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Midland States Bancorp (MSBI) Form 4: Director Increases Holdings to 8,490.321 Shares

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

Rhea-AI Filing Summary

Travis Franklin, a director of Midland States Bancorp (MSBI), reported share-related transactions dated 09/30/2025. The Form 4 shows two acquisitions of common share equivalents: 700.117 and 141.079 units, both recorded as acquisitions. These common share equivalents are held under the Directors Deferred Compensation Plan (DDCP) and represent the economic equivalent of one share of common stock, payable upon termination of director service. The filing also notes restricted stock units acquired under the 2019 Long-Term Incentive Plan that were deferred into the DDCP, and that some common share equivalents were received via dividend reinvestment and fully vested on the transaction date. The reporting person’s total beneficial ownership following the reported transactions is stated as 8,490.321 shares, held directly.

Positive

  • Increased insider alignment: Reporting person acquired additional common share equivalents (700.117 and 141.079) under the DDCP, raising reported beneficial ownership to 8,490.321 shares.
  • Vesting and dividend reinvestment: Some common share equivalents from dividend reinvestment fully vested on the transaction date, clarifying the director's economic interest.
  • Use of long-term compensation: Restricted stock units from the 2019 Long-Term Incentive Plan were deferred into the DDCP, indicating retention via long-term incentives.

Negative

  • None.

Insights

TL;DR: Director Travis Franklin acquired additional vested common share equivalents under compensation plans, raising reported beneficial ownership to 8,490.321 shares.

This Form 4 documents routine, non-market purchases/accretions tied to director compensation arrangements rather than open-market trading. The transactions on 09/30/2025 list acquisitions of 700.117 and 141.079 common share equivalents under the Directors Deferred Compensation Plan and deferred restricted stock units from the 2019 Long-Term Incentive Plan. Dividend reinvestments are explicitly noted as fully vested on the transaction date. For investors, this is a governance/compensation disclosure showing increased insider economic exposure but not an active cash purchase from the market or a change in control or strategy.

TL;DR: The filing reflects compensation plan mechanics and vesting events, a routine disclosure with limited immediate market impact.

The report clarifies that common share equivalents are payable upon termination of director service and that some units stem from deferred restricted stock units and dividend reinvestment. These are administrative, plan-driven events that document vesting and reinvestment activity rather than discretionary trading. Such disclosures are important for transparency on insider holdings and potential future dilution, but the Form 4 does not indicate any unusual or material corporate governance actions.

Insider Franklin Travis
Role Director
Type Security Shares Price Value
Grant/Award Common Share Equivalent 700.117 $17.14 $12K
Grant/Award Common Share Equivalent 141.079 $17.35 $2K
Holdings After Transaction: Common Share Equivalent — 8,349.242 shares (Direct)
Footnotes (1)
  1. 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 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. Each common stock equivalent is the economic equivalent of one share of common stock. 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*
Franklin Travis

(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
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) $22.65 09/30/2025 A 700.117 (1) (3) Common Stock 700.117 $17.14(2) 8,349.242 D
Common Share Equivalent(1) $22.65 09/30/2025 A 141.079 (1) (3) Common Stock 141.079 $17.35(4) 8,490.321 D
Explanation of Responses:
1. 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.
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. Each common stock equivalent is the economic equivalent of one share of common stock.
4. 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/TRAVIS FRANKLIN 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 transactions did Travis Franklin report on Form 4 for MSBI?

He reported acquisitions on 09/30/2025 of 700.117 and 141.079 common share equivalents under the DDCP and deferred restricted stock units.

How many shares does the Form 4 say Travis Franklin beneficially owned after the transactions?

The filing reports total beneficial ownership of 8,490.321 shares following the reported transactions.

Are the acquired units traditional shares or something else?

They are common share equivalents and restricted stock units; each common share equivalent is the economic equivalent of one share and payable upon termination of director service.

Did the Form 4 disclose any open-market purchases or sales?

No. The Form 4 records acquisitions tied to the Directors Deferred Compensation Plan, restricted stock unit deferral, and dividend reinvestment; it does not show open-market trades.

What plans are referenced in the Form 4?

The filing references the Directors Deferred Compensation Plan (DDCP) and the 2019 Long-Term Incentive Plan.