Form 4: Midland States Bancorp Director Travis Franklin Reports Deferred Stock Acquisitions
Insider Transaction Report
Midland States Bancorp Director Travis Franklin reported the acquisition of common share equivalents through dividend reinvestment and deferred restricted stock units, increasing his beneficial ownership.
Summary
- Director Travis Franklin acquired 74.273 common share equivalents at $22.65 per share equivalent on June 30, 2025, through dividend reinvestment.
- An additional 3,290.993 common share equivalents were acquired at $17.32 per share equivalent on June 30, 2025, representing restricted stock units deferred under the Directors Deferred Compensation Plan (DDCP).
- Following these transactions, Travis Franklin beneficially owns 7,649.125 common share equivalents.
- Common share equivalents are the economic equivalent of one share of common stock and become payable upon termination of service as a director.
- Dividend reinvestments fully vested on the transaction date.
- Restricted stock units were acquired under the 2019 Long-term Incentive Plan.
Sentiment
Score: 6
Explanation: The sentiment is slightly positive as a director is increasing their beneficial ownership in the company, aligning their interests with shareholders, even if it's through deferred compensation and dividend reinvestment rather than direct cash purchases.
Positives
- Director Travis Franklin increased his beneficial ownership of common share equivalents, aligning his interests with shareholders.
- The acquisition of common share equivalents through dividend reinvestment indicates a commitment to long-term holding.
- The deferral of restricted stock units under the DDCP demonstrates a long-term commitment to the company.
Negatives
- The reported acquisitions are not direct cash purchases of shares but rather common share equivalents from dividend reinvestment and deferred restricted stock units, which do not represent new capital inflow to the company.
Risks
- The value of the common share equivalents is tied to the performance of Midland States Bancorp, Inc. common stock, exposing the director's deferred compensation to market fluctuations.
- Common share equivalents become payable only upon termination of service as a director, meaning the director's access to these funds is deferred.
Future Outlook
The document does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on an insider's beneficial ownership changes.
Management Comments
- Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form.
- Each common share equivalent is the economic equivalent of one share of common stock.
- Common stock equivalents become payable upon the reporting persons termination of service as a director.
- 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 an insider's beneficial ownership changes, common in the financial services industry for publicly traded banks like Midland States Bancorp. It reflects standard executive compensation practices involving deferred equity awards and dividend reinvestment plans.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Attorney-in-fact for SEC filings | NA | Nathan D. Sturycz | 01/30/2025 | Travis Franklin granted power of attorney for preparing and filing SEC Forms 3, 4, and 5. |
| Attorney-in-fact for SEC filings | NA | Stephanie Gurgel | 01/30/2025 | Travis Franklin granted power of attorney for preparing and filing SEC Forms 3, 4, and 5. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Travis Franklin, a director, granted a Power of Attorney to Nathan D. Sturycz and Stephanie Gurgel to prepare, execute, and submit SEC Forms 3, 4, and 5 on his behalf, ensuring compliance with Section 16(a) of the Securities Exchange Act of 1934. | 01/30/2025 | Streamlines the process for insider trading compliance filings for the director, ensuring timely and accurate submissions to the SEC. |
Stakeholder Impact
- Shareholders: The increase in a director's beneficial ownership, even if deferred, can be viewed positively as it aligns management's interests with shareholder value over the long term.
Next Steps
- Common share equivalents will become payable to Travis Franklin upon his termination of service as a director.
- Vested restricted stock units will be delivered based on the terms of the DDCP and the director's distribution elections.
Key Dates
| Date | Description |
|---|---|
| 01/30/2025 | Date Travis Franklin executed the Power of Attorney for SEC filings. |
| 06/30/2025 | Date of reported transactions for common share equivalents acquisition. |
| 07/01/2025 | Date of signature for the Form 4 filing. |
Keywords
Midland States Bancorp, MSBI, Travis Franklin, SEC Form 4, Insider Trading, Director Compensation, Deferred Compensation, Common Share Equivalents, Restricted Stock Units, Dividend Reinvestment
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