Form 4: Midland States Bancorp CFO Boosts Stake

Midland States Bancorp's Chief Financial Officer, Eric Lemke, increased his direct beneficial ownership of common stock through a restricted stock award.

Summary

• Chief Financial Officer Eric Lemke acquired 14,940 shares of Midland States Bancorp, Inc. common stock on November 3, 2025, at a price of $14.64 per share, as part of a Restricted Stock Award (RSA) with a 4-year, 25% vesting schedule.
• Prior to this acquisition, Lemke disposed of 294 shares on October 31, 2025, and 472 shares on November 1, 2025, both at $14.64 per share, likely for tax withholding purposes.
• Following these transactions, Lemke's direct beneficial ownership of common stock increased to 43,333 shares.
• Lemke also holds 19,173 derivative securities (options) with an exercise price of $28.43, which vest in four equal annual installments starting one year after the October 31, 2022 grant date and expire on October 31, 2032.

Sentiment

Score: 7

Explanation: The significant acquisition of shares through a Restricted Stock Award by a key executive like the CFO is a strong positive signal, outweighing the minor dispositions for tax purposes.

Positives

• Chief Financial Officer Eric Lemke increased his direct beneficial ownership of common stock by 14,940 shares through a Restricted Stock Award, signaling confidence in the company's future.
• The acquisition price of $14.64 per share for the RSA provides a clear valuation point for the compensation.

Negatives

• Dispositions of 294 shares and 472 shares of common stock occurred on October 31, 2025, and November 1, 2025, respectively, at $14.64 per share, likely for tax obligations related to equity awards. These represent a reduction in holdings, though typically for non-discretionary reasons.

Future Outlook

The Restricted Stock Award (RSA) for 14,940 shares is subject to a 4-year, 25% annual vesting schedule. The 19,173 stock options will vest in four equal annual installments beginning one year after the October 31, 2022 grant date, with an expiration date of October 31, 2032.

Industry Context

This insider transaction reflects a standard compensation practice within the banking and financial services industry, where executive compensation often includes equity awards like Restricted Stock Awards and stock options to align management interests with shareholder value.

Corporate Governance

Related Party Transactions

• The acquisition of 14,940 shares via a Restricted Stock Award and the holding of 19,173 stock options represent compensation-related transactions between the company and its Chief Financial Officer, Eric Lemke.

Stakeholder Impact

• Shareholders: The increase in direct beneficial ownership by the CFO through an RSA may be perceived as a positive signal, indicating management's alignment with shareholder interests and confidence in the company's long-term prospects.
• Employees: The equity awards granted to the CFO are part of executive compensation, which can influence overall compensation strategies within the company.

Next Steps

• Continued vesting of 14,940 Restricted Stock Award shares over a 4-year period.
• Continued vesting of 19,173 stock options in four equal annual installments from October 31, 2023, until October 31, 2026.

Key Dates

Recommendation

The Chief Financial Officer's substantial acquisition of shares through a Restricted Stock Award, increasing his direct beneficial ownership, signals strong insider confidence in Midland States Bancorp's future performance. While minor dispositions occurred for tax purposes, the net increase in holdings by a key executive is a positive indicator for investors, suggesting potential for future stock appreciation.

Keywords

Midland States Bancorp, MSBI, Eric Lemke, CFO, Insider Trading, Form 4, Restricted Stock Award, Stock Options, Beneficial Ownership, Financial Services, Banking