Form 4: Midland States Bancorp Director Reports Latest Equity Holdings and Compensation

Midland States Bancorp, Inc. Director Richard Dean Bingham filed a Form 4 detailing his direct and indirect beneficial ownership of common stock, preferred shares, and derivative securities, including recent acquisitions of common share equivalents and restricted stock units.

Summary

• Richard Dean Bingham, a Director of Midland States Bancorp, Inc. (MSBI), reported his beneficial ownership of company securities.
• 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 440.465 Common Share Equivalents at a price of $17.88, bringing his total holdings in the Directors Deferred Compensation Plan (DDCP) to 19,473.6535 common share equivalents.
• These common share equivalents vested on June 30, 2025, and become payable upon termination of service as a director.
• Acquired 3,507.506 Restricted Stock Units (RSUs) at a price of $17.32 under the 2019 Long-term Incentive Plan, deferred under the DDCP, increasing his total RSU holdings to 9,879.106 units.
• Each RSU represents a contingent right to receive one share of the Issuer's common stock, with vested shares to be delivered based on DDCP terms and distribution elections.

Sentiment

Score: 5

Explanation: Neutral, as this is a routine compliance filing detailing insider holdings and compensation, not a performance report or a significant event that would inherently imply positive or negative sentiment.

Positives

• Director's increased equity alignment through the acquisition of common share equivalents and restricted stock units, fostering alignment with long-term shareholder interests.
• Transparency in reporting insider holdings through the required SEC Form 4 filing.
• Participation in a long-term incentive plan for directors, which is a common practice to retain talent and incentivize performance.

Risks

• Potential for future sales of vested shares upon the director's termination of service, which could introduce selling pressure on the stock.
• Valuation risk associated with common share equivalents and restricted stock units, as their value is directly tied to the company's stock performance.

Future Outlook

The filing indicates ongoing equity-based compensation for directors, aligning their interests with long-term shareholder value. The vesting schedule for derivative securities suggests a commitment to the company's future performance and continued engagement of the director.

Industry Context

This Form 4 is a standard regulatory disclosure for insiders, reflecting common practices in executive and director compensation within the financial services industry, where equity-based incentives are prevalent to align leadership interests with company performance and long-term strategic goals.

Comparison to Industry Standards

• The structure of director compensation, including deferred compensation plans and restricted stock units, is a common practice across publicly traded companies, particularly in the financial sector, to retain talent and align interests with long-term shareholder value.
• No specific comparable companies, projects, or results are mentioned in the document to provide a detailed quantitative comparison of the reported holdings or compensation structure against industry benchmarks.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 1,000 shares of Common Stock held via an IRA.
• Indirect beneficial ownership of 42,554 shares of Common Stock held via Agracel, Inc.

Stakeholder Impact

• Shareholders: Increased transparency regarding director equity holdings and compensation, which can foster confidence in management's alignment with shareholder interests and long-term value creation.

Next Steps

• Continued compliance filings for future transactions by the reporting person as required by Section 16 of the Securities Exchange Act of 1934.
• Delivery of vested shares to the reporting person upon termination of service as a director, based on the terms of the Directors Deferred Compensation Plan and the reporting person's distribution elections.

Key Dates

Keywords

Midland States Bancorp, MSBI, SEC Form 4, Insider Trading, Beneficial Ownership, Director Holdings, Equity Compensation, Restricted Stock Units, Deferred Compensation Plan, Corporate Governance, Financial Reporting