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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):
February 3, 2026
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers |
On February 3, 2026, the Board of Directors (the “Board”) of Midland States Bancorp, Inc. (the “Company”)
increased the size of the Board from ten members to eleven members and appointed James F. Deutsch as a Class II director of the Company,
with a term expiring at the Company’s 2027 annual meeting of shareholders. Mr. Deutsch was also appointed to the Board of Directors
of the Company’s wholly owned subsidiary, Midland States Bank.
Mr. Deutsch is a senior partner of Patriot Financial Partners, L.P.
(“Patriot”), a private equity fund specializing in investments in the financial services industry and current shareholder
of the Company. The Board determined it was advisable to make such appointment after considering Mr. Deutsch’s qualifications and
experience, the recommendation of the Company’s Nominating and Corporate Governance Committee, the Company’s and such Committee’s
criteria for directors, and applicable Nasdaq rules regarding director independence.
As a non-employee director of the Company, Mr. Deutsch
will be entitled to receive the compensation payable to non-employee directors of the Company, as disclosed in its proxy statement for
its 2025 annual meeting of shareholders, filed with the Securities and Exchange Commission on July 1, 2025.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Midland States Bancorp, Inc., dated February 3, 2026 |
| 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: February 3, 2026 |
Midland
States Bancorp, Inc. |
| |
|
|
| By: |
/s/ Eric T. Lemke |
| |
| Eric T. Lemke |
| |
| Chief Financial Officer |
