Form 4: Midland States Bancorp Director Boosts Equity Holdings

Midland States Bancorp Director Jennifer DiMotta increased her beneficial ownership of common stock equivalents through dividend reinvestment.

Summary

• Jennifer DiMotta, a Director of Midland States Bancorp, Inc. (MSBI), reported changes in her beneficial ownership.
• She acquired 289.5654 common share equivalents through the reinvestment of dividends received during the quarter.
• These common share equivalents were acquired at a price of $17.35 per equivalent.
• The common share equivalents fully vested on the transaction date of September 30, 2025, and become payable upon termination of service as a director.
• Following the reported transaction, Ms. DiMotta directly beneficially owns 10,651.6657 common share equivalents.
• She also directly beneficially owns 6,799 shares of Common Stock and 5,338 Restricted Stock Units.
• A Power of Attorney was executed on August 5, 2025, appointing Nathan D. Sturycz, Stephanie Gurgel, Summer Moorman, and their designees to handle SEC filings on behalf of Ms. DiMotta.

Sentiment

Score: 7

Explanation: The filing indicates a director's continued accumulation of equity through dividend reinvestment, which is a positive signal of commitment and alignment with shareholder interests. It's a routine, expected event, not a major catalyst, hence a moderately positive score.

Positives

• A director increasing their equity stake, even through dividend reinvestment, signals continued confidence in the company's future performance.
• The dividend reinvestment plan allows directors to accumulate more shares over time, aligning their interests further with shareholders.

Risks

• The value of the common share equivalents and common stock held by the director is subject to market fluctuations, similar to all equity investments.
• The common share equivalents become payable only upon termination of service, meaning the director's access to these funds is deferred.

Future Outlook

The common share equivalents acquired through dividend reinvestment will become payable to the director upon termination of her service. The Power of Attorney ensures future SEC filings will be managed efficiently.

Management Comments

• "/s/DiMotta, Jennifer" Signature of the reporting person.
• "/s/Nathan D. Sturycz, attorney-in-fact" Signature on behalf of the reporting person.

Industry Context

This filing represents a routine insider transaction, common in the banking sector where directors often participate in deferred compensation plans and dividend reinvestment programs to accumulate equity in the company. Such filings are standard disclosures required by the SEC for public companies.

Comparison to Industry Standards

• Director equity ownership is a common practice across industries, including banking, to align management and board interests with shareholders.
• Dividend reinvestment plans (DRIPs) are standard mechanisms for directors and employees to increase their holdings without direct cash outlays, reflecting a long-term commitment.
• The use of a Power of Attorney for SEC filings is a standard corporate governance practice to ensure timely and accurate compliance for busy executives and directors.

Corporate Governance

Related Party Transactions

• The acquisition of common share equivalents through dividend reinvestment in the Director Deferred Compensation Plan (DDCP) constitutes a related party transaction between the director and the company.

Stakeholder Impact

• Shareholders: The director's increased equity stake through dividend reinvestment demonstrates continued alignment of interests with shareholders, potentially fostering confidence.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Common share equivalents will become payable to Jennifer DiMotta upon her termination of service as a director.
• The appointed attorneys-in-fact will continue to prepare and submit required SEC filings (Forms 3, 4, 5, 144) on behalf of Jennifer DiMotta.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving dividend reinvestment, which is a positive but not a significant catalyst for the stock price. While it indicates a director's continued commitment, it does not provide new fundamental information to warrant a strong buy or sell recommendation. Therefore, a 'hold' recommendation is appropriate, suggesting no immediate change in investment thesis based solely on this filing.

Keywords

Midland States Bancorp, MSBI, Director, Insider Transaction, Form 4, Equity Ownership, Dividend Reinvestment, Common Stock, Beneficial Ownership, Corporate Governance