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):  October 19, 2018

Midland States Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

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.)

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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 x

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. x

Item 7.01.                                        Regulation FD Disclosure.

On October 19, 2018, Midland States Bancorp, Inc. (the “Company”) issued a press release regarding Leon J. Holschbach’s plan to retire as Chief Executive Officer of the Company on December 31, 2018, and its plan to appoint Jeffrey G. Ludwig as the Company’s next Chief Executive Officer, consistent with the Company’s previously announced management succession plan.  A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01.                                        Financial Statements and Exhibits.

(d)  Exhibits.

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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.

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Exhibit 99.1

MIDLAND STATES BANCORP, INC. ANNOUNCES

NEXT STEP IN CEO SUCCESSION PLAN

Effingham, IL, October 19, 2018 — Midland States Bancorp, Inc. (NASDAQ: MSBI) (the “Company” or “Midland”) announced today that Leon J. Holschbach will retire from his position as Chief Executive Officer of Midland States Bancorp, Inc. on December 31, 2018.  Following his retirement from the CEO position, Mr. Holschbach will continue to serve as Vice Chairman of the Board of Directors of the Company and Midland States Bank.

Consistent with the management succession plan established by the Board of Directors, upon Mr. Holschbach’s retirement, Jeffrey G. Ludwig will assume the role of Chief Executive Officer of Midland States Bancorp in addition to his current positions as President of the Company and Chief Executive Officer of Midland States Bank.

“We are extremely grateful for the leadership that Leon has provided for more than a decade,” said John M. Schultz, Chairman of the Board of the Company.  “During his time as CEO, Midland has grown to become one of the largest community banks in Illinois and the Company created tremendous value for its shareholders in the process. The past ten years have truly been transformational for Midland, including the successful completion of 13 acquisitions and the Company’s IPO in May 2016.

“Jeff Ludwig, who together with Leon was one of the chief architects of our strategic plan, has been deeply involved in all areas of our operations and has been instrumental in driving our organic and acquisitive growth.  Jeff is a proven leader who is well suited to continue building our franchise in the years ahead,” added Mr. Schultz.

“It has been my privilege to serve as CEO of Midland,” said Mr. Holschbach.  “I’m very proud of the significant value we have delivered to our shareholders over the past ten years.  Jeff Ludwig is well prepared to lead the organization and continue implementing the strategic plan we have developed.  We have also built a very deep pool of talent to carry Midland into the future, which includes Jeff Mefford, the President of our Bank, who will continue to work side-by-side with Jeff Ludwig as he has done for more than 10 years now.”

“I am excited to lead the continued growth of Midland,” said Mr. Ludwig.  “We have executed well on our strategy to expand the Bank’s core community bank and wealth management operations.  Through the continued implementation of our fundamental operating principles, we believe we can continue to grow and provide attractive returns for our shareholders.”

Mr. Ludwig joined the Company in November 2006 as Chief Financial Officer.  He was promoted to Executive Vice President of the Company in October 2010, to President of the Bank in March 2016, and then to President of the Company and Chief Executive Officer of the Bank in March 2018. He serves on the Company’s Executive Committee, Capital Management and Mergers and Acquisitions Committee, and Asset/Liability Committee.  Prior to joining the Company, Mr. Ludwig held the positions of Associate Director, Corporate Reporting, for Zimmer Holdings, Inc., a New York Stock Exchange-listed company in

Warsaw, Indiana, from 2005 to 2006; Director of Corporate Accounting for Novellus Systems, Inc., a NASDAQ-listed company in San Jose, California, from 2002 to 2005; and held various positions, including Senior Manager—Audit & Advisory Services, at KPMG LLP in its banking practice in St. Louis, Missouri, from 1993 to 2000 and in its technology practice in Mountain View, California, from 2000 to 2002. Mr. Ludwig received his B.S. in Accounting from Eastern Illinois University.

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 June 30, 2018, the Company had total assets of approximately $5.7 billion and its Wealth Management Group had assets under administration of approximately $3.2 billion.  Midland provides a full range of commercial and consumer banking products and services, business equipment financing, merchant credit card services, trust and investment management, and insurance and financial planning services. In addition, multi-family and healthcare facility FHA financing is provided through Love Funding, Midland’s non-bank subsidiary. For additional information, visit www.midlandsb.com or follow Midland on LinkedIn at https://www.linkedin.com/company/midland-states-bank.

Special Note Concerning Forward-Looking Statements

Readers should note that in addition to the historical information contained herein, this press release includes “forward-looking statements,” including but not limited to statements about the Company’s future performance.  These statements are subject to many risks and uncertainties, including changes in interest rates and other general economic, business and political conditions, including changes in the financial markets; changes in business plans as circumstances warrant; 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” or “continue,” or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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CONTACTS:

Douglas J. Tucker, Sr. V.P., Corporate Counsel, at dtucker@midlandsb.com or (217) 342-7321