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

Rhea-AI Filing Summary

Midland States Bancorp (MSBI) reported an insider transaction by its President & CEO and Director. On 11/03/2025, he acquired 38,410 shares of common stock at $14.64 through a restricted stock award with a four-year, 25% annual vesting schedule.

Following the transaction, he beneficially owned 399,659.432 shares directly, with an additional 11,569 shares held indirectly through JQ Properties.

Outstanding derivative holdings include stock options for 16,800 shares at an exercise price of $23 expiring on 11/03/2025, 8,383 shares at $28.59 expiring on 11/16/2026, and 52,291 shares at $28.43 expiring on 10/31/2032.

Insights

Corporate governance analyst

Routine equity grant and ownership update; neutral impact.

The filing lists a restricted stock award of 38,410 shares at $14.64 with a four-year, 25% vesting schedule. After this grant, direct beneficial ownership stands at 399,659.432 shares, with 11,569 shares held indirectly via JQ Properties.

It also enumerates outstanding options: 16,800 at $23 expiring 11/03/2025, 8,383 at $28.59 expiring 11/16/2026, and 52,291 at $28.43 expiring 10/31/2032. These are standard compensation elements and do not, by themselves, change the investment thesis.

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^*

Ludwig Jeffrey G.

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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(1)	11/03/2025		A		38,410	A	$14.64	399,659.432	D
Common Stock								11,569(2)	I	JQ Properties

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
Option (right to buy)	$23							(3)	11/03/2025	Common Stock	16,800		16,800	D
Option (right to buy)	$28.59							(4)	11/16/2026	Common Stock	8,383		8,383	D
Option (right to buy)	$28.43							(5)	10/31/2032	Common Stock	52,291		52,291	D

Explanation of Responses:

1. RSA with 4yr - 25% vesting schedule

2. 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

3. These options vest in four equal annual installments beginning one year after the 11/03/2015 date of grant.

4. These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.

5. These options vest in four equal annual installments beginning one year after the 10/31/2022 date of grant.

Remarks:

	/s/Ludwig Jeffrey G	11/03/2025
	/s/Nathan D. Sturycz, attorney-in-fact	11/03/2025
	** 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

What did MSBI's CEO report on the latest Form 4?

He acquired 38,410 common shares at $14.64 on 11/03/2025 via a restricted stock award with a four-year, 25% vesting schedule.

How many MSBI shares does the reporting person beneficially own after the transaction?

Direct beneficial ownership is 399,659.432 shares, plus 11,569 shares held indirectly through JQ Properties.

What derivative securities are listed for the MSBI reporting person?

Stock options for 16,800 shares at $23 (exp. 11/03/2025), 8,383 at $28.59 (exp. 11/16/2026), and 52,291 at $28.43 (exp. 10/31/2032).

What roles does the MSBI reporting person hold?

He is a Director and serves as President & CEO.

Was this a sale or an acquisition of MSBI shares?

It was an acquisition of 38,410 common shares recorded with transaction code A.

What is the vesting detail for the new MSBI award?

The restricted stock award vests over four years at 25% per year.