Midland States Bancorp CFO reports RSA grant and tax withholdings

Rhea-AI Filing Summary

Midland States Bancorp (MSBI) reported insider activity by its Chief Financial Officer on a Form 4. The filing shows share withholdings to cover taxes of 294 shares on 10/31/2025 and 472 shares on 11/01/2025, each at $14.64 (transaction code F). On 11/03/2025, the CFO acquired 14,940 shares of common stock (transaction code A) noted as an RSA with a four-year, 25% annual vesting schedule. Following these transactions, the CFO directly owned 43,333 common shares. The filing also lists options for 19,173 shares at a $28.43 exercise price, expiring 10/31/2032, vesting in four equal annual installments beginning one year after 10/31/2022.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lemke Eric

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,940	$14.64	$219K
Tax Withholding	Common Stock	472	$14.64	$7K
Tax Withholding	Common Stock	294	$14.64	$4K
holding	Option (right to buy)	--	--	--

Holdings After Transaction: Common Stock — 43,333 shares (Direct); Option (right to buy) — 19,173 shares (Direct)

Footnotes (1)

1. RSA with 4yr - 25% vesting schedule These options vest in four equal annual installments beginning one year after the 10/31/2022 date of grant.

Form 4 Insider Transactions: What Each Field Means →

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^*

Lemke Eric

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

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	10/31/2025		F		294	D	$14.64	28,865	D
Common Stock	11/01/2025		F		472	D	$14.64	28,393	D
Common Stock(1)	11/03/2025		A		14,940	A	$14.64	43,333	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							(2)	10/31/2032	Common Stock	19,173		19,173	D

Explanation of Responses:

1. RSA with 4yr - 25% vesting schedule

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

Remarks:

	/s/Lemke Eric	11/04/2025
	/s/Nathan D. Sturycz, attorney-in-fact	11/04/2025
	** 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 insider transactions did MSBI’s CFO report on Form 4?

The CFO reported tax withholdings of 294 shares on 10/31/2025 and 472 shares on 11/01/2025 at $14.64, and acquired 14,940 shares on 11/03/2025.

What is the nature of the 14,940 shares acquired by MSBI’s CFO?

They are identified as an RSA with a four-year, 25% annual vesting schedule.

What is the CFO’s common stock ownership after these transactions?

Direct beneficial ownership is 43,333 common shares.

What derivative securities are reported?

Options for 19,173 shares with a $28.43 exercise price, expiring on 10/31/2032, vesting in four equal annual installments beginning one year after 10/31/2022.

What were the transaction codes used in the filing?

Code F for share withholdings to cover taxes and code A for the RSA share acquisition.

What is the reporting person’s role at MSBI?

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