Form 4: Midland States Bancorp Director Boosts Holdings

Midland States Bancorp Director Richard Dean Bingham reported an increase in his beneficial ownership of common stock equivalents and restricted stock units through dividend reinvestment and deferred compensation.

Summary

• Richard Dean Bingham, a Director of Midland States Bancorp, Inc. (MSBI), reported changes in his beneficial ownership.
• Directly owns 22,700 shares of Common Stock and 4,000 Series A Preferred Depositary Shares.
• Indirectly owns 1,000 shares of Common Stock through an IRA and 42,554 shares of Common Stock through Agracel, Inc.
• Acquired 541.3798 common share equivalents on September 30, 2025, at a price of $17.35 per equivalent, through dividend reinvestment in the Directors Deferred Compensation Plan (DDCP). These equivalents fully vested on the transaction date.
• Acquired 918.903 common share equivalents on September 30, 2025, at a price of $17.14 per equivalent, representing restricted stock units deferred under the DDCP from the 2019 Long-term incentive plan.
• Beneficially owns a total of 20,015.0333 direct common share equivalents (including the 541.3798 acquired) and 20,933.9363 direct common share equivalents (including the 918.903 acquired).
• Also directly owns 9,879.106 Restricted Stock Units.
• Common share equivalents and vested restricted stock units become payable upon termination of service as a director.

Sentiment

Score: 7

Explanation: The director's increased beneficial ownership through compensation and dividend reinvestment is a minor positive signal, indicating continued alignment of interests with shareholders.

Positives

• Director Richard Dean Bingham increased his beneficial ownership of common share equivalents through dividend reinvestment and deferred compensation.
• The reinvestment of dividends into common share equivalents indicates a continued commitment to the company by the director.

Negatives

• No negative transactions or disclosures were reported in this Form 4 filing.

Risks

• The reporting person disclaims beneficial ownership of indirectly held securities (IRA, Agracel, Inc.) except to the extent of his pecuniary interest, which is a standard legal disclaimer in such filings.

Future Outlook

The common share equivalents and vested restricted stock units held by the director will become payable upon his termination of service as a director, based on the terms of the Directors Deferred Compensation Plan and his distribution elections.

Industry Context

This filing is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects a director's compensation structure and personal investment decisions rather than broader industry trends.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 42,554 shares of Common Stock through Agracel, Inc. is disclosed, with the reporting person disclaiming beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: Minor positive impact as a director is increasing his stake, aligning interests with other shareholders.

Next Steps

• Common share equivalents and vested restricted stock units will be delivered to the reporting person based on the terms of the Directors Deferred Compensation Plan (DDCP) and the reporting person's distribution elections upon termination of service as a director.

Key Dates

Recommendation

The filing indicates a director's routine increase in beneficial ownership through compensation and dividend reinvestment, which is generally a positive sign of alignment with shareholder interests. However, it does not represent a significant open market purchase or a material change in the company's fundamentals that would warrant a stronger recommendation. It reinforces a 'hold' position for existing investors.

Keywords

Midland States Bancorp, MSBI, Form 4, insider transaction, director ownership, beneficial ownership, common stock, restricted stock units, deferred compensation, dividend reinvestment