DEF 14A of Mercantile Bank Corp, Apr 2, 2026

DEF 14A of Mercantile Bank Corp

Filed Apr 2, 2026 · FY20250001437749-26-010964

Open on EDGAR

  1. Notice of 2026 Annual Meeting of Shareholders

    | Director Compensation for 2025 | 56 | | CEO Pay Ratio | 57 | | Policies and Practices for Granting Certain Equity Awards | 58 | | Pay Versus Performance | 58 | | PROPOSAL #2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | PROPOSAL #3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THIS PROXY STATEMENT | 63 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 64 | | TRANSACTIONS WITH RELATED PERSONS | 64 | | SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 64 | | OTHER MATTERS | 64 |

  2. BOARD OF DIRECTORS EXPERIENCE AND SKILLS

    | ● | Base salary | | ● | Short-term incentive compensation | | ● | Long-term incentive compensation | | ● | Other benefits | | ● | The equity-based plans encourage our executive officers and other employees to focus on increasing shareholder value over a period of years | | ● | The deferred compensation and 401(k) plans provide helpful ways for our employees to save for retirement | | ● | Bonus plans are typically based on a variety of metrics tied to our financial performance and contain "claw-back" provisions if the executive officer engages in certain activities or a payout is based on materially inaccurate financial statements or other materially inaccurate performance metric criteria |

  3. BOARD OF DIRECTORS EXPERIENCE AND SKILLS

    | EXECUTIVE OFFICER | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) | | Raymond E. Reitsma | 734,600 | - | 471,283 | 462,798 | - | 101,302 | 1,769,983 | | Charles E. Christmas | 444,050 | - | 198,037 | 186,501 | - | 71,392 | 899,980 | | Mark S. Augustyn | 450,230 | - | 200,705 | 165,460 | 7,393 | 68,854 | 892,642 | | Scott P. Setlock | 353,100 | - | 157,513 | 129,764 | - | 57,351 | 697,728 | | Brett E. Hoover | 294,250 | - | 116,436 | 92,689 | - | 53,667 | 557,042 |

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    | (2) Includes 12,399 shares of restricted stock and 258 shares Mr. Augustyn holds in an IRA. Also includes 268 shares Mr. Augustyn’s spouse owns in her IRA. |

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    | (3) Includes 24,260 shares that Mr. Christmas holds jointly with his spouse, 15,333 shares of restricted stock, and 50,392 shares that Mr. Christmas owns under Mercantile Bank’s 401(k) plan. Also includes 2,072 shares that Mr. Christmas’ spouse, who is currently employed by Mercantile Bank, owns under Mercantile Bank’s 401(k) plan as well as 510 shares that she owns in her IRA. |

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    | (6) Includes 7,879 shares of restricted stock and 1,042 shares that Mr. Hoover owns under Mercantile Bank’s 401(k) plan. |

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    | (9) Includes 32,198 shares that Mr. Reitsma owns jointly with his spouse, 32,071 shares of restricted stock, 23,115 shares that Mr. Reitsma owns under Mercantile Bank’s 401(k) plan as well as 2,153 shares that he owns in his IRA. |

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    | (11) Includes 12,918 shares that Mr. Setlock holds jointly with his spouse, 10,225 shares of restricted stock, and 8,933 shares that Mr. Setlock owns under Mercantile Bank’s 401(k) plan. |

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    | (12) Includes 85,447 shares of restricted stock awarded under our stock-based compensation plans, and 105,463 shares that such persons own under Mercantile Bank’s 401(k) plan, including 2,072 shares held by Mr. Christmas’ spouse. |

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    | (13) The percentages shown are based on the 17,271,419 shares of our common stock outstanding as of March 17, 2026, plus the number of shares that the named person or group has the right to acquire within 60 days of March 17, 2026. For purposes of computing the percentages of outstanding shares of common stock held by each person, any shares that the person has the right to acquire within 60 days after March 17, 2026, are deemed to be outstanding with respect to such person but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person. |

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    | Stock Owned by 5% Beneficial Owners |

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    The following table presents information regarding the beneficial ownership of our common stock by each person known to us to beneficially own more than 5% of our outstanding shares of common stock as of March 17, 2026.

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    | Name and Address of Beneficial Owner | Amount Beneficially Owned | Percent of Class Beneficially Owned(4) | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055(1) | 1,223,591 | 7.1% | | Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746(2) | 1,031,485 | 6.0% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(3) | 1,039,359 | 6.0% |

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    | (1) The information is based on a Schedule 13G, Amendment No. 3, filed with the SEC on April 24, 2025. BlackRock, Inc. may be deemed to have beneficial ownership of the shares reflected in the table as of March 31, 2025. BlackRock reported aggregate beneficial ownership of 1,223,591 shares, with sole voting power over 1,188,864 shares and sole dispositive power over 1,223,591 shares. |

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    | (2) The information is based on a Schedule 13G, Amendment No. 8, filed with the SEC on January 21, 2026. Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. It furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). Dimensional reported aggregate beneficial ownership of 1,031,485 shares, with sole voting power over 1,014,369 shares and sole dispositive power over 1,031,485 shares. Though Dimensional may possess voting and/or investment power over the shares, it disclaims beneficial ownership of such securities, which are owned by the Funds. |

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    | (3) The information is based on a Schedule 13G Amendment No. 2, filed with the SEC on July 29, 2025. The Vanguard Group reported aggregate beneficial ownership of 1,039,359 shares, with shared power to vote 9,813 shares, sole power to dispose 1,014,094 shares, and shared power to dispose 25,265 shares. |

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    | (4) The percentages shown are based on the 17,271,419 shares of our common stock outstanding as of March 17, 2026. |

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    | PROPOSAL #1 – ELECTION OF DIRECTORS |

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    | Information About Our Directors |

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    Our articles of incorporation, as amended, and bylaws provide that our Board of Directors will consist of between six and fifteen directors, with the exact number of directors determined from time to time by our Board of Directors. Our directors are elected annually to one-year terms. Our Board of Directors currently has twelve members. Our Board of Directors has nominated the following as directors for election at this year’s annual meeting for one-year terms expiring at the 2027 annual meeting:

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    | ● | Michael S. Davenport | | ● | Michelle L. Eldridge | | ● | Joseph D. Jones | | ● | Richard D. MacDonald | | ● | Michael H. Price | | ● | David B. Ramaker | | ● | Raymond E. Reitsma | | ● | Nelson F. Sanchez | | ● | Sara A. Schmidt | | ● | Steven J. Schweihofer | | ● | Amy L. Sparks | | ● | Shoran R. Williams |

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    Each of the nominees is presently a director whose term expires at this year’s annual meeting. Our Board of Directors recommends that you vote FOR each of the twelve nominees named above. Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for the election of the twelve nominees. All of the nominees have indicated their willingness to continue to serve. If any nominee should become unwilling or unavailable to serve, our Board of Directors may select a substitute nominee, and in that event the proxies intend to vote all proxies for the person selected, as well as the other nominees. If a substitute nominee is not selected, the proxies intend to vote for the election of the remaining nominees. Our Board of Directors has no reason to believe that any of the nominees will become unavailable. Set forth below is information about the nominees for election as directors. The factual information about each nominee and director has been provided by that person. The particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each should serve on our Board, in light of our business and structure, were determined by our Board or its Governance and Nominating Committee. There are no family relationships among any of our directors, nominees for director and executive officers.

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    | Nominees for Director |

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    | MICHAEL S. DAVENPORT DIRECTOR SINCE 2020 AGE: 56 | Mr. Davenport has been a director of Mercantile since 2020 and a member of Mercantile Bank’s Board since 2017. Mr. Davenport was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. Davenport has served as President and Chief Executive Officer of Jireh Metal Products since 2015. Prior to that, he held a variety of positions at major financial institutions, including U.S. Bank, Fifth Third Bank and First Financial Bank. Overall, his background includes over 13 years in the banking industry, holding positions in sales, risk management and community development. Mr. Davenport earned a Bachelor of Science degree in psychology from Xavier University and a Juris Doctor degree from the University of Cincinnati College of Law. Mr. Davenport serves on the Boards of The Right Place, The Right Place Manufacturing Council, The Michigan Manufacturing Technology Center and the Xavier University President's Advisory Council. Mr. Davenport’s background in banking, risk management, law and community development were key factors in our determination that he should be a member of our Board. |

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    | MICHELLE L. ELDRIDGE DIRECTOR SINCE 2016 AGE: 60 | Ms. Eldridge has been a director of Mercantile since 2016 and a member of Mercantile Bank’s Board since 2014. Ms. Eldridge was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Ms. Eldridge currently serves as a Principal of Clear Ridge Wealth Management (“Clear Ridge”) in Kalamazoo, Michigan, which she co-founded in 2014. Clear Ridge provides integrated wealth management to high-net-worth families and customized investment management to institutional organizations. Prior to founding Clear Ridge, Ms. Eldridge was a Principal of LVM Capital Management for 16 years. Ms. Eldridge is a member of both the Western Michigan University Foundation Investment Committee and the Kalamazoo Valley Community College Foundation Investment Committee and is also on the Finance Committee of Prince of Peace Lutheran Church. She is a CFA® charterholder, Certified Private Wealth Advisor ®, and a graduate of Western Michigan University. Ms. Eldridge served as a director of Keystone Community Bank from 2007 through 2014. Ms. Eldridge's experience as a CFA® charterholder and Registered Investment Advisor, as well as her leadership roles in the communities we serve, were key factors in our determination that she should be a member of our Board. | | JOSEPH D. JONES DIRECTOR SINCE 2025 AGE: 55 | Mr. Jones has been a director of Mercantile since January 2025 and a member of Mercantile Bank’s Board since 2018. Mr. Jones was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. Jones is a seasoned executive leader who is passionate, strategic-minded, and a servant leader with nearly three decades of experience leading teams and managing diverse organizations and individuals while using an equity lens in the public and private sector. Mr. Jones is proficient in both financial and operations management and is skilled at cultivating and enriching relationships. He has a proven track record of leading, advising, communicating, and collaborating across ethnic/geographic boundaries, and he has also served as senior pastor at Brown Hutcherson Ministries (BHM) since June 2021. Mr. Jones was previously a city commissioner for Grand Rapids, from 2016 to 2022, as well as president and chief executive officer of the Urban League of West Michigan, from 2011 to 2020. Mr. Jones currently serves as VP, West Michigan Engagement for Ferris State University. Mr. Jones also brings an important skill set to our Board due to his expertise as the owner and founder of Hekima Group, a consultancy firm focused on Culture, Communications and Crisis, Strategic and Multicultural Communications, Crisis Management, Executive Coaching, and Corporate Social Responsibility and Social Impact, founded in 2020, all of which were key factors in our determination that he should be a member of our Board. |

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    | RICHARD D. MACDONALD DIRECTOR SINCE 2025 AGE: 55 | Mr. MacDonald has been a director of Mercantile since January 2025 and a member of Mercantile Bank’s Board since 2023. Mr. MacDonald was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. MacDonald has served as Chief Operating Officer for the past 21 years of his 35 years with The Hinman Company, a commercial real estate investment, development, and management company. Mr. MacDonald graduated from Western Michigan University with a BBA in Accountancy and a minor in Finance. He currently serves on the Board of Directors for Southwest Michigan First, Discover Kalamazoo, Western Michigan University Foundation Real Estate Committee, Battle Creek Unlimited Direct Investment Fund, and the City of Portage Downtown Development Authorities. Mr. MacDonald is a licensed real estate broker and member of the Commercial Alliance of Realtors in Grand Rapids, Greater Kalamazoo Association of Realtors, and the Commercial Board of Realtors in southeast Michigan. He also holds membership in the International Council of Shopping Centers. Mr. MacDonald’s broad and extensive background in real estate were key factors in our determination that he should be a member of our Board. | | MICHAEL H. PRICE DIRECTOR SINCE 1997 Chairman of Mercantile, and of Mercantile Bank, and of EMB AGE: 69 | Mr. Price is Chairman of the Boards of Mercantile, Mercantile Bank, and EMB. Mr. Price was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. He has over 45 years of commercial banking experience and co-founded Mercantile Bank in 1997. Mr. Price retired as the President and Chief Executive Officer of Mercantile and Chief Executive Officer of the Bank on January 1, 2017, positions he had held since 2007. Mr. Price served as President and Chief Operating Officer of Mercantile and Mercantile Bank in 1997 and 1998, and as President and Chief Operating Officer of Mercantile and President and Chief Executive Officer of Mercantile Bank from 1999 to June of 2007. From 2005 to 2007, he served on the Board of Directors of the Federal Home Loan Bank of Indianapolis. Mr. Price also held leadership positions on the Boards of Metro Health Corporation, Aquinas College, Habitat for Humanity of Kent County, Project Rehab and Network180. Mr. Price was the founding President of our organization and has demonstrated excellent leadership qualities and a strong understanding of the fundamentals of our industry. These attributes led us to conclude that he should be a member of our Board. | | DAVID B. RAMAKER DIRECTOR SINCE 2020 AGE: 70 | Mr. Ramaker has been a director of Mercantile since 2020 and a member of Mercantile Bank’s Board since 2020. Mr. Ramaker was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. Ramaker retired from Chemical Financial Corporation and Chemical Bank in 2017. Mr. Ramaker was the Chairman, President and Chief Executive Officer of Chemical Financial Corporation and Chemical Bank from 2006 until its merger with Talmer Bank Corporation in 2016. He served as President and Chief Executive Officer of Chemical Financial Corporation and Chemical Bank from 2001 through June of 2017. He joined Chemical Bank in 1989 as Vice President of Commercial Lending. Prior to that, he held a variety of banking positions with financial institutions in Texas from 1977 through 1989. Mr. Ramaker holds a bachelor’s degree with a major in finance and minor in accounting from Southern Methodist University. Mr. Ramaker, as a former Chief Executive Officer of a publicly traded financial company, brings extensive governance, banking industry experience and strong leadership qualities, which were key factors in our determination that he should be a member of our Board. |

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    | RAYMOND E. REITSMA DIRECTOR SINCE 2023 President & Chief Executive Officer of Mercantile and of Mercantile Bank and Chief Executive Officer of EMB AGE: 63 | Mr. Reitsma has been a director of Mercantile since 2023 and a member of Mercantile Bank’s Board since 2020. Mr. Reitsma was appointed a member of EMB’s Board and Chief Executive Officer of EMB, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. Reitsma was appointed President and Chief Executive Officer of Mercantile and of Mercantile Bank, effective June 1, 2024, previously serving as Executive Vice President of Mercantile since May 24, 2018, and served as Chief Operating Officer of Mercantile from January 1, 2022, through December 31, 2023. He has been with Mercantile Bank for over 20 years, beginning with his initial role as a Commercial Loan Manager in 2003. In June 2015, Mr. Reitsma was appointed as Mercantile Bank’s West Region President and became President of Mercantile Bank on January 1, 2017. Mr. Reitsma’s areas of responsibility have included commercial lending, treasury/cash management, mortgage lending, operations, risk management, retail/branches, and credit administration. Mr. Reitsma was also instrumental in the preparation, transition and integration periods surrounding the merger with Firstbank Corporation. Mr. Reitsma currently serves on the Kent Community Hospital Finance Authority, The Right Place Board of Directors and its Finance Committee, and the Advisory Council of The Mill Steel Company. Additionally, he serves on the Advisory Council of DA Blodgett/St. John’s Home and has done so since 2011. Previously, Mr. Reitsma served on the local boards of the American Heart Association, and the Pine Rest Foundation for six years, including two years as Treasurer, and was Chair of the Mel Trotter capital campaign. Mr. Reitsma graduated from Calvin College with a B.A. in Business Administration and holds an MBA in Finance from Michigan State University. Mr. Reitsma’s extensive tenure and dynamic leadership roles with the Company as well as his extensive commercial banking experience were key factors in our determination that he should be a member of our Board. | | NELSON F. SANCHEZ DIRECTOR SINCE 2024 AGE: 61 | Mr. Sanchez has been a director of Mercantile since 2024 and a member of Mercantile Bank’s Board since 2022. Mr. Sanchez was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Mr. Sanchez is a strong finance executive with broad strategic leadership experience in all aspects of finance, operations, marketing and general management. He is the Chief Executive Officer of RoMan Manufacturing, Inc. (“RoMan”). Mr. Sanchez joined RoMan as Chief Financial Officer in 2013, became Chief Operating Officer in 2016, President in January of 2023 and was appointed as Chief Executive Officer in June of 2023. Before joining RoMan, he held executive positions in finance, marketing, and management in various companies, including Deloitte, Windquest Companies, Ridgeview Industries, and Kaydon Corporation. Mr. Sanchez is a Certified Public Accountant, fluent in Spanish and has an extensive background in strategic leadership and diversity training. He serves on various boards and committees in the West Michigan community, including the Grand Rapids Chamber of Commerce Foundation Board as Board Chair and Trillium Living Services/Holland Home as Board Chair. He is Board Chair for SignComp Inc. and an advisory board member for Grand Rapids Chair Company. Mr. Sanchez’s experience in a variety of business sectors encompassing domestic, international, private, public, and family-owned organizations, along with his financial expertise as a Certified Public Accountant, led us to conclude that he should serve on our Board. |

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    | SARA A. SCHMIDT DIRECTOR SINCE 2025 AGE: 44 | Ms. Schmidt has been a director of Mercantile since January 2025 and a member of Mercantile Bank’s Board since 2023. Ms. Schmidt was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Ms. Schmidt is the Chief Information Security Officer at US Foods and responsible for ensuring the security, integrity, and availability of the company’s organizational systems, people and processes, a position she has held since 2022. Immediately prior, from 2015 to 2022, Ms. Schmidt worked as Chief Information Security Officer for Farmers Insurance. Ms. Schmidt also sits on the Technology Leadership Team, tasked with providing efficient and secure technology access to employees and customers. Since 2017, Ms. Schmidt has served as vice chair of the West Michigan Tech Talent Council, and since 2020, has served as an executive sponsor of the West Michigan Cyber Security Consortium. She also has extensive knowledge of enterprise business continuity, technology risk mitigation (for example, AI and other emerging trends) and IT compliance. Ms. Schmidt’s business acumen and specialized expertise in technology and information security were factors supporting our determination that she would be a valuable member of our Board. | | STEVEN J. SCHWEIHOFER DIRECTOR SINCE 2025 AGE: 54 | Mr. Schweihofer has been a member of EMB’s Board since 2021. Mr. Schweihofer was appointed as a director of Mercantile and Mercantile Bank, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. From February 2019 to the present, Mr. Schweihofer has served on the Board of Directors of Foster Blue Water Oil, a fuel services and C-Store company located in Richmond with operations throughout eastern Michigan. In January 2003, Mr. Schweihofer was a founding member of Foster Blue Water Oil and served as its Chief Financial Officer until February 2019. Mr. Schweihofer is actively involved in his local community, serving as treasurer of the SC4 Foundation since 2019, and St. Vincent DePaul and Ecumenical Food Pantry, St Clair chapter since 2005. He has also served as a Trustee of the Community Foundation of St Clair County since 2019, and has served on its Finance and C3 committees since 2015. Mr. Schweihofer was the varsity golf coach for Marysville High School from 2021 to 2024. Mr. Schweihofer received his Bachelor of Science in Accounting from Western Michigan University. Our Board determined Mr. Schweihofer would be a valuable member due to his significant board and financial leadership experience, including serving as Chief Financial Officer and director of multiple organizations, as well as active involvement in community finance committees. | | AMY L. SPARKS DIRECTOR SINCE 2023 AGE: 53 | Ms. Sparks has been a director of Mercantile since October of 2023 and a member of Mercantile Bank’s Board since 2022. Ms. Sparks was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Ms. Sparks is a seasoned executive, investor, and Certified Public Accountant with more than 30 years of leadership experience across manufacturing, finance, and real estate. Ms. Sparks has been the Owner, President, and Chief Executive Officer of JDALS Enterprises Inc. (f/k/a Nuvar Inc.), a Michigan-based manufacturing company specializing in finished product contract manufacturing for the office furniture, health care, education, appliance and transportation industries, since 2018. Ms. Sparks currently serves on the Grand Valley State University Seidman School of Business Dean's Advisory Board and actively mentors leaders through several non-profit organizations. With a strong foundation in finance and governance, Ms. Sparks brings deep expertise in strategic planning, capital allocation, and organizational development. Her extensive executive experience, financial acumen, and commitment to principled leadership were key factors in her selection to serve on the Board. |

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    | SHORAN R. WILLIAMS DIRECTOR SINCE 2025 AGE: 57 | Ms. Williams has been a director of Mercantile since January 2025 and a member of Mercantile Bank’s Board since 2020. Ms. Williams was recently appointed a member of EMB’s Board, effective December 31, 2025, in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB. Ms. Williams has been practicing law for over 30 years with litigation practice experience in the areas of administrative law, employment discrimination law, civil litigation, appellate law, personal injury, and family law. She is currently a member of the legal team at Pinsky Smith, LLC, joining in 2024. From 2022 to 2023, she was general counsel and chief regulatory officer at Fluresh LLC. From 2019 to March 2022, she served as senior counsel chair over the cannabis practice group at Miller Johnson. As an experienced lead attorney, she is adept at working with a wide range of clients and has successfully obtained favorable results in state and federal courts and before government agencies. Ms. Williams is a member of the American Bar Association, the State Bar of Georgia, the State Bar of Michigan, and the Grand Rapids Bar Association. Ms. Williams has also served as an adjunct professor at Florida Coastal School of Law, where she created and taught the Personal Injury Law course in addition to Pre-Trial Litigation and Contract courses. In addition, Ms. Williams is active in initiating, participating, and moderating diversity and inclusion initiatives, and served on the Governing Board of the Meritas Black Lawyer’s Leadership Forum. Ms. Williams’ extensive experience in the legal industry, both in private practice and as an in-house general counsel and chief regulatory officer, together with her leadership on issues of racial and cultural diversity, led us to determine she would be a valuable member of our Board. |

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    | Information About Our Executive Officers |

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    Our Executive Officers are listed in the table below:

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    | Executive Officer Name | Title | | Raymond E. Reitsma | President and Chief Executive Officer of Mercantile and of Mercantile Bank, and Chief Executive Officer of EMB | | Mark S. Augustyn | Executive Vice President, Chief Commercial Banking Officer of Mercantile Bank | | Charles E. Christmas | Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, Executive Vice President and Chief Financial Officer of Mercantile Bank, and Chief Financial Officer of EMB | | Brett E. Hoover | Executive Vice President, Chief Human Resource Officer of Mercantile and of Mercantile Bank | | Scott P. Setlock | Executive Vice President, Chief Operating Officer and Secretary of Mercantile and of Mercantile Bank | | Tara M. Randall | Executive Vice President, Chief Experience Officer of Mercantile Bank |

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    Mr. Reitsma is also a member of our Board of Directors, and information regarding his business experience is described above under the heading “Election of Directors.” The business experience for Mr. Augustyn, Mr. Christmas, Mr. Hoover, Ms. Randall, and Mr. Setlock for at least the past five years is summarized below. Our Executive Officers are generally elected each year at the annual meeting of our Board of Directors that follows the annual meeting of the shareholders. Their terms of office are at the discretion of our Board of Directors.

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    | Executive Officers |

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    Mark S. Augustyn, age 57 Executive Vice President, Chief Commercial Banking Officer of Mercantile Bank Mr. Augustyn was appointed as Executive Vice President, Chief Commercial Banking Officer of Mercantile Bank in January 2025 and is one of the founding lending officers of Mercantile Bank. He previously served as a Commercial Banker from 1997 to 2007, Commercial Loan Manager from 2007 to 2015, Regional Commercial Loan Manager from 2015 to 2017, and Chief Lending Officer from 2017 to 2024. In his current role, Mr. Augustyn oversees all facets of the commercial banking division. Mr. Augustyn has served on the boards of Bethany Christian Services, Blandford Nature Center, Crossroads Bible Church, 100 Businesses that Care and Mission Field. He holds a B.A. in Finance and an MBA from Grand Valley State University. Charles E. Christmas, age 60 Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, Executive Vice President and Chief Financial Officer of Mercantile Bank, and Chief Financial Officer of EMB Mr. Christmas joined Mercantile Bank in 1998 and has over 38 years of banking experience. Before being promoted to his current position as Executive Vice President and Chief Financial Officer of Mercantile and Mercantile Bank, Mr. Christmas served as Senior Vice President and Chief Financial Officer of Mercantile and Mercantile Bank from 2000 to 2015. Mr. Christmas was also appointed as Chief Financial Officer of EMB in connection with Mercantile’s acquisition of Eastern Michigan Financial Corporation and EMB on December 31, 2025. Mr. Christmas also serves as Treasurer of Mercantile, a position he has held since 2000. Prior to joining Mercantile, he examined various financial institutions for over ten years while serving as a bank examiner with the Federal Deposit Insurance Corporation (“FDIC”). He began his tenure with the FDIC upon his graduation from Ferris State University. Mr. Christmas holds a Bachelor of Science degree in Accountancy. Mr. Christmas serves on the Michigan Bankers Association Funds Management Committee, is an instructor at the Michigan Bankers Association Perry School of Banking, is a member of the Ferris State University College of Business Advisory Board and serves as a Board member and Finance Committee member of the Frederik Meijer Gardens & Sculpture Park and the Make-A-Wish Foundation of Michigan. Brett E. Hoover, age 55 Executive Vice President, Chief Human Resource Officer of Mercantile and of Mercantile Bank Mr. Hoover was appointed as Executive Vice President, Chief Human Resource Officer of Mercantile and Mercantile Bank on January 1, 2024. Previously, Mr. Hoover was Senior Vice President, Human Resource Director of Mercantile Bank from March 2022 to December 2023, and prior to that, held the role of Human Resource Associate Director from 2020 to 2022. Mr. Hoover joined Mercantile Bank in 2006 as a Vice President, Human Resource Administrator and is a Society for Human Resource Management - Senior Certified Professional. In addition, he has the Group Benefit Associate (“GBA”) certification. Mr. Hoover serves the local community as the President of the Board of IKUS Life Enrichment Services. He also serves as a Director for the Michigan Bankers Workers Compensation Fund. Mr. Hoover has previously served on the Board of Grand Rapids Opportunities for Women (“GROW”). He holds a master’s degree in management from Aquinas College. Tara M. Randall, age 47 Executive Vice President, Chief Experience Officer of Mercantile Bank Ms. Randall is Executive Vice President, Chief Experience Officer of Mercantile Bank, a role she has held since January 2024. She previously served as the Chief Retail Banking Officer and has held various roles within the Branch and Retail Operations areas of Mercantile Bank since joining the company in 2001. In her current role, she leads the strategic direction of Mercantile Bank's Retail, Digital, and Marketing teams. Ms. Randall has served on the West Michigan Advisory Council for Michigan Women Forward since 2019 and holds a B.A. in Mathematics and General Business from Grand Valley State University. Scott P. Setlock, age 44 Executive Vice President, Chief Operating Officer and Secretary of Mercantile and of Mercantile Bank Mr. Setlock was appointed to the role of Executive Vice President, Chief Operating Officer and Secretary of Mercantile effective January 1, 2024, and has served in those positions at Mercantile Bank since January 1, 2022. In his 21-year tenure with Mercantile Bank, Mr. Setlock has held roles within Commercial Credit, Commercial Credit Management, Commercial Lending and Mortgage Lending Management. He maintains an active role in the community, serving on the Board and Executive Committee of Junior Achievement of the Michigan Great Lakes and on the Board and Finance Committee of North Kent Connect. Mr. Setlock has previously served as an Adjunct Professor of Bank Management at the Seidman College of Business at Grand Valley State University, on the Board and Executive Committee of the Seidman Alumni Board and on the Seidman Finance Advisory Committee. Other prior community service includes holding the role of Board Chair at In the Image for six years and serving on the Heart of West Michigan United Way Campaign Cabinet overseeing the Finance Division. Mr. Setlock graduated from Grand Valley State University with a BBA and an MBA in Finance and Economics. He is also a graduate of the American Banking Association Stonier Graduate School of Banking and associated Wharton leadership programs.

  36. www.envisionreports.com/MBWM

    | CORPORATE GOVERNANCE |

  37. www.envisionreports.com/MBWM

    | Director Independence |

  38. www.envisionreports.com/MBWM

    Applicable NASDAQ rules require that a majority of our Board of Directors be independent. In March of 2026, our Board of Directors reviewed the independence of our directors and determined that each of the directors, including those nominated for election at the annual meeting, are independent as defined by applicable NASDAQ rules, with the exception of Mr. Reitsma, who currently serves as President and Chief Executive Officer of Mercantile. Further, in making independence determinations, our Board of Directors has concluded that none of the independent directors has a relationship that in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. While the Board has determined that Mr. Price is independent under applicable NASDAQ and SEC rules, the Board has elected not to place Mr. Price on any of our Committees due to the policies of certain institutional shareholders against a former company Chief Executive Officer occupying such a position.

  39. www.envisionreports.com/MBWM

    | Board Meetings |

  40. www.envisionreports.com/MBWM

    During 2025, our Board of Directors held a total of thirteen meetings. During 2025, each director attended at least 78% of the meetings of our Board and its Committees on which he or she then served. Our Board of Directors has a policy of encouraging members of the Board of Directors to attend the annual meetings of the shareholders. All of our directors then serving on our Board attended last year’s annual meeting, with the exception of David Cassard, who retired from our Board as of the date of the meeting.

  41. www.envisionreports.com/MBWM

    | Board Committees |

  42. www.envisionreports.com/MBWM

    Our Board of Directors has, and appoints members to, three standing Committees: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. The membership of these Committees, as of March 17, 2026, was as follows:

  43. www.envisionreports.com/MBWM

    | DIRECTOR NAME | Audit Committee | Compensation Committee | Governance & Nominating Committee | | Michael S. Davenport* | M | M | M | | Michelle L. Eldridge | M | C | M | | Joseph D. Jones | — | M | — | | Richard D. MacDonald | — | — | M | | David B. Ramaker | M | M | C | | Nelson F. Sanchez | M | M | M | | Sara A. Schmidt | M | — | — | | Steven J. Schweihofer | M | — | — | | Amy L. Sparks | C | M | M | | Shoran R. Williams | M | — | — | | TOTAL MEETINGS IN 2025 | 4 | 6 | 3 |

  44. www.envisionreports.com/MBWM

    * Executive Session Facilitator (ESF) C = Chairperson M = Member Each of the members of these Committees is an independent Director as defined by applicable NASDAQ and the SEC rules. Each of these Committees has a charter that has been approved by our Board of Directors and is available on our website, https://ir.mercbank.com.

  45. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | peer group comparisons with our financial performance, including net interest margin, efficiency ratio, return on average assets, return on average equity, shareholder returns, stock price, stock price to earnings ratios and stock yield; | | ● | strategic planning effectiveness and attainment of strategic goals, ability to react to changing markets and conditions, leadership and vision provided to employees and other stakeholders, and succession planning and effectiveness; | | ● | regulatory requirements and results of audits and examinations; | | ● | amount of time and effort expended by employees for our communities; | | ● | rate of employee turnover; | | ● | content and effectiveness of our employee training; | | ● | results of any employee surveys; | | ● | general attitude of employees; | | ● | ability to retain and attract new employees; | | ● | any customer complaints that come to our attention; | | ● | level and commitment of our executive officers to our communities; and | | ● | financial commitment to our communities. |

  46. GOVERNANCE AND NOMINATING COMMITTEE

    Our Compensation Committee’s goal is to establish salary compensation for the executive officers based upon our operating performance relative to comparable peer companies over a three-year period. In setting base salaries, consideration is given to salary compensation of executive officers with comparable qualifications, experience and responsibilities at financial institutions within our peer group. Our Compensation Committee may engage an independent compensation consultant periodically to conduct a competitive analysis of our executive compensation program relative to the market. In 2024, the Compensation Committee engaged AON to provide a market analysis of our executive compensation program, including base salary, target annual incentive, target total cash compensation, long-term incentives, and total direct compensation. The Compensation Committee concluded that AON is independent under applicable SEC and NASDAQ rules, based on the Committee’s review of the services provided to the Committee and information provided by AON, and concluded that no conflict of interest existed that would prevent AON from independently advising the Compensation Committee. The peer group of companies, which was utilized by the Compensation Committee as a reference for 2026 and 2025 compensation decisions, is listed below.

  47. GOVERNANCE AND NOMINATING COMMITTEE

    | 2025 AND 2026 PEER GROUP | | | Byline Bancorp, Inc. | Lakeland Financial Corporation | | Community Trust Bancorp, Inc. | Midland States Bancorp, Inc. | | Farmers National Banc Corp. | Nicolet Bancshares, Inc. | | First Financial Corporation | Peoples Bancorp, Inc. | | First Mid Bancshares, Inc. | Old Second Bancorp, Inc. | | German American Bancorp, Inc. | Stock Yards Bancorp, Inc. | | Horizon Bancorp, Inc. | 1st Source Corporation | | Independent Bank Corporation | |

  48. GOVERNANCE AND NOMINATING COMMITTEE

    | ● | promotes the growth, profitability, and expense control necessary to accomplish corporate strategic long-term plans; | | ● | encourages superior results by providing a meaningful incentive; and | | ● | supports teamwork among employees. |

  49. GOVERNANCE AND NOMINATING COMMITTEE

    We adopted bonus plans for our executive officers in each of 2025, 2024, and 2023, as described below. Bonus Plan for 2025 On March 20, 2025, we adopted an Executive Officer Bonus Plan for 2025 (the “2025 Executive Officer Bonus Plan”), which provided for cash bonuses for our executive officers. Consistent with the previous year’s Executive Officer Bonus Plan, the Compensation Committee determined that it was appropriate to establish a target level of performance for each metric (the “Target Level”) and a maximum level of performance for each metric (the “Maximum Level”). If performance on a metric is at the Target Level, the percentage associated with that metric which would be credited toward the calculation of the bonus pool would be at the Target Percentage shown in the chart below. If performance on a metric is at or above the Maximum Level, the percentage associated with that metric which would be credited toward calculation of the bonus pool would be at the Maximum Percentage shown in the chart below. The amount that would be allocated to the bonus pool under the Plan would depend on the Company’s performance on each of the metrics. If the Company’s performance on each metric is at the Target Level, the amount allocated to the Executive Officer Bonus Pool is $1,071,011 (the “Target Bonus Pool”). The amount allocated to the Executive Officer Bonus Pool would be increased if the Company’s performance on one or more bonus metrics exceeds the Target Level but will not be greater than 150% of the Target Bonus Pool, or $1,606,516 (the “Maximum Bonus Pool”). A linear interpolation would be used to determine the amount allocated to the Executive Officer Bonus Pool in the event that Company performance on one or more metrics falls between the Target Level and the Maximum Level. The bonus pool would be appropriately adjusted if (a) a newly hired employee became eligible to participate in the plan, (b) a participant's base salary was adjusted during the year, or (c) a participant became ineligible before December 31, 2025. The achievement of targets was measured pre-bonus accrual and excluding unbudgeted and one-time/non-core income and expenses, as established by our Compensation Committee:

  50. GOVERNANCE AND NOMINATING COMMITTEE

    | TARGET LEVEL | MAXIMUM LEVEL | METRIC | TARGET | 125% | 150% | FINAL RESULT | PAYOUT | | 25.0% | 37.50% | Earnings Per Share | $5.40 | $5.95 | $6.21 | $5.84 | 30.1% | | 12.5% | 18.75% | Return on Assets | 1.42% | 1.56% | 1.63% | 1.54% | 15.2% | | 12.5% | 18.75% | Net Interest Margin | 3.82% | 4.05% | 4.23% | 3.58% | 12.5% | | 12.5% | 18.75% | Efficiency Ratio | 52.5% | 46.5% | 43.9% | 52.7% | 0.0% | | 12.5% | 18.75% | Non-Performing Assets | < 0.50% | < 0.25% | < 0.10% | 0.12% | 18.1% | | 25.0% | 37.50% | Loans-to-Deposits* | 99% | 97% | 95% | 97.5% | 29.7% | | 100% | 150% | | | | | | 105.6% |

  51. GOVERNANCE AND NOMINATING COMMITTEE

    Payments under the 2025 Executive Officer Bonus Plan are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. On July 11, 2024, we adopted an Executive Officer Bonus Plan for 2024 (the “2024 Executive Officer Bonus Plan”), which provided for cash bonuses for our executive officers. AON, the Compensation Committee’s independent compensation consultant, recommended including a “stretch” goal to incent performance in the 2024 Executive Officer Bonus Plan. To that end, the Compensation Committee determined that it was appropriate to establish a target level of performance for each metric (the “Target Level”) and a maximum level of performance for each metric (the “Maximum Level”). If performance on a metric is at the Target Level, the percentage associated with that metric which would be credited toward the calculation of the bonus pool would be at the Target Percentage shown in the chart below. If performance on a metric is at or above the Maximum Level, the percentage associated with that metric which would be credited toward calculation of the bonus pool would be at the Maximum Percentage shown in the chart below. The amount that would be allocated to the bonus pool under the Plan would depend on the Company’s performance on each of the metrics. If the Company’s performance on each metric is at the Target Level, the amount allocated to the Executive Officer Bonus Pool is $1,137,897 (the “Target Bonus Pool”). The amount allocated to the Executive Officer Bonus Pool would be increased if the Company’s performance on one or more bonus metrics exceeds the Target Level but will not be greater than 150% of the Target Bonus Pool, or $1,706,845 (the “Maximum Bonus Pool”). A linear interpolation would be used to determine the amount allocated to the Executive Officer Bonus Pool in the event that Company performance on one or more metrics falls between the Target Level and the Maximum Level. The bonus pool would be appropriately adjusted if (a) a newly hired employee became eligible to participate in the plan, (b) a participant's base salary was adjusted during the year, or (c) a participant became ineligible before December 31, 2024. The achievement of targets was measured pre-bonus accrual and excluding unbudgeted and one-time/non-core income and expenses, as established by our Compensation Committee:

  52. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation earned by the named executive officers for the three years ended December 31, 2025.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($)(4) | Total ($) | | Raymond E. Reitsma | 2025 | 734,600 | | 471,283 | - | 462,798 | - | 101,302 | 1,769,983 | | President and Chief Executive | 2024 | 627,500 | - | - | - | 458,850 | - | 95,440 | 1,181,790 | | Officer of Mercantile and | 2023 | 484,784 | - | 316,208 | - | 242,392 | - | 92,464 | 1,135,848 | | Mercantile Bank, and Chief | | | | | | | | | | | Executive Officer of EMB | | | | | | | | | | | Charles E. Christmas | | | | | | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 444,050 | | 198,037 | - | 186,501 | - | 71,392 | 899,980 | | of Mercantile, Executive Vice President and Chief Financial | 2024 | 415,000 | - | - | - | 190,900 | - | 70,927 | 676,827 | | Officer of Mercantile Bank, and | 2023 | 394,921 | - | 186,707 | - | 157,968 | - | 73,484 | 813,080 | | Chief Financial Officer of EMB | | | | | | | | | | | Mark S. Augustyn | 2025 | 450,230 | | 200,705 | - | 165,460 | 7,393 | 68,854 | 892,642 | | Executive Vice President, Chief | 2024 | 420,777 | - | - | - | 169,363 | 895 | 62,944 | 653,979 | | Commercial Banking Officer of of Mercantile Bank | | | | | | | | | | | Scott P. Setlock | 2025 | 353,100 | | 157,513 | - | 129,764 | - | 57,351 | 697,728 | | Executive Vice President, Chief | 2024 | 330,000 | - | - | - | 132,825 | - | 51,935 | 514,760 | | Operating Officer and Secretary of Mercantile and of Mercantile Bank | | | | | | | | | | | Brett E. Hoover | 2025 | 294,250 | | 116,436 | - | 92,689 | - | 53,667 | 557,042 | | Executive Vice President, Chief Human Resource Officer of | 2024 | 275,000 | - | - | - | 94,875 | - | 45,678 | 415,553 | | Mercantile and of Mercantile | 2023 | 220,000 | - | 109,989 | - | 66,000 | - | 38,724 | 434,713 | | Bank | | | | | | | | | |

  54. Summary Compensation Table

    | (1) No restricted stock grants were made in 2024 due to a change in our processes. Restricted stock grants were made to the named executive officers in February 2025. | | (2) Payments were made for 2025, 2024 and 2023 pursuant to the terms of the 2025 Executive Officer Bonus Plan, the 2024 Executive Officer Bonus Plan, and the 2023 Executive Officer Bonus Plan, respectively. The Compensation Committee also awarded an additional discretionary bonus for 2022 to Mr. Christmas of $20,000. | | (3) The amounts shown above are the above-market interest credited to the accounts of the executive officers for the applicable year on compensation they have deferred under our non-qualified Deferred Compensation Plan. Interest is considered to be above-market interest to the extent that it exceeds 120% of the applicable federal long-term rate, with compounding (as prescribed under section 1274(d) of the Internal Revenue Code), at the rate that corresponds most closely to the rate under the plan at the beginning of each quarter. |

  55. Summary Compensation Table

    | (4) Includes for 2025 (a) matching contributions to the 401(k) plan accounts of Messrs. Reitsma, Christmas, Augustyn, Setlock and Hoover in the amounts of $17,500, $17,500, $16,273, $17,500, and $17,500, respectively, (b) medical, life, disability, long-term care insurance premiums paid on policies insuring them, and cash dividends, and (c) a country club membership for Mr. Reitsma. |

  56. Summary Compensation Table

    Employment Agreements Mercantile Bank and Mercantile have entered into employment agreements with our executive officers, Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock and Mr. Hoover, which provide for their employment, annual base compensation, and severance, as well as confidentiality and non-compete arrangements. The employment agreements for Mr. Reitsma and Mr. Christmas were amended and restated effective as of December 31, 2018, so that their terms would be uniform. Mr. Hoover’s amended employment agreement, which was effective January 1, 2023, includes terms that align with the employment agreements for the other executive officers. Mr. Setlock’s employment agreement, which was effective January 1, 2024, includes terms that align with the employment agreements for the other executive officers. Mr. Augustyn’s employment agreement, which was effective January 1, 2017, was entered into prior to his becoming a named executive officer on December 31, 2024. Mr. Augustyn’s employment agreement provides for employment, annual base compensation, and severance, as well as confidentiality and non-compete arrangements. As discussed below, Mr. Augustyn’s employment agreement was amended and restated effective January 1, 2025 to conform to the employment agreements of the other executive officers. The employment agreements provide the officers with annual base salaries for each year in the amounts established from year to year by the Board of Directors of Mercantile Bank. The annual base salary for each year for each officer may not be less than the amount established for the immediately preceding year. The Board of Directors established the annual base salaries of each executive officer as follows:

  57. Summary Compensation Table

    | NAMED EXECUTIVE OFFICER | 2026 (1) | 2025 | | Mr. Reitsma | $778,600 | $734,600 | | Mr. Christmas | $466,200 | $444,050 | | Mr. Augustyn | $473,800 | $450,230 | | Mr. Setlock | $374,200 | $353,100 | | Mr. Hoover | $311,100 | $294,250 |

  58. Summary Compensation Table

    | (1) Prior to January 1, 2025, the officers’ base salaries were adjusted effective as of the first day of each calendar year. For the 12-month period beginning January 1, 2025, the adjustment to each officer’s base salary is effective as of March 1, 2025, pro-rated to compensate for the two-month delay in the increase. For future years, the applicable 12-month period for the adjustment of base salaries will be March 1 through February 28. |

  59. Summary Compensation Table

    In addition to the annual base salary, the employment agreements provide that the officers are entitled to participate in our employee benefit and incentive compensation plans, including health insurance, life and disability insurance, equity incentive, profit sharing and retirement plans. Under the 2025 Executive Officer Bonus Plan, our officers received the following bonus payments for 2025:

  60. Summary Compensation Table

    | NAMED EXECUTIVE OFFICER | BONUS PAYMENT | PERCENT OF 2025 SALARY | | Mr. Reitsma | $462,798 | 63.00% | | Mr. Christmas | $186,501 | 42.00% | | Mr. Augustyn | $165,460 | 36.75% | | Mr. Setlock | $129,764 | 36.75% | | Mr. Hoover | $92,689 | 31.50% |

  61. Summary Compensation Table

    Additional information regarding the employment agreements, including compensation and benefits payable to the officers on termination of employment and officer confidentiality and non-compete obligations, is included below under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreements for each executive officer were amended and restated effective as of January 1, 2025, so that the terms would be substantially the same. Salary and Bonus Compared to Total Compensation We have not established a proportion that salary and bonus should be of an executive officer’s total compensation. As indicated in the Summary Compensation Table above, the proportion for 2025 that salary and bonus were of total compensation ranged from approximately 67.65% to 70.06% for our executive officers.

  62. Grants of Plan-Based Awards In 2025

    Grants of Plan-Based Awards In 2025 The following table provides information regarding grants of plan-based awards to the named executive officers during the year ended December 31, 2025.

  63. Grants of Plan-Based Awards In 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Raymond E. Reitsma | 2-06-25 | - | - | - | 3,043 | 6,085 | 9,128 | 3,277 | - | - | 471,283 | | Charles E. Christmas | 2-06-25 | - | - | - | 1,279 | 2,557 | 3,836 | 1,377 | - | - | 198,037 | | Mark S. Augustyn | 2-06-25 | - | - | - | 1,296 | 2,592 | 3,888 | 1,395 | - | - | 200,705 | | Scott P. Setlock | 2-06-25 | - | - | - | 1,017 | 2,034 | 3,051 | 1,095 | - | - | 157,513 | | Brett E. Hoover | 2-06-25 | - | - | - | 752 | 1,504 | 2,256 | 809 | - | - | 116,436 |

  64. Grants of Plan-Based Awards In 2025

    | (1) The grant date fair value of the restricted stock awards is based on the number of shares granted times the market value of the shares on grant date. The Target number of shares was used in the fair value calculation. The grant date was February 6, 2025, and the market value per share on that date was $50.34. |

  65. Outstanding Equity Awards At 2025 Fiscal Year-End

    Outstanding Equity Awards At 2025 Fiscal Year-End The following table provides information as of December 31, 2025, regarding equity awards, including unexercised stock options and restricted stock that had not vested, for each of the named executive officers.

  66. Outstanding Equity Awards At 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Raymond E. Reitsma | --- | --- | --- | --- | --- | --- | --- | 7,551 7,860 6,085 3,277 | 363,203 378,066 292,689 157,624 | | Charles E. Christmas | --- | --- | --- | --- | --- | --- | --- | 5,536 4,641 2,557 1,377 | 266,282 223,232 122,992 66,234 | | Mark S. Augustyn | --- | --- | --- | --- | --- | --- | --- | 4,100 2,592 1,395 | 197,210 124,675 67,100 | | Scott P. Setlock | --- | --- | --- | --- | --- | --- | --- | 3,690 2,034 1,095 | 177,489 97,835 52,670 | | Brett E. Hoover | --- | --- | --- | --- | --- | --- | --- | 2,734 1,504 809 | 131,505 72,342 38,913 |

  67. Outstanding Equity Awards At 2025 Fiscal Year-End

    | (1) For Messrs. Reitsma and Christmas, the performance-based restricted stock awards for each officer, in the order listed in the column and depicted at the adjusted target level, cliff vest on February 15, 2026, February 15, 2027 and February 15, 2028. The standard restricted stock award, listed last, cliff vests on February 6, 2028. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. | | (2) For Messrs. Augustyn and Setlock, one standard time-based restricted stock award and one performance-based restricted stock award, in the order listed in the column, cliff vest on December 14, 2026 and February 15, 2028. The standard restricted stock award, listed last, cliff vests on February 6, 2028. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. | | (3) For Mr. Hoover, the performance-based restricted stock awards, in the order listed in the column, cliff vest on February 15, 2027 and February 15, 2028. The standard restricted stock award, listed last, cliff vests on February 6, 2028. The restricted stock awards are subject to forfeiture and restrictions on transfer until they vest. | | (4) Based on the closing stock price of $48.10 per share as of December 31, 2025. |

  68. Option Exercises and Stock Vested In 2025

    Option Exercises and Stock Vested In 2025 The following table provides information regarding the exercise of stock options and vesting of restricted stock during 2025 for each of the named executive officers.

  69. Option Exercises and Stock Vested In 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Raymond E. Reitsma | --- | --- | 9,502 | 466,073 | | Charles E. Christmas | --- | --- | 7,275 | 356,839 | | Mark S. Augustyn | --- | --- | 4,800 | 239,664 | | Scott P. Setlock | --- | --- | 4,000 | 199,720 | | Brett E. Hoover | --- | --- | 3,200 | 159,776 |

  70. Option Exercises and Stock Vested In 2025

    For Mr. Reitsma and Mr. Christmas, the vested shares were performance-based, relating to the performance period of 2022-2024. Shares vested on February 15, 2025 at a price per share of $49.05. For Mr. Augustyn, Mr. Setlock and Mr. Hoover, shares that vested were standard time-based, not performance-based. Shares cliff vested on December 16, 2025, at a price per share of $49.93.

  71. Nonqualified Deferred Compensation For 2025

    Nonqualified Deferred Compensation For 2025 The following table provides information regarding our plan that provides for the deferral of compensation for the named executive officers on a basis that is not tax qualified.

  72. Nonqualified Deferred Compensation For 2025

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last FYE ($)(2) | | Raymond E. Reitsma | - | - | - | - | - | | Charles E. Christmas | - | - | - | - | - | | Mark S. Augustyn | 159,622 | - | 28,859 | - | 242,683 | | Scott P. Setlock | 50,528 | - | 5,146 | - | 55,674 | | Brett E. Hoover | - | - | - | - | - |

  73. Nonqualified Deferred Compensation For 2025

    | (1) These earnings consist of interest credited monthly at a rate equal to the prime rate as published in the Wall Street Journal, determined quarterly, as of the first day of each quarter. The Summary Compensation Table includes an amount equal to the above-market portion of this interest in 2025 for Mr. Augustyn. The amounts so reported are for Mr. Reitsma, $0, Mr. Christmas, $0, Mr. Augustyn, $895, Mr. Setlock, $0, and Mr. Hoover, $0. The above-market portion is the amount of interest that exceeds 120% of the applicable federal long-term rate, with compounding (as prescribed under section 1274(d) of the Internal Revenue Code), at the rate that corresponds most closely to the rate established under the deferred compensation plan. | | (2) The amount that was reported as compensation in the Summary Compensation Tables for previous years is $895 for Mr. Augustyn and $0 for each of Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover. |

  74. Nonqualified Deferred Compensation For 2025

    Deferred Compensation Plans As discussed above, Mercantile Bank adopted a new Deferred Compensation Plan #2 effective January 1, 2025. We also have a legacy plan, which we call our Deferred Compensation Plan. We refer to these plans collectively as our “Deferred Compensation Plans.” The information in the table above pertains to our executive officers’ participation in our Deferred Compensation Plans. No new contributions for our NEOs were permitted to the original Deferred Compensation Plan after January 1, 2025. Amounts credited to the original Deferred Compensation Plan will continue to be held in the Deferred Compensation Plan. The accounts of each participating NEO in the Original Plan will continue to be credited to Deferred Compensation Plan and will receive interest credits as set forth therein, and will be paid out according to the terms of the plan and each participant's distribution election(s). Employee participants in the Deferred Compensation Plan #2 may elect to defer up to 80% of their salary or 100% of their performance-based bonus each year. Participant accounts will be credited with earnings determined as if the account were invested in one or more investment funds made available by the Compensation Committee. Participant accounts will be distributed upon a separation from service, death or disability. Distributions following a separation from service will be made in either a lump sum or annual installments over a term certain elected by the participant, not to exceed 10 years. Distributions in the event of death or disability will be made in a lump sum. A participant may also elect to receive an in-service distribution, payable in either a lump sum or annual installments over a term certain not to exceed five years. Finally, a participant may elect to receive a lump sum distribution if the participant experiences an unforeseeable emergency. A change in control is not a distributable event.

  75. Nonqualified Deferred Compensation For 2025

    | Potential Payments upon Termination or Change in Control |

  76. Nonqualified Deferred Compensation For 2025

    Employment Agreements We have entered into employment agreements with each of our executive officers. Upon the recommendation of the Compensation Committee, the Board of the Company and Mercantile Bank approved amended and restated executive employment agreements for Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover on December 19, 2024, effective January 1, 2025. The agreement for each officer establishes an employment period that extends an additional year, each December 31, so that as of each December 31, there are three years remaining in the employment period. The annual extension of the employment period can be avoided by giving notice that the employment period is not to be extended. These agreements include provisions that provide compensation and benefits to the executive officers in the event that their employment with us is terminated:

  77. Nonqualified Deferred Compensation For 2025

    | ● | during the employment period, voluntarily by the executive officer for Good Reason, or by us without Cause; or | | ● | during the employment period, due to disability or death. |

  78. Nonqualified Deferred Compensation For 2025

    The employment agreements in effect on January 1, 2025 also provide compensation and benefits to the officers in the event that their employment with us is terminated after the employment period and before they reach the age of 65, voluntarily by them if their annual base salary is reduced without Cause, or by us without Cause. The terms Cause and Good Reason are defined in the employment agreements. Cause includes certain acts of dishonesty and intentional gross neglect, conviction of a felony, and certain intentional breaches of an officer’s obligations in the employment agreement relating to confidentiality of our information and not competing with us. Good Reason includes an assignment to the officer of a title or duties that are materially inconsistent with the officer’s position, titles, duties or responsibilities, and certain failure by us to comply in a material respect, even after notice to us, with our obligations to the officer under the employment agreement. Termination During the Employment Period The employment agreements provide the executive officers with compensation and benefits in the event that their employment is terminated by us without Cause, or the officers elect to terminate their employment for Good Reason during the employment period. In such event, each officer would be entitled to unpaid base compensation, the cash equivalent of any accrued vacation days not taken, reimbursement of any out-of-pocket expenses, an amount equal to 300% of his base compensation in effect as of the effective date of the termination of employment, payable in 36 substantially equal installments, plus a pro rata share of any incentive compensation payable for the year in which the termination of employment occurred. In addition, in the case of such a termination of employment, the officer is entitled to continue the officer’s participation in our life, disability and health insurance plans for 36 months, to the extent permitted under the plans, to an assignment of any assignable term life insurance policies owned by us insuring the officer’s life, and to $15,000 for out-placement, interim office and related expenses. For a termination of an executive officer by us during the employment period to be with Cause, it must be done within 90 days of our learning of the Cause. For a termination by the officer during the employment period to be with Good Reason, it must be done by the officer within 90 days of the officer learning of the Good Reason. If an officer becomes disabled or dies during the employment period, the officer is entitled to compensation and benefits under the officer’s employment agreement. In the event of disability, Mercantile Bank will pay a disability benefit equal to 18 months of base salary paid over a 36-month period, reduced by any long-term disability insurance payments. The officer also continues to participate in our life, disability, and health insurance plans for 36 months, to the extent permitted under the plans. If the officer dies during the employment period, we are obligated to pay the officer’s legal representative a death benefit. The death benefit is (i) 50% of base salary for Mr. Reitsma; and (i) 40% of base salary Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover. In addition, if we own any life insurance insuring the life of the officer, the proceeds of the policies are payable to the named beneficiaries. Under the employment agreements, in the event that an officer’s employment is terminated for Cause, the officer is not entitled to any accrued rights that the officer may then have under any of our stock incentive plans. Termination After the Employment Period The provisions providing for a post-employment period severance were removed in the amended employment agreements effective January 1, 2025. Obligations of Executive Officers The employment agreements for each executive officer provide that each officer agreed not to disclose, except as required by law, any confidential information relating to our business or customers, or use any confidential information in any manner adverse to us. In addition, each such officer has agreed that for 18 months following the officer’s employment with us, the officer will not be employed by, or act as a director or officer of, any business engaged in banking within a 50-mile radius of any city in which at any time during the 18-month period we or Mercantile Bank has a branch or other office. Change in Control Agreements We have entered into a change in control agreement with each of our executive officers. If the officer's employment is terminated without Cause (as defined in the employment agreement) or if the officer terminates employment for Good Reason (as defined in the employment agreement), in each case within 24 months after a "change in control," the officer will receive a lump sum payment within 15 days after the termination. The amount of the lump sum payment is: 150% of base salary for Mr. Reitsma, and 100% of base salary for each of Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover. This amount is paid in addition to any other payments and benefits under the officer's employment agreement. If the officer is a "specified employee" within the meaning of Section 409A of the Internal Revenue Code, payment is delayed until the first business day of the seventh month after the date on which termination of employment occurs. In all instances, a "change in control" is defined as (a) a change in ownership of more than 50% of the total fair market value or total voting power of Mercantile or Mercantile Bank; (b) a change in effective control, which includes (i) an acquisition by a person of 30% or more of the total voting power of the stock of Mercantile or Mercantile Bank; or (ii) a majority of the members of the Board of Directors of Mercantile or Mercantile Bank is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of the appointment or election; or (c) an acquisition by a person of assets of Mercantile or Mercantile Bank with a total gross fair market value of more than 40% of the total gross fair market value of all assets of Mercantile or Mercantile Bank immediately prior to the acquisition. Rights Under the Stock Incentive Plan of 2020 If an executive officer terminates employment due to death, disability or retirement at or after age 65, then restricted stock granted to the officer under the Stock Incentive Plan of 2020 will be 100% vested. If we terminate the employment of an executive officer other than for Cause, or if the officer retires at or after age 62, but before age 65, with 5 or more years of service with us, restricted stock granted to the officer under the plan will be partially vested. The number of shares that will be vested is equal to the number of shares granted to the executive officer multiplied by the number of months that have elapsed since the grant date divided by the number of months in the vesting period. Our Compensation Committee has discretion to accelerate the vesting of restricted stock. Rights Under the Stock Incentive Plan of 2023

  79. Nonqualified Deferred Compensation For 2025

    If an executive officer terminates employment due to death, disability or retirement at or after age 65, then restricted stock granted to the officer under the Stock Incentive Plan of 2023 will be 100% vested. If we terminate the employment of an executive officer other than for Cause, or if the officer retires at or after age 62, but before age 65, with 5 or more years of service with us, restricted stock granted to the officer under the plan will be partially vested. The number of shares that will be vested is equal to the number of shares granted to the executive officer multiplied by the number of months that have elapsed since the grant date divided by the number of months in the vesting period. Our Compensation Committee has discretion to accelerate the vesting of restricted stock. Distribution from the Deferred Compensation Plans Under our Deferred Compensation Plans, each executive officer will receive a distribution of the executive officer’s account under the Deferred Compensation Plans upon termination of employment, which may be payable in a lump sum or in annual installments over a term certain as elected by the executive officer not to exceed 10 years. Distributions will generally be delayed for six months after the termination of employment, to the extent required by Section 409A of the Internal Revenue Code. Table of Potential Payments Upon Termination of Employment The following tables provide information regarding compensation and benefits payable to our executive officers under their respective employment agreements, the Stock Incentive Plan of 2020 or the Stock Incentive Plan of 2023 upon termination of their employment. The amounts shown assume that termination of employment was effective as of December 31, 2025, the last business day of our 2025 fiscal year, and include estimates of the amounts that would be paid based on the officer’s 2025 base salary. The amounts shown also reflect determinations based on employment agreements in effect as of December 31, 2025. The actual amounts would only be determined upon an officer’s termination of employment. The value of restricted stock that would have become vested due to termination without “Cause,” retirement, death or disability is based on the closing stock price of $48.10 on December 31, 2025.

  80. Nonqualified Deferred Compensation For 2025

    | | During Employment Period | | | | | Name | Termination Without Cause or for Good Reason ($)(1) | Termination Due to Death ($)(2) | Termination Due to Disability ($)(3) | Retirement at or After Age 65 ($)(4) | | Raymond E. Reitsma | 2,995,074 | 2,468,881 | 2,547,194 | 1,191,581 | | Charles E. Christmas | 1,852,170 | 1,756,359 | 1,597,901 | 678,739 | | Mark S. Augustyn | 1,603,534 | 1,469,077 | 1,314,605 | 388,985 | | Scott P. Setlock | 1,275,583 | 1,369,234 | 1,097,079 | 327,994 | | Brett E. Hoover | 1,051,370 | 1,260,461 | 923,830 | 242,761 |

  81. Nonqualified Deferred Compensation For 2025

    | (1) Includes (a) annual base salary for Mr. Reitsma, $2,203,800, Mr. Christmas, $1,332,150, Mr. Augustyn, $1,350,690, Mr. Setlock, $1,059,300 and Mr. Hoover, $882,750 (b) life, disability and medical insurance premiums for 18 months for Mr. Reitsma, $49,713, Mr. Christmas, $49,087, Mr. Augustyn, $46,275, Mr. Setlock, $35,435, and Mr. Hoover, $35,694 (c) out-placement $15,000 for Mr. Reitsma, Mr. Christmas, Mr. Augustyn, Mr. Setlock, and Mr. Hoover (d) the value of restricted shares, that would have become vested due to termination without cause, Mr. Reitsma, $726,561, Mr. Christmas, $455,933, Mr. Augustyn, $191,569, Mr. Setlock, $165,848 and Mr. Hoover, $117,926 which value would not apply and should be subtracted in the case of a termination by the officer for Good Reason. | | (2) Includes life insurance proceeds per employment agreement (Mr. Reitsma 1.5 x salary), Mr. Christmas, Mr. Augustyn, Mr. Setlock and Mr. Hoover, 1 x salary) and from the applicable insurance companies, supplemental life insurance proceeds of $300,000 and group term life insurance proceeds of $600,000, and the value of restricted shares that would have become vested due to death of $1,191,581 for Mr. Reitsma, $678,739 for Mr. Christmas, $388,985 for Mr. Augustyn, $327,944 for Mr. Setlock, and $242,761 for Mr. Hoover. | | (3) Includes (a) Mr. Reitsma, $1,101,900, Mr. Christmas, $666,075, Mr. Augustyn, $675,345, Mr. Setlock, $529,650 and Mr. Hoover, $441,375 (b) life, disability and medical insurance premiums for 18 months for, Mr. Reitsma, $49,713, Mr. Christmas, $49,087, Mr. Augustyn, $46,275 , Mr. Setlock, $35,435, and Mr. Hoover, 35,694 (c) the value of restricted shares that would have become vested due to disability, for Mr. Reitsma, $1,191,581, Mr. Christmas, $678,739, Mr. Augustyn, $388,985, Mr. Setlock, $327,994 and Mr. Hoover, $242,761. In addition, the executive officers would receive long term disability benefits from the applicable insurance companies for as long as the officer is disabled up to age 65, in the following annual amounts, Mr. Reitsma, $204,000, Mr. Christmas, $204,000, Mr. Augustyn, $204,000, Mr. Setlock, $204,000, and Mr. Hoover, $204,000. If the disability were catastrophic as defined in the disability insurance policies, the annual disability benefits in the prior sentence would be about 22% to 41% more, depending on the executive officer. | | (4) Includes the value of restricted shares that would have become vested at retirement. The amounts are calculated as though the officer had reached 65 years of age as December 31, 2025. |

  82. Nonqualified Deferred Compensation For 2025

    Change in Control Pursuant to agreements in effect beginning January 1, 2025, if a change in control of Mercantile or Mercantile Bank occurs and the employment of an executive officer is terminated without Cause or the officer terminates employment for Good Reason within 24 months after the change in control, the officer will receive a lump sum payment in addition to severance benefits under the employment agreement. Under each of the Stock Incentive Plan of 2020 and the Stock Incentive Plan of 2023, restricted stock awards may be assumed or a substitute award may be granted in connection with a change in control of Mercantile. In such event, the executive officer will become 100% vested if, within one year after the change in control, the officer's employment is terminated without Cause or due to death or disability, or if the officer terminates employment for Good Reason. If the restricted stock awards are not assumed or a substitute award granted in connection with a change in control, then unless the Compensation Committee prescribes an economically equivalent alternative, shares of restricted stock will be 100% vested. The awards will be cancelled immediately prior to the change in control, with the executive officer receiving a payment equal to the per share consideration paid to the shareholders in connection with the change in control transaction minus, in the case of stock options, the exercise price per share. A “change in control” is defined in each of the Stock Incentive Plan of 2020 and the Stock Incentive Plan of 2023 as (a) the failure of the continuing directors to constitute a majority of the Board of Directors; (b) the acquisition by any person of ownership of 30% or more of the outstanding common stock of Mercantile; (c) a reorganization, merger or consolidation after which the Mercantile shareholders do not own at least 50% of the value and voting power of the outstanding capital stock of the entity surviving the transaction; (d) a liquidation or dissolution of Mercantile, or a sale of all or substantially all of its assets; or (e) any other change in control transaction that is reportable to the SEC under Item 6(e) of Schedule 14A of Regulation 14A issued under the Securities Exchange Act of 1934. Potential Payments Upon a Change in Control The following table provides information regarding the value of benefits that would be provided to our executive officers in the event of a change in control of Mercantile. A lump sum cash payment would be made pursuant to the terms of the officer's change in control provisions assuming there was both a change in control and a termination without Cause or a Good Reason termination on December 31, 2025. The cash payments shown in the table below are in addition to severance payments that would be paid to the officer under their change in control or employment agreement in the event of a termination without Cause or a Good Reason termination during the employment period. Under our Stock Incentive Plan of 2020 and our Stock Incentive Plan of 2023, there are provisions regarding a change in control. The amounts shown assume that the change in control occurred as of December 31, 2025, the last business day of our 2025 fiscal year, include estimates of the value of restricted stock that would be vested upon a change in control and reflect that incentive awards were not assumed or substituted by an acquiring company. The actual amounts would only be determined upon a change in control.

  83. Nonqualified Deferred Compensation For 2025

    | | Termination Without Cause or Good Reason Termination | Accelerated Vesting Upon Change in Control | | | Name | After a Change in Control ($) | Stock Options ($) | Restricted Stock ($)(1)(2) | | Raymond E. Reitsma | 1,101,900 | - | $1,191,581 | | Charles E. Christmas | 444,050 | - | $678,739 | | Mark S. Augustyn | 450,230 | - | $338,985 | | Scott P. Setlock | 353,100 | - | $327,994 | | Brett E. Hoover | 294,250 | - | $242,761 |

  84. Nonqualified Deferred Compensation For 2025

    | (1) Consisting of: |

  85. Nonqualified Deferred Compensation For 2025

    | ● | 24,773 shares of performance-based restricted stock that would have vested for Mr. Reitsma at the adjusted target award level. |

  86. Nonqualified Deferred Compensation For 2025

    | ● | 14,111 shares of performance-based restricted stock that would have vested for Mr. Christmas at the adjusted target award level. |

  87. Nonqualified Deferred Compensation For 2025

    | ● | 8,087 total shares of restricted stock for Mr. Augustyn subject to time-based vesting or performance-based vesting. |

  88. Nonqualified Deferred Compensation For 2025

    | ● | 6,819 total shares of restricted stock for Mr. Setlock subject to time-based vesting or performance-based vesting. |

  89. Nonqualified Deferred Compensation For 2025

    | ● | 5,047 total shares of restricted stock for Mr. Hoover subject to time-based vesting or performance-based vesting. |

  90. Nonqualified Deferred Compensation For 2025

    | (2) Based on the closing stock price for our common stock of $48.10 per share as of December 31, 2025. |

  91. Nonqualified Deferred Compensation For 2025

    | Director Compensation for 2025 |

  92. Nonqualified Deferred Compensation For 2025

    The following table provides information about the compensation of our directors for the year ended December 31, 2025.

  93. Nonqualified Deferred Compensation For 2025

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael S. Davenport | 39,135 | 39,502 | — | — | — | — | 78,637 | | Thomas D. Dickinson(2) | 15,688 | — | — | — | — | — | 15,688 | | Michelle L. Eldridge | 42,648 | 43,431 | — | — | — | — | 86,079 | | Joseph D. Jones | 28,238 | 37,611 | — | — | — | — | 65,849 | | Robert B. Kaminski(2) | 9,413 | — | — | — | — | — | 9,413 | | Richard D. MacDonald | 37,650 | 37,611 | — | — | — | — | 75,261 | | Michael H. Price | 56,296 | 57,399 | — | — | — | — | 113,695 | | David B. Ramaker | 41,554 | 41,996 | — | — | — | — | 83,550 | | Nelson F. Sanchez | 37,650 | 37,611 | — | — | — | — | 75,261 | | Sara A. Schmidt……… | 37,650 | 37,611 | — | — | — | — | 75,261 | | Amy L. Sparks | 45,348 | 47,218 | — | — | — | — | 92,566 | | Shoran R. Williams…... | 37,650 | 37,611 | — | — | — | — | 75,261 |

  94. Nonqualified Deferred Compensation For 2025

    | (1) The compensation of our President and Chief Executive Officer, Mr. Reitsma, has been omitted from this table because he received no special compensation for serving on our Board of Directors. The compensation paid to Mr. Reitsma is included in the Summary Compensation Table. | | (2) Each non-employee director who was serving on May 22, 2025, received a stock award on May 22, 2025, in payment of 50% of such director's annual retainer fee. Mr. Dickinson and Mr. Kaminski retired from the Board on May 22, 2025, and therefore, did not receive a stock awards. All Chairpersons and our Executive Session Facilitator (Mr. Davenport, Ms. Eldridge, Mr. Price, Mr. Ramaker and Ms. Sparks) received additional awards on July 17, 2025, as an increase to their annual retainer was made, recommended by the Compensation Committee, as a market-adjustment (pro-rated and 50% of the increase). | | (3) No option awards were made to our non-employee directors during 2025, and no non-employee director held any unexercised options as of December 31, 2025. |

  95. Nonqualified Deferred Compensation For 2025

    Compensation Arrangements for Non-employee Directors The Compensation Committee of our Board of Directors reviews director compensation at least annually and recommends to our Board of Directors for approval any changes that the Compensation Committee deems appropriate. Beginning in 2018, we based our director compensation on a single retainer figure and discontinued the use of meeting fees from prior years. The retainer fee was higher for each director who served as Chairman of the Board, Chairperson of our Audit Committee, Compensation Committee or Governance and Nominating Committee, or Executive Session Facilitator, as reflected in the chart below. One-half (50%) of the retainer value was paid in shares of Mercantile common stock as of the annual meeting date, with the share count calculated based on the closing stock price on the day of issuance. One-half (50%) of the retainer value was paid in cash, with payments divided into equal installments payable at the end of each calendar quarter. Directors who fail to meet an attendance threshold of 85% of scheduled board and committee meetings would not receive their fourth quarter cash payment. The annual retainer fee values through December 31, 2024, and as of January 1, 2026, are as follows:

  96. Nonqualified Deferred Compensation For 2025

    | | Retainer Value | | | | Role | As of December 31, 2024 | As of July 1, 2025 | As of January 1, 2026 | | Chairman of the Board | $110,300 | $115,300 | $115,300 | | Chair of the Audit Committee | $86,800 | $95,300 | $95,300 | | Chair of the Compensation Committee | $83,600 | $87,300 | $87,300 | | Chair of the Governance and Nominating Committee | $82,100 | $84,300 | $84,300 | | Executive Session Facilitator | $2,100 | $4,000 | $4,000 | | Non-Chair Directors | $75,300 | $75,300 | $75,300 |

  97. Nonqualified Deferred Compensation For 2025

    Under Mercantile Bank’s Deferred Compensation Plan, Mercantile directors who are also directors of Mercantile Bank may elect to defer the cash portion of their annual retainer until they are no longer serving on the Board or until specific dates that they select. Directors are eligible to receive stock-based awards under the Stock Incentive Plan of 2023. Deferred Compensation Plan Directors are currently eligible to participate in our Deferred Compensation Plan #2. Directors who participate in the Deferred Compensation Plan #2 may elect to defer up to 100% of their director fees. None of our Directors elected to participate in our Deferred Compensation Plan #2 in fiscal year 2025. None of our Directors has an account in our prior Deferred Compensation Plan, which closed to new investment by directors on December 31, 2024. The Deferred Compensation Plan #2 provides that Mercantile Bank will pay to each director, from the director’s deferred compensation account, a lump sum payment, or installment payments, whichever is elected, after the director’s term of office as a director ends. If installment payments are elected, the maximum payment period is ten years. In the event that a director dies before his or her term of office ends, Mercantile Bank will distribute the payments to the director’s designated beneficiary in a lump sum, or installments, if installments were elected. If death occurs during the time that payments are being made, Mercantile Bank will distribute the remaining payments to the director’s designated beneficiary at the same time and in the same amounts that would have been distributed if the director had not died. The Deferred Compensation Plans are subject to Section 409A of the Internal Revenue Code, which specifies requirements that non-qualified deferred compensation plans must meet in order to avoid adverse tax consequences for participants.

  98. Nonqualified Deferred Compensation For 2025

    | CEO Pay Ratio |

  99. Nonqualified Deferred Compensation For 2025

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annualized total compensation of Raymond E. Reitsma, our Chief Executive Officer (“CEO”). For 2025, our last completed fiscal year:

  100. Nonqualified Deferred Compensation For 2025

    | ● | The annual total compensation of the employee identified at the median of our Company (other than our CEO) was $71,306.51, determined as of December 31, 2025; and | | ● | The annualized compensation of Raymond E. Reitsma, including all elements of compensation in the Summary Compensation Table, was $1,769,983. |

  101. Nonqualified Deferred Compensation For 2025

    Based on this information, for 2025, the ratio of the annual total compensation of our CEO as described above, to the annual total compensation of our median employee was estimated to be 25 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We used the median employee identified in 2025 for purposes of calculating the CEO pay ratio. There have been no changes in our employee population or employee compensation arrangements in 2025 that we believe would significantly impact the CEO pay ratio.

  102. Nonqualified Deferred Compensation For 2025

    | Policies and Practices for Granting Certain Equity Awards |

  103. Nonqualified Deferred Compensation For 2025

    We have certain practices related to the timing of equity grants. The Compensation Committee is responsible for determining, or recommending to the Board for determination, all elements of compensation for the Company’s NEOs, including equity-based compensation. The Compensation Committee is also responsible for making equity awards to members of the Board. It is our current practice to make equity grants in February of each year to align with the schedule that applies to all other compensation adjustments for employees of the Company and its subsidiaries. The Compensation Committee or the Board does not currently take material non-public information into account when determining the timing of equity grants, and the Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. During fiscal year 2025, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  104. Nonqualified Deferred Compensation For 2025

    | Pay Versus Performance |

  105. Nonqualified Deferred Compensation For 2025

    In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. We have identified Return on Equity (“ROE”) as our Company-Selected Measure (“CSM”). In our view, ROE represents the most important financial performance measure (not otherwise required to be disclosed in the table) used to link “Compensation Actually Paid” to our NEOs for the 2025 fiscal year to company performance. We chose ROE as our Company-Selected Measure for evaluating pay versus performance because it is a key metric under the performance-based restricted stock grants. Pay Versus Performance Table

  106. Nonqualified Deferred Compensation For 2025

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | (a) | Summary compensation table total for First PEO (1) ($) (b) | Summary compensation table total for Second PEO (1) ($) (b) | Compensation actually paid to First PEO (1) (2) (3) ($) (c) | Compensation actually paid to Second PEO (1) (2) (3) ($) (c) | Average summary compen- sation table for non-PEO named executive officers (1) ($) (d) | Average compens- ation actually paid to non-PEO named executive officers (2) (3) ($) (e) | Total shareholder return (f) | Peer group total shareholder return (4) (g) | Net income (h) | Return on equity | | 2025 | 1,769,983 | | 1,191,582 | | 761,848 | 409,320 | 212.56 | 196.00 | 88,753,000 | 14.08 | | 2024 | 598,620 | 1,181,790 | 661,266 | 1,268,502 | 565,280 | 622,831 | 190.32 | 147.85 | 79,593,000 | 14.35 | | 2023 | 1,477,989 | - | 1,789,395 | - | 694,860 | 812,860 | 166.90 | 107.76 | 82,217,000 | 17.24 | | 2022 | 1,430,026 | - | 1,679,446 | - | 558,287 | 605,716 | 132.66 | 108.73 | 61,063,000 | 14.07 | | 2021 | 1,208,919 | - | 2,033,701 | - | 608,292 | 1,021,656 | 133.79 | 138.33 | 59,021,000 | 13.11 |

  107. Nonqualified Deferred Compensation For 2025

    | (1) Our PEO in 2021, 2022, and 2023 was Robert B. Kaminski, Jr. Mr. Kaminski continued as our PEO until he retired on June 1, 2024 (“First PEO”). For the remainder of 2024, Raymond E. Reitsma was our PEO (“Second PEO”). For 2025, Raymond E. Reitsma was our PEO. The non-PEO NEOs for 2024 and 2025 are Charles E. Christmas, Mark S. Augustyn, Scott P. Setlock, and Brett E. Hoover. The non-PEO NEOs for 2023 are Raymond E. Reitsma, Charles E. Christmas, Brett E. Hoover, and Robert T. Worthington. The non-PEO NEOs for 2022, 2021, and 2020 are Raymond E. Reitsma, Charles E. Christmas, Lonna L. Wiersma and Robert T. Worthington. Ms. Wiersma retired on March 4, 2022. | | (2) Compensation Actually Paid amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the NEOs. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. For each NEO, we have subtracted the totals from the Stock Awards column set forth in the Summary Compensation Table. The equity value adjustments for each applicable year are derived from the following tables. | | (4) The peer group TSR set forth in this table utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  108. Nonqualified Deferred Compensation For 2025

    | Year | Year-End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Year-End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for First PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Second PEO ($) | Total Inclusion of Equity Values for PEO ($) | | 2025 | 450,312 | - | 55,634 | - | - | - | 28,888 | - | 37,160 | - | 571,994 | | 2024 | - | - | 144,295 | 102,396 | - | - | (22,064) | (15,684) | 49,854 | 35,378 | 294,175 | | 2023 | 349,973 | - | 289,654 | - | - | - | 17,452 | - | 56,252 | - | 713,331 | | 2022 | 381,873 | - | 156,752 | - | - | - | 31,830 | - | 45,098 | - | 615,553 | | 2021 | 351,106 | - | 802,132 | - | - | - | - | - | 20,244 | - | 1,173,482 |

  109. Nonqualified Deferred Compensation For 2025

    | Our PEO in 2020, 2021, 2022, and 2023 was Robert B. Kaminski, Jr. Mr. Kaminski continued as our PEO until he retired on June 1, 2024 (“First PEO”). For the remainder of 2024, Raymond E. Reitsma was our PEO (“Second PEO”). |

  110. Nonqualified Deferred Compensation For 2025

    | Year | Average Year- End Fair Value of Equity Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 160,690 | 23,365 | - | 21,849 | - | 17,274 | 223,178 | | 2024 | - | 41,075 | - | 16,476 | - | 17,351 | 74,902 | | 2023 | 167,294 | 108,863 | - | 8,033 | - | 21,488 | 305,678 | | 2022 | 123,089 | 41,682 | - | 18,927 | (35,626) | 17,372 | 165,444 | | 2021 | 111,045 | 402,580 | - | - | - | 10,024 | 523,649 |

  111. Nonqualified Deferred Compensation For 2025

    Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR as well as TSR relative to the KBW Nasdaq Bank Index, over the five most recently completed fiscal years. Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Other NEO Compensation Actually Paid and Return on Equity (”ROE”) The following chart sets forth the relationship between Compensation Actually Paid to each PEO, the average of Compensation Actually Paid to our other NEOs, and our ROE during the five most recently completed fiscal years. Tabular List of Most Important Performance Measures The following table presents the financial performance measures that the Company considers to be the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  112. Nonqualified Deferred Compensation For 2025

    | Earnings per share | | Level of non-performing assets | | Net interest margin | | Net revenue | | Efficiency ratio | | Return on assets | | Return on equity |

  113. Nonqualified Deferred Compensation For 2025

    | PROPOSAL #2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  114. Nonqualified Deferred Compensation For 2025

    Our Board of Directors is asking our shareholders to ratify the selection of Plante & Moran, PLLC as our independent registered public accounting firm for the fiscal year 2026. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Plante & Moran, PLLC to our shareholders for ratification as a matter of good corporate practice. In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in our best interest and the best interest of our shareholders. Representatives of Plante & Moran, PLLC plan to attend the annual meeting of shareholders, who will have the opportunity to make a statement if they desire to do so and will respond to appropriate questions by shareholders. Our Board of Directors recommends that you vote FOR ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2026. Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for ratification of the appointment of Plante & Moran, PLLC. The following table shows the fees for audit and other professional services provided to us by Plante & Moran for fiscal years 2025 and 2024.

  115. Nonqualified Deferred Compensation For 2025

    | | 2025 | 2024 | | Audit Fees | $519,000 | $492,750 | | Audit-Related Fees | $79,250 | $42,000 | | Tax Fees | $0 | $0 | | All other fees | $9,150 | $4,900 | | Total | $607,400 | $539,650 |

  116. Nonqualified Deferred Compensation For 2025

    The Audit Committee’s policy is to pre-approve all audit services and non-audit services that are to be performed for us by our independent auditor. Under the Audit Committee’s policy, authority to pre-approve permitted services has been delegated to two members of the Audit Committee, either of whom can act alone, for circumstances when pre-approval is not obtained from the full Audit Committee. Any pre-approval by the delegated authority is required to be reported to the Audit Committee at its next meeting. All of the services described in the table above were pre-approved by the Audit Committee.

  117. Nonqualified Deferred Compensation For 2025

    | PROPOSAL #3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THIS PROXY STATEMENT |

  118. Nonqualified Deferred Compensation For 2025

    The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement in accordance with the rules of the SEC. We intend to continue to hold such an advisory vote on the compensation of our NEOs, commonly known as a “say-on-pay” vote, each year in connection with our annual meeting of shareholders until the next vote on the frequency of the “say-on-pay” vote or until our Board otherwise determines that a different frequency for this advisory vote is in the best interests of our shareholders. Our executive compensation program is intended to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and increase shareholder value. Our philosophy in setting compensation policies for executive officers is to align pay with performance, while at the same time providing competitive compensation. We believe that our compensation policies and procedures are aligned with the long-term interests of our shareholders. As required by Section 14A of the Exchange Act, this proposal seeks a shareholder advisory vote on the approval of compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Mercantile Bank Corporation’s executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the proxy statement.” Our Board of Directors urges you to endorse the compensation program for our executive officers by voting FOR the above resolution. The Compensation Committee of the Board of Directors believes that the executive compensation for 2025 is reasonable, appropriate and justified by Mercantile’s performance. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Our Board of Directors recommends that you vote FOR the approval of our executive compensation program as described in the Compensation Discussion and Analysis and the compensation tables and otherwise in this proxy statement. Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for approval of our executive compensation program.

  119. Nonqualified Deferred Compensation For 2025

    | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |

  120. Nonqualified Deferred Compensation For 2025

    Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Based on a review of filings and written representations from Section 16 insiders, we believe that all reports required to be filed under Section 16(a) for 2025 were timely filed except for: Michael Price Form 4, filed February 24, 2025; Mark Augustyn Form 4, filed February 9, 2026; Brett Hoover Form 4, filed February 9, 2026; Tara Randall Form 4, filed February 9, 2026; and Scott Setlock Form 4, filed February 9, 2026.

  121. Nonqualified Deferred Compensation For 2025

    | TRANSACTIONS WITH RELATED PERSONS |

  122. Nonqualified Deferred Compensation For 2025

    We have a written policy requiring that our Audit Committee review and approve related person transactions that involve us and are of the type that are required to be disclosed in our proxy statement by SEC rules. A transaction may be a related person transaction if any of our directors, executive officers, owners of more than 5% of our common stock, or their immediate family have a material interest in the transaction and the amount involved exceeds $120,000. The policy authorizes the Audit Committee to approve a related person transaction if it determines that the transaction is at least as favorable to us as would have been expected if the transaction had been with a person who is not related to us or is in our best interest. The policy does not cover loan transactions described in the next paragraph, which are generally subject to approval by the Banks’ Boards of Directors to the extent required by applicable banking laws and regulations. The Banks have had, and expect in the future to have, loan transactions in the ordinary course of business with our directors, executive officers, or their immediate family, or companies they have a material interest in, on substantially the same terms as those prevailing for comparable transactions with others. All such transactions (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Banks, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

  123. Nonqualified Deferred Compensation For 2025

    | SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING |

  124. Nonqualified Deferred Compensation For 2025

    A proposal submitted by a shareholder for the 2027 annual meeting of shareholders must be sent to the Secretary, Mercantile Bank Corporation, 310 Leonard Street NW, Grand Rapids, Michigan 49504 and received by December 3, 2026, in order to be eligible to be included in our proxy statement for that meeting. A shareholder who intends to present a proposal for the 2027 annual meeting of shareholders, other than pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must provide us with notice of such intention by at least February 16, 2027, or the persons named in the proxy to vote the proxies will have discretionary voting authority at the 2027 annual meeting with respect to any such proposal without discussion of the matter in our proxy statement pursuant to Rule 14a-4(c) under the Exchange Act. In addition to satisfying the foregoing requirements, to comply with the SEC's universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Mercantile’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 22, 2027. Our Board of Directors does not know of any other matters to be brought before the annual meeting. If other matters are presented upon which a vote may properly be taken, it is the intention of the persons named in the proxy to vote the proxies in accordance with their best judgment.