Form 4: Midland States Bancorp Director Sells, Acquires Equivalents

Midland States Bancorp Director Gerald Carlson reported the sale of 4,000 common shares and the acquisition of 898.971 common share equivalents through deferred compensation and dividend reinvestment.

Summary

• Director Gerald Carlson disposed of 4,000 shares of Midland States Bancorp common stock on December 31, 2025.
• Carlson acquired 190.421 common share equivalents on December 31, 2025, at a price of $16.17 per equivalent, through dividend reinvestment and as restricted stock units under the 2019 Long-term Incentive Plan, deferred under the Directors Deferred Compensation Plan (DDCP).
• An additional 708.55 common share equivalents were acquired on December 31, 2025, at a price of $21.17 per equivalent, representing deferred director fees under the DDCP.
• Following these transactions, Carlson beneficially owns 10,521.1935 derivative common share equivalents.
• All acquired common share equivalents are fully vested and become payable upon termination of service as a director.

Sentiment

Score: 6

Explanation: The filing reports both a sale of common stock and the acquisition of a significant number of common share equivalents through compensation and dividend reinvestment. The acquisitions indicate continued long-term interest and alignment with the company, balancing the impact of the stock sale.

Positives

• Acquisition of 898.971 common share equivalents demonstrates continued long-term interest in the company's performance.
• Participation in the 2019 Long-term Incentive Plan and Directors Deferred Compensation Plan aligns director interests with shareholders.
• Reinvestment of dividends into common share equivalents indicates confidence in future value.

Negatives

• The disposition of 4,000 shares of common stock by a director could be perceived negatively by some investors, although the reason for the sale is not disclosed.

Future Outlook

The filing indicates that vested shares and common share equivalents will be delivered or become payable upon the reporting person's termination of service as a director, outlining future payment terms for current compensation.

Management Comments

• 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 received for dividend reinvestments fully vested on the transaction date listed above and become payable upon termination of service as a director.
• Common stock equivalents become payable upon the reporting persons termination of service as a director.
• Common share equivalents received for deferred director fees 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 for a director of a financial institution. Such transactions are common and reflect individual financial planning or compensation arrangements rather than broader industry trends, unless a pattern emerges across multiple insiders or companies.

Comparison to Industry Standards

• The acquisition of common share equivalents through deferred compensation plans and dividend reinvestment is a standard practice in the financial services industry for aligning director interests with long-term shareholder value, similar to practices at peers like Bank of America (BAC) or JPMorgan Chase (JPM) where executive and director compensation often includes equity components.
• The sale of common stock by an insider is also a routine event, often for personal financial planning, and without further context, it cannot be definitively compared to specific transactions at other financial institutions.

Corporate Governance

Related Party Transactions

• Acquisition of 708.55 common share equivalents as deferred director fees under the Issuer's Directors Deferred Compensation Plan (DDCP).
• Acquisition of 190.421 common share equivalents as restricted stock units under the 2019 Long-term Incentive Plan and through dividend reinvestment, deferred under the DDCP.

Stakeholder Impact

• **Shareholders:** The sale of common stock by a director might be viewed with slight caution, but the simultaneous acquisition of common share equivalents through compensation and dividend reinvestment demonstrates continued alignment of interests and long-term commitment to the company's performance.
• **Employees:** No direct impact on employees is indicated by this insider transaction report.
• **Customers, Suppliers, Creditors:** No direct impact on these stakeholders is indicated by this insider transaction report.

Next Steps

• Vested shares 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, Form 4, Insider Trading, Director Stock Transaction, Gerald Carlson, Restricted Stock Units, Deferred Compensation, Dividend Reinvestment, Equity Compensation