[Form 4] Midland States Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Hershey Company (HSY) – Form 144 filing discloses that affiliate filer Michele G. Buck intends to sell up to 19,290 common shares of Hershey on or about 01 July 2025 through Fidelity Brokerage Services on the NYSE. Based on the filing’s stated aggregate market value of $3,375,750, the implied reference price is about $175/share.

The shares originate from an option granted 01 Mar 2017 and exercised on the planned sale date. Hershey had 147,990,276 shares outstanding, so the proposed sale represents roughly 0.013 % of total shares.

The filing also notes that the same seller disposed of 31,210 shares on 30 May 2025 for gross proceeds of $5,018,568. Combining the completed and proposed transactions, the filer will have sold about 50,500 shares (~0.034 % of shares outstanding) within a three-month window, generating proceeds of roughly $8.4 million.

No information is provided on whether the trades are executed under a Rule 10b5-1 trading plan or whether any additional shares remain subject to option exercises. The Form 144 includes the customary representation that the seller possesses no undisclosed material adverse information.

Positive

• Minimal dilution/supply impact: proposed sale represents just 0.013 % of shares outstanding, unlikely to influence trading liquidity or price discovery.

Negative

• Continued insider selling: filer sold 31,210 shares in May and plans to sell another 19,290 shares, totalling ~$8.4 m in three months.
• No 10b5-1 disclosure: the filing leaves the trading-plan field blank, offering limited reassurance that sales are pre-programmed rather than opportunistic.

Insights

Corporate Governance Expert

TL;DR Insider plans $3.4 m sale after $5 m prior sale; small percentage, modest negative signal.

Form 144 signals continued equity monetisation by an affiliate. The proposed 19,290-share sale follows a 31,210-share sale one month earlier, bringing the three-month total to ~50.5 k shares. Relative to Hershey’s 148 m shares outstanding, dilution or supply impact is immaterial. However, serial sales can raise governance questions about insider sentiment—especially without a disclosed 10b5-1 plan date. Historically, clustered insider sales sometimes precede periods of softer relative performance, though causality is weak. Investors may view the activity as routine option exercise diversification, but the timing and cumulative dollar amount (≈ $8.4 m) warrant attention.

Portfolio Manager

TL;DR Size trivial to float; signals limited but worth monitoring for pattern.

The sale equals ~0.013 % of shares and will not affect liquidity or free float. Valuation impact should be negligible. Still, multiple insider disposals in short succession can cap near-term sentiment, especially if Hershey is trading near highs. I would not alter position sizing solely on this filing but will watch for additional Form 4 or 144 submissions to assess whether a broader insider-selling trend emerges.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carlson Gerald Joseph

(Last) (First) (Middle)

7281 GREENWAY AVE.

(Street)

ST. LOUIS MO 63130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Midland States Bancorp, Inc. [ MSBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Share Equivalent	(1)	06/30/2025		A		87.333		(3)	(3)	Common Stock	87.333	$17.88(2)	5,124.466	D
Common Share Equivalent	(1)	06/30/2025		A		3,464.203		(3)	(3)	Common Stock	3,464.203	$17.32(1)	8,588.669	D

Explanation of Responses:

1. Represents restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan and deferred under the DDCP as of the date of this form. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Vested shares will be delivered to the reporting person based on the terms of the DDCP and the reporting persons distribution elections thereunder.

2. Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares. Common share equivalents received for dividend reinvestments fully vested on the transaction date listed above and become payable upon termination of service as a director.

3. Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form. Each common share equivalent is the economic equivalent of one share of common stock. Common stock equivalents become payable upon the reporting persons termination of service as a director.

Remarks:

	/s/Gerald Carlson	07/01/2025
	/s/Nathan D. Sturycz, attorney-in-fact	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Hershey (HSY) shares does the Form 144 cover?

The notice covers 19,290 common shares to be sold.

What is the dollar value of the proposed HSY share sale?

The aggregate market value stated is $3,375,750.

When will the HSY shares be sold according to the filing?

The approximate sale date listed is 01 July 2025.

Has the filer sold HSY shares recently?

Yes. On 30 May 2025, the filer sold 31,210 shares for $5,018,568.

What percentage of Hershey’s outstanding shares does the planned sale represent?

Approximately 0.013 % of the company’s 147,990,276 shares outstanding.