Midland States Bancorp, Inc. receives expected notification of deficiency from Nasdaq related to delayed filing of Quarterly Report on Form 10-Q

Rhea-AI Summary

Midland States Bancorp (NASDAQ: MSBI) has received a deficiency notification from Nasdaq on August 19, 2025, due to its failure to file its Q2 2025 Form 10-Q on time. The notification indicates non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports.

The company has until October 18, 2025 to submit a compliance plan to Nasdaq, which may grant up to 180 days (until February 26, 2026) to regain compliance. The delay is related to previous financial statement restatements that affected the company's 2024 10-K and Q1 2025 10-Q filings. The notification has no immediate effect on MSBI's listing or trading status on the Nasdaq Global Select Market.

Positive

• No immediate impact on stock listing or trading status
• Company has been granted extension period to resolve the issue
• Previous delayed filings (2024 10-K and Q1 2025 10-Q) have already been completed

Negative

• Failure to file Q2 2025 Form 10-Q on time
• Non-compliance with Nasdaq listing requirements
• Ongoing financial statement restatement issues affecting timely reporting
• Risk of potential delisting if compliance is not achieved by February 2026

Insights

Financial Regulatory Expert

MSBI faces Nasdaq compliance issues due to delayed SEC filings amid financial restatements, with October deadline to submit remediation plan.

Midland States Bancorp has received a Nasdaq deficiency notification for failing to timely file its Q2 2025 quarterly report, marking the latest in a series of delayed financial filings. This notification triggers a compliance process that gives MSBI until October 18, 2025 to submit a remediation plan, with potential extension of the compliance period to February 26, 2026.

The filing delays stem from a previously disclosed financial restatement affecting multiple reporting periods. The company has already experienced cascading delays, having filed its 2024 annual report six months late (July 1, 2025) and its Q1 2025 report nearly five months late (August 8, 2025).

While the notification has no immediate impact on MSBI's listing status or trading capabilities on the Nasdaq Global Select Market, this pattern of delayed filings raises significant governance concerns. Multiple financial restatements typically indicate potential internal control weaknesses or accounting issues that warrant investor attention.

The timeline of events is particularly concerning - the company's financial reporting has been delayed across multiple quarters, suggesting systemic rather than isolated issues. Though MSBI states they intend to file "as soon as practicable," no specific target date was provided, leaving uncertainty about when investors will receive updated financial information.

The repeated delays in financial reporting significantly impair market transparency and investors' ability to make informed decisions about MSBI stock. Though the company has a clear regulatory path to maintain its listing, the underlying accounting issues requiring restatements remain the more substantial concern for fundamental analysis.

EFFINGHAM, Ill., Aug. 22, 2025 (GLOBE NEWSWIRE) -- Midland States Bancorp, Inc. (NASDAQ: MSBI) (the “Company”) today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on August 19, 2025 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Form 10-Q”), as described more fully in the Company's Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2025. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

The Notice has no immediate effect on the listing or trading of the Company’s common stock or depositary shares on the Nasdaq Global Select Market.

In accordance with Nasdaq’s listing rules, the Company has until October 18, 2025 to submit to Nasdaq a plan to regain compliance with the Listing Rule. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-Q, or until February 26, 2026, to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable.

As discussed in the Company’s Form 12b-25, filed with the Commission on August 12, 2025, the Company was unable to file the Form 10-Q by the prescribed due date without unreasonable effort or expense due to the previously disclosed delay in filing its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2025, and the delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025, which was filed with the SEC on August 8, 2025, in each case related to the Company’s previously disclosed restatement of its financial statements. The Company plans to file the Form 10-Q as soon as practicable.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s expectations as to the anticipated timing of filing the Form 10-Q and statements relating to the Company’s plan to regain compliance with Nasdaq’s listing rules, as well as all statements that are not historical facts. Such forward-looking statements are subject to many risks and uncertainties, including the expected timing of the review of the Company’s unaudited financial statements as of and for the three and six months ended June 30, 2025 and 2024, and other factors identified in the Company’s most recent periodic reports and other SEC filings, all of which are available on the Company’s website. The Company can provide no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements. The Company does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.

About Midland States Bancorp, Inc.

Midland States Bancorp, Inc. is a community-based financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. As of June 30, 2025, the Company had total assets of approximately $7.16 billion, and its Wealth Management Group had assets under administration of approximately $4.18 billion. The Company provides a full range of commercial and consumer banking products and services and business equipment financing, merchant credit card services, trust and investment management, insurance and financial planning services. For additional information, visit https://www.midlandsb.com/ or https://www.linkedin.com/company/midland-states-bank.

CONTACTS:

Jeffrey G. Ludwig, President and CEO, at jludwig@midlandsb.com or (217) 342-7321
Eric T. Lemke, Chief Financial Officer, at elemke@midlandsb.com or (217) 342-7321

FAQ

What is the deadline for Midland States Bancorp (MSBI) to submit its compliance plan to Nasdaq?

MSBI has until October 18, 2025 to submit its plan to regain compliance with Nasdaq's listing rules.

Why did Midland States Bancorp (MSBI) receive a Nasdaq deficiency notice?

MSBI received the notice due to its failure to timely file its Q2 2025 Form 10-Q, which violates Nasdaq Listing Rule 5250(c)(1).

Will MSBI stock continue trading on Nasdaq despite the deficiency notice?

Yes, the notice has no immediate effect on the listing or trading of MSBI's common stock or depositary shares on the Nasdaq Global Select Market.

How long does Midland States Bancorp have to regain Nasdaq compliance?

Nasdaq may grant MSBI up to 180 calendar days from the Form 10-Q due date, or until February 26, 2026, to regain compliance.

What caused the delay in MSBI's Q2 2025 10-Q filing?

The delay is related to the company's previously disclosed restatement of financial statements, which also affected its 2024 10-K and Q1 2025 10-Q filings.