8-K: Midland States Bancorp Receives Nasdaq Deficiency Notice Due to Delayed 10-K Filing

Midland States Bancorp received a notification from Nasdaq for failing to timely file its 2024 Annual Report on Form 10-K, but the listing of its common stock remains unaffected for now.

Summary

• Midland States Bancorp, Inc. received a notice from Nasdaq on April 3, 2025, stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to a delay in filing its 2024 Form 10-K.
• The company's common stock and depositary shares continue to be listed on the Nasdaq Global Select Market.
• Midland States Bancorp has 60 days from the date of the notice to submit a plan to regain compliance.
• Nasdaq may grant the company up to 180 days from the filing due date, until September 29, 2025, to regain compliance.
• The delay is due to the additional time needed to finalize the evaluation of the accounting and financial reporting of a third-party lending and servicing arrangement, including obtaining third-party documentation and analysis.
• The company is also evaluating the impact related to its internal control over financial reporting.
• Midland States Bancorp intends to file the 2024 Form 10-K as soon as practicable.
• As of December 31, 2024, the Company had total assets of approximately $7.53 billion, and its Wealth Management Group had assets under administration of approximately $4.15 billion.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the Nasdaq deficiency notice and the delay in filing the 10-K. While the company is taking steps to regain compliance, the uncertainty surrounding the delay and its potential impact on financial reporting weighs on the outlook.

Positives

• The Nasdaq notice has no immediate effect on the listing or trading of the company's common stock or depositary shares.
• The company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.

Negatives

• The company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its 2024 Form 10-K.
• The delay is due to the additional time needed to finalize the evaluation of the accounting and financial reporting of a third-party lending and servicing arrangement, including obtaining third-party documentation and analysis.
• The company is also evaluating the impact related to its internal control over financial reporting.

Risks

• The company may not be able to submit a compliance plan within the required 60 days.
• Nasdaq may not accept the company's compliance plan.
• The company may not be able to regain compliance within the extended period granted by Nasdaq.
• The company's audit for fiscal year 2024 may take longer than expected.
• The company may be unable to meet Nasdaq's continued listing requirements.

Future Outlook

The company expects to file the 2024 Form 10-K as soon as practicable and intends to take the necessary steps to regain compliance with Nasdaq's listing rules.

Management Comments

• The Company intends to take the necessary steps to regain compliance with Nasdaqs listing rules as soon as practicable.

Industry Context

Delays in financial reporting can raise concerns about a company's internal controls and financial health, potentially impacting investor confidence and market valuation. Other financial institutions that have experienced similar delays have faced increased scrutiny and potential regulatory actions.

Comparison to Industry Standards

• When compared to peers like First Midwest Bancorp (now part of Old National Bancorp) and Wintrust Financial Corporation, Midland States Bancorp's delay in filing its 10-K raises concerns, as these companies typically maintain timely reporting.
• For example, First Midwest Bancorp consistently met its reporting deadlines prior to its acquisition.
• Wintrust Financial Corporation also has a strong track record of timely filings, setting a high standard for regional banks.
• The delay could be compared to situations where other companies faced similar issues, such as Washington Federal, which experienced delays due to accounting complexities, leading to increased regulatory oversight and investor caution.

Stakeholder Impact

• Shareholders may experience uncertainty due to the delayed filing and potential delisting.
• Employees may be affected by the increased scrutiny and potential changes in internal controls.
• Customers and suppliers may be concerned about the company's financial stability and reporting practices.
• Creditors may reassess the company's creditworthiness due to the reporting delay.

Next Steps

• The company needs to submit a plan to regain compliance with Nasdaq listing rules within 60 days.
• The company needs to finalize its evaluation of the accounting and financial reporting of a third-party lending and servicing arrangement.
• The company needs to evaluate the impact related to its internal control over financial reporting.
• The company expects to file the 2024 Form 10-K as soon as practicable.

Key Dates

Keywords

Nasdaq, Form 10-K, Compliance, Delisting, Midland States Bancorp, Financial Reporting, Deficiency Notice