エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 3, 2025
Midland States
Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Illinois | 001-35272 | 37-1233196 |
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (217) 342-7321
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) |
Name
of each exchange on which registered |
| Common stock, $0.01 par value | MSBI | The Nasdaq Stock Market LLC |
| Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value) | MSBIP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
Dividend Announcement
On November 3, 2025, Midland States Bancorp, Inc. (the “Company”) announced that its Board of Directors (the “Board”) declared a quarterly cash dividend of $0.32 per share of its common stock. The dividend is payable on November 21, 2025, to shareholders of record as of the close of business on November 14, 2025.
The Board also declared a cash dividend of $0.4844 per depositary share on its 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A. The dividend will be payable on December 30, 2025, to shareholders of record as of December 15, 2025.
A copy of the press release regarding the dividends is filed herewith as Exhibit 99.1.
Stock Repurchase Program
On November 3, 2025, the Board approved a stock repurchase program that authorizes the Company to repurchase up to $25.0 million of its common stock. Repurchases under the program may be made from time to time on the open market, in privately negotiated transactions or in any other manner that complies with applicable securities laws, at the discretion of the Company. The Board has also authorized management to enter into a Rule 10b5-1 trading arrangement with a nationally recognized broker for purposes of effecting transactions under the stock repurchase program.
The new stock repurchase program became effective on November 3, 2025 and expires on November 2, 2026. The timing of purchases and the number of shares repurchased under the program are dependent upon a variety of factors including price, trading volume, corporate and regulatory requirements and market conditions. The repurchase program may be suspended or discontinued at any time, and any Rule 10b5-1 trading arrangement entered into by the Company may be terminated or amended, in each case without notice.
A copy of the press release regarding the share repurchase program is filed herewith as Exhibit 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release of Midland States Bancorp, Inc., dated November 3, 2025 | |
| 99.2 | Press Release of Midland States Bancorp, Inc., dated November 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 3, 2025 | MIDLAND STATES BANCORP, INC. | |
| By: | /s/ Nathan Sturycz | |
| Nathan Sturycz | ||
| General Counsel | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
MIDLAND STATES BANCORP, INC. ANNOUNCES COMMON STOCK
AND PREFERRED STOCK DIVIDENDS
Effingham, IL, November 3, 2025 – Midland States Bancorp, Inc. (NASDAQ: MSBI) announced today that its Board of Directors declared a quarterly cash dividend of $0.32 per share of its common stock. The dividend is payable on November 21, 2025 to all shareholders of record as of the close of business on November 14, 2025.
The Board of Directors also declared a cash dividend of $0.4844 per depository share on its 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A. The dividend will be payable on December 30, 2025 to stockholders of record as of December 15, 2025.
About Midland States Bancorp, Inc.
Midland States Bancorp, Inc. is a community-based financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. As of September 30, 2025, the Company had total assets of approximately $6.91 billion, and its Wealth Management Group had assets under administration of approximately $4.36 billion. The Company provides a full range of commercial and consumer banking products and services and business equipment financing, merchant credit card services, trust and investment management, insurance and financial planning services. For additional information, visit https://www.midlandsb.com/ or https://www.linkedin.com/company/midland-states-bank.
###
CONTACTS:
Eric T. Lemke, Chief Financial Officer, at elemke@midlandsb.com or (217) 342-7321
Exhibit 99.2
FOR IMMEDIATE RELEASE
MIDLAND STATES BANCORP, INC. ANNOUNCES
AUTHORIZATION OF NEW $25 MILLION STOCK REPURCHASE PROGRAM
Effingham, IL, November 3, 2025 – Midland States Bancorp, Inc. (NASDAQ: MSBI) announced today that its Board of Directors has approved a new stock repurchase program that authorizes the Company to repurchase up to $25 million of its common stock. The new stock repurchase program will become effective on November 3, 2025 and expires on November 2, 2026. The Company’s most recent stock repurchase program expired on December 31, 2024.
Jeffrey G. Ludwig, President and Chief Executive Officer of the Company, said, “The announcement of this new repurchase plan reflects our confidence in the Company’s capital position, improving credit quality and our ability to support the long-term growth trajectory of the Midland franchise. We view our stock to be a compelling investment opportunity and believe that the new share repurchase program underscores our approach to capital management.”
Stock repurchases under the Company’s authorized program may be made from time to time on the open market, in privately negotiated transactions, or in any other manner that complies with applicable securities laws, at the discretion of the Company. The timing of purchases and the number of shares repurchased under the program is dependent upon a variety of factors including price, trading volume, corporate and regulatory requirements, and market conditions. The repurchase program may be suspended or discontinued at any time without prior notice.
About Midland States Bancorp, Inc.
Midland States Bancorp, Inc. is a community-based financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. As of September 30, 2025, the Company had total assets of approximately $6.91 billion, and its Wealth Management Group had assets under administration of approximately $4.36 billion. The Company provides a full range of commercial and consumer banking products and services and business equipment financing, merchant credit card services, trust and investment management, insurance and financial planning services. For additional information, visit https://www.midlandsb.com/ or https://www.linkedin.com/company/midland-states-bank.
###
CONTACTS:
Eric T. Lemke, Chief Financial Officer, at elemke@midlandsb.com or (217) 342-7321