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United States

Securities And Exchange Commission
Washington, 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): December 6, 2022

 

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.

 

On December 6, 2022, Midland States Bancorp, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors has authorized a new share repurchase program, pursuant to which the Company will be authorized to repurchase up to $25 million of common stock during the period from January 1, 2023 through December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No. Description
99.1 Press Release of Midland States Bancorp, Inc., dated December 6, 2022
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: December 6, 2022Midland States Bancorp, Inc.
   
   
By:/s/ Eric T. Lemke
  Eric T. Lemke
  Chief Financial Officer

EdgarFiling

EXHIBIT 99.1

Midland States Bancorp, Inc. Announces Authorization of New $25 Million Stock Repurchase Program

EFFINGHAM, Ill., Dec. 06, 2022 (GLOBE NEWSWIRE) -- 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 January 1, 2023 and expires on December 31, 2023. The Company’s current stock repurchase program expires on December 31, 2022 and has approximately $18.6 million remaining under the authorization.

Jeffrey G. Ludwig, President and Chief Executive Officer of the Company, said, “With the upcoming expiration of our current stock repurchase program, we determined it was prudent to authorize a new program that will continue to provide us with the flexibility to make capital allocation decisions that we believe are in the best long-term interests of shareholders. As market conditions change, we will continue to evaluate stock repurchases on a regular basis as part of our balanced approach to capital deployment while ensuring we maintain sufficient capital to support the continued growth of the Midland franchise.”

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 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, 2022, the Company had total assets of approximately $7.81 billion, and its Wealth Management Group had assets under administration of approximately $3.45 billion. Midland 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.

Forward-Looking Statements

Readers should note that in addition to the historical information contained herein, this press release includes "forward-looking statements" within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements about the Company’s plans, objectives, goals, future financial condition and future earnings levels. These statements are subject to many risks and uncertainties, including changes in interest rates and other general economic, business and political conditions, including the effects of the COVID-19 pandemic and its potential effects on the economic environment, our customers and our operations, as well as any changes to federal, state and local government laws, regulations and orders in connection with the pandemic; changes in the financial markets; changes in business plans as circumstances warrant; risks relating to acquisitions; and other risks detailed from time to time in filings made by the Company with the Securities and Exchange Commission. Readers should note that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "will," "propose," "may," "plan," "seek," "expect," "intend," "estimate," "anticipate," "believe," "continue," or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

CONTACTS:
Douglas J. Tucker, Sr. V.P., Corporate Counsel, at dtucker@midlandsb.com or (217) 342-7566