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

Rhea-AI Filing Summary

Midland States Bancorp, Inc. (MSBI) – Form 4 filed 1 Jul 2025

Director Robert F. Schultz reported multiple equity awards dated 30 Jun 2025:

• 2,598 shares of common stock acquired at a reference price of $17.32 under the annual director stock award (Transaction Code A).
• Acquisition of 1,897.904 and 9.815 common-share equivalents through the Directors Deferred Compensation Plan (DDCP) via dividend reinvestment at $17.88 and $17.32, respectively.
• Grant of 9,146 restricted stock units (RSUs); each unit represents one common share payable after the director leaves the board.

Post-transaction ownership

• Direct common stock: 34,715 shares.
• Indirect holdings: 30,153 shares (Red Bird Investors LLC), 37,845.688 shares (Summit Investors LLP), 200,030 shares (J.M. Schultz Investment LLC).
• Derivative/common-share equivalents: 102,226.8371.

The filing reflects routine equity compensation and dividend reinvestment rather than open-market buying or selling. Aggregate value of the newly acquired non-derivative shares is roughly $45 thousand, a small fraction of MSBI’s market capitalization, suggesting limited impact on the investment thesis.

Positive

• Director Robert F. Schultz increased his direct MSBI share count by 2,598 shares through an annual stock award, signalling continued alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR – Modest insider award, neutral impact

The director’s 2,598-share grant and DDCP accruals marginally increase insider ownership but stem from routine board compensation, not discretionary market purchases. Total direct holdings now stand at 34.7 k shares, with extensive indirect stakes through investment entities. Given MSBI’s ~24 million shares outstanding, the added equity (<0.02 %) is immaterial to supply/demand dynamics. However, the absence of sales supports a stable insider sentiment backdrop. Overall, the disclosure is governance-routine and does not alter valuation assumptions or risk profile.

Corporate Governance Specialist

TL;DR – Standard board compensation disclosure

The Form 4 confirms Midland’s adherence to timely Section 16 reporting and clarifies that stock equivalents vest immediately but are settled post-service, aligning director incentives with long-term shareholder interests. No red flags emerge: transactions use code A, indicating awards, and footnotes properly disclaim indirect holdings. Impact on governance perception is neutral; it signals procedural compliance rather than strategic change.

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
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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^*

Schultz Robert F.

(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	34,715(2)	D
Common Stock								30,153(3)	I	Red Bird Investors, LLC
Common Stock								37,845.688(3)	I	Summit Investors, LLP
Common stock								200,030(3)	I	J.M. Schultz Investment, LLC

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		1,897.904		(4)	(4)	Common Stock	1,897.904	$17.88(5)	102,217.0221	D
Common Share Equivalent	(4)	06/30/2025		A		9.815		(4)	(4)	Common Stock	9.815	$17.32(6)	102,226.8371	D
Restricted Stock Unit	(4)							(4)	(4)	Common Stock	9,146		9,146	D

Explanation of Responses:

1. Annual Director Stock Award with immediate vesting schedule.

2. Includes holdings through a self-directed IRA or revocable grantor trust

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.

6. 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/Schultz Robert F	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 Midland States Bancorp (MSBI) shares did Director Robert F. Schultz acquire on 30 Jun 2025?

He received 2,598 common shares as part of the annual director stock award.

What is Robert F. Schultz’s total direct ownership in MSBI after the reported transaction?

Following the award, his direct holdings total 34,715 shares of common stock.

Were the shares purchased on the open market?

No. The Form 4 lists Transaction Code A, indicating an equity award, not an open-market purchase.

What derivative or deferred units does the director hold?

He now holds 102,226.8371 common-share equivalents under the Directors Deferred Compensation Plan.

How significant is the insider’s acquisition relative to MSBI’s share count?

The 2,598-share award represents less than 0.02 % of MSBI’s roughly 24 million outstanding shares, implying minimal market impact.

When will the restricted stock units granted to the director vest or become payable?

The 9,146 RSUs are payable upon termination of service as a director, per the filing footnotes.