Management Change/Compensation (Form 8-K)

On March 5, 2026, Eric Lemke was terminated from his position as Chief Financial Officer of Midland States Bancorp, Inc. (the "Company") and its wholly owned subsidiary, Midland States Bank (the "Bank"), and no longer serves as the Company's principal financial officer or principal accounting officer.

On March 5, 2026, the Company appointed Claire Stack, age 37, as Vice President - Chief Accounting Officer and interim Chief Financial Officer, and in such role will serve as the Company's principal financial officer and principal accounting officer. Ms. Stack has served as the Company's Corporate Controller since joining the Company in November 2025. She brings more than fifteen years of accounting and finance leadership experience within the financial services sector, including public bank accounting, SEC reporting, internal controls, and audit and regulatory compliance. Ms. Stack is a Certified Public Accountant (CPA) and previously served as Corporate Controller at Steelcase, Inc., a publicly traded furniture company, and held various senior leadership positions in accounting and finance at CliftonLarsonAllen LLP, a public accounting firm, Agracel, Inc., an industrial real estate developer, PricewaterhouseCoopers LLP, and KPMG LLP. She holds a Bachelor of Science in Accounting and Technology Management from Indiana University's Kelley School of Business.

In connection with the appointment, the Company and the Bank entered into a Change of Control Agreement with Ms. Stack, which provides for an initial term through December 31, 2026, with an automatic renewal for additional one-year periods commencing on each January 1 thereafter, unless either party provides written notice of nonrenewal at least 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 Ms. Stack's termination of employment, she will generally be subject to non-solicitation and non-competition restrictions for a period of 12 months. In the event Ms. Stack's employment is terminated by the Company other than for cause, death, or disability, or she resigns for good reason, in any case, not in connection with a change in control, she 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, she will be entitled to a payment equal to 150% of the sum of her salary plus the average of her bonus payments for the prior three years. In addition, upon such a qualifying termination, she will be entitled to COBRA coverage at employee rates for up to 12 months. Our obligation to make payments to Ms. Stack under her change of control agreement is conditioned on her execution of a general release and waiver of any and all claims with respect to her employment with the Company.

The foregoing summary of the Change of Control Agreement is qualified in its entirety by the form of such agreement, which is filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and incorporated herein by reference.