Midland States Bancorp, Inc.

Evaluation of disclosure controls and procedures. 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. 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.

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.