Form 4: Midland States Bancorp Director Reports Significant Equity Holdings and Recent Share Acquisitions

Midland States Bancorp Director Jeffrey M. McDonnell has reported his beneficial ownership of common stock and recent acquisitions of common share equivalents and restricted stock units, reflecting ongoing equity participation.

Summary

• Jeffrey M. McDonnell, a Director of Midland States Bancorp, Inc. (MSBI), filed a Form 4 disclosing changes in his beneficial ownership.
• Direct beneficial ownership of 1,987 shares of Common Stock is reported.
• Indirect beneficial ownership of 24,245 shares of Common Stock is held through the Jeffrey M. McDonnell Revocable Trust UA.
• Acquired 381.172 Common Share Equivalents on June 30, 2025, at a price of $17.88 per equivalent, through the reinvestment of dividends received on common share equivalents held in the Deferred Director Compensation Plan (DDCP).
• These common share equivalents vested fully on the transaction date and become payable upon termination of service as a director.
• Acquired 3,262.125 Restricted Stock Units on June 30, 2025, at a price of $17.32 per unit, under the 2019 Long-term Incentive Plan and deferred under the DDCP.
• Each restricted stock unit represents the contingent right to receive one share of Issuer common stock.
• Total direct beneficial ownership of Common Share Equivalents following these transactions is 16,173.2796.
• Total direct beneficial ownership of Restricted Stock Units following these transactions is 9,455.125.

Sentiment

Score: 6

Explanation: The document is a routine insider transaction report (Form 4) which is generally neutral. However, the acquisition of additional equity through dividend reinvestment and restricted stock unit grants by a director can be viewed as a slightly positive signal, indicating continued alignment of interests and confidence in the company.

Positives

• Director Jeffrey M. McDonnell continues to hold a significant stake in Midland States Bancorp, demonstrating alignment with shareholder interests.
• The acquisition of additional common share equivalents through dividend reinvestment indicates a commitment to increasing equity exposure.
• The grant of restricted stock units under the 2019 Long-term Incentive Plan suggests ongoing compensation and retention of key management/directors.

Future Outlook

Common share equivalents acquired through dividend reinvestment are fully vested and become payable upon termination of service as a director. 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.

Management Comments

• "The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose."
• "Each common stock equivalent is the economic equivalent of one share of common stock."
• "Represents 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."
• "Represents 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."

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies, reflecting a director's equity holdings and compensation structure. It provides transparency into the alignment of director interests with shareholder value, a standard practice in the financial services industry.

Comparison to Industry Standards

• NA

Related Party Transactions

• Indirect beneficial ownership of 24,245 shares of Common Stock through the Jeffrey M. McDonnell Revocable Trust UA.

Stakeholder Impact

• Shareholders: Increased transparency regarding director equity holdings and alignment of interests. The director's continued accumulation of shares through dividend reinvestment and RSU grants may be seen as a positive signal of confidence.

Next Steps

• Delivery of vested restricted stock units to the reporting person based on the terms of the DDCP and the reporting person's distribution elections.
• Payment of common share equivalents upon termination of service as a director.

Key Dates

Keywords

Midland States Bancorp, MSBI, SEC Form 4, Beneficial Ownership, Insider Transaction, Director Holdings, Common Stock, Restricted Stock Units, Common Share Equivalents, Dividend Reinvestment, Equity Compensation