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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):
November 3, 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. ¨
Dividend
Announcement
On
November 3, 2025, Midland States Bancorp, Inc. (the “Company”) announced that its Board of Directors (the “Board”)
declared a quarterly cash dividend of $0.32 per share of its common stock. The dividend is payable on November 21, 2025, to shareholders
of record as of the close of business on November 14, 2025.
The
Board also declared a cash dividend of $0.4844 per depositary share on its 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series A. The dividend will be payable on December 30, 2025, to shareholders of record as of December 15, 2025.
A
copy of the press release regarding the dividends is filed herewith as Exhibit 99.1.
Stock
Repurchase Program
On
November 3, 2025, the Board approved a stock repurchase program that authorizes the Company to repurchase up to $25.0 million of
its common stock. Repurchases under the program may be made from time to time on the open market, in privately negotiated transactions
or in any other manner that complies with applicable securities laws, at the discretion of the Company. The Board has also authorized
management to enter into a Rule 10b5-1 trading arrangement with a nationally recognized broker for purposes of effecting transactions
under the stock repurchase program.
The
new stock repurchase program became effective on November 3, 2025 and expires on November 2, 2026. The timing of purchases and
the number of shares repurchased under the program are dependent upon a variety of factors including price, trading volume, corporate
and regulatory requirements and market conditions. The repurchase program may be suspended or discontinued at any time, and any Rule 10b5-1
trading arrangement entered into by the Company may be terminated or amended, in each case without notice.
A
copy of the press release regarding the share repurchase program is filed herewith as Exhibit 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Midland States Bancorp, Inc., dated November 3, 2025 |
| 99.2 |
|
Press Release of Midland States Bancorp, Inc., dated November 3, 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: November 3, 2025 |
Midland
States Bancorp, Inc. |
| |
|
|
| |
By: |
/s/ Nathan Sturycz |
| |
|
Nathan Sturycz |
| |
|
General Counsel |
