Form 4: Midland States Bancorp Director Jeffrey C. Smith Increases Beneficial Ownership Through Equity Awards
Insider Transaction Report
Midland States Bancorp, Inc. Director Jeffrey C. Smith reported an increase in his beneficial ownership of company stock through the acquisition of restricted stock units and common share equivalents.
Summary
- Jeffrey C. Smith, a Director of Midland States Bancorp, Inc. (MSBI), reported changes in his beneficial ownership.
- He holds 33,609 shares of Common Stock directly.
- Acquired 3,009.527 Restricted Stock Units (RSUs) on June 30, 2025, at a price of $17.32 per unit, under the 2019 Long-term Incentive Plan and deferred under the Deferred Director Compensation Plan (DDCP). Each RSU represents a contingent right to receive one share of common stock.
- Acquired 289.78 Common Share Equivalents on June 30, 2025, at a price of $17.88 per unit, through the reinvestment of dividends received during the quarter. These equivalents fully vested on the transaction date and become payable upon termination of service as a director.
- Following these transactions, his beneficial ownership includes 13,126.306 Restricted Stock Units and 6,886.436 Common Share Equivalents.
Sentiment
Score: 7
Explanation: The document reports an increase in beneficial ownership by a director through equity awards, which is generally viewed positively as it aligns management interests with shareholders and suggests confidence in the company's future.
Positives
- Director Jeffrey C. Smith increased his beneficial ownership in Midland States Bancorp, Inc. through equity awards, aligning his interests further with shareholders.
- The acquisition of Restricted Stock Units and Common Share Equivalents demonstrates continued participation in the company's long-term incentive and dividend reinvestment plans.
Future Outlook
Vested Restricted Stock Units will be delivered to the reporting person based on the terms of the Deferred Director Compensation Plan (DDCP) and the reporting person's distribution elections. Common Share Equivalents received for dividend reinvestments are fully vested and become payable upon termination of service as a director.
Management Comments
- Each common stock equivalent is the economic equivalent of one share of common stock.
- Restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan and deferred under the DDCP as of the date of this form. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Vested shares will be delivered to the reporting person based on the terms of the DDCP and the reporting persons distribution elections thereunder.
- Common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares. Common share equivalents received for dividend reinvestments fully vested on the transaction date listed above and become payable upon termination of service as a director.
Industry Context
This Form 4 filing is a routine disclosure of insider trading activity within the financial services sector. Such filings provide transparency into how company executives and directors are managing their personal holdings in the company, which can offer insights into their confidence in the company's future performance. For a regional bank like Midland States Bancorp, director equity ownership is a common practice to align interests with shareholders.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Attorney-in-fact | NA | Nathan D. Sturycz | 2025-01-27 | Appointed by Jeffrey C. Smith for Section 16 filings. |
| Attorney-in-fact | NA | Stephanie Gurgel | 2025-01-27 | Appointed by Jeffrey C. Smith for Section 16 filings. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Jeffrey C. Smith granted a Power of Attorney to Nathan D. Sturycz and Stephanie Gurgel to prepare, execute, and submit Forms 3, 4, and 5 to the SEC on his behalf for Section 16 filings. | 2025-01-27 | Streamlines the process for the director to comply with SEC reporting requirements for insider transactions, ensuring timely and accurate disclosures. |
Stakeholder Impact
- Shareholders: Increased alignment of director's interests with shareholders due to increased equity ownership. Provides transparency into insider activity.
Next Steps
- Delivery of vested shares to the reporting person based on DDCP terms and distribution elections for Restricted Stock Units.
- Payout of Common Share Equivalents upon termination of service as a director.
Key Dates
| Date | Description |
|---|---|
| 2025-01-27 | Date of Power of Attorney granted by Jeffrey C. Smith. |
| 2025-06-30 | Date of earliest transaction for the acquisition of Restricted Stock Units and Common Share Equivalents. |
| 2025-07-01 | Signature date of the Form 4 filing by Jeffrey C. Smith and his attorney-in-fact. |
Keywords
Midland States Bancorp, MSBI, Jeffrey C. Smith, Director, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, Common Share Equivalents, Equity Compensation, Dividend Reinvestment
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