Midland States Bancorp, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated August 19, 2025, reports a material event regarding Midland States Bancorp, Inc. (MSBI), a bank holding company incorporated in Illinois. The filing addresses a compliance issue with The Nasdaq Stock Market LLC related to the delayed submission of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2025.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and reporting delays rather than current financial performance metrics.
Material Changes and Events
- Nasdaq Non-Compliance Notice: On August 19, 2025, the Company received a notice from Nasdaq stating it does not comply with Listing Rule 5250(c)(1) due to the continued delinquency in filing its Form 10-Q for the quarter ended June 30, 2025.
- Trading Status: The notice has no immediate effect on the listing or trading of the Company's common stock (MSBI) or depositary shares (MSBIP) on the Nasdaq Global Select Market.
- Root Cause: The delay is attributed to the restatement of financial statements, which also caused delays in filing the Annual Report on Form 10-K for the year ended December 31, 2024 (filed July 1, 2025) and the Quarterly Report for the period ended March 31, 2025 (filed August 8, 2025).
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has until October 18, 2025, to submit a plan to regain compliance. Nasdaq may grant up to 180 calendar days from the original due date, extending the deadline to February 26, 2026.
- Management Intent: Management intends to take necessary steps to regain compliance as soon as practicable and plans to file the overdue Form 10-Q promptly.
- Risks and Uncertainties: The filing includes forward-looking statements regarding the anticipated timing of the Form 10-Q filing and the review of unaudited financial statements. Actual results may differ materially due to risks associated with the restatement process and regulatory review.
Investor Verification Checklist
- Verify the status of the financial statement restatement and its impact on historical financial data.
- Monitor the submission of the compliance plan to Nasdaq by the October 18, 2025 deadline.
- Track the filing date of the overdue Form 10-Q for the period ended June 30, 2025.
- Review the press release dated August 22, 2025 (Exhibit 99.1) for additional details on the Nasdaq notice.
- Assess the potential for delisting if the Company fails to regain compliance by February 26, 2026.