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Claire Stack named CFO of Midland States Bancorp (MSBI) and bank unit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Midland States Bancorp, Inc. appointed Claire A. Stack as Executive Vice President and Chief Financial Officer of the company and Midland States Bank, effective May 8, 2026. She had been serving as Vice President – Chief Accounting Officer and interim CFO since March 2026.

Her offer letter provides a base salary of $350,000, bonus potential equal to 40% of base salary, eligibility for annual equity awards equal to 50% of base salary, and a one-time restricted stock grant equal to 50% of base salary, subject to board or committee approval. After termination, she is generally subject to 12 months of non-solicitation restrictions.

Stack is a CPA with more than fifteen years of accounting and finance leadership experience, including prior roles at Steelcase, several accounting firms, and other companies. As of March 31, 2026, Midland States Bancorp reported total assets of approximately $6.55 billion and Wealth Management Group assets under administration of approximately $4.47 billion.

Positive

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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.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $350,000 Annual salary for Claire A. Stack as Executive Vice President and CFO
CFO bonus potential 40% of base salary Target bonus opportunity for Claire A. Stack
Annual equity awards 50% of base salary Eligible annual equity incentive for Claire A. Stack
One-time restricted stock grant 50% of base salary Promotion-related equity grant for Claire A. Stack, subject to approval
Total assets $6.55 billion Company assets as of March 31, 2026
Assets under administration $4.47 billion Wealth Management Group AUA as of March 31, 2026
Non-solicitation period 12 months Post-termination non-solicitation restriction for Claire A. Stack
Effective date of CFO appointment May 8, 2026 Date Claire A. Stack became Executive Vice President and CFO
7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A financial
"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)"
Change of Control Agreement financial
"the Company and the Bank entered into a Change of Control Agreement with Ms. Stack in connection with her prior appointment"
restricted stock financial
"a one-time grant of restricted stock in connection with her promotion equal to 50% of her base salary"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
non-qualified stock options financial
"eligibility for annual equity awards equal to 50% of her base salary, granted as restricted stock or non-qualified stock options"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
non-solicitation restrictions financial
"Following Ms. Stack’s termination of employment, she will generally be subject to non-solicitation restrictions for a period of 12 months"
assets under administration financial
"its Wealth Management Group had assets under administration of approximately $4.47 billion"
Assets under administration (AUA) is the total market value of clients’ investments and accounts that a financial firm oversees for recordkeeping, reporting, and transaction processing without necessarily deciding how the money is invested. Think of it like a warehouse that stores and tracks other people’s goods: bigger AUA shows a firm’s scale, steady fee potential and client trust, so changes can signal growing business or client withdrawals that matter to investors.
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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 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 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.

 

As 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 7.01Regulation FD Disclosure.

 

A 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, 2026MIDLAND STATES BANCORP, INC.
   
By:/s/ Nathan Sturycz
  Nathan Sturycz
  General Counsel

 

 

 

 

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

 

 

 

FAQ

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

Midland States Bancorp announced the appointment of Claire A. Stack as Executive Vice President and Chief Financial Officer, effective May 8, 2026. She becomes CFO of both the holding company and its banking subsidiary, formalizing a role she had held on an interim basis since March 2026.

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

Claire A. Stack is a Certified Public Accountant with over fifteen years of accounting and finance leadership experience. She joined Midland States Bancorp in November 2025 and previously held senior roles at Steelcase, CliftonLarsonAllen, Agracel, PricewaterhouseCoopers, and KPMG, mainly in financial services-related positions.

What are the key compensation terms for MSBI CFO Claire Stack?

Claire Stack’s offer letter provides a base salary of $350,000, bonus potential equal to 40% of base salary, and eligibility for annual equity awards equal to 50% of base salary. She also receives a one-time restricted stock grant equal to 50% of base salary, subject to board or committee approval.

Does Claire Stack have any restrictive covenants with Midland States Bancorp (MSBI)?

Yes. Following termination of employment, Claire Stack will generally be subject to non-solicitation restrictions for 12 months. She also remains party to a previously disclosed Change of Control Agreement entered into when she became Chief Accounting Officer and interim Chief Financial Officer earlier in 2026.

How large is Midland States Bancorp (MSBI) based on the latest figures in the filing?

As of March 31, 2026, Midland States Bancorp reported total assets of approximately $6.55 billion. Its Wealth Management Group had assets under administration of about $4.47 billion, reflecting a meaningful presence in both traditional banking and investment-related services in its regional markets.

What experience does Claire Stack bring to the CFO role at MSBI?

Claire Stack brings extensive experience in public bank accounting, SEC reporting, internal controls, and audit and regulatory compliance. Her background spans corporate controller positions and senior finance roles at Steelcase, CliftonLarsonAllen, Agracel, PricewaterhouseCoopers, and KPMG, supporting her leadership of Midland’s finance organization.

Filing Exhibits & Attachments

5 documents