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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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On November
3, 2025, Jeffrey S. Mefford, President of Midland States Bank (the “Bank”) and an Executive Vice President of Midland States
Bancorp, Inc. (the “Company”), informed the Company and the Bank that he will retire, effective June 30, 2026 (the “Transition
Date”).
| Item 7.01 | Regulation FD Disclosure. |
On November
6, 2025, the Company issued a press release regarding Mr. Mefford’s resignation and the Company’s plan to appoint Jeremy A.
Jameson, 44, as Executive Vice President — Chief Banking Officer of the Bank, effective as of the Transition Date. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information
set forth under this Item 7.01 and the attached exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall
be expressly set forth by specific reference in any such filing.
Forward-Looking Statements
This Current
Report on Form 8-K includes “forward-looking statements” within the meaning of such term under the Private Securities Litigation
Reform Act of 1995. These statements are subject to many risks and uncertainties, including changes in business plans and other risks
detailed from time to time in filings made by the Company with the SEC. Readers should note that the forward-looking statements included
herein are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking
statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “will,”
“propose,” “may,” “plan,” “seek,” “expect,” “intend,” “estimate,”
“anticipate,” “believe,” or “continue,” or similar terminology. Any forward-looking statements presented
herein are made only as of the date of this document, and we do not undertake any obligation to update or revise any forward-looking statements
to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release of Midland States Bancorp, Inc., dated November 6, 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 6, 2025 |
Midland States Bancorp, Inc. |
| |
|
|
|
By: |
/s/ Nathan Sturycz |
| |
|
Nathan Sturycz |
| |
|
General Counsel |
