Form 4: Midland States Bancorp Director Gerald Carlson Increases Beneficial Ownership Through Equity Awards and Dividend Reinvestment

Midland States Bancorp, Inc. Director Gerald Joseph Carlson reported the acquisition of additional common share equivalents through dividend reinvestment and restricted stock units, increasing his beneficial ownership in the company.

Summary

• Gerald Joseph Carlson, a Director of Midland States Bancorp, Inc. (MSBI), acquired 87.333 common share equivalents at a price of $17.88 per share on June 30, 2025, through dividend reinvestment. These units fully vested on the transaction date and become payable upon termination of service as a director.
• Carlson also acquired 3,464.203 common share equivalents on June 30, 2025, at a price of $17.32 per share. These represent restricted stock units granted under the 2019 Long-term Incentive Plan and deferred under the Directors Deferred Compensation Plan (DDCP). Each restricted stock unit is a contingent right to receive one share of Issuer common stock.
• Following these transactions, Carlson beneficially owns 5,124.466 common share equivalents from dividend reinvestment and 8,588.669 common share equivalents from restricted stock units, totaling 13,713.135 common share equivalents.
• Common share equivalents held pursuant to the DDCP are the economic equivalent of one share of common stock and become payable upon the reporting person's termination of service as a director.

Sentiment

Score: 7

Explanation: The filing indicates a routine increase in a director's beneficial ownership through compensation and dividend reinvestment, which is generally a positive sign of alignment with shareholder interests, though it does not reflect new strategic initiatives or financial performance.

Positives

• Director Gerald Carlson increased his beneficial ownership in Midland States Bancorp, Inc., which aligns his interests more closely with those of shareholders.
• The acquisition includes restricted stock units under a long-term incentive plan, a common practice to incentivize directors and align their performance with company success.
• Dividend reinvestment indicates a continued commitment to increasing holdings and potentially a positive long-term outlook on the company's value.

Future Outlook

NA

Management Comments

• The Power of Attorney document states that the attorneys-in-fact are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act.

Industry Context

This Form 4 filing reflects routine insider transaction activity common in the banking sector, where director compensation often includes equity components like restricted stock units and dividend reinvestment plans to align interests with shareholders. It does not provide broader industry trends.

Related Party Transactions

• The acquisition of restricted stock units and common share equivalents through dividend reinvestment are part of the company's established compensation plans for directors.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholder value due to increased equity ownership.

Next Steps

• Vested shares from 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.
• Common share equivalents become payable upon the reporting person's termination of service as a director.

Key Dates

Keywords

Midland States Bancorp, MSBI, Gerald Carlson, SEC Form 4, beneficial ownership, restricted stock units, dividend reinvestment, director compensation, equity compensation, insider transaction