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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): February 3, 2026
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 3, 2026, the Board of Directors (the “Board”) of Midland States Bancorp, Inc. (the “Company”) increased the size of the Board from ten members to eleven members and appointed James F. Deutsch as a Class II director of the Company, with a term expiring at the Company’s 2027 annual meeting of shareholders. Mr. Deutsch was also appointed to the Board of Directors of the Company’s wholly owned subsidiary, Midland States Bank.
Mr. Deutsch is a senior partner of Patriot Financial Partners, L.P. (“Patriot”), a private equity fund specializing in investments in the financial services industry and current shareholder of the Company. The Board determined it was advisable to make such appointment after considering Mr. Deutsch’s qualifications and experience, the recommendation of the Company’s Nominating and Corporate Governance Committee, the Company’s and such Committee’s criteria for directors, and applicable Nasdaq rules regarding director independence.
As a non-employee director of the Company, Mr. Deutsch will be entitled to receive the compensation payable to non-employee directors of the Company, as disclosed in its proxy statement for its 2025 annual meeting of shareholders, filed with the Securities and Exchange Commission on July 1, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Midland States Bancorp, Inc., dated February 3, 2026 | |
| 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: February 3, 2026 | MIDLAND STATES BANCORP, INC. | |
| By: | /s/ Eric T. Lemke | |
| Eric T. Lemke | ||
| Chief Financial Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
PATRIOT FINANCIAL PARTNERS, L.P. INVESTS IN MIDLAND STATES BANCORP, INC. COMMON STOCK THROUGH OPEN-MARKET PURCHASES
Effingham, IL, February 3, 2026 – Midland States Bancorp, Inc. (Nasdaq: MSBI) (the “Company”) announced today that Patriot Financial Partners, L.P. (“Patriot”) acquired a position in the Company’s common stock through open-market purchases. The Company has agreed to add James F. Deutsch to its Board of Directors effective February 3, 2026. Mr. Deutsch has also been appointed to the Board of Midland States Bank, the Company’s wholly-owned bank subsidiary.
Mr. Deutsch currently serves as a partner of Patriot, a private equity fund specializing in investments in the financial services industry and current shareholder of the Company. Prior to joining Patriot, Mr. Deutsch served as President, Chief Executive Officer and Founder of Team Capital Bank, a Pennsylvania-based community bank. Before Team Capital, he spent over 25 years in various management positions in commercial banking, investment banking, and corporate finance.
Jeffrey C. Smith, Chairman of the Company and Midland States Bank, said “We are pleased to welcome Jim to our board and to announce Patriot’s investment in our Company. Jim serves on Patriot’s Investment Committee and brings a wealth of experience in the banking industry, making him well suited to contribute to our Board.”
“Partnering with sophisticated investors who share our values and drive for shareholder return is a priority for our team,” said Jeffrey G. Ludwig, President and Chief Executive Officer of the Company. “We are excited to work with Patriot as we expand our franchise. Patriot is one of the most reputable investors in the industry and a strong cultural fit with our team. An investment from an institutional investor like Patriot affirms our strong belief in the Company’s direction and mission.”
“I am pleased and honored to be joining the other directors on the board of Midland. Midland’s management has done a great job of building a unique franchise, and I look forward to doing what I can to assist and execute on their future growth strategies,” said Mr. Deutsch.
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 December 31, 2025, the Company had total assets of approximately $6.51 billion, and its Wealth Management Group had assets under administration of approximately $4.48 billion. The Company provides a full range of commercial and consumer banking products and services, merchant credit card services, trust and investment management, insurance and financial planning services. For additional information, visit midlandsb.com or follow Midland States Bank on LinkedIn.
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CONTACTS:
Eric T. Lemke, Chief Financial Officer, at elemke@midlandsb.com or (217) 342-7321