Business Context and Reporting Period
Company: Midland States Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 19, 2025 (Event Date); Signed May 23, 2025
Context: The Company reported a failure to meet Nasdaq listing requirements due to the delinquency of its Annual Report (Form 10-K) for the period ended December 31, 2024, and its Quarterly Report (Form 10-Q) for the period ended March 31, 2025.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This 8-K filing addresses regulatory compliance and reporting delays rather than disclosing new financial performance data.
Material Changes and Delinquencies
- Delisting Notice: Received a notice from The Nasdaq Stock Market LLC on May 19, 2025, citing non-compliance with Listing Rule 5250(c)(1) due to late filings.
- Trading Status: The notice has no immediate effect on the listing or trading of the Company's common stock (MSBI) or depositary shares (MSBIP).
- Compliance Deadlines:
- Plan Submission: Must submit a plan to regain compliance to Nasdaq by June 2, 2025.
- Compliance Period: Nasdaq may grant up to 180 calendar days from the original 10-K due date, extending until September 29, 2025.
Outlook, Risks, and Management Commentary
Reasons for Delay: The Company is currently completing evaluations regarding:
- Accounting and financial reporting of third-party lending and servicing arrangements, including the collection and analysis of third-party documentation.
- Potential impairment of goodwill, including obtaining valuation information from third parties.
Risks and Uncertainties: Forward-looking statements indicate risks regarding the timing of the audit completion, the acceptance of the compliance plan by Nasdaq, and the possibility that the Company may be unable to meet continued listing requirements. Actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the status of the Form 10-K (2024) and Form 10-Q (Q1 2025) filings on the SEC EDGAR database.
- Monitor the submission of the compliance plan to Nasdaq by the June 2, 2025 deadline.
- Review the outcome of the third-party lending arrangement evaluation and goodwill impairment testing for potential restatements of prior financial results.
- Track any further communications from Nasdaq regarding the extension period or potential delisting.