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Item 5. Market for Registrant’s Common Equity

2023-03-16 compared with 2022-03-16 · 25 added, 105 removed, 9 unchanged (94% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Shares of our common stock trade on the NASDAQ Global Select Market under the symbol "MRBK".

All share and per share amounts have been adjusted to reflect the two-for-one stock split effective February 28, 2023.

As of March 10, 2023, there were approximately 1,655 registered shareholders of the Corporation's common stock.

1 unchanged sentence

Share Repurchases

The following table presents the shares repurchased by the Corporation’s during the fourth quarter of 2021.

The following table presents the shares repurchased by the Corporation during the fourth quarter of 2022:

Issuer Purchases of Equity Securities

Total Number of

Maximum Number

Shares Purchased

of Shares that May

as Part of Publicly

Yet Be Purchased

Total Number of

Average Price Paid

Announced Plans or

Under the Plan or

Shares Purchased

October 1, 2021 - October 31, 2021

November 1, 2021 - November 30, 2021

(1) On April 26, 2021, the Corporation announced a stock repurchase plan pursuant to which the Corporation may repurchase up to $6 million of the company’s outstanding common stock, par value $1.00 per share.

S tock will be purchased from time to time in the open market or through privately negotiated transactions, or otherwise, at the discretion of management of the company in accordance with legal requirements.

On August 30, 2021, the Corporation announced that the purchase limit under the stock repurchase plan has been increased to $20 million of the company’s outstanding common stock over a two-year period.

(2) As of December 31, 2021, the maximum number of shares remaining authorized for repurchase was approximately 80,837, based on funds remaining under the plan of approximately $3.0 million and a share price of $36.77 as of December 31, 2021.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value that May Yet Be Purchased Under the Plan or Programs (1)

Dollars in thousands except share data

October 1, 2022 to October 31, 2022

86,602 $ 15.43 86,602

November 1, 2022 to November 30, 2022

126,794 15.66 126,794

December 1, 2022 to December 31, 2022

33,486 15.21 33,486

Total 246,882 $ 15.52 $ 4,652

(1) On August 30, 2021, the Corporation announced a stock repurchase plan pursuant to which the Corporation may repurchase up to $20 million of the company’s outstanding common stock, par value $1.00 per share.

Stock is purchased under the plan from time to time in the open market or through privately negotiated transactions, or otherwise, at the discretion of management of the company in accordance with legal requirements .

Dividend Policy

In 2020 the Corporation commenced quarterly cash dividends on its common stock.

During 2020 and 2021 the Board of Directors declared cash dividends as follows:

July 23, 2020

August 10, 2020

August 24, 2020

October 22, 2020

November 9, 2020

November 23, 2020

January 28, 2021

February 8, 2021

February 22, 2021

February 16, 2021

March 1, 2021

March 15, 2021

April 22, 2021

July 22, 2021

August 9, 2021

August 16, 2021

October 28, 2021

November 15, 2021

November 22, 2021

Special Dividends

On February 16, 2021, the Corporation’s Board of Directors declared a special dividend of $1.00 per share on its Common Stock, payable on March 15, 2021 to shareholders of record as of March 1, 2021.

On October, 28, 2021, the Corporation’s Board of Directors increased its quarterly dividend to $0.20 per share from $0.125 per share.

On January 27, 2022, the Corporation’s Board of Directors declared a special dividend of $1.00 per share on its Common Stock, payable on February 21, 2022 to shareholders of record as of February 14, 2022.

Future dividend payments will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements.

Also, the Corporation and the Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities.

Selected Financial Data

Selected historical consolidated financial information

The following table should be read in conjunction with our Consolidated Financial Statements and related notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations", each of which is included elsewhere in this Annual Report on Form 10-K.

As of and for the Years Ended December 31,

(Dollars in thousands, except per share data)

Selected Period End Balance Sheet Data:

Cash and cash equivalents

Investment securities

Loans receivable, gross

Loans held for sale

Allowance for loans losses

Goodwill and intangible assets, net

Interest-bearing deposits

Total deposits

Total liabilities

Total stockholders' equity

Selected Income Statement Data:

Interest income

Interest expense

Net interest income

Provisions for loan losses

Net interest income after provisions for loan losses

Non-interest income

Non-interest expense

Net income before income taxes

Income tax expense

Preferred stock dividends and net accretion

Net income available to common stockholders

Selected Per Share Data:

Earnings per common share, basic

Earnings per common share, diluted

Book value per common share

Tangible book value per share (1)

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

Shares outstanding at the end of period

Selected Performance Metrics:

Return on average assets (ROAA)

Return on average equity (ROAE)

Net interest spread

Net interest margin (NIM)

Efficiency ratio

Non-interest income to average assets

Non-interest expense to average assets

Yield on interest-earning assets

Cost of interest-bearing liabilities

Yield on loans

Cost of deposits

Selected Credit Quality Ratios:

Non-performing assets to total assets

Non-performing loans to total loans

Allowance for loan losses to non-performing loans

Allowance for loan losses to total loans

Allowance for loan losses to total loans held-for-investment (excluding loans at fair value and PPP loans) (1)

Net charge-offs to average loans

Corporation Capital Ratios:

Tier 1 leverage capital ratio

Tier 1 risk-based capital ratio

Total risk-based capital ratio

Common equity tier 1 capital ratio

(1) A non-GAAP measure.

Refer to Non-GAAP Financial Measures section for reconciliation to GAAP.

During 2022, and 2021, the Board of Directors declared cash dividends as follows:

Date Declared Date of Record Date Paid Quarterly Dividend $ Special Dividend $

January 28, 2021 February 8, 2021 February 22, 2021 0.06 —

February 16, 2021 March 1, 2021 March 15, 2021 — 0.50

April 22, 2021 May 10, 2021 May 17, 2021 0.06 —

July 22, 2021 August 9, 2021 August 16, 2021 0.06 —

October 28, 2021 November 15, 2021 November 22, 2021 0.10 —

January 27, 2022 February 14, 2022 February 21, 2022 — 0.50

April 28, 2022 May 16, 2022 May 23, 2022 0.10 —

July 28, 2022 August 15, 2022 August 22, 2022 0.10 —

October 27, 2022 November 14, 2022 November 21, 2022 0.10 —

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity