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Midland States (NASDAQ: MSBI) CEO adds 909 ESPP shares to stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Midland States Bancorp President & CEO Jeffrey G. Ludwig acquired 909 shares of common stock through the company’s Employee Stock Purchase Plan for the calendar quarter, at a price of $19.05 per share based on the ESPP formula.

After this acquisition, he directly holds 400,568.432 common shares and has stock options covering 8,383 shares at an exercise price of $28.59 expiring on November 16, 2026, and 52,291 shares at $28.43 expiring on October 31, 2032. He also has an indirect holding of 11,569 shares through JQ Properties, for which he disclaims beneficial ownership beyond his pecuniary interest. This filing reflects routine compensation-related accumulation rather than an open-market trade.

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Insider Ludwig Jeffrey G.
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 909 $19.05 $17K
holding Option (right to buy) -- -- --
holding Option (right to buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 400,568.432 shares (Direct); Option (right to buy) — 8,383 shares (Direct); Common Stock — 11,569 shares (Indirect, JQ Properties)
Footnotes (1)
  1. Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer (ESPP). for the calendar quarter. Pursuant to the ESPP, the price used for each quarterly purchase is the lower of 90% of the fair market of the Issuers shares on the first day of the calendar quarter or the closing price of the shares on the last day of the quarter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant. These options vest in four equal annual installments beginning one year after the 10/31/2022 date of grant.
ESPP shares acquired 909 shares Common stock acquired on March 31, 2026 via ESPP
ESPP purchase price $19.05 per share Price for 909 ESPP shares for the calendar quarter
Direct common shares after 400,568.432 shares CEO’s direct common stock holdings following the ESPP acquisition
Indirect common shares 11,569 shares Common stock held through JQ Properties with beneficial ownership disclaimed
Options at $28.59 8,383 underlying shares Stock options expiring November 16, 2026, direct holding
Options at $28.43 52,291 underlying shares Stock options expiring October 31, 2032, direct holding
Employee Stock Purchase Plan financial
"Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
beneficial ownership financial
"shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Option (right to buy) financial
"These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ludwig Jeffrey G.

(Last)(First)(Middle)
1201 NETWORK CENTRE DR.

(Street)
EFFINGHAM ILLINOIS 62401

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Midland States Bancorp, Inc. [ MSBI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026A909A$19.05(1)400,568.432D
Common Stock11,569(2)IJQ Properties
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy)$28.59 (3)11/16/2026Common Stock8,3838,383D
Option (right to buy)$28.43 (4)10/31/2032Common Stock52,29152,291D
Explanation of Responses:
1. Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer (ESPP). for the calendar quarter. Pursuant to the ESPP, the price used for each quarterly purchase is the lower of 90% of the fair market of the Issuers shares on the first day of the calendar quarter or the closing price of the shares on the last day of the quarter.
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose
3. These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.
4. These options vest in four equal annual installments beginning one year after the 10/31/2022 date of grant.
Remarks:
/s/Ludwig Jeffrey G04/01/2026
/s/Nathan D. Sturycz, attorney-in-fact04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Midland States Bancorp (MSBI) CEO Jeffrey G. Ludwig acquire in this Form 4?

Jeffrey G. Ludwig acquired 909 shares of Midland States Bancorp common stock through the Employee Stock Purchase Plan. The shares were purchased for the calendar quarter at $19.05 per share, following the ESPP pricing formula tied to quarterly market prices.

How many Midland States Bancorp (MSBI) shares does the CEO hold after this transaction?

After the ESPP acquisition, the CEO directly holds 400,568.432 shares of Midland States Bancorp common stock. He also has an indirect position of 11,569 shares through JQ Properties, while disclaiming beneficial ownership except to the extent of his pecuniary interest in that entity.

Are there any stock options reported for the Midland States Bancorp (MSBI) CEO?

Yes. The Form 4 shows options on 8,383 shares with a $28.59 exercise price expiring November 16, 2026, and options on 52,291 shares at $28.43 expiring October 31, 2032. These options vest in four equal annual installments starting one year after their grant dates.

Was this Midland States Bancorp (MSBI) CEO transaction an open-market stock purchase?

No. The 909 shares were acquired under the Employee Stock Purchase Plan as a compensation-related grant or award. The ESPP uses the lower of 90% of the first-day quarter price or the closing price on the last day, rather than an ordinary open-market buy.

What does the CEO’s disclaimer of beneficial ownership mean for MSBI shares held by JQ Properties?

The CEO states he disclaims beneficial ownership of the JQ Properties shares except for his pecuniary interest. This means he does not claim full economic or voting control over all 11,569 shares, even though they are reported for Section 16 disclosure purposes in the filing.
Midland States

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