Form 4: Midland States Bancorp Director Reports Equity Changes

Midland States Bancorp Director Robert F. Schultz reported changes in his beneficial ownership, including acquisitions of common share equivalents through dividend reinvestment and deferred director fees.

Summary

• Robert F. Schultz, a Director of Midland States Bancorp, Inc. (MSBI), reported his beneficial ownership of company securities.
• Direct holdings include 34,715 shares of Common Stock and 9,146 Restricted Stock Units.
• Indirect holdings include 30,153 shares of Common Stock through Red Bird Investors, LLC, 37,845.688 shares through Summit Investors, LLP, and 200,030 shares through J.M. Schultz Investment, LLC.
• On December 31, 2025, 2,244.908 common share equivalents were acquired at a price of $16.17 each, representing reinvestment of dividends received during the quarter.
• Also on December 31, 2025, 8.03 common share equivalents were acquired at a price of $21.17 each, representing deferred director fees for the quarter.
• These common share equivalents are economic equivalents of one share of common stock, fully vested on the transaction date, and become payable upon termination of service as a director.
• The reporting person disclaims beneficial ownership of indirectly held securities except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions and does not contain information that would significantly alter the sentiment towards the company. It reflects standard compensation and investment activities by a director.

Positives

• Acquisition of common share equivalents through dividend reinvestment indicates ongoing participation in company performance.
• Acquisition of common share equivalents through deferred director fees demonstrates continued commitment and alignment of interests with shareholders.

Future Outlook

Common share equivalents acquired through dividend reinvestment and deferred director fees will become payable upon the reporting person's termination of service as a director.

Industry Context

This Form 4 filing is a routine disclosure required by the SEC for company insiders (directors, officers, and significant shareholders) to report changes in their beneficial ownership of company securities. Such filings provide transparency into insider trading activities and are a standard part of corporate governance for publicly traded companies in the financial services sector.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of common stock through Red Bird Investors, LLC, Summit Investors, LLP, and J.M. Schultz Investment, LLC, for which the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.
• Acquisition of common share equivalents under the Issuer's Directors Deferred Compensation Plan (DDCP) for deferred director fees and dividend reinvestment, which is a standard company compensation arrangement.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's holdings and compensation structure, aligning director interests with long-term shareholder value through equity ownership and deferred compensation.
• Employees: No direct impact on general employees, but reflects compensation practices for directors.

Next Steps

• Common share equivalents will be paid out to the director upon termination of service.

Key Dates

Keywords

Midland States Bancorp, MSBI, Form 4, Insider Transaction, Beneficial Ownership, Director Holdings, Equity Compensation, Deferred Compensation, Dividend Reinvestment, Corporate Governance