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Item 9A. Controls and Procedures

2025-07-01 compared with 2024-02-23 · 1088 added, 49 removed, 127 unchanged (90% of the section changed)

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Evaluation of disclosure controls and procedures.

The Company’s management, including our President and

Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this report.

Based on such evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

At December 31, 2024, the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.

Based on that evaluation, both the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the identification of the material weaknesses described below.

In addition, due to certain material weaknesses described below and the resulting restatement of our financial statements as of and for the years ended December 31, 2023 and 2022, management has concluded that our disclosure controls and procedures were not effective as of March 31, 2024 and 2023, June 30, 2024 and 2023, and September 30, 2024 and 2023.

In addition, the Company has restated the impacted line items to its unaudited quarterly Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows as of and for the quarters ended March 31, 2024 and 2023, June 30, 2024 and 2023, and September 30, 2024 and 2023.

Management’s annual report on internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting.

Internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation of reliable published financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements in accordance with GAAP.

Internal control over financial reporting includes self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

Because of inherent limitations in any system of internal control, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Further, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the Company’s internal control over financial reporting as of December 31, 2023.

This assessment was based on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management asserts that the Company maintained effective internal control over financial reporting as of December 31, 2023 based on the specified criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, has been audited by Crowe LLP, the independent registered public accounting firm who also has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

Crowe LLP has issued a report on the Company’s internal control over financial reporting as of December 31, 2023, which is included in Item 8 of this Form 10-K and is incorporated into this item by reference.

Changes in internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

An effective internal control system can provide only reasonable assurance with respect to financial statement preparation.

Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

There are inherent limitations in any internal control over financial reporting, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of circumvention or overriding of controls.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), was not effective as of December 31, 2024 , due to certain material weaknesses described below.

In addition, due to the material weaknesses described below and the resulting restatement of our financial statements as of and for the years ended December 31, 2023 and 2022, management has concluded that our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), was also ineffective as of December 31, 2023 and 2022.

A material weakness exists when there is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the preparation of our audited financial statements as of and for the year ended December 31, 2024, management identified the following material weaknesses, individually or in the aggregate:

• The Company did not design and maintain controls to assess the risk of material misstatement with contracts related to non-routine transactions.

• The Company did not design and maintain an effective internal control activities for evaluating the accounting and financial reporting related to third-party credit enhancement contracts.

• The Company did not design and maintain effective internal controls over loan data, including the activities performed by certain third-party service organizations that perform core lending functions.

The loan data control deficiencies

affect the allowance for credit losses, loan balances, accrued interest, interest income, servicing fees, and the fair value of the credit enhancement derivative.

As a result, certain amounts included in interest income, non-interest income and non-interest expense, and the related balance sheet accounts were not recognized in accordance with U.S.

generally accepted accounting principles, which required a restatement of the financial statements for the years ended December 31, 2023 and 2022 and the interim quarterly periods in 2024 and 2023.

Remediation Plan.

Since identifying the material weaknesses described herein, management, under the oversight of the Audit Committee has committed to remediate these deficiencies.

The remediation efforts include implementing controls to:

• The Company will implement a more formal risk assessment process and revise our monitoring programs relating to financial accounting and reporting for non-routine transactions, providing for additional documentation of internal controls.

• The Company will enhance internal control training, including focus on risk assessment, design, monitoring, and documentation with regards to non-routine transactions.

• The Company will evaluate and enhance its control implementation policies and procedures that requires review for identification of non-standard terms, embedded derivatives, guarantees, or variable features before contract execution, and the use of a GAAP assessment checklist and documented technical memorandum for every non-routine contract.

• The Company engaged a third-party accounting advisor to address technical accounting transactions, assist in the evaluation of contracts related to non-routine transactions, and other related accounting analysis.

• The Company will implement formal accounting policies that define required analyses for guarantees or variable-rate features, including derivative identification and balance sheet and income statement presentation.

• The Company will implement a formal internal control process over the review of loan data provided by certain third-party service organizations that perform core lending functions to include enhancing controls over data interfaces, reconciliations, and review procedures for loan data, mapping loan data flows, assigning control ownership, and implementing exception reporting.

While we expect that the implementation of these controls will address the material weaknesses, management continues to evaluate the effectiveness of the remedial actions on an ongoing basis.

Crowe LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, and their report is included in Item 8.

Financial Statements and Supplementary Data.

Changes in internal control over financial reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

During the first quarter of 2025, Management determined that a triggering event had occurred at its Banking reporting unit as a result of further deteriorated credit quality coupled with the trends in the stock price.

The Company performed a quantitative impairment test on its Banking reporting unit as of March 31, 2025, and engaged a third-party service provider to assist Management with the determination of the fair value.

The resulting calculation indicated that the carrying amount exceeded the fair value of the Company's Banking reporting unit.

As a result of the assessment, the Company expects to recognize goodwill impairment expense between $135.0 million and $154.0 million in the first quarter of 2025.

This non-cash impairment expense will not impact our regulatory capital ratios, tangible common equity ratio nor our liquidity position, and will not result in future cash expenditures.

During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item can be found in the sections titled “Proposal 1 – Election of Directors,” “Security Ownership of Certain Beneficial Owners,” and “Corporate Governance and the Board of Directors” appearing in the Company’s Proxy Statement for the 2024 annual meeting of shareholders to be filed within 120 days after December 31, 2023, which information is incorporated herein by reference.

The Company’s directors are divided into three classes having staggered terms of three years.

Set forth below is information concerning the directors:

Name Age Position with the Company Director Since

Class I Jennifer L.

DiMotta 51 Director 2018

Term expires 2026 Jeffrey G.

Ludwig 54 President, Chief Executive Officer and Director 2019

Ramos 62 Director 2012

Smith 64 Chairman of the Board 2005

Class II Gerald J.

Carlson 66 Director 2024

Term expires 2027 Travis J.

Franklin 48 Director 2024

Schultz 61 Director 2002

Dean Bingham 61 Director 2020

Term expires 2025 Jerry L.

McDaniel 60 Director 2012

McDonnell 62 Director 2015

Each of our directors will hold office until the annual meeting of shareholders in the year indicated, or until their earlier resignation or removal.

There are no arrangements or understandings with any of the directors pursuant to which they have been selected directors.

The business experience of each director, as well as their qualifications to serve on the board, is set forth below.

Unless otherwise noted, directors have been employed in their principal occupation with the same organization for at least the last five years.

Other than as described below, no director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers.

Smith serves as the Chairman of the Company, a position he has held since 2020.

He is a Principal and Managing Partner of Walters Golf Management, a golf club management company headquartered in St.

Louis, Missouri, which manages a number of properties and offers turnkey management, construction management, acquisition, consulting, agronomics and remodeling/redecorating services.

The company also has a revenue management business assisting facilities to improve annual green fee income through innovative software systems and methodologies.

He has been with Walters Golf Management Group since 1996 and also serves on two not-for-profit philanthropic boards, The Greater St.

Louis Golf Charities, and the Metropolitan Golf Foundation.

Smith received his B.S.

in Education from the University of Missouri.

Our board considered Mr.

Smith’s business experience, his management experience as the managing partner of a business and his knowledge of the business community in our St.

Louis market area in determining that he should be a member of our board.

Ludwig serves as President and Chief Executive Officer of the Company, positions he has held since March 2018 and January 2019, respectively, and as Chief Executive Officer of the Bank since March 2018.

Prior to those appointments, Mr.

Ludwig served as Executive Vice President of the Company and the Bank since 2010, and also as Chief Financial Officer of the Company and the Bank from November 2006, when he joined the Company and the Bank, through November 2016 and from October 2017 until March 2018.

Ludwig also previously served as President of the Bank from November 2016 until he was promoted to Chief Executive Officer of the Bank in March 2018.

He serves on the Company’s Executive Committee.

Prior to joining the Company, Mr.

Ludwig held the positions of Associate Director, Corporate Reporting, for Zimmer Holdings, Inc., an NYSE-listed company in Warsaw, Indiana, from 2005 to 2006;

Director of Corporate Accounting for Novellus Systems, Inc., a Nasdaq-listed company in San Jose, California, from 2002 to 2005;

and various positions, including Senior Manager—Audit & Advisory Services, for KPMG LLP in its banking practice in St.

Louis, Missouri, from 1993 to 2000 and in its technology practice in Mountain View, California, from 2000 to 2002.

In addition to his positions at the Company, Mr.

Ludwig serves as a member of the Federal Advisory Council of the Board of Governors of the Federal Reserve System.

Ludwig received his B.S.

in Accounting from Eastern Illinois University.

Our board considered

Ludwig’s positions as President and Chief Executive Officer of the Company, his experience in executive officer roles within the Bank, and his long-standing relationships within the business community in determining that he should be a member of our board.

Dean Bingham .

Bingham has served on the board of directors of the Bank since 2018 and joined the board of directors of the Company in 2020.

Since 1994, Mr.

Bingham has served as President, and then Chief Executive Officer of Agracel, Inc., an industrial developer of facilities for manufacturing and high-tech entities in small to midsized communities.

Throughout his career, Mr.

Bingham has been directly involved with the development of over 25 million square feet of industrial projects on long term leases, focused primarily in tertiary markets with an emphasis on manufacturing.

Bingham received his B.S.

in Industrial Engineering from the University of Illinois.

Our board considered Mr.

Bingham’s business experience, his management experience as the President of a business and his knowledge of the business community in determining that he should be a member of our board.

Carlson joined the Company’s board of directors in February 2024 and serves as Chair of our Audit Committee.

He previously served as Managing Partner of KPMG for the firm’s Washington, D.C.

metropolitan and Chesapeake regions, a position he held from 2013 until his retirement in 2019.

Prior to that, Mr.

Carlson served as Managing Partner of KPMG’s St.

Louis office, which position he held since 2008.

Throughout his career, Mr.

Carlson served as an audit partner and advisor to private and publicly held clients, including a number of Fortune 500 companies.

As a Managing Partner of KPMG, Mr.

Carlson was responsible for leading a culture of ethics and integrity, developing marketplace strategies for growth, overseeing high-quality client service, attracting and retaining key resources and representing KPMG in the marketplace.

Carlson has served on the boards of many organizations, including currently serving on the boards of two private equity backed companies, the Great Rivers Greenway Foundation, Connected DMV, and the Dean’s Advisory Board of the Robert S.

Trulaske School of Business at the University of Missouri—Columbia.

He previously served on the boards of the Greater Washington Board of Trade, the Regional Business Council, and Catholic Charities of the Archdiocese of St.

Louis, among others.

Carlson holds a B.A.

in Accounting and a Master’s Degree in Accounting from University of Missouri—Columbia.

Our board considered Mr.

Carlson’s business and leadership experience as a managing partner of a professional services and audit firm, his experience with both public and private sectors, his knowledge of corporate governance and his accounting experience in determining that he should be a member of our board.

DiMotta serves as the Chief Digital Officer at Rush Recommerce, LLC.

In addition, she is President of DiMotta International LLC (DI), an international consulting firm focusing on digital transformation, leadership training and building aggressive sales growth, a position she has held since 2020.

Prior to DI, she served as Executive Vice President and Chief Marketing Digital Officer of MediaMarktSaturn, Europe’s largest consumer electronics retailer, from 2019 to 2020.

Prior to joining MediaMarkt in 2019, she was President of DiMotta Consulting LLC, a strategic eCommerce and digital marketing consulting firm, which she founded in 2017.

Prior to launching her consulting business, Mrs.

DiMotta served as Vice President Digital and Omnichannel of Bluemercury Inc., a cosmetics retailer, beginning in 2015, as Vice President eCommerce of Sports Authority, Inc., a sporting goods retailer, beginning in 2013, and as Senior Director of eCommerce of Office Depot, beginning in 2012, where she was responsible for developing those companies’ eCommerce and digital marketing efforts.

DiMotta holds a B.A.

in Criminal Justice from the University of Nebraska, and a Master’s Degree in Leadership from Bellevue University.

Our board considered Mrs.

DiMotta’s more than 20 years’ experience in leadership and management, business development, and information technology, including omnichannel strategies, in determining that she should be a member of our board.

Franklin is the Executive Vice President and Chief Financial Officer of Heartland Dental, LLC, a leading dental support organization that provides operational support to dental practices nationwide, a position he has held since 2016.

Prior to joining Heartland Dental he served as Chief Investment Officer for a family office.

Franklin holds a B.S.

in Business Management and an M.B.A.

from Eastern Illinois University.

Our board considered Mr.

Franklin’s business and leadership experience as a chief financial officer of a large private company and his accounting experience in determining that he should be a member of our board.

McDaniel, who serves as Chair of our Nominating and Corporate Governance Committee, is President of Superior Fuels, Inc., whose principal business was the wholesale supply of propane and petroleum products prior to the sale of these business lines and which now holds various real estate investments, a position he has held since 2007, and President of Dirtbuster Carwash LLC, which operates carwashes in Southern Illinois and Indiana.

In addition to his ownership of these businesses, Mr.

McDaniel is a principal in other businesses, including real estate development.

McDaniel is a licensed pilot and previously served on the board of the Southeastern Illinois Community Foundation from 2013 to 2020.

Prior to joining our board, Mr.

McDaniel served as a director of another local community bank.

Our board considered Mr.

McDaniel’s experience in starting and running several local businesses, his broad investment experience and his prior service as a director of a community bank in determining that he should be a member of our board.

McDonnell is Chief Executive Officer of J&J Management Services, Inc., a private management company, a position he has held since 2012, and prior to that as President and Chief Compliance Officer since 1997.

He also serves on the board of The Center for Emerging Technologies, a non-profit technology incubator.

Prior to Midland’s acquisition of Heartland Bank in December 2014, Mr.

McDonnell was a director of Heartland Bank and its parent company, Love Savings Holding Company.

McDonnell holds a B.A.

in Economics from Princeton University, an M.B.A.

from the University of Michigan and a certification as a Chartered Financial Analyst.

Our board considered Mr.

McDonnell’s service on the boards of Love Savings Holding Company and Heartland Bank and his other business experience in determining that he should be a member of our board.

Ramos, who serves as Chair of our Compensation Committee, is Senior Vice President, Chief Financial Officer of Maritz Development, operating unit of Maritz Holdings, Inc., headquartered in St.

Louis, Missouri.

Prior to this position, Mr.

Ramos was the Executive Vice President of Maritz Holdings, Inc.

Maritz specializes in the design and development of incentive, reward and loyalty programs focused on improving workforce quality and customer satisfaction.

He has been with Maritz since 2000.

Prior to joining Maritz, Mr.

Ramos served as Chief Financial Officer for Purcell Tire and Rubber Company, practiced corporate law at the firm of Blumenfeld, Kaplan and Sandweiss in St.

Louis, and was a senior manager at KPMG LLP.

He received his B.S.

in Business Administration from the University of Missouri in St.

Louis and his J.D.

Louis University School of Law.

Ramos is a Certified Public Accountant (inactive) and a member of the Missouri Bar.

Our board considered Mr.

Ramos’s experience as a chief financial officer and board member and his accounting acumen in determining that he should be a member of our board.

Ramos also serves as a member of the Audit Committee of our Board of Directors, and our Board of Directors has determined that he qualifies as an “audit committee financial expert” under applicable SEC rules.

Schultz serves as Managing Partner of the J.M.

Schultz Investment, L.L.C., a private family office.

He has been with this organization since 1989.

Since 1996, he also has served as Chairman of the Board of Directors of AKRA Builders Inc., a multi-state construction, design-build and project management firm headquartered in Teutopolis, Illinois.

Prior to joining the Company’s board of directors, he served on the board of directors of Prime Banc Corp.

and First National Bank of Dieterich.

He also serves as a founding board member of national, state and regional non-profit organizations focused on social services and student education.

Schultz received his B.S.

in Finance from the University of Illinois and a J.D.

from the University of Notre Dame Law School.

Our board considered Mr.

Schultz’s business and investment experience, his experience as a director of other community banks, and his knowledge of the business community in our central Illinois market area in determining that he should be a member of our board.

The business experience for each of our executive officers not discussed above is as follows:

Mefford, age 60, serves as Executive Vice President of the Company and President of the Bank, positions he has held since March 2018.

He has been with the Bank since 2003, and prior to his appointment as Executive Vice President of the Company and President of the Bank, he served as the Bank’s Executive Vice President—Banking since October 2010.

Prior to serving as Executive Vice President—Banking, Mr.

Mefford served as the Bank’s Illinois Region Market President, responsible for the banking offices in our central Illinois market.

Prior to joining the Bank, Mr.

Mefford held the position of President and Chief Executive Officer of Farmers State Bank of Camp Point in Camp Point, Illinois, from 2000 to 2003.

Mefford received his B.S.

in Business Administration from Illinois College and his M.B.A.

from William Woods University.

Lemke, age 56, CPA (inactive), serves as Chief Financial Officer of the Company and the Bank, having been promoted to those positions in November 2019.

Prior to his appointment as Chief Financial Officer, Mr.

Lemke, who has been with the Company since 2018, served as Director of Assurance and Audit.

Immediately prior to joining the Company, he was the Chief Financial Officer of Metropolitan Capital Bancorp, Inc.

and Metropolitan Capital Bank & Trust, its banking subsidiary, since July 2017.

Prior to that he was a partner in the Financial Services Practice of RSM US LLP, having first joined RSM in 1993.

Lemke holds a B.S.

in Accounting from Olivet Nazarene University in Bourbonnais, Illinois, and is a member of the American Institute of Certified Public Accountants.

Casey, age 53, serves as the Bank’s Senior Vice President and Chief Risk Officer, a position he has held since May 2023.

Prior to joining the Bank, Mr.

Casey was the Managing Director, Global Head of Credit Portfolio Management (Integrated Supply and Trading) at BP plc from 2009 to 2023.

He also held positions at ABN AMRO Bank N.V./ LaSalle Bank, N.A., as Managing Director, Portfolio Strategist and Global Head of Markets (Group Treasury) from 2004 to 2009, and Bank One, N.A.

as Director, Credit Portfolio Group from 2002 to 2004.

Casey received his B.S.

in Finance from Eastern Illinois University and his M.B.A.

Xavier University, Graham School of Management.

Audit Committee

Our Audit Committee currently consists of Gerald J.

Carlson (Chair), Jerry L.

McDaniel, Jeffrey M.

McDonnell and Richard T.

Our board of directors has evaluated the independence of the members of our Audit Committee and has affirmatively determined that:

(i) each of the members of our Audit Committee meets the definition of “independent director” under Nasdaq Stock Market rules;

(ii) each of the members satisfies the additional independence standards under Nasdaq Stock Market rules and applicable SEC rules for audit committee service;

and (iii) each of the members has the ability to read and understand fundamental financial statements.

Delinquent Section 16(a) Reports

We are not aware of any failure to comply with the filing requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, by any of our directors, executive officers or 10% shareholders during the fiscal year ended December 31, 2024, except for the late filing by Mr.

Carlson of a Form 4 with respect to one transaction.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics in place that applies to all of our directors and employees.

The code sets forth the standard of ethics that we expect all of our directors and employees to follow.

Our code of business conduct and ethics is available on our website at www.midlandsb.com under “Investors—Corporate Governance—Governance Highlights.” In accordance with SEC rules, we intend to disclose on the “Investors” section of our website any amendments to the code, or any waivers of its requirements, that apply to our executive officers to the extent such disclosure is required.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale or other dispositions of our securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the Nasdaq Stock Market.

ITEM 11 – EXECUTIVE COMPENSATION

The information required by this item can be found in the sections titled “Compensation Discussion and Analysis,” “Executive Compensation,” “Corporate Governance and the Board of Directors” and “Compensation Committee Report” appearing in the Company’s Proxy Statement for the 2024 annual meeting of shareholders to be filed within 120 days after December 31, 2023, which information is incorporated herein by reference.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below.

This CD&A also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2024.

Name Position

Ludwig President and Chief Executive Officer

Mefford Executive Vice President and President of the Bank

Lemke Chief Financial Officer

Senior Vice President and Corporate Counsel

Casey Chief Risk Officer of the Bank

(1) On January 3, 2025, Douglas J.

Tucker retired from his position as Senior Vice President and Corporate Counsel of the Company.

Executive Summary

2024 Compensation Highlights

We compensate our NEOs with a combination of base salary, annual cash incentive bonuses, long-term equity incentive awards, and other benefits, including perquisites.

Our executive compensation program is designed to attract, retain and motivate qualified and talented executives to achieve our short- and long-term business goals and create shareholder value.

Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal year 2024:

• Base Salaries.

The Compensation Committee approved base salary increases for 2024 ranging between 2.2% and 13.3%.

See “2024 Executive Compensation Program in Detail” within this CD&A section for more information.

• Annual Cash Incentive Bonuses .

Based on the circumstances that drove our 2024 performance results, the Compensation Committee approved award payouts at 27% of target under the Company’s Corporate Bonus Plan.

See “2024 Executive Compensation Program in Detail” within this CD&A section for more information.

• Long-Term Equity Incentive Awards .

The Compensation Committee granted equity awards using 100% restricted stock, which are subject to four-year vesting schedules.

Compensation Best Practices

Our Compensation Committee considers it important to design our compensation program in accordance with best practices for public companies, while continuing to be able to recruit and retain superior executive talent.

What We Do What We Do Not Do

Use performance-based incentives as a significant portion of our NEOs’ total compensation

Provide tax gross-ups, except for those available to all employees generally

Use peer group benchmarking to inform compensation decisions Include walk-away severance payments or single-trigger cash payments upon a change in control

Condition short-term incentive-based compensation on key performance metrics (adjusted earnings per share, adjusted pre-tax pre-provision income and adjusted revenue) Provide single-trigger vesting of equity awards in change of control transactions for awards granted during 2020 and thereafter under our 2019 Long-Term Incentive Plan

Condition annual long-term incentives on four-year equal tranche vesting Re-price equity awards without prior shareholder approval

Have a clawback policy for incentive compensation that is compliant with SEC and NASDAQ rules Allow hedging of Company stock

Have stock ownership guidelines for executives and directors No liberal change in control definition in individual contracts or equity plans and no unspecified treatment of equity awards in the event of a change in control

Provide for severance payments only upon an involuntary termination of employment where the termination was without cause or for “good reason” (whether or not such termination is in connection with a change in control) Offer any executive pension plans

Conduct an annual risk-based assessment of our compensation program Have employment agreements that provide for guaranteed salary increases, cash incentive bonuses, or equity incentive compensation

Prior Year’s Say-on-Pay Vote

At the Company’s 2024 annual meeting of shareholders, the nonbinding, advisory proposal to approve the compensation of certain executive officers received the approval of approximately 97% of the shares having voting power and present at the meeting.

The Company, the board of directors and the Compensation Committee pay careful attention to communications received from shareholders regarding executive compensation, including the nonbinding, advisory vote and believe that the vote reflects our shareholders’ support of our compensation philosophy and the manner in which we compensate our NEOs.

The Compensation Committee generally considered the strong support for the advisory vote on executive compensation as part of its evaluation of the 2024 compensation program.

We will continue to review, evaluate and modify the structure and design of our program to meet its objectives, promote strategic growth, increase value for our shareholders, and maintain a competitive executive compensation package in relation to our peers.

What Guides Our Program

Compensation Philosophy and Objectives

We strive to be among the top performing community banks in the nation.

While our operations are primarily located in Illinois and the St.

Louis metropolitan area in Missouri, we measure our performance on both a local and national level.

Our compensation philosophy reflects this vision and strategy.

We structure our executive compensation program to align our NEOs’ compensation with both our short-term and long-term business objectives and the creation of shareholder value.

By doing so, our executive compensation program enables us to attract, retain, and motivate executive officers who contribute to our financial performance and success.

In particular, we do the following:

• use short-term performance-based incentives, which are conditioned on the achievement of certain adjusted earnings per share, adjusted pre-tax pre-provision income and adjusted revenue targets and focus our executive team on sustaining top-level performance of the Company, as a meaningful portion of our NEOs’ total compensation;

• provide long-term equity incentive awards that focus our executive team on creating long-term value for our shareholders and incentivize long-term executive retention;

• ensure a sufficient base level of annual salary in both strong and weak economic markets to attract and retain national-level executive talent;

• conduct, through our Risk Management Department, an annual risk-based assessment of our compensation program to help ensure our overall compensation program is designed to incentivize long-term shareholder growth without incentivizing short-term risk taking.

In evaluating our compensation packages, the Compensation Committee is mindful of the need to compete for national-level executive talent and attract talent to Effingham, Illinois, the location of our corporate headquarters.

In this endeavor, one of our challenges has been persuading top-level talent to relocate to, often from major metropolitan areas, and remain in Effingham, which is a town of slightly more than 12,000 people situated approximately two hours from St.

Louis, Missouri and Indianapolis, Indiana.

As a result, our executive compensation program offers compensation packages that are competitive with those offered by our peers, regardless of locality.

While the Compensation Committee considers the pay practices of our peers as one of many factors in establishing our executive compensation programs, it does not set compensation at a specific percentile of our peers.

As discussed in more detail below, the Compensation Committee has established a selective group of peers with the assistance of our independent compensation consultant.

Elements of Compensation

Our compensation philosophy is supported by the following principal elements of compensation:

Pay Element How It’s Paid Purpose

Base Salary Cash (Fixed) Provide competitive and consistent compensation relative to similar positions in the market and enable the Company to attract and retain critical executive talent.

Annual Incentives Cash (Variable) Reward executive officers for delivering on annual strategic objectives.

Long-Term Incentives Equity (Variable) Provide incentives for our NEOs to create shareholder value and retain our NEOs through long-term vesting.

The charts below show the target annual total direct compensation of our CEO and our other NEOs for fiscal 2024.

These charts illustrate that a meaningful portion of executive compensation is variable (58% for our CEO and an average of 50% for our other NEOs).

The Decision-Making Process

The Role of the Compensation Committee.

The Compensation Committee oversees the executive compensation program for our NEOs.

The Compensation Committee is comprised of independent, non-employee members of the Board.

The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year.

Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at www.midlandsb.com under “Investors — Corporate Governance — Governance Highlights.”

Role of Executive Officers.

None of our NEOs participates in or makes recommendations with respect to the determination of their own compensation.

The Compensation Committee is responsible for all compensation decisions affecting our Chief Executive Officer.

Additionally, the Compensation Committee sets the terms of the performance-based annual cash incentive bonuses and long-term equity incentive awards for all our NEOs and determines the actual payouts of such bonuses and awards.

Our Chief Executive Officer recommends salary adjustments for the other NEOs, which the Compensation Committee reviews prior to adjustments becoming effective.

Use of Independent Consultants.

The Compensation Committee has authority to retain, at the Company’s expense, outside counsel, experts, compensation consultants and other advisors, as needed.

For 2024, the Compensation Committee retained Pearl Meyer & Partners, LLC as an independent compensation consultant to advise it on compensation matters.

In 2024, Pearl Meyer’s specific services to the Compensation Committee included reviewing and updating, as appropriate, our compensation philosophy;

reviewing potential risks associated with our compensation programs;

analyzing our NEO and director compensation levels, including based on our peer group;

and analyzing our equity utilization.

Pearl Meyer also provided reports to the Compensation Committee on market compensation trends and developments.

In its engagement of Pearl Meyer, the Compensation Committee considered the independence of its compensation advisor under applicable SEC and Nasdaq listing rules and concluded there was no conflict of interest with respect to their engagement.

The Role of Peer Group Companies.

The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies.

Our peer group established in 2023 was the result of a comprehensive and in-depth assessment by the Compensation Committee, conducted with the support of Pearl Meyer.

This evaluation carefully examined the appropriateness of the companies included, ensuring they accurately reflected the Bank’s size, scope, and market position.

The assessment also incorporated a review of the broader marketplace to identify any necessary additions or removals, resulting in significant and appropriate changes to the peer group for 2023.

We reviewed our peer group again in 2024 and retained our 2023 peer group for 2024 compensation decisions.

Our peer group companies for 2024 were as follows:

City Holding Company First Merchants Corporation Park National Corporation

Community Trust Bancorp, Inc.

German American Bancorp, Inc.

Peoples Bancorp Inc.

Enterprise Financial Services Corp Horizon Bancorp, Inc.

QCR Holdings, Inc.

FB Financial Corporation Independent Bank Corporation (MI) S&T Bancorp, Inc.

First Bancorp Lakeland Financial Corporation Sandy Spring Bancorp, Inc.

First Busey Corporation Northwest Bancshares, Inc.

Tompkins Financial Corporation

First Commonwealth Financial Corp Origin Bancorp, Inc.

It is important to note that this peer group and other market data provided by Pearl Meyer is not the sole determinant in setting pay levels for our NEOs.

The Compensation Committee also considers Company and individual performance and the nature of an individual’s role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions.

2024 Executive Compensation Program in Detail

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent.

The Compensation Committee reviews and approves the base salaries of our NEOs and sets the compensation of our Chief Executive Officer.

In setting the base salary of each NEO, the Compensation Committee relies on market data provided annually by our independent compensation consultant and survey data from industry resources.

Salary levels are typically considered annually as part of our executive compensation review process and upon a promotion or other change in job responsibility.

After the Compensation Committee’s annual NEO base salary review, it approved the following base salary increases for 2024, reflecting individual performance, market benchmarking, and the Company’s overall performance.

While the base salary increases for most NEOs averaged approximately 3%, Messrs.

Mefford and Lemke received more significant increases to improve their competitive pay positioning relative to the market.

The table below states the base salaries for our NEOs in 2023 and 2024.

Name 2023 Base Salary 2024 Base Salary Increase

Ludwig $ 721,000 $ 749,800 4.0 %

Mefford 463,500 525,000 13.3 %

Tucker 391,400 400,000 2.2 %

Lemke 405,020 437,400 8.0 %

Casey 325,000 334,800 3.0 %

Annual Cash Incentive Bonus — Corporate Bonus Plan

The Compensation Committee believes that performance-based compensation can and should incentivize our NEOs to drive the Company’s growth, balanced with the assumption of reasonable risk.

Accordingly, we account for several performance- and risk-based metrics in their annual cash incentive bonuses.

Annual cash incentive bonuses may be earned in accordance with the terms of the Company’s Corporate Bonus Plan (the “Bonus Plan”).

Actual payouts depend on the achievement of pre-determined financial performance objectives and can range from 0% to a cap of 150% of target award amounts.

Target annual award opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and their ability to impact the Company’s overall financial results.

To emphasize corporate performance, 100% of the bonus opportunities available to our NEOs are conditioned on Company performance.

On a year-by-year basis, the Compensation Committee structures the Bonus Plan by selecting and weighting annual financial goals under which bonuses may be earned.

In accordance with the weighting assigned by the Compensation Committee, our NEOs are eligible to earn a portion of their target cash incentive bonuses if the Company attains a sufficient level of performance for a particular metric.

If we fail to attain more than 90% of the target performance goal for any performance metric, our NEOs earn no amount of their target bonuses subject to such metric.

If we achieve greater than 90%

but less than 100% of the target performance goal for any performance metric, our NEOs earn between 50% and 100% of the amount of their target bonuses subject to such metric, with actual payouts determined based on a sliding scale.

If we achieve above 100% of a performance goal, the NEOs will earn an increased percentage of the amount of their target bonuses.

In addition, annual bonuses are subject to partial reduction or forfeiture if certain risk-based capital and asset quality metrics are not maintained, including specified levels for the Bank’s Tier 1 leverage ratio and the Company’s ratio of nonperforming assets to total assets.

The NEOs may later earn restoration bonuses following a reduction or forfeiture if the Compensation Committee determines that the deficiencies in the risk-based metrics have been timely cured.

Annual cash incentive bonuses are based on the level of achievement of financial metrics selected by the Compensation Committee for the respective year.

The annual cash incentive bonuses for our NEOs in 2024 were based upon the following Company performance metrics:

• Adjusted Earnings Per Share — 35% of the annual cash incentive bonus was based upon achieving a specified earnings per share goal for the year, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt (“Adjusted EPS”).

• Adjusted Pre-Tax, Pre-Provision Income — 35% of the annual cash incentive bonus was based upon achieving a specified pre-tax, pre-provision income goal for the year, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt (“Adjusted PTPP Income”).

• Adjusted Revenue — 30% of the annual cash incentive bonus was based upon achieving a specified revenue goal for the year, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt (“Adjusted Revenue”).

The table below summarizes the components and results of the Bonus Plan for our NEOs for the 2024 fiscal year.

(dollars in thousands, except per share data) Metric Weight Threshold Goal Target Goal Actual Result (1)

Percent Attained Payout Percentage

Adjusted EPS 35 % $2.84 3.15 ($1.05) — % — %

Adjusted PTPP Income 35 % $111,761 124,179 $106,306 85.61 % — %

Adjusted Revenue 30 % $275,815 306,461 $299,568 97.75 % 90 %

Total Payout 27 %

(1) The amounts reported in the Actual Result column were considered by the Compensation Committee in determining annual cash incentive bonuses in early 2025, which was prior to the identification of errors in the Company’s unaudited financial statements for the year ended December 31, 2024, but these amounts do not reflect the subsequent correction of such errors, as reflected in the Company’s audited consolidated financial statements for the year ended December 31, 2024.

As required by the Company’s Clawback Policy, the Audit Committee will conduct a recovery analysis of incentive-based compensation received by the Company’s executive officers during the relevant recovery period, including the cash incentive bonuses in respect of the year ended December 31, 2024, based on the corrected actual results.

The Compensation Committee oversees performance throughout the fiscal year, evaluating progress against set objectives, and has the discretion to consider adjustments for exceptional items that may distort the assessment of normal operating performance, such as costs related to restructuring, acquisitions, legal matters, and pandemic-related impacts.

These adjustments aim to maintain fairness to both participants and shareholders, while also fostering actions that promote the long-term health of the business and align with predetermined performance goals.

In light of challenging credit issues, the Company undertook strategic restructuring efforts in 2024.

This included the one-time sales of certain non-core consumer loan portfolios as well as certain downgrades, charge-offs, and reserves in the Specialty Finance and Midland Equipment Finance portfolios.

While these actions temporarily impacted earnings per share, PTPP income, and revenue, they are anticipated to reduce credit risk over the long term.

Based upon Company performance and the resulting metrics, the Compensation Committee approved bonus payouts at 27% of the target for the fiscal year.

The table below summarizes the annual cash incentive bonus targets and actual payouts for each NEO for the 2024 fiscal year.

Name 2024 Target

(% of Salary) Actual Bonus (% of Salary) Actual Bonus

Ludwig 65% 17.55% $ 130,233

Mefford 60% 16.2% 82,223

Tucker 40% 10.8% 42,950

Lemke 40% 10.8% 46,299

Casey 40% 8.1% 35,870

Long-Term Equity Incentive Awards

The Compensation Committee believes that equity awards serve to align each officer’s interests with those of our shareholders.

The equity awards held by our NEOs and reflected in the compensation tables below all relate to awards made under our 2019 Long-Term Incentive Plan (the “2019 LTIP”) or its predecessor plans.

The Compensation Committee typically grants equity awards to each NEO at the time the individual is hired and, thereafter, on an annual basis as part of our overall executive compensation program.

The Compensation Committee grants equity awards to encourage our NEOs to stay with, and maximize the performance of, the Company over the long term and to discourage excessive focus on short-term metrics at the expense of the long-term health of the organization.

For 2024, the Compensation Committee granted equity awards using 100% restricted stock as follows:

Name Shares of Restricted Stock Per Share Fair Value Actual Grant Date Fair Value

Ludwig 20,110 $ 27.96 $ 562,276

Mefford 12,200 27.96 341,112

Tucker 7,150 27.96 199,914

Lemke 7,820 27.96 218,647

Casey 5,390 27.96 150,704

Each grant of restricted stock awards vests annually in equal portions on the first four anniversaries of the grant date, assuming the executive’s employment has not previously terminated.

Each grant also vests in full upon an involuntary termination in connection with a change in control of the Company or the NEO’s termination of employment due to death or disability.

The grant date fair value of the restricted stock awards in 2024 was determined based on a share price of $27.96, the closing share price of the Company’s common stock as of the trading day immediately prior to the date of grant.

Other Practices, Policies & Guidelines

Stock Ownership Guidelines

The Board believes that executive officers and directors of the Company should own and hold MSBI common stock ( “MSBI Stock” ) to further align their interests with the long-term interests of Company shareholders and further promote the Company’s commitment to sound corporate governance.

Effective January 1, 2024, the guidelines are as follows:

Title Guideline

CEO 3x base salary

Other Section 16 Officers 2x base salary

Directors 5x cash retainer

Shares owned outright by the executive officer/director or his or her immediate family members residing in the same household;

shares held in trust for the benefit of the executive officer/director or his or her immediate family members residing in the same household;

vested and unvested restricted stock awards;

and vested deferred stock units, restricted stock units or performance share units that may only be settled in shares all count toward meeting the guidelines.

Executives and directors are expected to reach the required ownership level within five years of their appointment or election to their respective roles.

Unless an executive or director has satisfied his or her applicable guideline level, until the guideline level is satisfied, they are required to retain an amount equal to 25% of the shares of MSBI Stock (or net shares where applicable) received as the result of the exercise, vesting or payment of any MSBI equity awards.

The Company will regularly review and report on compliance with these Guidelines, and adjustments to the Guideline levels may be made as necessary to reflect changes in executive/director compensation or Company performance.

As of December 31, 2024, each of the NEOs was in compliance with the guidelines.

Clawback Policy

On November 6, 2023, our Board adopted a clawback policy in accordance with Securities and Exchange Commission rules and the listing standards of the Nasdaq Stock Market LLC (Nasdaq), a copy of which is filed as an exhibit to our Annual Report on Form 10-K.

The policy requires that we recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, and the compensation would not have been awarded under the restated financial information, subject to the other terms and limitations set forth in the policy.

As disclosed in this Annual Report on Form 10-K, the Company has restated its financial statements for certain periods, and has determined that it is required to conduct a recovery analysis of incentive-based compensation received by its executive officers during the relevant recovery period in accordance with the requirements of Rule 10D-1 under the Exchange Act.

In accordance with the Company’s Clawback Policy, this analysis will be performed by the Audit Committee of the Company’s Board of Directors, which will determine whether there was any erroneously awarded incentive-based compensation requiring recovery.

Anti-Hedging Policy

Our insider trading policy prohibits our directors, executive officers and employees from entering into any hedging transaction with respect to any of the Company’s securities.

See “Corporate Governance and the Board of Directors — Anti-Hedging Policy” for more details.

Practices Related to the Grant of Certain Equity Awards

The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments (“Options”).

Accordingly, the Company has no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company.

In the event the Company determines to grant new awards of Options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

Benefits and Other Perquisites

The NEOs are eligible to participate in the same benefit plans offered to all of our full-time employees, including plans providing health, dental, vision, disability and basic group life insurance coverage and various retirement benefits.

These plans are described in the “Executive Compensation — Other Compensation Programs” section below.

Regulatory Impact on Compensation

As a publicly traded financial institution, the Company is subject to additional regulatory requirements, most notably, the Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards” ).

The Federal Deposit Insurance Corporation (the “FDIC” ) has long held that excessive compensation is prohibited as an unsafe and unsound practice under the Safety and Soundness Standards.

In describing a framework to determine whether compensation is excessive, the FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or non-cash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee.

The FDIC encourages financial institutions to review an employee’s compensation history and to consider internal pay equity, and, as appropriate, to consider benchmarking compensation to peer groups.

Finally, the FDIC provides that, in order to give proper context, such an assessment must be made in light of the institution’s overall financial condition.

Additionally, the Compensation Committee must also take into account the joint agency Guidance on Sound Incentive Compensation Policies (the “Guidance” ), which is intended to complement the Safety and Soundness Standards.

sets forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs and arrangements maintained by financial institutions.

Other matters, such as accounting, tax and SEC requirements regarding risk assessment are also considered by the Compensation Committee as part of its compensation design and annual decisions.

Summary Compensation Table

The following table sets forth information regarding the compensation paid, awarded to, or earned for our fiscal years ended December 31, 2024, 2023 and 2022 by each of our NEOs.

The compensation reported in the following table is not necessarily indicative of how we will compensate our NEOs in the future.

We will continue to review, evaluate and modify our compensation program to maintain a competitive total compensation package.

As such, the compensation program in the future could vary from our historical practices.

Name and Principal Position Year Salary (1)

Stock Awards (2)

Option Awards (3)

Non-Equity Incentive Plan Compensation (4)

All Other Compensation (5)

Ludwig 2024 $ 749,800 $ 562,276 $ — $ 130,233 $ 23,934 $ 1,466,243

President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank 2023 721,000 540,782 — 348,731 23,272 1,633,785

2022 700,000 262,494 257,050 535,816 22,373 1,777,733

Mefford 2024 525,000 341,112 — 82,223 22,252 970,587

Executive Vice President of the Company and President of the Bank 2023 463,500 401,248 — 206,939 21,540 1,093,227

2022 450,000 146,244 143,211 318,147 20,687 1,078,289

Tucker 2024 400,000 199,914 — 42,950 10,500 653,364

Senior Vice President and Corporate Counsel 2023 391,400 195,764 — 116,499 9,900 713,563

2022 380,000 95,013 93,026 181,430 9,150 758,619

Lemke 2024 437,400 218,647 — 46,299 15,795 718,141

Chief Financial Officer of the Company and the Bank 2023 405,020 202,475 — 119,889 14,815 742,199

2022 385,000 96,264 94,250 183,319 13,582 772,415

2024 334,800 150,704 — 35,870 10,500 531,874

Senior Vice President and Chief Risk Officer of the Bank 2023 206,250 196,245 — 61,875 6,312 470,682

(1) The amounts set forth in the “Salary” column reflects base salary earned in each fiscal year.

(2) The amounts set forth in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards for the years ended December 31, 2024, 2023 and 2022 in accordance with FASB ASC Topic 718.

The assumptions used in calculating the stock award amounts are set forth in Note 14 to our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the year ended December 31, 2024.

(3) The amounts set forth in the “Options Awards” column reflect aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718.

The assumptions used in calculating the option award amounts are set forth in Note 14 to our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the year ended December 31, 2024.

(4) The amounts set forth in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive awards earned pursuant to the Bonus Plan, including, in Mr.

Tucker’s case, amounts deferred under the Executive Deferred Compensation Plan in 2022.

(5) The amounts set forth in the “All Other Compensation” column for the 2024 fiscal year are summarized below.

Name Year Perquisites (i)

Company 401(k) Match (ii)

Total “All Other Compensation”

Ludwig 2024 $ 13,434 $ 10,500 $ 23,934

Mefford 2024 11,752 10,500 22,252

Tucker 2024 — 10,500 10,500

Lemke 2024 5,295 10,500 15,795

Casey 2024 — 10,500 10,500

(i) The amounts set forth in the “Perquisites” column for Messrs.

Ludwig and Mefford reflect club dues and the use of a Company-owned vehicle.

Such amount for Mr.

Lemke reflects club dues.

(ii) The amounts set forth in the “Company 401(k) Match” column reflect Company matching contributions under the 401(k) Plan.

Casey was hired as Chief Risk Officer of the Bank on May 1, 2023.

Grants of Plan-Based Awards

The following table provides information on incentive compensation and equity grants awarded to our NEOs during 2024.

All such grants were made under our 2019 LTIP, which is described in more detail below.

Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

All Other Stock Awards:

Number of Shares of Stock or Units (2)

Grant Date Fair Value of Stock and Option Awards (3)

Threshold Target Maximum

Ludwig — $ 243,685 $ 487,370 $ 731,055 — $ —

11/07/24 — — — 20,110 562,276

Mefford — 157,500 315,000 472,500 — —

11/07/24 — — — 12,200 341,112

Tucker — 80,000 160,000 240,000 — —

11/07/24 — — — 7,150 199,914

Lemke — 87,840 174,960 262,440 — —

11/07/24 — — — 7,820 218,647

Casey — 50,220 100,440 150,660 — —

11/07/24 — — — 5,390 150,704

(1) The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target, and maximum payouts for performance under the Bonus Plan, assuming that the respective level of performance is attained for all applicable metrics, and are determined based on base salary, as described in “Compensation Discussion and Analysis—Annual Incentive Bonus—Corporate Bonus Plan.” The amount earned by each NEO for 2024 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

(2) The amounts set forth in the “All Other Stock Awards:

Number of Shares of Stock or Units” column reflect restricted stock awards that vest in 25% increments on the first, second, third and fourth anniversary of the date of grant.

These restricted stock awards are accelerated and vest in full upon an involuntary termination or non-assumption of the awards in connection with a change in control of the Company or upon the participant’s death or disability.

(3) The amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column reflect the aggregate grant date fair value of restricted stock in accordance with FASB ASC Topic 718.

Outstanding Equity Awards

The following table provides information for each of our NEOs regarding outstanding stock options and unvested stock awards held by the officers as of December 31, 2024.

Market values are presented as of the end of 2024 (based on the closing price of our common stock of $24.40 on December 31, 2024 (the last trading day of the year)) for outstanding stock awards, which include 2024 grants and prior-year grants.

Name Option Awards Stock Awards

Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (1)

Market Value of Shares or Units of Stock That Have Not Vested

Grant Date Exercisable Unexercisable

11/7/24 — — $ — — 20,110 $ 490,684

11/6/23 — — — — 17,527 427,659

10/31/22 26,146 26,145 28.43 10/31/32 4,616 112,630

11/1/21 — — — — 3,622 88,377

11/16/16 8,383 — 28.59 11/16/26 — —

11/3/15 16,800 — 23 11/03/25 — —

51,329 26,145 45,875 1,119,350

11/7/24 — — — — 12,200 287,680

11/6/23 — — — — 9,765 238,266

11/6/23 — — — — 4,320 105,408

10/31/22 14,567 14,566 28.43 10/31/32 2,572 62,757

11/1/21 — — — — 2,143 52,289

11/16/16 5,341 — 28.59 11/16/26 — —

11/3/15 10,702 — 23 11/03/25 — —

30,610 14,566 31,000 756,400

11/7/24 — — — — 7,150 174,460

11/6/23 — — — — 6,345 154,818

10/31/22 9,462 9,462 28.43 10/31/32 1,671 40,772

11/1/21 — — — — 1,553 37,893

11/16/16 5,405 — 28.59 11/16/26 — —

14,867 9,462 16,719 407,943

11/7/24 — — — — 7,820 190,808

11/6/23 — — — — 6,562 160,113

10/31/22 9,587 9,586 28.43 10/31/32 1,693 41,309

11/1/21 — — — — 1,364 33,282

9,587 9,586 17,439 425,512

11/7/24 — — — — 5,390 131,516

11/6/23 — — — — 4,740 115,656

5/1/23 — — — — 1,875 45,740

0 0 12,005 292,922

(1) All awards in this column that remain subject to vesting vest in 25% increments on the first, second, third and fourth anniversary of the date of grant with the exception of 4,320 shares granted to Mr.

Mefford in 2023, which 100% cliff vest on the fourth anniversary of the date of grant.

Stock options and restricted stock awards granted under our 2019 LTIP are accelerated and vest in full upon an involuntary termination or cancellation of the awards in connection with a change in control of the Company or upon the participant’s death or disability.

All of the outstanding stock option awards shown above granted before May 3, 2019 were granted under our 2010 Long-Term Incentive Plan (the “2010 LTIP” ).

All of the other awards shown above were granted under our 2019 LTIP.

Option Exercises and Stock Vested in 2024

The following table sets forth information concerning the exercise of options and vesting of stock awards with respect to each NEO in 2024.

Name Option Awards Stock Awards

Number of Shares Acquired on Exercise (1)

Value Realized on Exercise (2)

Number of Shares Acquired on Vesting (3)

Value Realized on Vesting (4)

Ludwig 12,753 $ 44,870 15,049 $ 392,216

Mefford 10,846 42,784 8,623 224,453

Tucker 15,143 38,489 5,908 153,430

Lemke — — 5,473 142,816

Casey — — 2,205 58,546

(1) The amounts set forth in this column represent the total number of shares that were exercised before any withholding of shares to pay the exercise price and taxes.

(2) The amounts set forth in this column are computed by determining the difference between the market value per share of our common stock on the date of exercise and the exercise price.

(3) The amounts set forth in this column represent the number of shares of restricted stock that vested in 2024.

(4) The amounts set forth in this column represent the number of shares of restricted stock that vested multiplied by the closing price of our common stock on the vesting date.

Nonqualified Deferred Compensation

The following table sets forth information concerning the benefits under the Company’s Executive Deferred Compensation Plan as of December 31, 2024.

Name Executive Contributions in Last FY Registrant Contributions in Last FY Aggregate Earnings in Last FY (1)

Aggregate Withdrawals/

Distributions Aggregate Balance at Last FYE (2)

(a) (b) (c) (d) (e) (f)

Ludwig $ — $ — $ — $ — $ —

Mefford — — — — —

Tucker — — 38,760 (63,347) 769,390

Lemke — — — — —

Casey — — — — —

(1) The “Aggregate Earnings in Last FY” column does not include any amounts that are also reported in the Summary Compensation Table as the Executive Deferred Compensation Plan does not provide for above-market interest.

(2) The “Aggregate Balance at Last FYE” column includes $657,142 reported as compensation in the Summary Compensation Table for Mr.

Tucker in prior years.

Potential Payments Upon Termination or Change in Control

The following table sets forth information concerning potential payments and benefits under our compensation programs and benefit plans, including individual employment agreements for Messrs.

Ludwig, Mefford, Tucker and Lemke and the change of control agreement for Mr.

Casey, pursuant to which the NEOs would be entitled upon various terminations of employment or a change in control as of the last business day of the fiscal year ended December 31, 2024.

For purposes of estimating the value of accelerated vesting of equity awards we have assumed a price per share of our common stock of $24.40 based on the market value of our common stock on December 31, 2024 (the last trading day of the year).

Name Cash Severance Payments (1)

COBRA Continuation (2)

Accelerated Vesting of Equity Awards (3)

Total Payments

Involuntary Termination (not in connection with a change in control) (4)

$ 1,088,060 $ 23,200 $ — $ 1,111,260

Involuntary Termination (in connection with a change in control) (5)

3,264,180 69,600 1,119,350 4,453,130

Death or Disability — — 1,119,350 1,119,350

Involuntary Termination (not in connection with a change in control) (4)

262,500 — — 262,500

Involuntary Termination (in connection with a change in control) (5)

1,454,873 — 756,400 2,211,273

Death or Disability — — 756,400 756,400

Involuntary Termination (not in connection with a change in control) (4)

256,813 13,891 — 270,704

Involuntary Termination (in connection with a change in control) (5)

1,027,253 27,782 407,943 1,462,978

Death or Disability — — 407,943 407,943

Involuntary Termination (not in connection with a change in control) (4)

168,231 23,200 — 191,431

Involuntary Termination (in connection with a change in control) (5)

1,107,805 46,400 425,512 1,579,717

Death or Disability — — 425,512 425,512

Involuntary Termination (not in connection with a change in control) (6)

25,754 — — 25,754

Involuntary Termination (in connection with a change in control) (7)

551,073 22,161 292,922 866,156

Death or Disability — — 292,922 292,922

(1) The amounts set forth in the “Cash Severance Payments” column reflect the sum of cash severance payments to be made pursuant to Messrs.

Ludwig’s, Mefford’s, Tucker’s and Lemke’s employment agreements and Mr.

Casey’s change of control agreement exclusive of any pro rata bonus payable on a termination of employment as annual incentive bonuses are earned as of December 31 and no additional amount would be payable to a NEO for a termination occurring on the last business day of

Please see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024 annual incentive compensation amounts.

(2) The amounts set forth in the “COBRA Continuation” column reflect the employer-paid portion of COBRA premiums to be made pursuant to each NEO’s employment agreement or change of control agreement, as applicable, assuming each NEO was eligible for, and elected, COBRA coverage for the maximum period allowed by law.

No value is reflected for Mr.

Mefford as he did not participate in either our medical or dental plan as of December 31, 2024.

(3) The amounts set forth in the “Accelerated Vesting of Equity Awards” column reflect the value of accelerated vesting of unvested restricted stock awards pursuant to our 2019 LTIP based on the market value of our common stock of $24.40 on December 31, 2024 (the last trading day of the year).

In certain instances, the NEOs will also be entitled to accelerated vesting of the NEOs’ unvested options.

As of December 31, 2024 (the last trading day of the year), the value of the Company’s stock was below the NEOs’ option exercise price and therefore no value is reflected on this table with respect to the acceleration of the NEOs’ options.

(4) Involuntary Termination (not in connection with a change in control) means, pursuant to the terms of the NEO’s employment agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that does not occur within six months prior to, or 24 months following, a change in control.

(5) Involuntary Termination (in connection with a change in control) means, pursuant to the terms of the NEO’s employment agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that occurs within six months prior to, or 24 months following, a change in control.

(6) Involuntary Termination (not in connection with a change in control) means, pursuant to the terms of Mr.

Casey’s change of control agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) Mr.

Casey for good reason, in either case that does not occur within six months prior to, or 24 months following, a change in control.

(7) Involuntary Termination (in connection with a change in control) means, pursuant to the terms of the Mr.

Casey’s change of control agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) Mr.

Casey for good reason, in either case that occurs within six months prior to, or 24 months following, a change in control.

Employment Agreements

We have entered into employment agreements with Messrs.

Ludwig, Mefford, Tucker and Lemke.

Each agreement generally describes the position and duties of each NEO, provides for a specified term of employment, describes base salary, bonus opportunity and other benefits and perquisites to which the executive officer is entitled, if any, sets forth the duties and obligations of each party in the event of a termination of employment prior to expiration of the employment term, and provides us with a measure of protection by obligating the NEO to abide by the terms of restrictive covenants during the terms of his employment and thereafter for a specified period of time.

We entered into amended and restated agreements with Messrs.

Ludwig, Mefford, Tucker and Lemke in November 2020.

Our employment agreement with Mr.

Ludwig, effective November 5, 2020, provides for an initial term of three years, with an automatic extension for an additional one-year period commencing on the first anniversary of the effective date and each anniversary thereafter, unless either party provides written notice of non-extension 90 days prior to the extension date.

If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control.

Ludwig’s base salary is subject to annual review and increase at the discretion of our Compensation Committee, and his target bonus is required to be at least 65% of his base salary.

The agreement also provides for Mr.

Ludwig’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company.

Following Mr.

Ludwig’s termination of employment, he will be subject to non-competition and non-solicitation restrictions for a period of 12 months.

In the event Mr.

Ludwig’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to a payment equal to 100% (300% if in connection with a change in control) of the sum of his salary plus the average of his bonus payments for the prior three years.

He will also be entitled to COBRA coverage at employee rates for up to 12 months (36 months if in connection with a change in control) and a pro rata bonus for the year of termination.

Our employment agreement with Mr.

Mefford, effective November 5, 2020, provides for an initial term of two years, with an automatic extension for an additional one-year period commencing on the first anniversary of the effective date and each anniversary thereafter, unless either party provides written notice of non-extension 90 days prior to the extension date.

If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control.

Mefford’s base salary is subject to annual review and increase at the discretion of our Chief Executive Officer, and his target bonus is required to be at least 60% of his base salary.

The agreement also provides for Mr.

Mefford’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company.

Following Mr.

Mefford’s termination of employment, he will be subject to non-competition and non-solicitation restrictions for a period of 12 months.

In the event Mr.

Mefford’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to

receive severance pursuant to the Company’s general severance plan or policy in effect at the time of termination, or if such termination is in connection with a change in control, he will be entitled to a payment equal to 200% of the sum of his salary plus the average of his bonus payments for the prior three years.

He will also be entitled to COBRA coverage at employee rates for up to 12 months (24 months if in connection with a change in control) and, if such termination is in connection with a change in control, a pro rata bonus for the year of termination.

As noted above, Mr.

Tucker retired from the Company was effective January 3, 2025.

The discussion below describes his employment agreement as it was in effect at the end of 2024.

The discussion is intended to provide context to the “Potential Payments Upon Termination or Change in Control Table” included above.

The employment agreement with Mr.

Tucker provided Mr.

Tucker with an annual base salary, target bonus opportunity, and eligibility for participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company.

Following any termination of employment, Mr.

Tucker would be subject to non-competition and non-solicitation restrictions for a period of 12 months.

Had a termination of employment occurred prior to his retirement on January 3, 2025, in the event such termination was by the Company other than for cause, death, or disability, or he resigned for good reason, he would have been entitled to a payment equal to 50% (200% if in connection with a change in control) of the sum of his salary plus the average of his bonus payments for the prior three years.

He would also have been entitled to COBRA coverage at employee rates for up to 12 months (24 months if in connection with a change in control) and, if such termination was in connection with a change in control, a pro rata bonus for the year of termination.

Upon his retirement on January 3, 2025, Mr.

Tucker was eligible for a bonus payment consistent with the terms of the Company’s Career Transition Bonus program described below.

Our employment agreement with Mr.

Lemke, effective November 5, 2020, provides for an initial term of two years, with an automatic renewal for additional one-year periods commencing on each anniversary thereafter, unless either party provides written notice of nonrenewal 90 days prior to the extension date.

If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for the two-year period following the change in control.

Lemke’s base salary is subject to annual review and increase at the discretion of our Chief Executive Officer and his target bonus is required to be at least 40% of his base salary.

The agreement also provides for Mr.

Lemke’s participation in the Company’s compensation and benefits plans, including the 2019 LTIP, in the same manner as other senior executives of the Company.

Following Mr.

Lemke’s termination of employment, he will generally be subject to non-solicitation (and non-competition unless such termination is due to good reason) restrictions for a period of 12 months.

In the event Mr.

Lemke’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, he will be entitled to receive severance pursuant to the Company’s general severance plan or policy in effect at the time of termination, or if such termination is in connection with a change in control, he will be entitled to a payment equal to 200% of the sum of his salary plus the average of his bonus payments for the prior three years.

Our obligation to pay any severance under each of the amended and restated employment agreements is conditioned on the execution by the NEO of a general release and waiver of any and all claims with respect to their employment with the Company.

Change of Control Agreemen t

Our change of control agreement with Mr.

Casey, effective May 3, 2023, provides for an initial term through December 31, 2023, with an automatic renewal for additional one-year periods commencing on each January 1 thereafter, unless either party provides written notice of nonrenewal 90 days prior to December 31 of each year.

If a change in control of the Company occurs during the term of the agreement, the agreement will remain in effect for a one-year period following the change in control.

Following Mr.

Casey’s termination of employment, he will generally be subject to non-solicitation and non-competition restrictions for a period of 12 months.

In the event Mr.

Casey’s employment is terminated by the Company other than for cause, death, or disability, or he resigns for good reason, in any case, not in connection with a change in control, he will be entitled to receive severance pursuant to the Company’s general severance plan or policy in effect at the time of termination, or if such termination is in connection with a change in control, he will be entitled to a payment equal to 150% of the sum of his salary plus the average of his bonus payments for the prior three years.

He will also be entitled to COBRA coverage at employee rates for up to 12 months.

Our obligation to make payments to Mr.

Casey under his change of control agreement is conditioned on his execution of a general release and waiver of any and all claims with respect to his employment with the Company.

Long Term Incentive Plans

Equity based incentive awards are currently made though the Company’s 2019 LTIP.

The Company also maintains the 2010 LTIP.

As of the effective date of the 2019 LTIP, no further awards may be granted under the 2010 LTIP.

However, any previously outstanding incentive award granted under the 2010 LTIP remains subject to the terms of such plan until the time it is no longer outstanding.

Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan .

The 2019 LTIP, which was amended and restated on May 1, 2023, was adopted by our board on February 5, 2019 and became effective upon approval by our shareholders on May 3, 2019.

The 2019 LTIP was designed to ensure continued availability of equity awards that will assist the Company in attracting, retaining and rewarding key employees, directors and other service providers.

Pursuant to the 2019 LTIP, the Compensation Committee is allowed to grant awards to eligible persons in the form of qualified and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and other incentive awards.

Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the employees receiving the awards.

The plan enables the Compensation Committee to set specific performance criteria that must be met before an award vests under the plan.

The 2019 LTIP allows for acceleration of vesting and exercise privileges of grants if a participant’s termination of employment is due to a change in control, death or total disability.

If a participant’s job is terminated for cause, then all unvested awards expire at the date of termination.

Up to 1,550,000 shares of common stock may be issued under the plan (all of which may be granted as incentive stock options), which includes an additional 550,000 shares approved by shareholders as of May 1, 2023.

As of December 31, 2024, there were 398,580 shares available for issuance under the 2019 LTIP.

Midland States Bancorp, Inc.

Second Amended and Restated 2010 Long-Term Incentive Plan.

The 2010 LTIP was adopted by our board on October 18, 2010 and approved by our shareholders on November 23, 2010.

The 2010 LTIP was amended and restated December 31, 2010 and further amended and restated February 2, 2016.

The 2016 restatement, which was not submitted to shareholders for approval, increased the number of shares available for issuance under the plan by 1,000,000.

The 2010 LTIP was designed to ensure continued availability of equity awards to assist the Company in attracting, retaining and rewarding key employees, directors and other service providers.

Pursuant to the 2010 LTIP, the Compensation Committee was allowed to grant awards to eligible persons in the form of qualified and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and other incentive awards.

Up to 2,000,000 shares of common stock were available for issuance under the plan (the initial 1,000,000 of which were eligible to be granted as incentive stock options).

Upon approval of our 2019 LTIP, no additional grants were permitted to be made under the 2010 LTIP.

Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the employees receiving the awards.

The plan enabled the Compensation Committee to set specific performance criteria that must be met before an award vests under the plan.

The 2010 LTIP allowed for acceleration of vesting and exercise privileges of grants upon a change in control or if a participant’s termination of employment is due to death or total disability.

If a participant’s job is terminated for cause, then all unvested awards expire at the date of termination.

Other Compensation Programs

Midland States Bank 401(k) Profit Sharing Plan.

The Midland States Bank 401(k) Profit Sharing Plan (the “401(k) Plan”) is designed to provide retirement benefits to all eligible full-time and part-time employees of the Bank and its subsidiaries.

The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis.

Our NEOs, all of whom were eligible during 2024, may elect to participate in the 401(k) Plan on the same basis as all other employees.

Employees may defer 1% to 100% of their compensation to the 401(k) Plan up to the applicable statutory limit.

We currently match employee contributions on the first 6% of employee compensation (50 cents for each $1).

The Company match is contributed in the form of cash and is invested according to the employee’s current investment allocation.

The Company has the authority to make an annual discretionary profit-sharing contribution to the 401(k) Plan, but does not currently do so.

Amended and Restated Midland States Bancorp, Inc.

Employee Stock Purchase Plan.

We maintain the Amended and Restated Midland States Bancorp, Inc.

Employee Stock Purchase Plan (Amended and Restated May 3, 2019 and May 1, 2023) (the “ESPP” ) for the benefit of our eligible employees.

The ESPP is not intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

Currently, any employee who is employed by us or any one of our subsidiaries is eligible to participate in the ESPP starting with the first applicable offering period that begins following such employee’s first day of employment.

Pursuant to the ESPP, participating employees are permitted to use after-tax dollars, up to a maximum of $25,000 per calendar year of their compensation, to purchase shares of our common stock at the end of each calendar quarter.

The purchase price for the stock is currently 90% of the stock’s fair market value as of the first day of each quarterly offering period.

While the Compensation Committee could elect a different discount percentage, it does not expect to do so in the foreseeable future.

At any time our common stock is listed for trading on a principal national securities exchange, including the Nasdaq Global Select Market, the fair market value under the ESPP is deemed to be the officially quoted closing selling price of the shares on the applicable day.

number of shares that may be issued under the ESPP is 600,000, which includes the 300,000 originally subject to the ESPP, an additional 200,000 shares approved by shareholders as of May 3, 2019, and an additional 100,000 shares approved by shareholders as of May 1, 2023.

As of December 31, 2024, there were 168,476 shares available for issuance under the ESPP.

Deferred Compensation Plan for Directors and Executives.

Effective as of November 8, 2018, we maintain two separate deferred compensation plans for the benefit of our non-employee directors and executives which are the Deferred Compensation Plan for Directors of Midland States Bancorp, Inc., as amended November 5, 2020 and February 1, 2021, (the “Director Deferred Compensation Plan” ) and the Deferred Compensation Plan for Executives of Midland States Bancorp, Inc., as amended November 5, 2020, (the “Executive Deferred Compensation Plan” ), respectively.

The plans provide non-employee directors and executives an opportunity to better plan for their financial futures by providing a vehicle for the deferral of current income taxation.

Under the plans, non-employee directors and eligible senior executives are permitted to elect to defer all or a portion of their annual director fees (in whatever form), salary and/or bonus, as the case may be.

Any deferrals are credited to a plan account and earn interest based on the notional investment elections of the executives from a selection of measurement funds generally available to participants under the 401(k) Plan.

One available notional investment alternative for directors is Company stock units, which track the value of our common stock.

For plan years beginning prior to January 1, 2021, participants were permitted to elect to receive their distributions in a lump sum or monthly installments over a period of two to 15 years.

Starting with the plan year beginning on January 1, 2021, participants have been permitted to elect to receive their distributions in a lump sum or annual installments over a period of two to five years.

Severance Policy.

Under our severance policy, we have the discretion to pay severance to Midland employees, including our NEOs, who are terminated without cause, in connection with a reduction in our workforce, due to the elimination of their job or position, or as a result of a voluntary Midland-initiated early retirement.

Pursuant to the terms of the applicable employment or change in control agreement, Messrs.

Mefford, Lemke, and Casey are entitled to receive severance under our severance policy if each such NEO is terminated without cause, other than due to death or disability, or resigns for good reason, in each case, not in connection with a change in control.

In such instances, the applicable NEO will receive severance equal to four weeks of base salary for each year of continuous service, up to a maximum of 26 weeks of severance.

To receive any severance under our severance policy, the applicable NEO would need to execute a settlement agreement and general release.

Career Transition Bonus.

Other than Mr.

Ludwig, each of our NEOs who has attained age 60 with at least 10 years of service or age 65 with at least five years of service is eligible to receive a career transition bonus of, for Mr.

Casey, 35%, or, for each other eligible NEO, 40% of their annual base salary if the NEO provides an 18 month notice of intention to retire, makes a good faith attempt to transfer knowledge and train the NEO’s successor, meets or exceeds performance expectations through the notice period, executes a release, and successfully transitions, as determined by Mr.

Ludwig, the NEO’s duties.

Health and Welfare Benefits.

Our NEOs are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, vision, life, accident, and disability coverage to all of our eligible employees.

We do not provide our NEOs with any health and welfare benefits that are not generally available to our other employees.

We provide our NEOs with certain perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions.

The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs.

Based on this periodic review, perquisites are awarded or adjusted on an individual basis.

The perquisites received by our NEOs in 2024 included allowances for annual country club/social club dues and use of a Company-owned automobile.

With respect to our NEOs, country club allowances are provided only to Messrs.

Ludwig, Mefford and Lemke and the use of a Company car is provided only to Messrs.

Ludwig and Mefford.

CEO Pay Ratio

Pursuant to SEC rules, we are providing information about the relationship of the annual total compensation of Mr.

Ludwig, our Chief Executive Officer, to the annual total compensation of our median employee.

To determine the median employee, a list of all active full and part-time employees as of December 31, 2023, excluding Mr.

Ludwig, was prepared with the corresponding annual total W-2 compensation as reflected in our payroll records.

A total of 903 employees were included.

Compensation was annualized for any individual not employed for the full calendar year of 2024.

Annual total W-2 compensation was ranked from lowest to highest, and the median employee was selected from the list.

Ludwig had 2024 total compensation of $1,466,243, as reflected in the Summary Compensation Table included herein.

The median employee annual total compensation for 2024, using the methodology that was used to calculate Mr.

Ludwig’s compensation in the Summary Compensation Table, was $64,853.

As a result, the CEO pay ratio is 22.6.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.

Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act” ), we provide the following disclosure regarding executive “compensation actually paid” ( “CAP” ) and certain Company performance for the fiscal years listed below.

You should refer to our CD&A for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

The Pay Versus Performance table below summarizes the compensation values both previously reported in our Summary Compensation Table and as required to be adjusted by the rules adopted by the SEC pursuant to the Dodd-Frank Act for the 2024, 2023, 2022, 2021 and 2020 calendar years.

Year Summary Compensation Table Total for CEO (1)

Compensation Actually Paid to CEO (2)

Average Summary Compensation Table Total for Non-CEO NEOs (1)

Average Compensation Actually Paid to Non-CEO NEOs (2)

Value of Initial Fixed $100 Invested Based on:

Midland Net Income (in millions) (5)

Company-Selected Measure

Midland Total Shareholder Return (3)

Peer Group Total Shareholder Return (4)

Midland Adjusted Earnings Per Share (EPS) (6)

2024 $ 1,466,243 $ 1,219,797 $ 718,492 $ 626,447 $ 108.65 $ 123.79 $ 38.04 $ 1.32

2023 1,633,785 1,733,495 754,918 803,689 116.50 107.99 61.16 2.78

2022 1,777,733 1,851,719 825,247 857,590 106.74 107.95 100.24 4.01

2021 1,581,174 1,806,916 805,976 903,099 95.30 119.79 81.32 3.65

2020 1,027,328 756,598 547,076 431,468 65.66 89.23 22.54 1.70

Ludwig served as Midland’s CEO for 2020 through 2024.

Mefford, Tucker, and Lemke served as non-CEO NEOs for 2020 through 2024.

Stewart was an NEO for 2020 through 2022.

Casey was an NEO in 2023 and 2024.

The dollar amounts reported are from the “Total” column of the Summary Compensation Table for the CEO and the average of such column for non-CEO NEOs for each reported fiscal year.

(2) The dollar amounts reported represent CAP, as calculated in accordance with SEC rules.

For additional information with respect to the calculation of CAP for 2024, see the section titled “Calculation of Compensation Actually Paid” below.

(3) Reflects the cumulative total shareholder return (“TSR”) of Midland, as provided by S&P Cap IQ, as of the last day of each reported fiscal year, based on an initial fixed investment of $100 on December 31, 2019.

(4) Reflects the cumulative total shareholder return of the S&P Small Cap 600 Banks Index, as of the last day of each reported fiscal year, based on an initial fixed investment of $100 on December 31, 2019.

The S&P Small Cap 600 Banks Index is the peer group used in Midland’s Annual Report on Form 10-K for the years ended December 31, 2024 and 2023.

(5) The Company has restated the consolidated financial statements (i) as of and for the year ended December 31, 2023 and (ii) for the year ended December 31, 2022, to correct certain errors, as presented in the audited financial statements as of and for the year ended December 31, 2024 in this Annual Report on Form 10-K.

The Net Income and Adjusted EPS metrics in this table have been revised for those years.

While the Company's financial statements for the years ended December 31, 2021 and 2020 were also affected by these errors, the Company is not required to restate those financial statements, and accordingly the data for those years remains as previously reported.

(6) Adjusted earnings per share (“Adjusted EPS”) is the Company-Selected Measure and is a non-GAAP financial measure.

As calculated from Midland’s audited financial statements, Adjusted EPS equals our earnings, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt.

Calculation of Compensation Actually Paid

To calculate the amount of CAP to our CEO and non-CEO NEOs for 2024 in the table above according to SEC rules, the following adjustments were made to the amounts reported in the “Total” column of the Summary Compensation Table for 2024.

CEO Average Non- CEO NEOs

Total Compensation from Summary Table $ 1,466,243 $ 718,492

Adjustments for Pension

Adjustment Summary Compensation Table Pension $ — $ —

Amount Added for current year service cost — —

Amount added for prior service cost impacting current year — —

Total Adjustment for Pension $ — $ —

Adjustments for Equity Awards

Adjustment for grant date values in the Summary Compensation Table $ (562,276) $ (227,594)

Year-end fair value of unvested awards granted in the current year 490,684 198,616

Year-over-year difference of year-end fair values for unvested awards granted in prior years (143,416) (55,166)

Fair value at vest date for awards granted and vested in current year — —

Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (83,619) (29,319)

Forfeitures during current year equal to prior year-end fair value — —

Dividends of dividend equivalents not otherwise included in total compensation 52,181 21,419

Total Adjustments for Equity Awards $ (246,446) $ (92,044)

Compensation Actually Paid (as calculated) $ 1,219,797 $ 626,448

Financial Performance Measures

As described in greater detail in the CD&A, a substantial portion our NEOs’ compensation is directly linked to the achievement of financial and operational metrics, as well as other strategic goals with rigorous targets that align with the Company’s business strategy, compensation philosophy, shareholder interests and, most importantly, our long-term goals.

In addition to the Pay Versus Performance table above, the following is a tabular list of the most important financial measures we use to link CAP to our NEOs to Midland performance.

The Company-Selected Measure is denoted with an asterisk.

List of Performance Measures

Adjusted EPS*

Adjusted PTPP Income

Adjusted Revenue

Pay Versus Performance:

Graphical Description

The following graphs present the relationship during 2024, 2023, 2022, 2021 and 2020 between CAP for our CEO and, on an average basis, our non-CEO NEOs and:

• the Company’s cumulative TSR and the Peer Group’s cumulative TSR;

• the Company’s Net Income;

• the Company-Selected Measure, which for Midland is Adjusted EPS.

Relationship between CAP and Cumulative TSR / Cumulative TSR of the Peer Group

The below chart shows the CEO and average non-CEO NEO CAP relative to Midland’s cumulative TSR and the cumulative TSR of the U.S.

Small Cap 600 Banks Index utilized in Midland’s most recent Annual Report on Form 10-K.

Midland does not use TSR to determine compensation level or incentive plan payouts.

Relationship between CAP and Midland’s Net Income

The below chart shows our CEO and average non-CEO NEO CAP relative to Midland’s net income.

Midland does not use net income to determine compensation levels or incentive plan payouts.

The Company has restated the consolidated financial statements (i) as of and for the year ended December 31, 2023 and (ii) for the year ended December 31, 2022, to correct certain errors, as presented in the audited financial statements as of and for the year ended December 31, 2024 in this Annual Report on Form 10-K.

The Net Income metrics in this chart have been revised for those years.

While the Company's financial statements

for the years ended December 31, 2021 and 2020 were also affected by these errors, the Company is not required to restate those financial statements, and accordingly the data for those years remains as previously reported.

Relationship between CAP and Adjusted EPS

The below table shows the CEO and average non-CEO NEO CAP relative to the Company-Selected Measure – Adjusted Earnings Per Share.

Midland uses Adjusted EPS to determine a portion of the payouts under the Bonus Plan.

The Adjusted EPS metrics in this chart have been revised for those years.

While the Company's financial statements for the years ended December 31, 2021 and 2020 were also affected by these

errors, the Company is not required to restate those financial statements, and accordingly the data for those years remains as previously reported.

Director Compensation

The following table sets forth information regarding 2024 compensation for each of our nonemployee directors.

None of the directors receive any compensation or other payment in connection with his or her service as a director other than compensation received from the Company as set forth below.

Name Fees Earned or Paid in Cash Stock Awards (1)

Dean Bingham $ 58,000 $ 45,000 $ 103,000

47,500 45,000 92,500

DiMotta 47,000 45,000 92,000

45,500 45,000 90,500

34,000 45,000 79,000

25,000 — 25,000

McDaniel 53,500 45,000 98,500

McDonnell 43,500 45,000 88,500

Ramos 58,500 45,000 103,500

Schultz 65,500 45,000 110,500

Smith 107,750 45,000 152,750

(1) The amounts set forth in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock units granted in 2024 in accordance with FASB ASC Topic 718.

The amounts shown are based on a fair market value of $22.65 for awards granted on June 30, 2024.

Each of our directors, aside from Mr.

Ludwig, received a grant of restricted stock units on June 30, 2024.

There were no outstanding unvested restricted stock units held by any nonemployee director as of December 31, 2024.

Carlson was appointed to the Company’s board of directors on February 6, 2024.

Edwards resigned from the Company’s board of directors effective May 12, 2025.

Franklin was appointed to the Company’s board of directors on May 7, 2024.

Golden retired from the Company’s board of directors on May 6, 2024.

Under our director compensation policy, nonemployee directors are provided with cash compensation and an annual equity award of restricted stock units under the 2019 LTIP.

Certain of our nonemployee directors defer a portion, or all, of their director compensation under the Director Deferred Compensation Plan.

Cash Compensation.

Each nonemployee director receives a $40,000 annual retainer, except that the Chairman of the board is entitled to an annual retainer of $85,000.

Company board committee chairs and members are also entitled to a fee for such service as follows (respectively):

• Audit Committee:

$15,000/$6,000

• Risk Policy & Compliance Committee:

$10,000/$5,000

• Nominating and Governance Committee:

$10,000/$5,000

• Compensation Committee:

$10,000/$6,000

In addition to the foregoing, any nonemployee director serving on the Director Credit Risk Committee is entitled to an additional annual fee of $18,000, and any such director serving on the trust committee of the Bank board is entitled to an additional annual fee of $3,000.

All cash compensation paid to nonemployee directors is earned and paid quarterly.

Equity Compensation .

Each nonemployee director is also entitled to an annual equity award of fully vested restricted stock units with a grant date value of $45,000.

The equity award is granted on June 30 of each year.

Compensation Committee Interlocks and Insider Participation

During 2024, Jennifer L.

DiMotta, Deborah A.

Golden, Richard T.

Ramos and Jeffrey C.

Smith served on our Compensation Committee.

None of them has been an officer or employee of the Company.

None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis section, above, with management.

Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2025 annual meeting of shareholders and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Submitted by:

Ramos (Chair)

Members of the Compensation Committee.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

26 unchanged sentences

Second Amended and Restated 2010 Long-Term Incentive Plan pursuant to the February 2, 2016 amendment and restatement.

Other information required by Item 12 can be found in the section titled “Security Ownership of Certain Beneficial Owners” appearing in the Company’s Proxy Statement for the 2024 annual meeting of shareholders to be filed within 120 days after December 31, 2023, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners

The following table sets forth information as of June 6, 2025, regarding the beneficial ownership of our common stock and our depositary shares, each representing a 1/40th interest in a share of the Company’s 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A (“Series A Depositary Shares”), by:

• each shareholder known by us to beneficially own more than 5% of such class of securities;

• each of our directors;

• each of our NEOs;

• all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days after June 6, 2025.

For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.

The percentages of beneficial ownership are based on 21,515,138 shares of our common stock, and 4,600,000 Series A Depositary Shares, in each case outstanding as of June 13, 2025.

Unless otherwise provided, the address for each shareholder listed in the table below is:

c/o Midland States Bancorp, Inc., 1201 Network Centre Drive, Effingham, Illinois 62401.

Common Stock Series A Depositary Shares

Name Shares Beneficially Owned (1)

Percent of Class Shares Beneficially Owned Percent of Class

5% Shareholders

BlackRock, Inc.

1,400,429 6.40%

Dimensional Fund Advisors LP (3)

1,371,940 6.27%

The Vanguard Group (4)

1,138,823 5.20%

Directors and NEOs

434,322 1.98% — —

63,387 * 4,300 *

Casey 13,569 * — —

Dean Bingham (9)

86,392 * 4,000 *

Franklin (12)

McDaniel (13)

174,221 * — —

McDonnell (14)

304,616 1.41% — —

All directors and executive officers as a group (13 persons) (18)

1,167,748 5.27% 8,300 *

*Indicates one percent or less.

(1) Beneficial ownership includes shares of unvested restricted stock that officers are entitled to vote but does not include common stock equivalent units owned by directors or officers under the Director Deferred Compensation Plan or Executive Deferred Compensation Plan.

(2) Information is based solely on the Schedule 13G filed on April 15, 2025 by BlackRock, Inc.

The address of BlackRock, Inc.

is 50 Hudson Yards, New York, New York 10001.

(3) Information is based solely on Amendment No.

1 to the Schedule 13G filed on February 9, 2024.

The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(4) Information is based solely on the Schedule 13G filed on February 13, 2024.

The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(5) Includes (i) 11,569 shares of common stock held by JQ Properties, LLC;

and (ii) 63,118 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of June 6, 2025.

Of these shares, an aggregate of 111,569 shares are pledged to secure indebtedness.

Ludwig is a manager and a member of, and has shared voting and investment power over the shares of common stock held by, JQ Properties, LLC, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(6) Includes 9,587 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of June 6, 2025.

(7) Includes 24,329 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of June 6, 2025.

(8) Includes 30,610 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of June 6, 2025.

(9) Includes (i) 42,554 shares owned by Agracel, Inc.;

and (ii) an aggregate of 16,138 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

Bingham is the Chief Executive Officer of, and shares voting and dispositive of the shares held by, Agracel, Inc., but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(10) Includes an aggregate of 1,024 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

(11) Includes an aggregate of 3,006 shares that are issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

(12) Includes an aggregate of 4,358 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

(13) Includes an aggregate of 37,598 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

(14) Includes (i) 24,245 shares of common stock held by the Jeffrey M.

McDonnell Revocable Trust UA;

and (ii) an aggregate of 22,366 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

McDonnell is the

beneficiary of, and has voting and investment power over the shares held by, the Jeffrey M.

McDonnell Revocable Trust UA, but disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

(15) Includes (i) 1,000 shares of common stock held by Mr.

Ramos’ children;

and (ii) an aggregate of 48,744 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

Ramos disclaims beneficial ownership of the shares held by his children.

(16) Includes (i) 30,153 shares of common stock held by Red Bird Investors LLC;

(ii) 200,030 shares of common stock held by J.M.

Schultz Investment, L.L.C.;

(iii) 37,846 shares of common stock held by Summit Investors, LLP;

and (iv) 4,470 shares of common stock may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan within 60 days of June 6, 2025.

Robert Schultz is:

(a) the managing member of J.M.

Schultz Investment, L.L.C.;

(b) the managing member of Red Bird Investors LLC;

and (c) the managing member of Summit Investors, LLP.

He has voting and investment power over the shares held by J.M.

Schultz Investment, L.L.C., Red Bird Investors LLC, and Summit Investors, LLP but disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Schultz disclaims beneficial ownership of shares held by his spouse individually except to the extent of his pecuniary interest therein.

(17) Includes an aggregate of:

(i) 135,187 shares of common stock subject to stock options that are currently exercisable or are exercisable within 60 days of June 6, 2025;

and (ii) 137,704 shares that may be issuable pursuant to restricted stock units or pursuant to common stock equivalent units under the Deferred Compensation Plan.

An aggregate of 111,569 shares are pledged as security for indebtedness.

ITEM 13– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item can be found in the sections titled “Certain Relationships and Related Party Transactions” and “Corporate Governance and the Board of Directors” appearing in the Company’s Proxy Statement for the 2024 annual meeting of shareholders to be filed within 120 days after December 31, 2023, which is incorporated herein by reference.

Other than the compensation arrangements with directors and executive officers described above and the ordinary course banking relationships described below, there has not been, since January 1, 2024, and there is not currently proposed, any transaction to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than five percent of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.

Our directors, officers, beneficial owners of more than five percent of our voting securities and their associates were customers of and had transactions with us in the past, and additional transactions with these persons are expected to take place in the future.

All outstanding loans and commitments to loan with these persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank and did not involve more than the normal risk of collectability or present other unfavorable features.

All such loans are approved by the Bank’s board of directors in accordance with the bank regulatory requirements.

Similarly, all certificates of deposit and depository relationships with these persons were made in the ordinary course of business and involved substantially the same terms, including interest rates, as those prevailing at the time for comparable depository relationships with persons not related to the Company or the Bank.

Policies and Procedures Regarding Related Party Transactions

Transactions by the Company or the Bank with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders).

Under applicable SEC and Nasdaq Stock Market rules, related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest.

Related parties of the Company include directors (including nominees for election as directors), executive officers, five percent shareholders and the immediate family members of these persons.

Our Corporate Counsel, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they qualify as related party transactions, as defined under SEC rules.

If so, as required by the Audit Committee’s charter, the transaction will be referred to Audit Committee for approval.

In determining whether to approve a related party transaction, the Audit Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate

The Company’s policies and procedures for the review, approval or ratification of related party transactions are set forth in the Audit Committee’s charter.

Director Independence

We currently have ten directors serving as our board, a majority of whom we have determined to be “independent,” as that term is defined by the rules of the Nasdaq Stock Market.

Our board of directors has evaluated the independence of its members based upon the rules of the Nasdaq Stock Market and the SEC.

Applying these standards, our board of directors has affirmatively determined that, with the exception of Mr.

Ludwig, each of our current directors is an independent director, as defined under the applicable rules.

The board determined that Mr.

Ludwig does not qualify as an independent director because he is an executive officer of the Company.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item can be found in the section titled “Proposal 3 – Ratification of the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm” appearing in the Company’s Proxy Statement for the 2024 annual meeting of shareholders to be filed within 120 days after December 31, 2023, which is incorporated herein by reference.

Accountant Fees

For the years ended December 31, 2024 and 2023, the Company incurred the following fees for professional services performed by Crowe LLP:

Audit Fees (1)

$ 1,736,300 $ 898,688

Audit-Related Fees (2)

All Other Fees 5,198 —

(1) Audit fees include fees for professional services performed by Crowe LLP for (i) the audit of the Company’s consolidated financial statements, (ii) the review of the interim condensed consolidated financial statements included in quarterly reports on Form 10-Q, (iii) the services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements;

and (iv) other services that generally only the principal accountant can provide.

These services included fees for certain HUD audits.

(2) Audit-related fees include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under “Audit Fees.”

(3) Tax fees include fees for the preparation of the tax return for the Captive Insurance Company.

(4) Fees related to Banking as a Service regulatory and compliance training.

Audit Committee Pre-Approval Policy

Among other things, the Audit Committee is responsible for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm.

We have adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent registered public accounting firm.

As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence.

In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by Crowe LLP for up to twelve months from the date of the pre-approval.

All of the services referred to above for 2023 and 2024 were pre-approved by the Audit Committee.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

The exhibits are filed as part of this report and exhibits incorporated herein by reference to other documents are as follows:

3.1 Articles of Incorporation of Midland States Bancorp, Inc., as amended – filed herewith.

3.1 Articles of Incorporation of Midland States Bancorp, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 2 3 , 20 24 ) .

3.2 By-laws of Midland States Bancorp, Inc.

16 unchanged sentences

10.2* Amended and Restated Employment Agreement, dated as of November 5, 2020, between Midland States Bancorp, Inc., Midland States Bank and Jeffrey Mefford incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2021).

10.3* Amended and Restated Employment Agreement, dated as of November 5, 2020, between Midland States Bancorp, Inc., Midland States Bank and Douglas J.

Tucker incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2021).

10.3* Amended and Restated Employment Agreement, dated as of November 5, 2020, between Midland States Bancorp, Inc., Midland States Bank and Eric T.

2 unchanged sentences

and Daniel E.

Casey – filed herewith.

Casey (incorporated by reference to Exhibit 10.

5 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024) .

10.5* Midland States Bancorp, Inc.

7 unchanged sentences

10.8* The Amended and Restated Midland States Bancorp, Inc.

Employee Stock Purchase Plan (Amended and Restated May 1, 2023) – filed herewith.

Employee Stock Purchase Plan (Amended and Restated May 1, 2023) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on February 23 , 2024 ) .

10.9* The Amended Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan ( Amended and Restated May 1, 2023) – filed herewith.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) (incorporated by reference to Exhibit 10.

10 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024) .

10.10* Form of Incentive Stock Option Award Agreement under the Amended and Restated Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan ( Amended and Restated May 1, 2023) – filed herewith.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024 ) .

10.11* Form of Nonqualified Stock Option Award Agreement under the Amended and Restated Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) – filed herewith.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the SEC on February 23 , 2024 ) .

10.12* Form of Restricted Stock Unit Award Agreement under the Amended and Restated Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) – filed herewith.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024 ) .

10.13* Form of Restricted Stock Award Agreement under the Amended and Restated Midland States Bancorp, Inc.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) – filed herewith.

2019 Long-Term Incentive Plan (Amended and Restated May 1, 2023) (incorporated by reference to E xhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024) .

19.1 Midland States Bancorp, Inc.

Insider Trading Policy – filed herewith.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024) .

21.1 Subsidiaries of Midland States Bancorp, Inc.

– filed herewith.

23.1 Consent of Crowe LLP – filed herewith.

31.1 Principal Executive Officer’s Certification required by Rule 13(a)-14(a) – filed herewith.

5 unchanged sentences

97.1 Midland States Bancorp, Inc.

Clawback Policy – filed herewith.

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 23, 2024 ) .

101.INS The Inline XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

MIDLAND STATES BANCORP, INC.

February 23, 2024

/s/ Jeffrey G.

3 unchanged sentences

/s/ Jeffrey C.

Smith Chairman of the Board of Directors February 23, 2024

Smith Chairman of the Board of Directors July 1, 2025

/s/ Jeffrey G.

Ludwig President, February 23, 2024

Ludwig President, July 1, 2025

Ludwig Chief Executive Officer and Vice Chairman

(Principal Executive Officer)

Lemke Chief Financial Officer February 23, 2024

Lemke Chief Financial Officer July 1, 2025

Lemke (Principal Financial Officer)

/s/ Donald J.

Spring Chief Accounting Officer February 23, 2024

Spring Chief Accounting Officer July 1, 2025

Spring (Principal Accounting Officer)

Bingham Director February 23, 2024

Bingham Director July 1, 2025

/s/ Gerald J.

Carlson Director February 23, 2024

Carlson Director July 1, 2025

/s/ Jennifer L.

DiMotta Director February 23, 2024

/s/ Sherina M.

Edwards Director February 23, 2024

/s/ Deborah A.

Golden Director February 23, 2024

McDaniel Director February 23, 2024

DiMotta Director July 1, 2025

/s/ Travis J.

Franklin Director July 1, 2025

McDaniel Director July 1, 2025

/s/ Jeffrey M.

McDonnell Director February 23, 2024

McDonnell Director July 1, 2025

/s/ Richard T.

Ramos Director February 23, 2024

Ramos Director July 1, 2025

/s/ Robert F.

Schultz Director February 23, 2024

Schultz Director July 1, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures