Midland States SEC Filings

Foghorn Therapeutics Inc. (FHTX) has restructured its real-estate footprint, according to a Form 8-K filed on 1 July 2025.

New Watertown headquarters. On 27 June 2025 the company signed a 108-month lease with ARE-MA Region No. 77, LLC for 72,846 sq ft at 99 Coolidge Avenue, Watertown, MA. The premises will serve as the principal executive offices and support R&D, manufacturing and related activities.

• Lease commencement: 16 July 2025; base rent starts 9.5 months after delivery (targeted 1 Oct 2026).
• Year 1 base rent: $3.9 million (45,000 RSF).
• Year 2 base rent: ≈$5.2 million (60,000 RSF).
• Year 3 base rent: ≈$6.3 million; thereafter 3 % annual escalator beginning 1 Oct 2027.
• Tenant share of operating & tax expenses: ≈22.71 %.
• Two successive 5-year extension options.

Termination of Cambridge lease. Simultaneously, Foghorn executed an agreement with ARE-Tech Square, LLC to end its 81,441 sq ft lease at 500 Technology Square, Cambridge—originally set to run through 30 Sep 2028. The company will pay all rent and other amounts due through the agreed termination date.

Overall, the filing outlines a planned relocation from Cambridge to a purpose-built Watertown facility with staged rent obligations and optional extensions, replacing a larger, costlier lease that would otherwise have run for three additional years.

The Hershey Company (HSY) – Form 144 filing discloses that affiliate filer Michele G. Buck intends to sell up to 19,290 common shares of Hershey on or about 01 July 2025 through Fidelity Brokerage Services on the NYSE. Based on the filing’s stated aggregate market value of $3,375,750, the implied reference price is about $175/share.

The shares originate from an option granted 01 Mar 2017 and exercised on the planned sale date. Hershey had 147,990,276 shares outstanding, so the proposed sale represents roughly 0.013 % of total shares.

The filing also notes that the same seller disposed of 31,210 shares on 30 May 2025 for gross proceeds of $5,018,568. Combining the completed and proposed transactions, the filer will have sold about 50,500 shares (~0.034 % of shares outstanding) within a three-month window, generating proceeds of roughly $8.4 million.

No information is provided on whether the trades are executed under a Rule 10b5-1 trading plan or whether any additional shares remain subject to option exercises. The Form 144 includes the customary representation that the seller possesses no undisclosed material adverse information.

Gibraltar Industries (ROCK) has submitted a Form 4 detailing an insider equity award to Vice President & Chief Financial Officer Joseph A. Lovechio. On 30 June 2025, Lovechio received 200.22 restricted stock units (RSUs) under the company’s 2018 Management Stock Purchase Plan, designated with transaction code “A.” The award was made at no cost to the executive and represents a matching grant tied to his deferred base-salary election. After the transaction, Lovechio directly holds 598.97 RSUs and 8,566 shares of Gibraltar common stock; no shares were sold or disposed of.

The RSUs are forfeitable if the executive departs within five years of his vesting commencement date. Should service continue beyond that period, the units convert to cash—paid either in a lump sum or in five or ten annual installments—six months after separation, based on then-current fair market value. The filing appears to be a routine, compensation-related grant and is unlikely to have a material impact on Gibraltar’s share count or valuation.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering 1.5-year Market-Linked Securities tied to the Citi Dynamic Asset Selector 5 Excess Return Index (CIISDA5N). Each $1,000 note returns principal at maturity plus an upside payment only if the Index appreciates from the July 31, 2025 pricing date to the February 1, 2027 valuation date. The upside participation rate is at least 175%; therefore a 25% Index gain would generate a 43.75% security return ($1,437.50). If the Index is flat or lower, investors receive only the principal—no downside participation but also no periodic interest.

Key terms include: unsecured senior obligation; credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; no listing on any exchange; and an estimated value on the pricing date below the issue price. The underlying index uses a rules-based trend and volatility framework allocating between S&P 500 futures and 10-year U.S. Treasury futures, targets 5% volatility, deducts a 0.85% annual index fee, and has operated since June 13, 2016. Material risks highlighted include potential zero return, secondary-market illiquidity, index methodology limitations, and financing-cost drag on futures-based constituents.

On May 1, 2025, Midland States Bancorp (ticker: MSBI) Chief Risk Officer Daniel E. Casey submitted a Form 4 reporting a Code F transaction—shares withheld to cover taxes upon vesting of equity awards.

The filing shows the disposition of 217 common shares at $17.62 per share, representing an aggregate value of roughly $3.8 thousand. After the transaction, Casey directly owns 13,352 shares of MSBI, meaning only about 1.6 % of his position was used for tax settlement.

Because Code F transactions are administrative and the share count is immaterial relative to both insider ownership and MSBI’s typical daily volume, the event is unlikely to affect trading dynamics or signal a change in insider sentiment.

Midland States Bancorp, Inc. (MSBI) – Form 4 filing dated 07/01/2025 details a modest insider purchase by President & CEO Jeffrey G. Ludwig.

• On 06/30/2025, Ludwig acquired 1,615 common shares through the company’s Employee Stock Purchase Plan (ESPP) at an effective price of $15.48 per share, a 10 % discount to the lower of the quarter’s opening or closing market price.
• Post-transaction, the CEO directly owns 361,249.432 shares and indirectly controls an additional 11,569 shares via JQ Properties.
• No dispositions were reported; the filing also lists previously granted stock options totaling 89,264 options with strike prices ranging from $18.16 to $28.59, all held directly.

The purchase increases Ludwig’s direct ownership by less than 0.5 %, signaling continued participation in the ESPP rather than an opportunistic open-market buy. While insider buying by the CEO is typically viewed positively, the small size and routine nature limit its material impact.

ResMed Inc. (RMD) has filed a Form 144 in which company insider Michael J. Rider notifies the SEC of his intent to sell up to 66 common shares through Fidelity Brokerage Services on or about 1 July 2025. The proposed transaction is valued at roughly $16,961, based on current market pricing, and represents an immaterial 0.00005 % of the company’s 146.6 million shares outstanding. The shares stem from restricted-stock vesting that occurred on 11 Nov 2022 and were received as compensation. Rider has already sold 105 shares in the preceding three months, generating total gross proceeds of approximately $24,258. The filing contains no operational updates, earnings data, or strategic disclosures and expressly states that the seller is unaware of any material non-public adverse information concerning ResMed.

Eureka Acquisition Corp (EURKU) has filed a Form 8-K/DEFA14A to amend and supplement its June 3, 2025 definitive proxy statement ahead of the June 30, 2025 Extraordinary General Meeting.

The core change relates to the Charter Amendment Proposal, which would:

• Extend the deadline to complete a business combination from July 3, 2025, to as late as July 3, 2026, via up to 12 one-month extensions.
• Require the sponsor to deposit a Revised Monthly Extension Fee of US $150,000 into the SPAC’s trust account for each monthly extension—substantially higher than the originally proposed fee (lesser of US $60,000 total or US $0.03 per remaining public share).
• Mandate the filing of a Form 8-K after each deposit and provide a 30-day “Cure Period” if any monthly payment is missed; failure to cure triggers an immediate wind-up and liquidation.
• Prohibit the withdrawal of trust interest to pay dissolution expenses, preserving cash for redemptions.

No other meeting logistics, record date or additional proposals have changed. A press release (Exhibit 99.1) announcing these revisions was issued on June 25, 2025.

Investor implications: the larger fixed monthly contribution strengthens redemption value and may signal sponsor commitment, but also highlights that a suitable business-combination target has not yet been secured. Shareholders will vote on the revised terms on June 30. Failure to approve the Charter Amendment could force liquidation on July 3, 2025 under existing charter terms.