Business Context and Reporting Period
This Form 8-K filing by Midland States Bancorp, Inc. (MSBI) is dated April 3, 2025, with the report signed on April 9, 2025. The filing addresses a regulatory compliance issue regarding the company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the status of the delayed 2024 Form 10-K filing and the resulting Nasdaq listing notice.
Material Changes and Events
- Nasdaq Delisting Notice: On April 3, 2025, the company received a notice from The Nasdaq Stock Market LLC stating it no longer complies with Listing Rule 5250(c)(1) due to the delinquent 2024 Form 10-K.
- 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.
- Compliance Timeline: The company has 60 calendar days from the notice date to submit a compliance plan. Nasdaq may grant up to 180 calendar days from the original filing due date (until September 29, 2025) to regain compliance.
Outlook, Risks, and Management Commentary
Reason for Delay: Management attributes the delay to the time required to finalize the evaluation of accounting and financial reporting for a third-party lending and servicing arrangement. This includes obtaining third-party documentation and analysis, as well as evaluating the impact on internal controls over financial reporting.
Forward-Looking Risks: The filing highlights several risks, including the possibility that the 2024 Form 10-K filing will take longer than expected, uncertainties regarding the acceptance of the compliance plan by Nasdaq, and the risk that the company may ultimately be unable to meet continued listing requirements.
Management Intent: The company intends to take necessary steps to regain compliance as soon as practicable and expects to file the 2024 Form 10-K shortly.
Investor Verification Checklist
- Verify the final filing date of the 2024 Form 10-K once submitted.
- Monitor the company's submission of a compliance plan to Nasdaq within the 60-day window.
- Review the specific accounting adjustments related to the third-party lending and servicing arrangement once disclosed in the 10-K.
- Check for any updates regarding the status of internal controls over financial reporting.
- Confirm whether Nasdaq grants the full 180-day extension or requires earlier compliance.