Midland States Bancorp, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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Item 5. Other Information
On July 28, 2026, Jeffrey G. Ludwig, who serves as President, Chief Executive Officer and a director of the Company, terminated a previously disclosed Rule 10b5-1 trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The terminated trading arrangement would have expired on November 16, 2026, and provided for the sale of up to 8,383 shares of Company common stock that were subject to stock options held by Mr. Ludwig, subject to certain conditions, including the expiration of the cooling-off period described in Rule 10b5-1(c).
On August 20, 2026, Jerry McDaniel, adirector of the Company, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The trading arrangement expires on November 9, 2027, and provides for the sale of up to 30,000 shares of Company common stock beneficially owned by Mr. McDaniel, subject to certain conditions, including the expiration of the cooling-off period described in Rule 10b5-1(c).
On October 29, 2026, the Company entered into (i) an amendment to the Amended and Restated Employment Agreement, dated as of November 5, 2020, among the Company, the Bank and Jeffrey G. Ludwig, to modify the calculation of severance Mr. Ludwig would be entitled to receive if his employment were terminated under certain circumstances not in connection with a change of control of the Company, such that he would 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, and (ii) amendments to the change of control agreements between the Bank and each of Claire A. Stack, Jeremy A. Jameson and Daniel E. Casey to modify the calculation of severance each such executive would be entitled to receive if his or her employment were terminated under certain circumstances not in connection with a change of control of the Bank, such that he or she would be entitled to receive a payment equal to 100% of the sum of his or her salary plus the average of his or her bonus payments for the prior three years.
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