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

Rhea-AI Filing Summary

Midland States Bancorp, Inc. (MSBI) – Form 4 filing dated 07/01/2025 details a modest insider purchase by President & CEO Jeffrey G. Ludwig.

• On 06/30/2025, Ludwig acquired 1,615 common shares through the company’s Employee Stock Purchase Plan (ESPP) at an effective price of $15.48 per share, a 10 % discount to the lower of the quarter’s opening or closing market price.
• Post-transaction, the CEO directly owns 361,249.432 shares and indirectly controls an additional 11,569 shares via JQ Properties.
• No dispositions were reported; the filing also lists previously granted stock options totaling 89,264 options with strike prices ranging from $18.16 to $28.59, all held directly.

The purchase increases Ludwig’s direct ownership by less than 0.5 %, signaling continued participation in the ESPP rather than an opportunistic open-market buy. While insider buying by the CEO is typically viewed positively, the small size and routine nature limit its material impact.

Positive

• CEO insider purchase: Jeffrey G. Ludwig bought 1,615 shares, indicating continued personal investment in MSBI stock.
• No insider sales: The filing shows only acquisitions, reinforcing a net-accumulation posture by top management.

Negative

• Immaterial size: The 1,615-share purchase increases the CEO’s stake by less than 0.5 %, limiting its signaling power.
• Routine ESPP acquisition: Shares were obtained via the employee plan at a preset discount, not through discretionary open-market buying.

Insights

Financial Analyst

TL;DR:

CEO adds 1,615 shares via ESPP—incremental bullish signal but immaterial to overall stake and valuation.

Ludwig’s purchase, valued at roughly $25k, represents routine quarterly ESPP activity and raises direct ownership to ~361k shares. Insider buy transactions—especially by a CEO—generally imply confidence, yet the fractional size (≈0.45 % increase) offers limited predictive power for MSBI’s share price. No sells were disclosed, maintaining a net accumulation stance. Investors may view the filing as a mild positive confirming management alignment, but it does not materially alter earnings outlook, capital strategy, or risk profile.

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).

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^*

Ludwig Jeffrey G.

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		1,615	A	$15.48(1)	361,249.432	D
Common Stock								11,569(2)	I	JQ Properties

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)	$18.16							(3)	12/06/2020	Common Stock	11,790		11,790	D
Option (right to buy)	$23							(4)	11/03/2025	Common Stock	16,800		16,800	D
Option (right to buy)	$28.59							(5)	11/16/2026	Common Stock	8,383		8,383	D
Option (right to buy)	$28.43							(6)	10/31/2032	Common Stock	52,291		52,291	D

Explanation of Responses:

1. Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer (ESPP). for the calendar quarter. Pursuant to the ESPP, the price used for each quarterly purchase is the lower of 90% of the fair market of the Issuers shares on the first day of the calendar quarter or the closing price of the shares on the last day of the quarter.

2. 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

3. These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.

4. These options vest in four equal annual installments beginning one year after the 11/03/2015 date of grant.

5. These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.

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

Remarks:

	/s/Ludwig Jeffrey G	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 MSBI shares did CEO Jeffrey Ludwig buy on 06/30/2025?

He acquired 1,615 common shares through Midland States Bancorp’s ESPP.

At what price were the MSBI shares purchased under the ESPP?

The effective purchase price was $15.48 per share, reflecting the ESPP’s 10 % discount mechanism.

What is Jeffrey Ludwig’s total direct MSBI share ownership after the transaction?

Following the purchase, he directly holds 361,249.432 shares.

Did the CEO of Midland States Bancorp sell any shares in this Form 4?

No. The filing reports no dispositions; only an acquisition was recorded.

How many stock options does the CEO currently hold?

The Form 4 lists 89,264 options with strike prices ranging from $18.16 to $28.59, all held directly.