SecProbe.io

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 MERCHANTS BANCORP

 410 Monon Blvd.

 Carmel, Indiana 46032

 June 2, 2025

 VIA EDGAR

 Robert Arzonetti

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Merchants Bancorp

 Registration Statement on Form S-3

 File No. 333-287555

 Request for Acceleration

 Dear Mr. Arzonetti:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Merchants Bancorp, hereby respectfully requests
that the effective date of the above-referenced Registration Statement on Form S-3 filed with the Securities and Exchange Commission,
be accelerated to 4:00 p.m. Eastern Time, on June 4, 2025, or as soon thereafter as practicable.

 Please contact Michael J.
Messaglia of Krieg DeVault LLP at (317) 238-6249 or mmessaglia@kdlegal.com with any questions you may have concerning this request. In
addition, please notify Mr. Messaglia when this request for acceleration has been granted.

 Thank you for your consideration
in this matter.

 Respectfully,

 /s/ Terry A. Oznick

 Terry A. Oznick

 General Counsel and Secretary

 cc:           Michael
J. Messaglia, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Michael F. Petrie
Chief Executive Officer
Merchants Bancorp
410 Monon Blvd.
Carmel, IN 46032

 Re: Merchants Bancorp
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287555
Dear Michael F. Petrie:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Michael Messaglia, Esq.
</TEXT>
</DOCUMENT>

February 20, 2025
Sean Sievers
Chief Financial Officer
Merchants Bancorp
410 Monon Blvd.
Carmel, IN 46032
Re:Merchants Bancorp
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-38258
Dear Sean Sievers:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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February 14, 2025

VIA EDGAR AND ELECTRONIC SUBMISSION

Mengyao Lu

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Merchants Bancorp
 Form 10-K for the Fiscal Year Ended December 31, 2023
 Form 10-Q for the Quarterly Period Ended September 30, 2024
 File No. 001-38258

Dear Ms. Lu:

This letter is submitted in response to the comments set forth in your
letter addressed to Mr. Sean Sievers, Chief Financial Officer of Merchants Bancorp (the “Company”), dated December 18,
2024 (the “Comment Letter”). Our responses to the Comment Letter are set forth below. The page references in the responses
correspond to the page numbers in our Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”)
and Form 10-Q (the “Form 10-Q”) for the quarterly period ended September 30, 2024.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of

Operations

Loans Receivable, Net, page 52

1. Please revise your disclosures, in future filings, to present
loan maturity information as of the end of the latest reported period for each loan category (e.g., Residential real estate, Multi-family
financing, Healthcare financing, etc.) for which disclosure is required in the financial statements. Please also disclose, in further
filings, the amounts due after one year for each loan category that have pre-determined interest rates and adjustable interest rates,
respectively. We note Item 1404 of Regulation S-K.

Response:

Future filings will contain loan maturity and rate information for
each loan category.

2. We note your disclosure that Multi-family financing loans and
Healthcare financing loans comprised approximately 40% and 23%, respectively, of your total loans held for investment as of December 31,
2023. Given the significance of these loans in your total loan portfolio, including the national scope of this lending, please revise
future filings to further disaggregate the composition of these loans to address geographic and any industry concentrations to the extent
material to an investor’s understanding of these portfolio types. We note Item 303 of Regulation S-K.

    410 Monon
    Blvd., Carmel, IN 46032 | PHONE 317.324.4660 | WEB www.bankmerchants.com

Response:

While the Multi-family and Healthcare financing loan portfolios are
national in scope, there are no material concentrations by industry. However, future filings will contain geographic concentrations for
these portfolios, and we will monitor for emerging industry concentrations, if any, for future disclosure.

Note 14-Credit Linked Notes, page 110

3. We note your disclosure of the credit linked notes issued in
2023. Please tell us how you considered the disclosures required under ASC 815-10-50-4K regarding any credit derivatives or embedded credit
derivatives, such as the maximum potential amount of future payments (undiscounted) that you could be required to make under the credit
derivative and the fair value of the credit derivative as of the balance sheet date. Please also revise future filings, if necessary.

Response:

The disclosures required under ASC 815-10-50-4K were considered as
they pertain to the credit linked note that was executed in 2023. However, the Company was the buyer of credit protection rather than
the seller of the credit protection, as we will be receiving a reduction in the principal amount of the note in the event of defaults
in the referenced portfolio. Therefore, in accordance with ASC 815-10-50-4J, management believes these disclosures are not applicable.

Form 10-Q for the Quarterly Period Ended September 30,
2024

Condensed Consolidated Statements of Income, page 4

4. We note you disclosed $16.1 million in losses on derivative put
options in Note 8 for the quarter ended September 30, 2024. In future filings, please separately disclose this loss on the face of
the consolidated statements of income in the other income section. We note Item 14 of Rule 9-04 of Regulation S-X.

Noninterest Income, page 60.

Response:

By design, the derivative put options provide substantially equal and
offsetting protection for changes in fair value on certain securities available for sale that the Company elected to account for under
the fair value option, with changes in fair value reflected in earnings. The gain in fair value on the security was $16.9 million, while
the loss in fair value on the related put option derivative was $16.9 million, both of which were recorded in Other Noninterest Income
on the Statement of Income, resulting in no net impact to earnings. Therefore, the Company believes it would be misleading and inappropriate
to report the loss on the face of the Statement of Income. However, in future filings the transaction will be clarified in the derivatives
footnote to describe both sides of the transaction, which by design should have no net impact on earnings.

    410 Monon
    Blvd., Carmel, IN 46032 | PHONE 317.324.4660 | WEB www.bankmerchants.com

5. Please more fully disclose and discuss in future filings, the
existence of and reasons for the quarterly loss on derivative put options ($16.1 million) and interest rate floors ($7.7 million), which
comprise the majority of the $27 million quarterly loss on derivatives as noted in Note 8 on page 31. We note Item 303(b) of
Regulation S-K.

Response:

Future filings will contain the nature of the loss on derivative put
options and the equal and offsetting gain on the related securities available for sale utilizing the fair value option, both of which
are included in other income as described in the response to number 4 above. Because the amounts are substantially equal and offsetting
in the same line item on the Statement of Income, they will have no net impact to earnings.

The Company also has an arrangement with counterparties, whereby there
is a guaranteed minimum interest rate the Company will receive on certain assets bearing variable interest rates. This arrangement was
determined to be a free-standing derivative, recorded in Other Assets and any changes in value are recognized as Other Noninterest Income.
The $7.7 loss on interest rate floor derivatives in the Form 10-Q was associated with the change in fair value during the period,
driven largely by the change in market interest rates. It is not anticipated that the losses will be significant in the future, but will
be discussed in future filings if the amounts are material.

    Sincerely,

    MERCHANTS BANCORP

    /s/ Sean Sievers

    Sean Sievers

    EVP, Chief Financial Officer

    410 Monon
    Blvd., Carmel, IN 46032 | PHONE 317.324.4660 | WEB www.bankmerchants.com

December 18, 2024
Sean Sievers
Chief Financial Officer
Merchants Bancorp
410 Monon Blvd.
Carmel, IN 46032
Re:Merchants Bancorp
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended September 30, 2024
File No. 001-38258
Dear Sean Sievers:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Loans Receivable, Net, page 52
1.Please revise your disclosures, in future filings, to present loan maturity information
as of the end of the latest reported period for each loan category (e.g., Residential real
estate, Multi-family financing, Healthcare financing, etc.) for which disclosure is
required in the financial statements. Please also disclose, in further filings, the
amounts due after one year for each loan category that have pre-determined interest
rates and adjustable interest rates, respectively. We note Item 1404 of Regulation S-K.
We note your disclosure that Multi-family financing loans and Healthcare financing
loans comprised approximately 40% and 23%, respectively, of your total loans held
for investment as of December 31, 2023. Given the significance of these loans in your
total loan portfolio, including the national scope of this lending, please revise future
filings to further disaggregate the composition of these loans to address geographic 2.

December 18, 2024
Page 2
and any industry concentrations to the extent material to an investor’s understanding
of these portfolio types. We note Item 303 of Regulation S-K.
Note 14-Credit Linked Notes, page 110
3.We note your disclosure of the credit linked notes issued in 2023. Please tell us how
you considered the disclosures required under ASC 815-10-50-4K regarding any
credit derivatives or embedded credit derivatives, such as the maximum potential
amount of future payments (undiscounted) that you could be required to make under
the credit derivative and the fair value of the credit derivative as of the balance sheet
date. Please also revise future filings, if necessary.
Form 10-Q for the Quarterly Period Ended September 30, 2024
Condensed Consolidated Statements of Income, page 4
4.We note you disclosed $16.1 million in losses on derivative put options in Note 8 for
the quarter ended September 30, 2024. In future filings, please separately disclose this
loss on the face of the consolidated statements of income in the other income
section. We note Item 14 of Rule 9-04 of Regulation S-X.
Noninterest Income, page 60
5.Please more fully disclose and discuss in future filings, the existence of and reasons
for the quarterly loss on derivative put options ($16.1 million) and interest rate floors
($7.7 million), which comprise the majority of the $27 million quarterly loss on
derivatives as noted in Note 8 on page 31. We note Item 303(b) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Mengyao Lu at 202-551-3471 or John Nolan at 202-551-3492 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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MERCHANTS BANCORP

410 Monon Blvd.

Carmel, Indiana 46032

August 15, 2022

VIA EDGAR

Jessica Livingston

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Merchants Bancorp

Registration Statement on Form S-3

File No. 333-266672

Request for Acceleration

Dear Ms. Livingston:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Merchants Bancorp, hereby respectfully requests
that the effective date of the above-referenced Registration Statement on Form S-3 filed with the Securities and Exchange Commission,
be accelerated to 4:00 p.m. Eastern Time, on August 17, 2022, or as soon thereafter as practicable.

Please contact Michael J.
Messaglia of Krieg DeVault LLP at (317) 238-6249 or mmessaglia@kdlegal.com with any questions you may have concerning this request. In
addition, please notify Mr. Messaglia when this request for acceleration has been granted.

Thank you for your consideration
in this matter.

    Respectfully,

    /s/ Terry A. Oznick

    Terry A. Oznick

    General Counsel and Secretary

 cc: Michael J. Messaglia, Esq.

United States securities and exchange commission logo
August 12, 2022
Terry A. Oznick
Senior Vice President, General Counsel
Merchants Bancorp
410 Monon Blvd.
Carmel, Indiana 46032
Re:Merchants Bancorp
Registration Statement on Form S-3
Filed August 8, 2022
File No. 333-266672
Dear Mr. Oznick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Michael J. Messaglia

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MERCHANTS BANCORP

410 Monon Blvd.

Carmel, Indiana 46032

January 7, 2020

VIA EDGAR

Ms. Sonia Bednarowski

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Merchants Bancorp

Registration Statement on Form S-3

File No. 333-235744

Request for Acceleration

Dear Ms. Bednarowski:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Merchants Bancorp, hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 filed with the Securities and Exchange Commission, be accelerated to 4:00 p.m. Eastern Time, on January 9, 2020, or as soon thereafter as practicable.

Please contact Michael J. Messaglia of Krieg DeVault LLP at (317) 238-6249 or mmessaglia@kdlegal.com or Robert J. Wild of Krieg DeVault LLP at (312) 235-1119 or rwild@kdlegal.com with any questions you may have concerning this request. In addition, please notify Mr. Messaglia or Mr. Wild when this request for acceleration has been granted.

Thank you for your consideration in this matter.

Respectfully,

/s/   Terry A. Oznick

Terry   A. Oznick

Senior   Vice President, General Counsel

cc:                                Michael J. Messaglia, Esq.

Robert J. Wild, Esq.

January 6, 2020
Michael F. Petrie
Chief Executive Officer
Merchants Bancorp
11555 North Meridian Street, Suite 400
Carmel, IN 46032
Re:Merchants Bancorp
Registration Statement on Form S-3
Filed December 30, 2019
File No. 333-235744
Dear Mr. Petrie:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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MERCHANTS BANCORP

11555 North Meridian Street, Suite 400

Carmel, Indiana 46032

December 14, 2018

VIA EDGAR

Jessica Livingston, Staff Attorney

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:                             Merchants Bancorp

Registration Statement on Form S-3

File No. 333-228721

Request for Acceleration

Dear Ms. Livingston:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, on behalf of Merchants Bancorp, hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 filed with the Securities and Exchange Commission, be accelerated to 4:00 p.m. Eastern Time, on December 18, 2018, or as soon thereafter as practicable.

Please contact Michael J. Messaglia of Krieg DeVault LLP at (317) 238-6249 or mmessaglia@kdlegal.com or Robert J. Wild of Krieg DeVault LLP at (312) 235-1119 or rwild@kdlegal.com with any questions you may have concerning this request.  In addition, please notify Mr. Messaglia or Mr. Wild when this request for acceleration has been granted.

Thank you for your consideration in this matter.

Respectfully,

/s/ Terry A. Oznick

Terry A. Oznick

Senior Vice President,   General Counsel

cc:                                Michael J. Messaglia, Esq.

Robert J. Wild, Esq.

December 13, 2018
Terry A. Oznick
Senior Vice President, General Counsel
Merchants Bancorp
11555 North Meridian Street, Suite 400
Carmel, IN 46032
Re:Merchants Bancorp
Registration Statement on Form S-3
Filed December 7, 2018
File No. 333-228721
Dear Mr. Oznick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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October 23, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention: Christopher Durham, Staff Attorney

Re:                             Merchants Bancorp

Registration Statement on Form S-1

File No. 333-220623

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Merchants Bancorp that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-220623) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on October 25, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters have effected between October 16, 2017 and the date hereof approximately the following distribution of the preliminary prospectus:

1,762 copies to institutions, prospective underwriters and others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

SANDLER   O’NEILL & PARTNERS, L.P.

STEPHENS INC.

as Representatives of   the underwriters

By:

Sandler   O’Neill & Partners Corp.,

the sole general   partner

By:

/s/ Jennifer Docherty

Name:

Jennifer Docherty

Title:

Authorized Signatory

By:

Stephens Inc.

By:

/s/ Jeffrey D. Jones

Name:

Jeffrey D. Jones

Title:

Managing Director

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MERCHANTS BANCORP

11555 North Meridian Street, Suite 400

Carmel, Indiana 46032

October 23, 2017

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Durham, Staff Attorney

Re:

Acceleration Request

Merchants Bancorp

Registration Statement on Form S-1

(File No. 333-220623)

Ladies and Gentlemen:

We refer to the registration statement on Form S-1 (File No. 333-220623) (as amended, the “Registration Statement”), of Merchants Bancorp (the “Company”), relating to the registration of the Company’s voting common Stock, no par value per share.

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests the acceleration of the effectiveness of the Registration Statement so that it may become effective at 4:00 p.m. (Eastern time) on October 25, 2017 or as soon as practicable thereafter.

The Company hereby acknowledges the following:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, the Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Please orally confirm the effectiveness of the Registration Statement with our counsel, Krieg DeVault LLP, by calling Michael J. Messaglia at (317) 238-6249.  We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at mmessaglia@kdlegal.com.

Very truly yours,

Merchants Bancorp

By:

/s/ Michael F. Petrie

Michael F. Petrie

Chairman and Chief   Executive Officer

cc:

Krieg DeVault LLP

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October 16, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention:  Christopher Durham, Staff Attorney

RE:        Merchants Bancorp

Registration Statement on Form S-1

File No. 333-220623 (the “Registration Statement”)

Dear Mr. Durham:

On behalf of Merchants Bancorp (the “Company”), we are writing in response to the oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission on September 29, 2017 regarding the filing of schedules and exhibits to Exhibits 10.8 and 10.9 in the Registration Statement as required by Item 601(b)(10) of Regulation S-K.  Concurrently herewith, the Company has filed an amendment to the Registration Statement (the “Amendment”).

The Company acknowledges the Staff’s comment regarding Exhibit 10.8 and has refiled this exhibit in the Amendment with its only exhibit and the Subordinated Promissory Note.

The Company acknowledges the Staff’s comment regarding Exhibit 10.9 and has filed Exhibits 10.9, 10.10 and 10.11 from the Registration Statement, each of which relate to the Company’s acquisition of Joy State Bank, in the Amendment under Item 601(b)(2) of Regulation S-K as Exhibits 2.1, 2.2 and 2.3, respectively. The Company believes that filing under Item 601(b)(2) is appropriate as each of these agreements relate to a plan of acquisition.  As permitted by Item 601(b)(2), disclosure schedules to each of these agreements, as applicable, have not been filed based upon the Company’s conclusion that the schedules do not contain information which is material to an investment decision.  The exhibit index included in the Amendment includes an undertaking to supplementally furnish omitted schedules. The Company has refiled Exhibit 2.2 in the Amendment with its exhibits.

As a result of the filing of the Joy State Bank agreements under Item 601(b)(2) of Regulation S-K, the exhibits numbered 10.12 through 10.16 in the Registration Statement have been renumbered in the Amendment to reflect the updated order of the exhibits filed under Item 601(b)(10) of Regulation S-K.

Securities and Exchange Commission

October 16, 2017

Page 2

The Company believes the foregoing provides a complete response to the Staff’s comment.  If you have questions regarding the foregoing or require any additional information, please feel free to contact me directly at (317) 238-6249 or Robert J. Wild at (312) 235-1119.

Respectfully,

/s/Michael   J. Messaglia

Michael   J. Messaglia

cc:        John Macke

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September 25, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Attention:  Erin E. Martin, Special Counsel

RE:                           Merchants Bancorp

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted September 12, 2017

CIK No. 0001629019

Dear Ms. Martin:

On behalf of Merchants Bancorp (the “Company”), we are writing in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in that letter dated September 22, 2017 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). Concurrently herewith, the Company has publicly filed its Registration Statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the responses of the Company. Page numbers and other similar references used in the Staff’s comments below refer to the Draft Registration Statement as submitted on September 12, 2017; page numbers and other similar references used in the Company’s responses refer to the Registration Statement.

Risk Factors

“Liquidity risks could affect operations and jeopardize our business, financial condition, and results of operations,”  page 19

1.                                      We note your revisions in response to comment 5.  In order to provide appropriate context to investors, please disclose the risks that brokered deposits specifically present compared to other sources of funding.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure accordingly.  See pages 19 and 75 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Loan Origination Guidelines, page 50

2.                                      We note your disclosure that commercial and commercial real estate loans are underwritten in accordance with “appropriate loan to value and debt service coverage ratios, and include other financial covenants including leverage ratios where we deem necessary.”  Please revise your disclosure to discuss the loan-to-value, debt coverage ratio or leverage ratio ranges specified by your underwriting policy.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure accordingly.  See page 50 of the Registration Statement.

Interest Rate Risk, page 79

3.                                      We note your response to comment 7 and the revised disclosures on page 80.  Please expand your disclosure to specify the policy limits for interest rate risk set by the Asset-Liability Committee of the board of directors. Describe what remediation actions could be taken if you were not within your policy limits.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure accordingly.  See page 80 of the Registration Statement.

The Company believes the foregoing provides a complete response to the Comment Letter.  If you have questions regarding the foregoing or require any additional information, please feel free to contact me directly at (317) 238-6249 or Robert J. Wild at (312) 235-1119.

Respectfully,

/s/ Michael J. Messaglia

Michael J. Messaglia

cc:                                John Macke, Chief Financial Officer, Merchants Bancorp

Mail Stop 4720

September 22, 2017

John Macke
Principal Financial Officer
Merchants Bancorp
11555 North Meridian Street, Suite 400
Carmel, IN 46032

Re: Merchants Bancorp
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September 12, 2017
  CIK No. 0001629019

Dear Mr. Macke :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  I f you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Risk Factors

“Liquidity risks could affect operations and jeopardize our business, financial condi tion, and
results of operations, ” page 19

1. We note your revisions in response to comment 5.  In order to provide appropriate context to
investors, please disclose the risks that brokered deposits specifically present compared to
other sources of funding.

John Macke
Merchants Bancorp
September 22, 2017
Page 2

 Management’s Discussion and Analysis of Financial Con dition and Results of Operation

Loan Origination Guidelines, page 50

2. We note your disclosure that commercial and commercial real estate loans are underwritten
in accordance with  “appropriate loan to value and debt service coverage ratios, and include
other financial covenants including leverage ratios where we deem necessa ry.”  Please revise
your disclosure to discuss the loan -to-value, debt coverage ratio or leverage ratio ranges
specified by your underwriting policy.

Interest Rate Risk, page 79

3. We note your response to comment 7 and the revised disclosures on page  80.  Please expand
your disclosure to specify the policy limits for interest rate risk set by the Asset -Liability
Committee of the board of directors .  Describe what remediation actions could be taken  if
you were not within your policy limits .

You may contact Lory Empie, Staff Accountant, at (202) 551 -3714  or Hugh West,
Accounting Branch Chief, at (202) 551 -3872  if you have questions regarding  comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney,  at
(202) 551 -3783  or, in his absence,  me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office  of Financial Services

cc: Michael J. Messaglia , Esq.

Mail Stop 4720

August 23, 2017

John Macke
Principal Financial Officer
Merchants Bancorp
11555 North Meridian Street, Suite 400
Carmel, IN 46032

Re: Merchants Bancorp
Draft Registration Statement on Form S-1
Submitted July 27, 2017
  CIK No. 0001629019

Dear Mr. Macke :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing  the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is ap propriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Summary , page 1

2. We note your disclosure  regarding your experienced management, business growth and
competitive strengths .  Please balance this discussion  with a summary of the material
risks that you face.

John Macke
Merchants Bancorp
August 23, 2017
Page 2

 Experienced Board and Management Team, page 1

3. Please disclose that  Messrs. Petrie and Rogers  will collectively control the outcome of
matters submitted to your shareholders for approval, including the election or removal of
directors, the amendment of our  articles of incorporation, along with significant
transactions.   Please further disclose that their ability to control the company  may conflict
with the interests your other shareholders.   Please refer to Item 50 3(a) of Regulation S -K
for guidance.

Pending Acquisitions, page  11

4. Please briefly  describe your “additional product offerings”  and the “attractive program”
you will have access to as a result of your two pending acquisitions.  Please revise the
disclosure in “Our Corporate Structure ” section to identify the materia l changes these
acquisitions will have on the “various banking and financial services” you offer , as
applicable .

Risk Factors

Liquidity risks could affect operations and jeopardize our business . . . , page 19

5. In this risk factor or a separate risk factor, please highlight your  use of brokered deposits
as a significant  source of funds in recent periods and discuss the material risks associated
with their use.

Management’s Discussion and Analysis of Financial Condition and Results of Operation , page
48

General

6. Please revise to include quantitative and qualitative disclosures about market risk
required by Item 305 of Regulation S -K.

7. Please revise where appropriate to include a discussion of the general policies governing
your loan origination activities for loans held for investment.  Include loan -to-value, debt
coverage and collateralization percentage s where possible, such that investors may better
understand the underlying risk characteristics  of loans held for investment.

John Macke
Merchants Bancorp
August 23, 2017
Page 3

 Management

Board and Committee Matters

Director Independence, page 106

8. Please disclose whether or not you will be a controlled com pany under NASDAQ rules as
well any exemptions available to you as a result, whether or not you currently inten d to
utilize any such exemption.  In this regard , we note your first risk factor on page 34.

Executive Compensation

Employment Agreements, page 113

9. Please disclose the material terms of Mr. Dury’s employment agreement , including the
applicable commission percentage of loan fees above a certain threshold , as well as his
2016 bonus .  To the extent Mr. Dury’s 2016 bonus e xceeded the commissions he was due
under his amended employment contract, please disaggregate these amounts in a footnote
to the Summary Compensation Table.   Please refer to Item 402(o) of Regulation S -K for
guidance.

Certain Relationships and Related Party Transactions

Pending Acquisition of Joy State Bank, page 119

10. Please disclose how your board of directors considered and approved the first amendment
to the Joy State Bank merger agreement , as well as the related stock purc hase agreement
with two directors that control approximately 95% of your common stock .  For example,
please disclose whether  and to what extent M essrs . Petrie and Rogers participated in
discussions concerning these transactions  and whether such transaction s were approved
by either your Audit Committee or a special committee  of your board of directors .

Directed Share Program , page 138

11. We note your disclosure that  in addition to officers, directors  and employees,  shares
under the directed share program will be offered to  “certain other individuals associated
with us . . . .”   Please revise your disclosure to identify with more specificity the category
of persons eligible to participate in the program.   Additionally, please disclose whether
these shares will be subject to the same lock-up period.

John Macke
Merchants Bancorp
August 23, 2017
Page 4

 Exhibit Index

12. Please attach the Subordinated Promissory Note referenced in Exhibit 10.8 , which
define s material terms of your revolving subordin ated loan agreement, such as its
maturity date and interest rate.

You may contact Lory Empie, Staff Accountant, at (202) 551 -3714  or Hugh West,
Accounting Branch Chief, at (202) 551 -3872  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Att orney,  at
(202) 551 -3783  or, in his absence,  me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office  of Financial Services

cc: Michael J. Messaglia , Esq.