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Midland States Bancorp, Inc.

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

MSBI$32.29+1.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

2025 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business4
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments27
Item 1C.Cybersecurity28
Item 2.Properties29
Item 3.Legal Proceedings29
Item 4.Mine Safety Disclosures29
PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29
Item 6.[Reserved]30
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 7A.Quantitative and Qualitative Disclosures About Market Risk53
Item 8.Financial Statements and Supplementary Data54
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure120
Item 9A.Controls and Procedures120
Item 9B.Other Information121
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections121
PART III
Item 10.Directors, Executive Officers and Corporate Governance122
Item 11.Executive Compensation122
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters122
Item 13.Certain Relationships and Related Transactions, and Director Independence122
Item 14.Principal Accountant Fees and Services123
PART IV
Item 15.Exhibits and Financial Statement Schedules123
Signatures128

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this report, references to the "Company," "we," "our," "us," and similar terms refer to the consolidated entity consisting of Midland States Bancorp, Inc. and its wholly owned subsidiaries. Midland States Bancorp refers solely to the parent holding company and Midland States Bank (the "Bank") refers to our wholly owned banking subsidiary.

The acronyms and abbreviations identified below are used throughout this report, including the Notes to the Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report.

2019 Incentive PlanThe Amended and Restated Midland States Bancorp, Inc. 2019 Long-Term Incentive Plan
ACLAllowance for credit losses on loans
ASUAccounting Standards Update
ATMAutomated teller machine
BaaSBanking-as-a-Service
Basel III RuleBasel III regulatory capital reforms required by the Dodd-Frank Act
BHCABank Holding Company Act of 1956, as amended
CBLRCommunity Bank Leverage Ratio
CFPBConsumer Financial Protection Bureau
CISACybersecurity and Infrastructure Security Agency
CRACommunity Reinvestment Act
CRA ProposalJoint Proposal to Strengthen and Modernize Community Reinvestment Act Regulations
CRECommercial Real Estate
CRE GuidanceConcentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance
DFPRIllinois Department of Financial and Professional Regulation
DIFDeposit Insurance Fund
Exchange ActSecurities Exchange Act of 1934
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FHAFederal Housing Administration
FHLBFederal Home Loan Bank
FinTechFinancial Technology
FOMCFederal Open Market Committee
FRBFederal Reserve Bank
GAAPU.S. generally accepted accounting principles
GreenSkyGreenSky, LLC
Illinois CRAIllinois Community Reinvestment Act
LendingPointLendingPoint, LLC
LGDLoss given default
Midland TrustMidland States Preferred Securities Trust
NasdaqNasdaq Global Select Market
NII at RiskNet Interest Income at Risk
OREOOther real estate owned
PCAOBPublic Company Accounting Oversight Board
PCDPurchased credit deteriorated
PDProbability of default
Q-FactorQualitative factor
Regulatory Relief ActEconomic Growth, Regulatory Relief and Consumer Protection Act
SBASmall Business Administration
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
TreasuryU.S. Department of the Treasury

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of, and are intended to be covered by the safe harbor provisions of, the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” and “would” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in Item 1A – "Risk Factors” or Item 7 – "Management’s Discussion and Analysis of Financial Condition and Results of Operations” or the following:

business, economic and political conditions, particularly those affecting the financial services industry and our primary market areas;

the effects of interest rates, including on our net interest income and the value of our securities portfolio as well as monetary and fiscal policies of the U.S. government, including policies of the Treasury and the Federal Reserve;

factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance;

our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses on loans;

the failure of assumptions and estimates underlying the establishment of our allowances for credit losses on loans, and estimation of values of collateral and various financial assets and liabilities;

compliance with governmental and regulatory requirements, particularly those relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage servicing operations;

legislative and regulatory changes, including changes in banking, consumer protection, securities, trade and tax laws and regulations and their application by our regulators;

our dependence upon third parties for certain information system, data management and processing services, and to provide key components of our business infrastructure;

our ability to identify and address cyber-security risks, fraud and systems errors;

our ability to effectively execute our strategic plan and manage our growth;

the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services, including FinTech companies and private credit funds, and demand for financial services in our market areas;

credit risk and risks from concentrations by type of borrower, geographic area, collateral and industry within our loan portfolio and, large loans to certain borrowers including commercial real estate loans;

effects on the U.S. economy resulting from the implementation of policies proposed by the presidential administration, including tariffs, deportations and changes in banking regulation;

risks related to potential acquisitions, including our ability to receive required regulatory approvals, exposure to potential asset and credit quality risks and unknown or contingent liabilities, the time and costs of integrating systems, procedures and personnel, the need for capital to finance such transactions, and possible failures in realizing the anticipated benefits from acquisitions;

changes in our senior management team and our ability to attract, motivate and retain qualified personnel;

liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;

the quality and composition of our loan and investment portfolios and the valuation of our investment portfolio;

demand for loan products and deposit flows;

the costs, effects and outcomes of existing or future litigation;

changes in accounting principles, policies and guidelines; and

the effects of severe weather, natural disasters, acts of war or terrorism, widespread disease or pandemics, and other external events.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. In addition, our past results of operations are not necessarily indicative of our future results. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I

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