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

Rhea-AI Filing Summary

Jeffrey C. Smith, a director of Midland States Bancorp, Inc. (MSBI), reported changes in beneficial ownership on Form 4 dated 10/01/2025. The filing shows a disposition of 33,609 shares of common stock on 09/30/2025. The report also records acquisitions of 415.694 and 369.1182 common share equivalents (from dividend reinvestment) and 13,126.306 restricted stock units converted to common share equivalents, with the restricted stock units described as contingent rights to receive one share per unit under the 2019 Long-Term Incentive Plan and deferred under the DDCP.

Positive

• Continued ownership: Reporting person retains 13,126.306 restricted stock unit equivalents, preserving long-term alignment with shareholders
• Dividend reinvestment vested: 415.694 and 369.1182 common share equivalents from dividend reinvestment fully vested on the transaction date

Negative

• Outright disposition: Director sold 33,609 shares on 09/30/2025, an actionable insider sale disclosed on Form 4

Insights

Corporate Governance Expert

TL;DR: Director reported a meaningful share disposition while retaining sizable deferred equity positions.

The Form 4 shows a single reporting person, Director Jeffrey C. Smith, selling 33,609 shares on 09/30/2025 while holding deferred equity via restricted stock units and reinvested dividend share equivalents. This combination indicates active portfolio adjustments rather than a full exit: the director maintains economic exposure through 13,126.306 RSU equivalents and dividend-reinvestment equivalents that vested on the transaction date. For governance review, the key point is disclosure clarity and timing relative to any blackout or trading policy; the filing presents the required transactional detail.

Securities Analyst

TL;DR: Insider sale of 33,609 shares is disclosed alongside continued deferred equity ownership; impact appears limited absent other signals.

The disposition of 33,609 shares is the only outright sale listed; simultaneous crediting of 415.694 and 369.1182 common share equivalents and 13,126.306 RSU equivalents reflects routine dividend reinvestment and vesting under the DDCP and LTIP. Without price context beyond the per-unit prices shown for the equivalents ($17.14 and $17.35) or proportional stake relative to total outstanding shares, this filing alone does not demonstrate a material change in control or stewardship but is relevant for monitoring insider activity.

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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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^*

Smith Jeffrey C.

(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)
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								33,609	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		415.694		(1)	(1)	Common Stock	415.694	$17.14(2)	7,302.13	D
Common Share Equivalent	(1)	09/30/2025		A		369.1182		(1)	(1)	Common Stock	369.1182	$17.35(3)	7,671.2482	D
Restricted Stock Unit	(1)							(1)	(1)	Common Stock	13,126.306		13,126.306	D

Explanation of Responses:

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

2. 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.

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/Smith Jeffrey C	10/01/2025
	/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 did MSBI director Jeffrey C. Smith report on the Form 4?

The director reported a disposition of 33,609 common shares on 09/30/2025 and receipt of 415.694 and 369.1182 common share equivalents plus 13,126.306 RSU equivalents.

Were any restricted stock units (RSUs) reported in the MSBI Form 4?

Yes. The filing records 13,126.306 restricted stock unit equivalents acquired under the 2019 Long-Term Incentive Plan and deferred under the DDCP.

Did any dividend reinvestments occur according to the Form 4?

Yes. The report shows reinvestment of dividends resulting in 415.694 and 369.1182 common share equivalents that fully vested on the transaction date.

What price information is provided in the Form 4?

The filing lists per-unit amounts for the common share equivalents of $17.14 and $17.35 associated with the reported acquisitions.

Who signed the Form 4 for the reporting person?

The filing is signed by Jeffrey C. Smith and also executed by Nathan D. Sturycz, attorney-in-fact on 10/01/2025.