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Midland States (MSBI) Director Files Form 4: RSUs Granted, 4,000-Share Sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gerald Carlson, a director of Midland States Bancorp (MSBI), reported transactions affecting his holdings. The form shows a disposition of 4,000 shares of common stock on 09/30/2025. On the same date he acquired restricted stock units and common share equivalents through the company plans: 875.146 RSU-based common share equivalents at an implicit $17.14 price and 158.4075 common share equivalents at $17.35 received via dividend reinvestment. After these transactions, the filing reports a total beneficial ownership of 9,622.2225 common share equivalents held directly. The entries note that RSUs were granted under the 2019 Long-Term Incentive Plan and deferred under the Directors Deferred Compensation Plan, with payout contingent on vesting and termination terms.

Positive

  • Director received restricted stock units under the 2019 Long-Term Incentive Plan, aligning interests with shareholders
  • Dividend reinvestment

Negative

  • Disposition of 4,000 common shares reported on 09/30/2025, reducing direct shareholdings

Insights

TL;DR: Director reported routine plan-based awards and a 4,000-share disposition; holdings remain in deferred compensation vehicles.

The filing documents plan-driven activity rather than an open-market strategic trade. The director disposed of 4,000 common shares while receiving restricted stock units and common share equivalents under the 2019 Long-Term Incentive Plan and the Directors Deferred Compensation Plan. The acquired common share equivalents include dividend reinvestment amounts that vested immediately. Because the instruments are deferred and payable per plan terms upon termination or distribution elections, control and timing of economic exposure remain governed by plan rules rather than immediate stock sale motivations. This appears to be a routine director compensation and deferral update.

TL;DR: Transaction mix is compensatory and administrative; not clearly material to investors' view of equity structure.

The Form 4 lists a 4,000-share disposition and additions of 875.146 and 158.4075 common share equivalents. The net reported beneficial ownership after transactions is 9,622.2225 shares or equivalents. These entries reflect compensation vesting and dividend reinvestment mechanics rather than market purchases driving a directional stake change. There is no disclosure of a change in voting control or a large, material shift relative to the company’s outstanding shares in this filing.

Insider Carlson Gerald Joseph
Role Director
Type Security Shares Price Value
Grant/Award Common Share Equivalent 875.146 $17.14 $15K
Grant/Award Common Share Equivalent 158.408 $17.35 $3K
holding Common Stock -- -- --
Holdings After Transaction: Common Share Equivalent — 9,463.815 shares (Direct); Common Stock — 4,000 shares (Direct)
Footnotes (1)
  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. 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. 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.
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).
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)
09/30/2025
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 4,000 D
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) 09/30/2025 A 875.146 (2) (2) Common Stock 875.146 $17.14(1) 9,463.815 D
Common Share Equivalent (1) 09/30/2025 A 158.4075 (2) (2) Common Stock 158.4075 $17.35(3) 9,622.2225 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 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.
3. 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/Gerald Carlson 10/02/2025
/s/Nathan D. Sturycz, attorney-in-fact 10/01/2025
** 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

What transactions did Gerald Carlson report on Form 4 for MSBI?

He reported a disposition of 4,000 common shares on 09/30/2025 and acquisitions of 875.146 and 158.4075 common share equivalents under company plans.

How many total shares or equivalents does Carlson beneficially own after the reported transactions?

The filing reports 9,622.2225 common share equivalents beneficially owned following the transactions.

Were the acquired shares part of compensation plans for MSBI directors?

Yes. The RSUs were granted under the 2019 Long-Term Incentive Plan and deferred under the Directors Deferred Compensation Plan; some equivalents came from dividend reinvestment.

Do the common share equivalents become immediately payable?

Common share equivalents held in the Directors Deferred Compensation Plan become payable upon the director's termination of service per the plan terms.

Did any dividend reinvestment shares vest immediately?

Yes. The 158.4075 common share equivalents received via dividend reinvestment fully vested on the transaction date.