Midland States Bancorp CAO files Form 4 for F-code transactions

Rhea-AI Filing Summary

Midland States Bancorp (MSBI) Chief Accounting Officer filed a Form 4 reporting tax-withholding transactions coded “F.” The filings show withholdings of 164 shares at $15.97 on 11/06/2025 and 140 shares at $16.01 on 11/07/2025.

After these transactions, the officer beneficially owns 9,082 shares of common stock and 1,600 Series A Preferred Depositary Shares. Derivative holdings include options for 5,198 shares at $28.43 expiring 10/31/2032 and 1,403 shares at $28.59 expiring 11/16/2026, each vesting in four equal annual installments per the noted schedules.

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

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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^*

Spring Donald J.

(Last) (First) (Middle)

1201 NETWORK CENTRE DRIVE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

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	11/06/2025		F		164	D	$15.97	9,222	D
Common Stock	11/07/2025		F		140	D	$16.01	9,082	D
Series A Preferred Depositary Shares								1,600	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
Option (right to buy)	$28.43							(1)	10/31/2032	Common Stock	5,198		5,198	D
Option (right to buy)	$28.59							(2)	11/16/2026	Common Stock	1,403		1,403	D

Explanation of Responses:

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

2. These options vest in four equal annual installments beginning one year after the date of grant.

Remarks:

	/s/Spring Donald J	11/10/2025
	/s/Nathan D. Sturycz, attorney-in-fact	11/10/2025
	** 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 officer report on Form 4?

Two Rule 10b5-1 eligible, F-coded tax withholdings: 164 shares at $15.97 on 11/06/2025 and 140 shares at $16.01 on 11/07/2025.

How many MSBI common shares does the officer now own?

The filing shows 9,082 common shares beneficially owned following the reported transactions.

Does the officer hold any preferred shares of MSBI?

Yes. The filing lists 1,600 Series A Preferred Depositary Shares beneficially owned.

What stock options are reported in the filing?

Options for 5,198 shares at $28.43 expiring 10/31/2032 and 1,403 shares at $28.59 expiring 11/16/2026.

How do the reported options vest?

Each option grant vests in four equal annual installments beginning one year after the grant date, as stated in the notes.

What is the reporting person’s role at MSBI?

The reporting person is an Officer, serving as Chief Accounting Officer.