Form 8-K

8-K — Midland States Bancorp, Inc.

Accession: 0001104659-26-058721

Filed: 2026-05-11

Period: 2026-05-08

CIK: 0001466026

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2614269d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614269d1_ex99-1.htm)

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United

States

Securities

And Exchange Commission

Washington, DC 20549

FORM

8-K

Current

Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 8, 2026

Midland States

Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Illinois

001-35272

37-1233196

(State or Other Jurisdiction

Incorporation)

(Commission File Number)

(IRS Employer Identification

No.)

1201 Network Centre Drive

Effingham, Illinois 62401

(Address of Principal Executive Offices) (Zip Code)

Registrant’s

telephone number, including area code: (217) 342-7321

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b)

of the Act:

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common stock, $0.01 par value

MSBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value)

MSBIP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

May 11, 2026, Midland States Bancorp, Inc. (the “Company”) announced that Claire A. Stack was

appointed as Executive Vice President and Chief Financial Officer of the Company and its wholly owned banking subsidiary, Midland States

Bank (the “Bank”), effective May 8, 2026.

Ms.

Stack, age 38, joined the Company in November 2025 as the Company’s

Corporate Controller, and was appointed as Vice President – Chief Accounting Officer and interim Chief Financial Officer in March 2026.

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.

previously disclosed, the Company and the Bank entered into a Change of Control Agreement with Ms. Stack in connection with her prior

appointment as Chief Accounting Officer and interim Chief Financial Officer, which remains in effect. In connection with her appointment

as Executive Vice President and Chief Financial Officer, Ms. Stack executed an offer letter from the Bank, which provides for an annual

salary of $350,000, bonus potential equal to 40% of her base salary, eligibility for annual equity awards equal to 50% of her base salary,

granted as restricted stock or non-qualified stock options, and a one-time grant of restricted stock in connection with her promotion

equal to 50% of her base salary, subject to approval by the Company’s Board of Directors or Compensation Committee. Following Ms.

Stack’s termination of employment, she will generally be subject to non-solicitation restrictions for a period of 12 months.

Item 7.01 Regulation FD Disclosure.

copy of the press release regarding Ms. Stack’s appointment is furnished herewith as Exhibit 99.1.

The

information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under

the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press

Release of Midland States Bancorp, Inc., dated May 11, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SignatureS

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: May 11,

2026 MIDLAND STATES BANCORP, INC.

By: /s/ Nathan Sturycz

Nathan Sturycz

General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614269d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

MIDLAND STATES BANCORP, INC. APPOINTS CLAIRE

STACK CHIEF FINANCIAL OFFICER

Effingham, IL, May 11, 2026 (GLOBE NEWSWIRE)

– Midland States Bancorp, Inc. (Nasdaq: MSBI) (the “Company”) announced today that Claire A. Stack has been appointed

Executive Vice President and Chief Financial Officer of the Company and Midland States Bank, its wholly-owned subsidiary (the “Bank”),

effective May 8, 2026.

Jeff Ludwig, President and Chief Executive Officer

of the Company, commented, “Claire has earned the trust of our organization through her strong leadership, collaborative approach,

and deep financial expertise. Since stepping into the interim CFO role, she has provided stability and clear direction for our finance

team. I’m excited to have her step into the role permanently as we continue building a high-performing, disciplined financial organization

that supports our broader strategic priorities.”

Ms. Stack joined the Company in November 2025

as Corporate Controller and has served as Vice President – Chief Accounting Officer and interim Chief Financial Officer since March

2026. 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.

About Midland States Bancorp, Inc.

Midland States Bancorp, Inc. is a community-based

financial holding company headquartered in Effingham, Illinois, and is the sole shareholder of Midland States Bank. As of March 31, 2026,

the Company had total assets of approximately $6.55 billion, and its Wealth Management Group had assets under administration of approximately

$4.47 billion. The Company provides a full range of commercial and consumer banking products and services, merchant credit card services,

trust and investment management, insurance and financial planning services. For additional information, visit midlandsb.com or follow

Midland States Bank on LinkedIn.

###

CONTACTS:

Claire A. Stack, Chief Financial Officer, at cstack@midlandsb.com or

(217) 342-7321

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