Midland States Bancorp replaces CFO, names interim

Midland States Bancorp, Inc. reported that on March 5, 2026, it terminated Eric Lemke as Chief Financial Officer and principal financial and accounting officer of the company and Midland States Bank.

Rhea-AI Filing Summary

Midland States Bancorp, Inc. reported that on March 5, 2026, it terminated Eric Lemke as Chief Financial Officer and principal financial and accounting officer of the company and Midland States Bank.

The board appointed Claire Stack, age 37, as Vice President – Chief Accounting Officer and interim Chief Financial Officer, making her the new principal financial and accounting officer. Stack joined the company in November 2025 as Corporate Controller and has more than fifteen years of accounting and finance leadership experience in financial services and public companies.

The company and its bank entered into a Change of Control Agreement with Stack, initially running through December 31, 2026 and automatically renewing for one-year periods unless either party gives timely notice. If her employment is terminated without cause or she resigns for good reason in connection with a change in control, she is entitled to a cash payment equal to 150% of her salary plus the average of her prior three years’ bonus payments, as well as up to 12 months of COBRA coverage at employee rates. She is generally subject to 12-month non-solicitation and non-competition restrictions after termination, and payments are conditioned on her signing a general release.

Insights

Bank governance and compensation analyst

Midland States Bancorp replaces its CFO and grants standard change-of-control protections to the interim successor.

The company removed Eric Lemke as Chief Financial Officer on March 5, 2026 and elevated Corporate Controller Claire Stack to interim CFO and Chief Accounting Officer. This keeps financial leadership within an experienced internal candidate with a background in SEC reporting, internal controls, and regulatory compliance.

Stack’s Change of Control Agreement runs initially through December 31, 2026 with automatic one-year renewals, which is typical for executive severance arrangements. In a qualifying termination tied to a change in control, she would receive 150% of salary plus the average of three prior years’ bonuses and up to 12 months of COBRA coverage at employee rates.

The agreement also includes 12-month non-solicitation and non-competition provisions after employment ends and requires a general release of claims for any severance to be paid. Overall, this looks like a conventional executive protection package aligned with standard market practices rather than an unusual or outsized commitment.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Midland States Bancorp (MSBI) announce in this 8-K?

Midland States Bancorp terminated Eric Lemke as Chief Financial Officer and principal financial and accounting officer. The company appointed Claire Stack as Vice President – Chief Accounting Officer and interim CFO, making her the new principal financial and accounting officer effective March 5, 2026.

Who is Claire Stack, the new interim CFO of Midland States Bancorp (MSBI)?

Claire Stack is Vice President – Chief Accounting Officer and interim CFO. She joined Midland States Bancorp as Corporate Controller in November 2025 and has over fifteen years of accounting and finance leadership experience, including roles in public bank accounting, SEC reporting, internal controls, and regulatory compliance.

What are the key terms of Claire Stack’s change of control agreement at Midland States Bancorp (MSBI)?

Her Change of Control Agreement runs through December 31, 2026, with automatic one-year renewals. If terminated without cause or she resigns for good reason in connection with a change in control, she receives 150% of salary plus the average of her prior three years’ bonuses, subject to a release.

What severance and benefits could Claire Stack receive if terminated after a change in control at Midland States Bancorp (MSBI)?

For a qualifying termination in connection with a change in control, she is entitled to a cash payment equal to 150% of her salary plus the average of her last three years’ bonuses, plus up to 12 months of COBRA health coverage at employee rates, contingent on signing a general release.

Does Claire Stack’s agreement with Midland States Bancorp (MSBI) include non-compete or non-solicitation clauses?

Yes. After her employment ends, Claire Stack is generally subject to non-solicitation and non-competition restrictions for 12 months. These covenants help protect the company’s business relationships and confidential information following her departure from Midland States Bancorp or Midland States Bank.

How long does Claire Stack’s change of control agreement with Midland States Bancorp (MSBI) remain in effect after a change in control?

If a change in control occurs during the agreement’s term, the agreement remains in effect for one year following that change in control. This ensures her severance protections and related terms continue during the critical post-transaction integration period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 05:07 PM Learn about SEC filing dates

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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): March 5, 2026

Midland States Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Illinois	001-35272	37-1233196
(State or Other Jurisdiction of 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 ¨

If 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

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.

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: March 6, 2026	Midland States Bancorp, Inc.
	By:	/s/ Claire Stack
		Claire Stack
		Vice President, Chief Accounting Officer

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.7 KB
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