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Midland States Bancorp (MSBI) director adds deferred stock units

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

Rhea-AI Filing Summary

Midland States Bancorp director Gerald Joseph Carlson reported equity awards rather than open-market trades. On March 31, 2026, he acquired 146.573 and 672.344 common share equivalents as grants under the 2019 long-term incentive plan and the Directors Deferred Compensation Plan (DDCP), including dividend reinvestments. Each unit represents the right to receive one share of common stock, generally payable after his service as a director ends. Following these awards, he holds 11,340.1105 common share equivalents in the DDCP and 4,000 shares of common stock directly.

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Insider Carlson Gerald Joseph
Role Director
Type Security Shares Price Value
Grant/Award Common Share Equivalent 146.573 $22.97 $3K
Grant/Award Common Share Equivalent 672.344 $22.31 $15K
holding Common Stock -- -- --
Holdings After Transaction: Common Share Equivalent — 10,667.767 shares (Direct); Common Stock — 4,000 shares (Direct)
Footnotes (1)
  1. Represents restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan and deferred under the DDCP as of the date of this form. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Vested shares will be delivered to the reporting person based on the terms of the DDCP and the reporting persons distribution elections thereunder. Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares. Common share equivalents received for dividend reinvestments fully vested on the transaction date listed above and become payable upon termination of service as a director. Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form. Each common share equivalent is the economic equivalent of one share of common stock. Common stock equivalents become payable upon the reporting persons termination of service as a director.
RSU-equivalent grant 146.573 common share equivalents Grant/award acquisition on March 31, 2026 at $22.97 per unit
Dividend reinvestment units 672.344 common share equivalents Grant/award acquisition on March 31, 2026 at $22.31 per unit
Deferred units after awards 11,340.1105 common share equivalents Common share equivalents held in DDCP as of March 31, 2026
Direct common stock holding 4,000 shares Common stock directly held after reported transactions
Grant reference price 1 $22.97 per share Attributed price for 146.573 common share equivalents
Grant reference price 2 $22.31 per share Attributed price for 672.344 common share equivalents
restricted stock units financial
"Represents restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2019 Long-term incentive plan financial
"restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan and deferred under the DDCP"
Directors Deferred Compensation Plan financial
"Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form."
common share equivalents financial
"Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends"
DDCP financial
"deferred under the DDCP as of the date of this form. Each restricted stock unit is the contingent right"
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*
Carlson Gerald Joseph

(Last)(First)(Middle)
1201 NETWORK CENTRE DRIVE

(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
Officer (give title below)Other (specify below)
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 Stock4,000D
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
Common Share Equivalent(1)03/31/2026A146.573 (3) (3)Common Stock146.573$22.97(2)10,667.7665D
Common Share Equivalent(1)03/31/2026A672.344 (3) (3)Common Stock672.344$22.3111,340.1105D
Explanation of Responses:
1. Represents restricted stock units acquired by the reporting person under the 2019 Long-term incentive plan and deferred under the DDCP as of the date of this form. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Vested shares will be delivered to the reporting person based on the terms of the DDCP and the reporting persons distribution elections thereunder.
2. Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares. Common share equivalents received for dividend reinvestments fully vested on the transaction date listed above and become payable upon termination of service as a director.
3. Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form. Each common share equivalent is the economic equivalent of one share of common stock. Common stock equivalents become payable upon the reporting persons termination of service as a director.
Remarks:
/s/Gerald Carlson04/01/2026
/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)
Midland States

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