Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2022, Midland States Bancorp, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with, Keefe Bruyette & Woods, Inc., Raymond James & Associates, Inc. and Piper Sandler & Co., as representatives for the several underwriters named in the Underwriting Agreement (collectively, the "Underwriters"), providing for the offer and sale in a firm commitment underwritten public offering (the "Offering") of 4,600,000 depositary shares (the "Depositary Shares"), 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 per share (the "Series A Preferred Stock"), of the Company, with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share). The Underwriting Agreement includes customary representations, warranties and covenants by each of the Company and the Underwriters related to the offering. The Company also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits



Exhibit No.   Description

  1.1           Underwriting Agreement, dated as of August 17, 2022, among Midland
              States Bancorp, Inc., Keefe Bruyette & Woods, Inc., Raymond James &
              Associates, Inc. and Piper Sandler & Co., as representatives for the
              several underwriters named therein

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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