8-K: Midland States Bancorp Receives Nasdaq Delinquency Notice

Midland States Bancorp, Inc. received an expected notice from Nasdaq regarding its failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Summary

• Midland States Bancorp, Inc. (MSBI) received an expected notice from The Nasdaq Stock Market LLC on August 19, 2025, for non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
• The delay in filing the Q2 2025 Form 10-Q is attributed to previously disclosed delays in filing the Annual Report on Form 10-K for the year ended December 31, 2024 (filed July 1, 2025), and the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (filed August 8, 2025).
• These prior delays were related to the company's previously disclosed restatement of its financial statements.
• The notice has no immediate effect on the listing or trading of MSBI's common stock or depositary shares on the Nasdaq Global Select Market.
• MSBI has until October 18, 2025, to submit a plan to Nasdaq to regain compliance with the Listing Rule.
• Nasdaq has the discretion to grant the company up to 180 calendar days from the due date of the Form 10-Q, or until February 26, 2026, to regain compliance.
• The company intends to file the Form 10-Q as soon as practicable and take the necessary steps to regain compliance with Nasdaq's listing rules.

Sentiment

Score: 4

Explanation: The filing addresses a significant compliance issue (delayed 10-Q due to prior restatements), which is inherently negative. However, the notice was 'expected,' and there's a clear path to compliance, preventing immediate delisting. The repeated nature of the delays is concerning, indicating ongoing financial reporting challenges.

Positives

• The notice from Nasdaq was 'expected,' indicating the company was aware of the impending communication regarding its filing delinquency.
• There is no immediate effect on the listing or trading of the company's common stock or depositary shares on the Nasdaq Global Select Market.
• The company has a clear timeline and process to regain compliance, with a deadline of October 18, 2025, to submit a plan and potentially until February 26, 2026, to achieve full compliance.

Negatives

• Midland States Bancorp, Inc. failed to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025, resulting in a Nasdaq deficiency notice.
• This delay follows previous delays in filing the Annual Report on Form 10-K for 2024 and the Quarterly Report on Form 10-Q for Q1 2025.
• The root cause of these repeated delays is the company's previously disclosed restatement of its financial statements, indicating ongoing issues with financial reporting.
• Failure to regain compliance with Nasdaq's listing rules could ultimately lead to the delisting of the company's securities.

Risks

• Inability to achieve forward-looking statements, including the anticipated timing of filing the Form 10-Q and successfully regaining Nasdaq compliance.
• Risks and uncertainties related to the expected timing of the review of the company's unaudited financial statements for the three and six months ended June 30, 2025 and 2024.
• Actual results could differ materially from those suggested by forward-looking statements.
• Potential delisting from Nasdaq if the company fails to submit a compliance plan or regain compliance within the allotted timeframes.

Future Outlook

Midland States Bancorp, Inc. expects to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025, as soon as practicable and intends to take all necessary steps to regain compliance with Nasdaq's listing rules. The company anticipates submitting a compliance plan by October 18, 2025, and potentially has until February 26, 2026, to fully regain compliance.

Management Comments

• The Company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.
• The Company plans to file the Form 10-Q as soon as practicable.

Industry Context

Timely and accurate financial reporting is a fundamental expectation for all publicly traded financial institutions. Delays, especially those stemming from financial restatements, can erode investor confidence and signal potential internal control weaknesses. While not uncommon for companies undergoing significant accounting adjustments, repeated delays can draw increased scrutiny from regulators and the market, potentially impacting the company's cost of capital and reputation within the banking sector.

Comparison to Industry Standards

• Timely filing of periodic reports like the Form 10-Q is a universal standard for publicly traded companies, including financial institutions. Peers such as Wintrust Financial Corporation (WTFC) or Old National Bancorp (ONB) consistently meet these deadlines.
• Midland States Bancorp's repeated delays, stemming from financial restatements, place it below industry best practices for financial reporting transparency and timeliness.
• While the Nasdaq notice itself is a standard procedure for non-compliance, the underlying cause of restatements and subsequent delays indicates a deviation from the robust internal controls and reporting efficiencies typically observed in well-managed regional banks.

Stakeholder Impact

• Shareholders: Potential for decreased investor confidence due to repeated filing delays and financial restatements; risk of stock price volatility; potential for delisting if compliance is not regained.
• Regulatory Authorities: Increased scrutiny from the SEC and Nasdaq due to non-compliance with filing requirements.
• Employees: Potential for internal disruption or increased workload related to financial reporting remediation efforts.

Next Steps

• File the Quarterly Report on Form 10-Q for the period ended June 30, 2025, as soon as practicable.
• Submit a plan to Nasdaq to regain compliance with Listing Rule 5250(c)(1) by October 18, 2025.
• Take necessary steps to regain full compliance with Nasdaq's listing rules.

Key Dates

Recommendation

While the repeated delays in financial reporting and the underlying restatement issues are significant concerns that warrant caution, the Nasdaq notice was expected, and the company has a defined pathway and timeline to regain compliance without immediate delisting. The company's stated intention to file the delayed 10-Q and regain compliance as soon as practicable provides some reassurance. Investors should hold to monitor the company's progress in resolving these compliance issues and the timely filing of future reports, as continued delays or failure to comply could lead to a 'sell' recommendation.

Keywords

Midland States Bancorp, MSBI, Nasdaq, Form 10-Q, SEC filing, delinquency notice, listing rule, financial restatement, compliance, banking, financial services