United States
Securities
And Exchange Commission
Washington, DC 20549
FORM
Current
Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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):
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| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
| The | ||
| (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) | The 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
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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 August 27, 2025, Midland States Bancorp, Inc. (the “Company”) notified holders that the Company will redeem on September 30, 2025 (the “Redemption Date”) all of the Company’s outstanding Fixed-to-Floating Rate Subordinated Notes due September 30, 2029, having an aggregate current principal amount of $50,750,000 (the “Subordinated Notes”), in accordance with the terms of the Subordinated Notes. The aggregate redemption price will be 100% of the aggregate principal amount of the Subordinated Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. The interest rate on the Subordinated Notes is currently 7.91%, equating to approximately $4.0 million of interest payable, annually.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 21E of the Exchange Act, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s planned redemption of the Subordinated Notes, as well as all statements that are not historical facts. Such forward-looking statements are subject to many risks and uncertainties, including interest rates and other general economic, business and political conditions; changes in the financial markets; changes in business plans as circumstances warrant; and the other factors identified in the Company’s most recent periodic reports and other filings with the Securities and Exchange Commission, all of which are available on the Company’s website. The Company can provide no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements. The Company does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.
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: September 2, 2025 | Midland States Bancorp, Inc. | |
| By: | /s/ Eric T. Lemke | |
| Eric T. Lemke | ||
| Chief Financial Officer | ||