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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 27, 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. ¨
On
August 27, 2025, Midland States Bancorp, Inc. (the “Company”) notified holders that the Company will redeem on September 30,
2025 (the “Redemption Date”) all of the Company’s outstanding Fixed-to-Floating Rate Subordinated Notes due September 30,
2029, having an aggregate current principal amount of $50,750,000 (the “Subordinated Notes”), in accordance with the terms
of the Subordinated Notes. The aggregate redemption price will be 100% of the aggregate principal amount of the Subordinated Notes, plus
accrued and unpaid interest to, but excluding, the Redemption Date. The interest rate on the Subordinated Notes is currently 7.91%, equating
to approximately $4.0 million of interest payable, annually.
Forward-Looking Statements
This
document contains 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 planned redemption of the Subordinated Notes, as well as all statements that are not historical facts. Such forward-looking
statements are subject to many risks and uncertainties, including interest rates and other general economic, business and political conditions;
changes in the financial markets; changes in business plans as circumstances warrant; and the other factors identified in the Company’s
most recent periodic reports and other filings with the Securities and Exchange Commission, 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.
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: September 2, 2025 |
Midland
States Bancorp, Inc. |
| |
|
|
| |
By: |
/s/ Eric T. Lemke |
| |
|
Eric T. Lemke |
| |
|
Chief Financial Officer |
