Midland States Bancorp gets Nasdaq delinquency notice

Rhea-AI Filing Summary

Midland States Bancorp, Inc. reported receiving an expected notice from Nasdaq on August 19, 2025 stating the company is not in compliance with Listing Rule 5250(c)(1) because it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The notice does not immediately affect the listing or trading of its common stock or depositary shares on the Nasdaq Global Select Market.

The company has until October 18, 2025 to submit a plan to regain compliance, and Nasdaq may grant up to February 26, 2026 to fully comply. The delay in the June 30, 2025 Form 10-Q filing stems from previously disclosed restatements that also pushed back the Form 10-K for the year ended December 31, 2024 and the Form 10-Q for the period ended March 31, 2025. Midland States Bancorp states it intends to file the June 30, 2025 Form 10-Q and regain compliance as soon as practicable.

Positive

• None.

Negative

• Nasdaq noncompliance notice: Nasdaq notified Midland States Bancorp, Inc. on August 19, 2025 that it is not in compliance with Listing Rule 5250(c)(1) due to the continued delinquency of its Form 10-Q for the period ended June 30, 2025, introducing formal listing risk until compliance is regained.
• Ongoing reporting delays tied to restatement: The late June 30, 2025 Form 10-Q follows earlier delays in filing the Form 10-K for the year ended December 31, 2024 and the Form 10-Q for the period ended March 31, 2025, all related to a previously disclosed restatement of financial statements, extending uncertainty around the company’s financial reporting timetable.

Insights

Equity analyst – regional banks

Nasdaq noncompliance due to late 10-Q heightens disclosure and listing risk.

Midland States Bancorp, Inc. disclosed that on August 19, 2025 Nasdaq notified the company it is not in compliance with Listing Rule 5250(c)(1) because the Form 10-Q for the period ended June 30, 2025 has not been filed. This continues a pattern of delayed reporting tied to a previously disclosed restatement affecting the Form 10-K for the year ended December 31, 2024 and the Form 10-Q for the period ended March 31, 2025.

The notice currently has no effect on trading of the company’s common stock or depositary shares on the Nasdaq Global Select Market, but it starts a formal remediation timeline. The company must submit a compliance plan to Nasdaq by October 18, 2025, and Nasdaq may grant up to February 26, 2026 to regain compliance. Failure to meet these milestones could ultimately affect the Nasdaq listing status.

The company indicates it plans to file the June 30, 2025 Form 10-Q and regain compliance with Nasdaq’s rules as soon as practicable. Investors may focus on future SEC reports and company communications for updates on the timing of the delayed Form 10-Q and the resolution of the restatement-related review of the unaudited financial statements for the three and six months ended June 30, 2025 and 2024.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq issue a noncompliance notice to Midland States Bancorp (MSBI)?

Nasdaq notified Midland States Bancorp, Inc. on August 19, 2025 that it is not in compliance with Listing Rule 5250(c)(1) because the company has not filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Does the Nasdaq notice immediately affect trading of MSBI shares or depositary shares?

No. The company states that the Nasdaq notice has no immediate effect on the listing or trading of its common stock or depositary shares on the Nasdaq Global Select Market.

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

Midland States Bancorp has until October 18, 2025 to submit a plan to regain compliance with Listing Rule 5250(c)(1), and Nasdaq may, at its discretion, grant the company up to February 26, 2026 to regain full compliance.

What caused the delay in Midland States Bancorp’s June 30, 2025 Form 10-Q filing?

The company explains that the delay in filing the Form 10-Q for the period ended June 30, 2025 stems from a previously disclosed restatement of its financial statements, which also delayed its Form 10-K for the year ended December 31, 2024 and its Form 10-Q for the period ended March 31, 2025.

What does Midland States Bancorp plan to do in response to the Nasdaq notice?

Midland States Bancorp states that it intends to take the necessary steps to regain compliance with Nasdaq’s listing rules and plans to file the Form 10-Q for the period ended June 30, 2025 as soon as practicable.

Did Midland States Bancorp issue any public communication about the Nasdaq notice?

Yes. The company issued a press release on August 22, 2025 disclosing receipt of the Nasdaq notice, which is included as Exhibit 99.1.

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Accepted by SEC EDGAR 08/22/2025 - 04:01 PM Learn about SEC filing dates

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United States

Securities And Exchange Commission
Washington, DC 20549

FORM 8-K

Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2025

Midland States Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Illinois	001-35272	37-1233196
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (217) 342-7321

N/A
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	MSBI	The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value)	MSBIP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Midland States Bancorp, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”) by its prescribed due date. On August 19, 2025, the Company received an expected notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it does not comply with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because of the continued delinquency in filing the Form 10-Q. 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.

7.01. Regulation FD Disclosure.

On August 22, 2025, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of Midland States Bancorp, Inc., dated August 22, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 22, 2025	Midland States Bancorp, Inc.
	By:	/s/ Eric T. Lemke
		Eric T. Lemke
		Chief Financial Officer