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

Rhea-AI Filing Summary

Eureka Acquisition Corp (EURKU) has filed a Form 8-K/DEFA14A to amend and supplement its June 3, 2025 definitive proxy statement ahead of the June 30, 2025 Extraordinary General Meeting.

The core change relates to the Charter Amendment Proposal, which would:

• Extend the deadline to complete a business combination from July 3, 2025, to as late as July 3, 2026, via up to 12 one-month extensions.
• Require the sponsor to deposit a Revised Monthly Extension Fee of US $150,000 into the SPAC’s trust account for each monthly extension—substantially higher than the originally proposed fee (lesser of US $60,000 total or US $0.03 per remaining public share).
• Mandate the filing of a Form 8-K after each deposit and provide a 30-day “Cure Period” if any monthly payment is missed; failure to cure triggers an immediate wind-up and liquidation.
• Prohibit the withdrawal of trust interest to pay dissolution expenses, preserving cash for redemptions.

No other meeting logistics, record date or additional proposals have changed. A press release (Exhibit 99.1) announcing these revisions was issued on June 25, 2025.

Investor implications: the larger fixed monthly contribution strengthens redemption value and may signal sponsor commitment, but also highlights that a suitable business-combination target has not yet been secured. Shareholders will vote on the revised terms on June 30. Failure to approve the Charter Amendment could force liquidation on July 3, 2025 under existing charter terms.

Positive

• Fixed US$150,000 monthly extension fee materially increases cash safeguarding shareholder redemptions versus the prior $60k cap.
• Mandatory 8-K disclosure and 30-day cure period enhance transparency and enforce timely sponsor funding.
• Restriction on withdrawing trust interest preserves maximum capital for shareholders in event of liquidation.

Negative

• Lack of identified business-combination target necessitating extensions highlights execution risk.
• Potential dilution if additional sponsor funding or a future deal structure issues more shares or rights.

Insights

SPAC Analyst

TL;DR: Higher US$150k monthly fee boosts trust value but underscores deal-search delay; impact modestly positive for public holders.

The sponsor’s agreement to inject $150,000 per month—versus a variable $60k cap—meaningfully increases cash backing per share during any extension period. That reduces redemption-risk for investors and demonstrates stronger sponsor alignment. The 30-day cure mechanism and prohibition on interest withdrawals add further safeguards. Nonetheless, the amendment confirms that no definitive target is ready with only days remaining before the initial deadline, prolonging execution uncertainty and potential dilution should a deal eventually emerge. Overall, the proposal is slightly accretive to per-share NAV protection but neutral to long-term valuation until a business combination is announced.

Corporate Governance Expert

TL;DR: Governance tweaks strengthen minority protection, but liquidation trigger remains contingent on sponsor discipline.

From a governance standpoint, the fixed cash commitment, public disclosure of each payment, and automatic wind-up if payments lapse materially enhance accountability. Investors gain clearer visibility into sponsor performance, and the ban on using trust interest for wind-down expenses preserves funds for redemption. However, extending up to 12 months without requiring interim shareholder approval beyond the initial vote maintains sponsor flexibility at the cost of extended deal uncertainty. Impact is incrementally positive for governance transparency but does not eliminate execution risk.

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^*

Ramos Richard T

(Last) (First) (Middle)

1201 NETWORK CENTRE DR.

(Street)

EFFINGHAM IL 62401

(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
Common Stock	06/30/2025		A		2,598	A(1)	$17.32	20,103(2)	D
Common Stock								500(3)	I	By Daughter
Common Stock								500(3)	I	By Son

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	(4)	06/30/2025		A		830.712		(4)	(4)	Common Stock	830.712	$17.88(5)	43,753.1426	D
Restricted Stock Unit	(4)							(4)	(4)	Common Stock	4,990		4,990	D

Explanation of Responses:

1. Annual Director Stock Award with immediate vesting schedule.

2. Jointly owned with spouse.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

4. Each common stock equivalent is the economic equivalent of one share of common stock.

5. 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.

Remarks:

	/s/Ramos Richard T	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

When will Eureka Acquisition Corp (EURKU) shareholders vote on the Charter Amendment Proposal?

June 30, 2025 at 9:00 a.m. ET at Robinson & Cole LLP in New York and via teleconference.

How much will be deposited into the trust for each monthly extension if the proposal passes?

The sponsor will contribute a fixed US$150,000 per month for up to 12 months.

What happens if Eureka fails to make a monthly deposit on time?

The company has a 30-day Cure Period; failure to cure triggers immediate wind-up and liquidation.

Does the amendment change the business-combination deadline if shareholders reject it?

No. Without approval, Eureka must still close a deal by July 3, 2025 or liquidate.

Can trust interest be used to pay dissolution expenses under the revised terms?

No. The company is expressly prohibited from withdrawing trust interest for dissolution costs.

Where can investors obtain the updated proxy materials?

They are available on the SEC’s EDGAR site (www.sec.gov) or through Advantage Proxy, Inc. at (877) 870-8565.