Midland States (MSBI) Director Sells Shares, Gains RSUs and DDCP Equivalents
Rhea-AI Filing Summary
Richard Dean Bingham, a director of Midland States Bancorp (MSBI), reported multiple transactions dated 09/30/2025. The filing shows a disposition of 22,700 shares of common stock and a disposition of 4,000 IRA Series A preferred depositary shares. The report also records indirect holdings of common stock through the Directors Deferred Compensation Plan (DDCP) totaling 42,554 and 1,000 common stock equivalents (disclaimed except for pecuniary interest). On the same date the reporting person acquired common share equivalents and restricted stock units: 541.3798 common share equivalents at an economic value reflected by $17.35, 918.903 common share equivalents at $17.14, and 9,879.106 restricted stock units (each RSU converts to one common share). The DDCP holdings are payable upon termination of director service. The form is signed 10/01/2025.
Positive
- Use of DDCP and RSUs increases alignment of director compensation with shareholder value by converting awards into common-equivalent units payable on termination.
- Detailed explanatory notes clarify nature of holdings and disclaimers, improving transparency of the report.
Negative
- Disposition of 22,700 common shares and 4,000 preferred depositary shares reduces the director’s immediate share ownership in the company.
- Significant portion of reported holdings are indirect or deferred, which may limit immediate insider alignment compared with outright share ownership.
Insights
TL;DR: Director sold common and preferred shares while increasing deferred compensation exposure via common share equivalents and RSUs.
The filing indicates a net shift in the reporting person's exposure: an outright disposition of 22,700 common shares and 4,000 preferred depositary shares contrasted with acquisitions of director deferred compensation instruments and restricted stock units totaling approximately 11,339 common-equivalent units (541.3798 + 918.903 + 9,879.106 equals reported instruments but note the RSU figure dominates). These deferred instruments are governed by the DDCP and are economic equivalents payable on termination of service, not immediate share issuances. For investors, this is a routine director-level reallocation between liquid holdings and deferred, compensation-linked equity exposure; it does not indicate a change to company operations or financials.
TL;DR: Transactions reflect compensation plan mechanics rather than unusual insider trading behavior.
The report’s explanatory notes clarify that certain reported amounts are common share equivalents under the Directors Deferred Compensation Plan and that the reporting person disclaims beneficial ownership except for pecuniary interest. The combination of dividend reinvestment into DDCP and conversion/deferral of long-term incentive awards into common-equivalent units is consistent with standard director compensation practices. Signatures dated 10/01/2025 and the explicit disclaimers align with typical Section 16 reporting; there is no disclosure here of accelerated vesting, pledging, or external transfers that would raise governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Share Equivalent | 541.38 | $17.35 | $9K |
| Grant/Award | Common Share Equivalent | 918.903 | $17.14 | $16K |
| holding | Restricted Stock Unit | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Series A Preferred Depositary Shares | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- 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 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 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. 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.
