                               30% of the portion of the fees that
                                                exceeds $1,000,000

3. Adds a volume bonus of 5 basis points of Merchants Capital's total fee income


    (the calculation of total fee income excludes any fees received related to
    customers for which Mr. Dury was paid under the above commission compensation
    structure).

The 2021 Employment Agreement, among other things, more closely associates Mr. Dury's compensation to the overall success of Merchants Capital.

Other than as provided above, the material terms of Mr. Dury's Employment Agreement are unaffected. In particular, Mr. Dury's employment remains "at will", the 2021 Employment Agreement can be terminated at any time, and Mr. Dury is subject to a 12-month non-competition period after termination. In addition to compensation under the 2021 Employment Agreement, Mr. Dury will continue to be eligible for compensation under the Merchants Bancorp 2017 Equity Incentive Plan.

The foregoing summary of the 2021 Employment Agreement is qualified in its entirety by the full text thereof.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.                                    Description
  10.1       First Amended and Restated Employment Agreement by and between
           Merchants Capital Corp. and Michael R. Dury dated as of January 1,
           2021.
104        104 Cover Page Interactive Data File. The cover page XBRL tags are
           embedded within the inline XBRL document (contained in Exhibit 101).

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