DEF 14A of Midland States Bancorp, Inc., Mar 23, 2026

DEF 14A of Midland States Bancorp, Inc.

Filed Mar 23, 2026 · FY20250001104659-26-033298

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 4, 2026

    | Other Compensation Programs | 36 | | CEO Pay Ratio | 38 | | PAY VERSUS PERFORMANCE DISCLOSURE | 39 | | PROPOSAL 2 — ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 43 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 44 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 47 | | AUDIT COMMITTEE REPORT | 48 | | PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 | | General | 49 | | Accountant Fees | 49 | | Audit Committee Pre-Approval Policy | 49 |

  2. Director Compensation

    Director Compensation The following table sets forth information regarding 2025 compensation for each of our nonemployee directors. None of the directors receive any compensation or other payment in connection with his or her service as a director other than compensation received from the Company as set forth below.

  3. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | R. Dean Bingham | 63,000 | 45,000 | 108,000 | | Gerald J. Carlson | 60,000 | 45,000 | 105,000 | | James F. Deutsch(2) | — | — | — | | Jennifer L. DiMotta | 51,000 | 45,000 | 96,000 | | Sherina Edwards(3) | 24,000 | — | 24,000 | | Travis J. Franklin | 48,000 | 45,000 | 93,000 | | Jerry L. McDaniel | 57,500 | 45,000 | 102,500 | | Jeffrey M. McDonnell | 46,000 | 45,000 | 91,000 | | Richard T. Ramos | 56,000 | 45,000 | 101,000 | | Robert F. Schultz | 68,000 | 45,000 | 113,000 | | Jeffrey C. Smith | 114,000 | 45,000 | 159,000 |

  4. Director Compensation

    (1) The amounts set forth in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock units granted in 2025 in accordance with FASB ASC Topic 718. The assumptions used in calculating the stock award amounts are set forth in Note 14 to our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts shown are based on a fair market value of $17.32 for awards granted on June 30, 2025. Each of our directors then serving, aside from Mr. Ludwig, received a grant of fully vested restricted stock units on June 30, 2025. There were no outstanding unvested restricted stock units held by any nonemployee director as of December 31, 2025. (2) Mr. Deutsch was appointed to the Company’s board of directors on February 3, 2026. (3) Ms. Edwards resigned from the Company’s board of directors effective May 12, 2025. Under our director compensation policy, nonemployee directors are provided with cash compensation and, except as described below, an annual equity award of restricted stock units under the 2019 LTIP (as defined below). Certain of our nonemployee directors defer a portion, or all, of their director compensation under the Director Deferred Compensation Plan. Cash Compensation. Each nonemployee director receives a $40,000 annual retainer, except that the Chairman of the board is entitled to an annual retainer of $85,000. Company board committee chairs and members are also entitled to a fee for such service as follows (respectively): • Audit Committee: $15,000/$6,000 • Risk Policy & Compliance Committee: $10,000/$5,000 • Nominating and Governance Committee: $10,000/$5,000 • Compensation Committee: $10,000/$6,000 In addition to the foregoing, any nonemployee director serving on the Director Credit Risk Committee is entitled to an additional annual fee of $18,000, and any such director serving on the trust committee of the Bank board is entitled to an additional annual fee of $3,000. All cash compensation paid to nonemployee directors is earned and paid quarterly. Equity Compensation. Except as described below, each nonemployee director is also entitled to an annual equity award of fully vested restricted stock units with a grant date value of $45,000. The equity award is granted on June 30 of each year. Compensation Arrangements for Mr. Deutsch. Mr. Deutsch is a senior partner of Patriot Financial Partners, L.P. (“Patriot”), a private equity fund specializing in investments in the financial services industry and current shareholder of the Company. At Mr. Deutsch’s request, any compensation to which he is entitled will be paid to Patriot. In addition, the Company and Mr. Deutsch have agreed that, in lieu of any equity awards that he would otherwise be entitled to receive, the Company will pay Patriot an amount in cash equal to the grant date value of such award.

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS At the annual meeting, our shareholders will elect four Class I directors for a term expiring at the 2029 annual meeting of shareholders. The Company’s directors are divided into three classes having staggered terms of three years. As described further below, each of the four nominees is an incumbent director. Each nominee has consented to being a nominee and serving on the board, if elected, but if any of the nominees becomes unavailable for election, the holders of the proxies may vote for another nominee when voting at the meeting. Shareholders of the Company have no cumulative voting rights with respect to the election of directors. Set forth below is information concerning the nominees for election and for the other directors whose terms of office will continue after the meeting. The board of directors unanimously recommends that you vote “FOR” each of the nominees for director.

  6. Nominees for Election

    Nominees for Election

  7. Nominees for Election

    | | Name | Age | Position with the Company | Director Since | | Class I Term expires 2029 | Jennifer L. DiMotta | 52 | Director | 2018 | | | Jeffrey G. Ludwig | 54 | President, Chief Executive Officer and Director | 2019 | | | Richard T. Ramos | 63 | Director | 2012 | | | Jeffrey C. Smith | 64 | Chairman of the Board | 2005 |

  8. Continuing Directors

    Continuing Directors

  9. Continuing Directors

    | | Name | Age | Position with the Company | Director Since | | Class II Term expires 2027 | Gerald J. Carlson | 67 | Director | 2024 | | | James F. Deutsch | 70 | Director | 2026 | | | Travis J. Franklin | 49 | Director | 2024 | | | Robert F. Schultz | 61 | Director | 2002 | | Class III Term expires 2028 | R. Dean Bingham | 61 | Director | 2020 | | | Jerry L. McDaniel | 61 | Director | 2012 | | | Jeffrey M. McDonnell | 62 | Director | 2015 |

  10. Continuing Directors

    Each of our continuing directors listed above and, if elected, each of the nominees listed above, will hold office until the annual meeting of shareholders in the year indicated, or until their earlier resignation or removal. If a nominee fails to receive the affirmative vote of the majority of the votes of the shares represented at the meeting and entitled to vote, that nominee will not be elected, resulting in a vacancy on the board of directors. Under the Company’s Articles of Incorporation, the board of directors may fill any such vacancy, including by appointing the nominee who was not elected. There are no arrangements or understandings with any of the nominees pursuant to which they have been selected as nominees or directors. The business experience of each nominee and continuing director, as well as their qualifications to serve on the board, is set forth below. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years. Other than as described below, no nominee, continuing director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers.

  11. Continuing Directors

    | Jeffrey C. Smith | Background. Mr. Smith serves as the Chairman of the Company, a position he has held since 2020. He is a Principal and Managing Partner of Walters Golf Management, a golf club management company headquartered in St. Louis, Missouri, which manages a number of properties and offers turnkey management, construction management, acquisition, consulting, agronomics and remodeling/redecorating services. The company also has a revenue management business assisting facilities to improve annual green fee income through innovative software systems and methodologies. He has been with Walters Golf Management Group since 1996 and also serves on two not-for-profit philanthropic boards, The Greater St. Louis Golf Charities, and the Metropolitan Golf Foundation. Mr. Smith received his B.S. in Education from the University of Missouri. Skills and Qualifications. Our board considered Mr. Smith’s business experience, his management experience as the managing partner of a business and his knowledge of the business community in our St. Louis market area in determining that he should be a member of our board. |

  12. Continuing Directors

    | Jeffrey G. Ludwig | Background. Mr. Ludwig serves as President and Chief Executive Officer of the Company, positions he has held since March 2018 and January 2019, respectively, and as Chief Executive Officer of the Bank since March 2018. Prior to those appointments, Mr. Ludwig served as Executive Vice President of the Company and the Bank since 2010, and also as Chief Financial Officer of the Company and the Bank from November 2006, when he joined the Company and the Bank, through November 2016 and from October 2017 until March 2018. Mr. Ludwig also previously served as President of the Bank from November 2016 until he was promoted to Chief Executive Officer of the Bank in March 2018. He serves on the Company’s Executive Committee. Prior to joining the Company, Mr. Ludwig held the positions of Associate Director, Corporate Reporting, for Zimmer Holdings, Inc., an NYSE-listed company in Warsaw, Indiana, from 2005 to 2006; Director of Corporate Accounting for Novellus Systems, Inc., a Nasdaq-listed company in San Jose, California, from 2002 to 2005; and various positions, including Senior Manager — Audit & Advisory Services, for KPMG LLP in its banking practice in St. Louis, Missouri, from 1993 to 2000 and in its technology practice in Mountain View, California, from 2000 to 2002. In addition to his positions at the Company, Mr. Ludwig serves as a member of the Federal Advisory Council of the Board of Governors of the Federal Reserve System. Mr. Ludwig received his B.S. in Accounting from Eastern Illinois University. Skills and Qualifications. Our board considered Mr. Ludwig’s positions as President and Chief Executive Officer of the Company, his experience in executive officer roles within the Bank, and his long-standing relationships within the business community in determining that he should be a member of our board. |

  13. Continuing Directors

    | R. Dean Bingham | Background. Mr. Bingham has served on the board of directors of the Bank since 2018 and joined the board of directors of the Company in 2020. Beginning in January 2025, Mr. Bingham served as the Vice Chairman of the Board of Agracel, Inc. Prior to becoming Vice Chairman, Mr. Bingham served as President, and then Chief Executive Officer of Agracel, an industrial developer of facilities for manufacturing and high-tech entities in small to midsized communities, from 1994 to 2024. Throughout his career, Mr. Bingham has been directly involved with the development of over 25 million square feet of industrial projects on long term leases, focused primarily in tertiary markets with an emphasis on manufacturing. Mr. Bingham received his B.S. in Industrial Engineering from the University of Illinois. Skills and Qualifications. Our board considered Mr. Bingham’s business experience, his management experience as the President of a business and his knowledge of the business community in determining that he should be a member of our board. |

  14. Continuing Directors

    | Gerald J. Carlson | Background. Mr. Carlson joined the Company’s board of directors in February 2024 and serves as Chair of our Audit Committee. He previously served as Managing Partner of KPMG for the firm’s Washington, D.C. metropolitan and Chesapeake regions, a position he held from 2013 until his retirement in 2019. Prior to that, Mr. Carlson served as Managing Partner of KPMG’s St. Louis office, which position he held since 2008. Throughout his career, Mr. Carlson served as an audit partner and advisor to private and publicly held clients, including a number of Fortune 500 companies. As a Managing Partner of KPMG, Mr. Carlson was responsible for leading a culture of ethics and integrity, developing marketplace strategies for growth, overseeing high-quality client service, attracting and retaining key resources and representing KPMG in the marketplace. Mr. Carlson has served on the boards of many organizations, including currently serving on the boards of two private equity backed companies, the Great Rivers Greenway Foundation, Connected DMV, and the Dean’s Advisory Board of the Robert S. Trulaske School of Business at the University of Missouri — Columbia. He previously served on the boards of the Greater Washington Board of Trade, the Regional Business Council, and Catholic Charities of the Archdiocese of St. Louis, among others. Mr. Carlson holds a B.A. in Accounting and a Master’s Degree in Accounting from University of Missouri — Columbia. Skills and Qualifications. Our board considered Mr. Carlson’s business and leadership experience as a managing partner of a professional services and audit firm, his experience with both public and private sectors, his knowledge of corporate governance and his accounting experience in determining that he should be a member of our board. |

  15. Continuing Directors

    | James F. Deutsch | Background. Mr. Deutsch has over 40 years of experience in banking. Currently, he is a senior partner with Patriot Financial Partners, L.P., a private equity firm based in Radnor, Pennsylvania, and has been with Patriot since January 2012. Prior to joining Patriot in 2012, he served as president, CEO, and founder of Team Capital Bank, a privately held institution headquartered in Bethlehem, Pennsylvania. Before Team Capital, Mr. Deutsch spent over 25 years with Commerce Bank, Brown Brothers Harriman, and Summit Bank. At those banks, he held various management positions in commercial banking, investment banking, and corporate finance. At Patriot, Mr. Deutsch is a member of the Investment Committee, and he also has responsibility for new investment opportunities. He has served on the board of directors of more than ten banks ranging in size from $1 billion to $30 billion in assets. Outside of Patriot, Mr. Deutsch has served on the boards of many not-for-profit agencies and served as Chair on several of those, including the State Theatre, Valley Youth House, and Minsi Trails Boy Scouts. Mr. Deutsch currently serves on the board of Avidbank Holdings, Inc. and previously served on the boards of directors of the following public companies: Trinity Capital (January 2017 – March 2019); MBT Financial (May 2015 – September 2019); Enterprise Financial Services Corporation (March 2019 – April 2021); and Pacific Mercantile Bancorp (November 2018 – October 2021). Mr. Deutsch received his B.S. in Finance and his MBA from Lehigh University. Skills and Qualifications. Our board considered Mr. Deutsch’s extensive experience in banking and the financial services industry and community leadership in determining that he should be a member of our board. |

  16. Continuing Directors

    | Jennifer L. DiMotta | Background. Mrs. DiMotta is Co-Founder and Managing Partner of Dundee Growth Partners, an operator-led growth firm that partners with founder-led businesses to drive profitable scale across all industries. At Dundee Growth Partners, she works closely with CEOs and leadership teams to build scalable operating models, strengthen financial discipline, and accelerate sustainable growth. She is also the Founder of Uprisors, a leadership development platform designed to help high-performing women advance into senior executive roles through a structured, six-step leadership system that integrates leadership development, financial acumen, and personal sustainability. Previously, Mrs. DiMotta served as President of DiMotta International LLC, an international consulting firm focused on digital transformation, leadership development, and aggressive sales growth. Prior to that, she held senior executive roles across global retail organizations, including Executive Vice President and Chief Marketing Digital Officer of MediaMarktSaturn, Europe’s largest consumer electronics retailer. Earlier in her career, she served as Vice President of Digital and Omnichannel at Bluemercury Inc., Vice President of eCommerce at Sports Authority, Inc., and Senior Director of eCommerce at Office Depot, where she led enterprise-level eCommerce and digital marketing transformation initiatives. Mrs. DiMotta holds a Bachelor of Arts in Criminal Justice from the University of Nebraska and a Master’s Degree in Leadership from Bellevue University. Skills and Qualifications. Our board considered Mrs. DiMotta’s more than 20 years’ experience in leadership and management, business development, and information technology, including omnichannel strategies, in determining that she should be a member of our board. |

  17. Continuing Directors

    | Travis J. Franklin | Background. Mr. Franklin is the Executive Vice President and Chief Financial Officer of Heartland Dental, LLC, a leading dental support organization that provides operational support to dental practices nationwide, a position he has held since 2016. Prior to joining Heartland Dental he served as Chief Investment Officer for a family office. Mr. Franklin holds a B.S. in Business Management and an M.B.A. from Eastern Illinois University. Skills and Qualifications. Our board considered Mr. Franklin’s business and leadership experience as a chief financial officer of a large private company and his accounting experience in determining that he should be a member of our board. |

  18. Continuing Directors

    | Jerry L. McDaniel | Background. Mr. McDaniel, who serves as Chair of our Nominating and Corporate Governance Committee, is President of Superior Fuels, Inc., whose principal business was the wholesale supply of propane and petroleum products prior to the sale of these business lines and which now holds various real estate investments, a position he has held since 2007, and President of Dirtbuster Carwash LLC, which operates carwashes in Southern Illinois and Indiana. In addition to his ownership of these businesses, Mr. McDaniel is a principal in other businesses, including real estate development. Mr. McDaniel is a licensed pilot and previously served on the board of the Southeastern Illinois Community Foundation from 2013 to 2020. Prior to joining our board, Mr. McDaniel served as a director of another local community bank. Skills and Qualifications. Our board considered Mr. McDaniel’s experience in starting and running several local businesses, his broad investment experience and his prior service as a director of a community bank in determining that he should be a member of our board. |

  19. Continuing Directors

    | Jeffrey M. McDonnell | Background. Mr. McDonnell is Chief Executive Officer of J&J Management Services, Inc., a private management company, a position he has held since 2012, and prior to that as President and Chief Compliance Officer since 1997. Prior to Midland’s acquisition of Heartland Bank in December 2014, Mr. McDonnell was a director of Heartland Bank and its parent company, Love Savings Holding Company. Mr. McDonnell holds a B.A. in Economics from Princeton University, an M.B.A. from the University of Michigan and a certification as a Chartered Financial Analyst. Skills and Qualifications. Our board considered Mr. McDonnell’s service on the boards of Love Savings Holding Company and Heartland Bank and his other business experience in determining that he should be a member of our board. |

  20. Continuing Directors

    | Richard T. Ramos | Background. Mr. Ramos, who serves as Chair of our Compensation Committee, is Senior Vice President, Chief Financial Officer of Maritz Development, operating unit of Maritz Holdings, Inc., headquartered in St. Louis, Missouri. Prior to this position, Mr. Ramos was the Executive Vice President of Maritz Holdings, Inc. Maritz specializes in the design and development of incentive, reward and loyalty programs focused on improving workforce quality and customer satisfaction. He has been with Maritz since 2000. Prior to joining Maritz, Mr. Ramos served as Chief Financial Officer for Purcell Tire and Rubber Company, practiced corporate law at the firm of Blumenfeld, Kaplan and Sandweiss in St. Louis, and was a senior manager at KPMG LLP. He received his B.S. in Business Administration from the University of Missouri in St. Louis and his J.D. from St. Louis University School of Law. Mr. Ramos is a Certified Public Accountant (inactive) and a member of the Missouri Bar. Skills and Qualifications. Our board considered Mr. Ramos’s experience as a chief financial officer and board member and his accounting acumen in determining that he should be a member of our board. |

  21. Continuing Directors

    | Robert F. Schultz | Background. Mr. Schultz serves as Managing Partner of the J.M. Schultz Investment, L.L.C., a private family office. He has been with this organization since 1989. Since 1996, he also has served as Chairman of the Board of Directors of AKRA Builders Inc., a multi-state construction, design-build and project management firm headquartered in Teutopolis, Illinois. Prior to joining the Company’s board of directors, he served on the board of directors of Prime Banc Corp. and First National Bank of Dieterich. He also serves as a founding board member of national, state and regional non-profit organizations focused on social services and student education. Mr. Schultz received his B.S. in Finance from the University of Illinois and a J.D. from the University of Notre Dame Law School. Skills and Qualifications. Our board considered Mr. Schultz’s business and investment experience, his experience as a director of other community banks, and his knowledge of the business community in our central Illinois market area in determining that he should be a member of our board. |

  22. Continuing Directors

    The business experience for each of our executive officers not discussed above is as follows: Jeffrey S. Mefford. Mr. Mefford, age 60, serves as Executive Vice President of the Company and President of the Bank, positions he has held since March 2018. As previously disclosed, he has informed the Company and the Bank of his plan to retire, effective June 30, 2026. Mr. Mefford has been with the Bank since 2003, and prior to his appointment as Executive Vice President of the Company and President of the Bank, he served as the Bank’s Executive Vice President — Banking since October 2010. Prior to serving as Executive Vice President — Banking, Mr. Mefford served as the Bank’s Illinois Region Market President, responsible for the banking offices in our central Illinois market. Prior to joining the Bank, Mr. Mefford held the position of President and Chief Executive Officer of Farmers State Bank of Camp Point in Camp Point, Illinois, from 2000 to 2003. Mr. Mefford received his B.S. in Business Administration from Illinois College and his M.B.A. from William Woods University. Jeremy A. Jameson. Mr. Jameson, age 45, serves as Executive Vice President and Chief Credit Officer of the Bank, a position he has held since July 2024, and the Bank plans to promote him to the newly-created role of Executive Vice President — Chief Banking Officer, effective March 31, 2026, in connection with Mr. Mefford’s anticipated retirement. Prior to joining the Bank, Mr. Jameson served as the Executive Vice President and Chief Credit Officer of Battle Bank from October 2022 to July 2024 and as the Senior Vice President and Director of Credit Policy & Administration at Enterprise Bank & Trust from April 2016 through October 2022. Previously, Mr. Jameson held positions at various other banks, and he has over 20 years of experience in the banking industry. He received his B.S. in Finance from Iowa State University and graduated from Louisiana State University’s Graduate School of Banking. Claire A. Stack. Ms. Stack, age 37, serves as the Company’s Vice President — Chief Accounting Officer and interim Chief Financial Officer. Prior to her appointment to these positions on March 5, 2026, she served as the Company’s Corporate Controller, since joining the Company in November 2025. Ms. Stack 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. She 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. Daniel E. Casey. Mr. Casey, age 54, serves as the Bank’s Executive Vice President and Chief Risk Officer, a position he has held since May 2023. Prior to joining the Bank, Mr. Casey was the Managing Director, Global Head of Credit Portfolio Management (Integrated Supply and Trading) at BP plc from 2009 to 2023. He also held positions at ABN AMRO Bank N.V./ LaSalle Bank, N.A., as Managing Director, Portfolio Strategist and Global Head of Markets (Group Treasury) from 2004 to 2009, and Bank One, N.A. as Director, Credit Portfolio Group from 2002 to 2004. Mr. Casey received his B.S. in Finance from Eastern Illinois University and his M.B.A. from St. Xavier University, Graham School of Management.

  23. Compensation Best Practices

    | What We Do | What We Do Not Do | | • Use performance-based incentives as a significant portion of our NEOs’ total compensation • Use peer group benchmarking to inform compensation decisions • Condition short-term incentive-based compensation on key performance metrics (non-performing assets/total assets, adjusted earnings per share and adjusted pre-tax pre-provision income) • Condition annual long-term incentives on four-year equal tranche vesting • Have a clawback policy for incentive compensation that is compliant with SEC and NASDAQ rules • Have stock ownership guidelines for executives and directors • Provide for severance payments only upon an involuntary termination of employment where the termination was without cause or for “good reason” (whether or not such termination is in connection with a change in control) • Conduct an annual risk-based assessment of our compensation program | • Provide tax gross-ups, except for those available to all employees generally • Include walk-away severance payments or single-trigger cash payments upon a change in control • Provide single-trigger vesting of equity awards in change of control transactions for awards granted under our 2019 Long-Term Incentive Plan • Re-price equity awards without prior shareholder approval • Allow hedging of Company stock • No liberal change in control definition in individual contracts or equity plans and no unspecified treatment of equity awards in the event of a change in control • Offer any executive pension plans • Have employment agreements that provide for guaranteed salary increases, cash incentive bonuses, or equity incentive compensation |

  24. Elements of Compensation

    | Pay Element | How It’s Paid | Purpose | | Base Salary | Cash (Fixed) | Provide competitive and consistent compensation relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | | Annual Incentives | Cash (Variable) | Reward executive officers for delivering on annual strategic objectives. | | Long-Term Incentives | Equity (Variable) | Provide incentives for our NEOs to create shareholder value and retain our NEOs through long-term vesting. |

  25. The Decision-Making Process

    The Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at www.midlandsb.com under “Investors — Corporate Governance — Governance Highlights.” Role of Executive Officers. None of our NEOs participates in or makes recommendations with respect to the determination of their own compensation. The Compensation Committee is responsible for all compensation decisions affecting our Chief Executive Officer. Additionally, the Compensation Committee sets the terms of the performance-based annual cash incentive bonuses and long-term equity incentive awards for all our NEOs and determines the actual payouts of such bonuses and awards. Our Chief Executive Officer recommends salary adjustments for the other NEOs, which the Compensation Committee reviews and approves prior to adjustments becoming effective. Use of Independent Consultants. The Compensation Committee has authority to retain, at the Company’s expense, outside counsel, experts, compensation consultants and other advisors, as needed. For 2025, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as an independent compensation consultant to advise it on compensation matters. In 2025, Pearl Meyer’s specific services to the Compensation Committee included reviewing and updating, as appropriate, our compensation philosophy; analyzing our NEO and director compensation levels, including based on our peer group; reviewing the alignment of CEO pay with bank performance, and analyzing our equity utilization. Pearl Meyer also provided reports to the Compensation Committee on market compensation trends and developments. In its engagement of Pearl Meyer, the Compensation Committee considered the independence of its compensation advisor under applicable SEC and Nasdaq listing rules and concluded there was no conflict of interest with respect to their engagement. The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. The Compensation Committee reviews the composition of the peer group on an annual basis to ensure that it continues to be appropriate. The peer group used for the purpose of setting 2025 compensation levels was the same peer group used in 2023 and 2024. This peer group was originally established following a comprehensive and in-depth assessment by the Compensation Committee, conducted with the support of Pearl Meyer, to ensure that the selected companies appropriately reflected the Bank’s size, scope, and market position. In conducting this review, the Compensation Committee considered objective screening criteria, including asset size, business mix, geographic footprint, and overall organizational complexity, as well as qualitative factors such as business model and strategic profile. The assessment also incorporated a review of the broader marketplace to identify any necessary additions or removals, resulting in significant and appropriate changes to the peer group at that time. During its 2024 review of the peer group, the Compensation Committee determined that the current group of peer companies remained appropriate for 2025 compensation decisions. Our peer group companies for 2025 were as follows:

  26. Annual Cash Incentive Bonus — Corporate Bonus Plan

    Annual Cash Incentive Bonus — Corporate Bonus Plan The Compensation Committee believes that performance-based compensation can and should incentivize our NEOs to drive the Company’s growth, balanced with the assumption of reasonable risk. Accordingly, we account for several performance- and risk-based metrics in their annual cash incentive bonuses. Annual cash incentive bonuses may be earned in accordance with the terms of the Company’s Corporate Bonus Plan (the “Bonus Plan”). Actual payouts depend on the achievement of pre-determined financial performance objectives and can range from 0% to a cap of 198% of target award amounts. Target annual award opportunities are expressed as a percentage of base salary and were established based on the NEO’s level of responsibility and their ability to impact the Company’s overall financial results. To emphasize corporate performance, 100% of the bonus opportunities available to our NEOs are conditioned on Company performance. On a year-by-year basis, the Compensation Committee structures the Bonus Plan by selecting and weighting annual financial goals under which bonuses may be earned. In accordance with the weighting assigned by the Compensation Committee, our NEOs are eligible to earn a portion of their target cash incentive bonuses if the Company attains a sufficient level of performance for a particular metric. If we fail to attain more than 90% of the target performance goal for any performance metric, our NEOs earn no amount of their target bonuses subject to such metric. If we achieve greater than 90% but less than 100% of the target performance goal for any performance metric, our NEOs earn between 50% and 100% of the amount of their target bonuses subject to such metric, with actual payouts determined based on a sliding scale. If we achieve above 100% of a performance goal, the NEOs will earn an increased percentage of the amount of their target bonuses. Performance at or above 130% of target for the adjusted EPS and adjusted pre-tax pre-provision measures results in a maximum payout of 250% of target for each of these measures. Payouts for the nonperforming assets to total assets measure are capped at the target level. Annual cash incentive bonuses are based on the level of achievement of financial metrics selected by the Compensation Committee for the respective year. As described in this CD&A under “Executive Summary — 2025 Compensation Highlights above, the annual cash incentive bonuses for our NEOs in 2025 were based upon the following Company performance metrics: • Non-Performing Assets/Total Assets — 35% of the annual cash incentive bonus was based upon achieving a specified non-performing assets to total assets goal for the year, defined as the total amount of non-performing assets, which includes non-accrual loans, loans 90 days or more past due and still accruing interest, and other real estate owned, divided by the amount of total assets (“NPA/Total Assets”). • Adjusted Earnings Per Share — 35% of the annual cash incentive bonus was based upon achieving a specified earnings per share goal for the year, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt (“Adjusted EPS”). • Adjusted Pre-Tax, Pre-Provision Income — 30% of the annual cash incentive bonus was based upon achieving a specified pre-tax, pre-provision income goal for the year, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt (“Adjusted PTPP Income”). The table below summarizes the components and results of the Bonus Plan for our NEOs for the 2025 fiscal year.

  27. Annual Cash Incentive Bonus — Corporate Bonus Plan

    | 2025 Metric (dollars in thousands, except per share data) | Metric Weight | Threshold Goal | Target Goal | Actual Result | Percent Attained | Payout Percentage | | NPA/Total Assets | 35% | 1.39% | 1.55% | 1.02% | 100% | 35% | | Adjusted EPS | 35% | $2.57 | $2.85 | $1.46 | 0% | 0% | | Adjusted PTPP Income | 30% | $100,198 | $111,331 | $104,234 | 70% | 21% | | Total Payout | | | | | | 56% |

  28. Annual Cash Incentive Bonus — Corporate Bonus Plan

    The Compensation Committee oversees performance throughout the fiscal year, evaluating progress against set objectives, and has the discretion to consider adjustments for exceptional items that may distort the assessment of normal operating performance, such as costs related to restructuring, acquisitions, legal matters, and pandemic-related impacts. These adjustments aim to maintain fairness to both participants and shareholders, while also fostering actions that promote the long-term health of the business and align with predetermined performance goals. For 2025, the Compensation Committee elected to exercise its discretion to decrease the incentive bonuses for our NEOs from 56% of target level to 40% of target level. Based upon achievement against the performance metrics for 2025, the Corporate Bonus Plan funded at levels that would have resulted in payouts above those ultimately approved. After considering overall performance and stock price results, the Compensation Committee exercised its discretion to reduce bonus payouts to levels it believed appropriately reflected Company performance, shareholder experience, and investor expectations. The table below summarizes the annual cash incentive bonus targets and actual payouts for each NEO for the 2025 fiscal year.

  29. Annual Cash Incentive Bonus — Corporate Bonus Plan

    | Name | 2025 Target (% of Salary) | Actual Bonus (% of Salary) | Actual Bonus ($) | | Jeffrey G. Ludwig | 65% | 26% | 194,956 | | Jeffrey S. Mefford | 60% | 24% | 126,000 | | Jeremy A. Jameson | 65% | 26% | 118,662 | | Eric T. Lemke | 40% | 16% | 69,987 | | Daniel E. Casey | 40% | 16% | 54,498 |

  30. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Compensation Committee believes that equity awards serve to align each officer’s interests with those of our shareholders. The equity awards held by our NEOs and reflected in the compensation tables below all relate to awards made under our 2019 Long-Term Incentive Plan (the “2019 LTIP”) or its predecessor plans. The Compensation Committee typically grants equity awards to each NEO at the time the individual is hired and, thereafter, on an annual basis as part of our overall executive compensation program. The Compensation Committee grants equity awards to encourage our NEOs to stay with, and maximize the performance of, the Company over the long term and to discourage excessive focus on short-term metrics at the expense of the long-term health of the organization. In November 2025, the Compensation Committee granted equity awards using 100% restricted stock as follows:

  31. Long-Term Equity Incentive Awards

    | Name | Shares of Restricted Stock | Per Share Fair Value | Actual Grant Date Fair Value | | Jeffrey G. Ludwig | 38,410 | $14.64 | $562,322 | | Jeffrey S. Mefford | 23,310 | $14.64 | $341,258 | | Jeremy A. Jameson | 23,310 | $14.64 | $341,258 | | Eric T. Lemke | 14,940 | $14.64 | $218,721 | | Daniel E. Casey | 10,760 | $14.64 | $157,526 |

  32. Long-Term Equity Incentive Awards

    Each grant of restricted stock awards vests annually in equal portions on the first four anniversaries of the grant date, assuming the executive’s employment has not previously terminated. Each grant also vests in full upon an involuntary termination in connection with a change in control of the Company or the NEO’s termination of employment due to death or disability. The grant date fair value of the restricted stock awards in 2025 was determined based on a share price of $14.64, the closing share price of the Company’s common stock as of the trading day immediately prior to the date of grant. In addition to the equity awards described above, on May 5, 2025, Mr. Jameson received an additional award of 27,278 shares of restricted stock. As with the other awards described above, this award vests annually in equal portions on the first four anniversaries of the grant date, assuming Mr. Jameson’s employment has not previously terminated. The grant also vests in full upon an involuntary termination in connection with a change in control of the Company or Mr. Jameson’s termination of employment due to death or disability. The grant date fair value of the award was determined based on a share price of $18.33, the closing share price of the Company’s common stock as of the trading day immediately prior to the date of grant.

  33. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments (“Options”). Accordingly, the Company has no specific policy or practice on the timing of awards of Options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of Options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  34. Regulatory Impact on Compensation

    Regulatory Impact on Compensation As a publicly traded financial institution, the Company is subject to additional regulatory requirements, most notably, the Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards”). The Federal Deposit Insurance Corporation (the “FDIC”) has long held that excessive compensation is prohibited as an unsafe and unsound practice under the Safety and Soundness Standards. In describing a framework to determine whether compensation is excessive, the FDIC has indicated that financial institutions should consider whether aggregate cash amounts paid, or non-cash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee. The FDIC encourages financial institutions to review an employee’s compensation history and to consider internal pay equity, and, as appropriate, to consider benchmarking compensation to peer groups. Finally, the FDIC provides that, in order to give proper context, such an assessment must be made in light of the institution’s overall financial condition. Additionally, the Compensation Committee must also take into account the joint agency Guidance on Sound Incentive Compensation Policies (the “Guidance”), which is intended to complement the Safety and Soundness Standards. The Guidance sets forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs and arrangements maintained by financial institutions. Other matters, such as accounting, tax and SEC requirements regarding risk assessment are also considered by the Compensation Committee as part of its compensation design and annual decisions.

  35. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid, awarded to, or earned for our fiscal years ended December 31, 2025, 2024 and 2023 by each of our NEOs.

  36. Summary Compensation Table

    Summary Compensation Table

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jeffrey G. Ludwig President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank | 2025 | 749,800 | 562,322 | 194,956 | 25,163 | 1,532,241 | | | 2024 | 749,800 | 562,276 | 130,233 | 23,934 | 1,466,243 | | | 2023 | 721,000 | 540,782 | 348,731 | 23,272 | 1,633,785 | | Jeffrey S. Mefford Executive Vice President of the Company and President of the Bank | 2025 | 525,000 | 341,258 | 126,000 | 23,577 | 1,015,835 | | | 2024 | 525,000 | 341,112 | 82,223 | 22,252 | 970,587 | | | 2023 | 463,600 | 401,248 | 206,939 | 21,540 | 1,093,227 | | Jeremy A. Jameson(5) Executive Vice President and Chief Credit Officer of the Bank | 2025 | 456,400 | 841,264 | 118,662 | 11,500 | 1,427,826 | | Eric T. Lemke Senior Vice President and Chief Financial Officer of the Company and the Bank | 2025 | 437,400 | 218,721 | 69,987 | 16,097 | 742,205 | | | 2024 | 437,400 | 218,647 | 46,299 | 15,795 | 718,141 | | | 2023 | 405,020 | 202,475 | 119,889 | 14,815 | 742,199 | | Daniel E. Casey(6) Executive Vice President and Chief Risk Officer of the Bank | 2025 | 340,615 | 157,526 | 54,498 | 11,630 | 564,269 | | | 2024 | 334,800 | 150,704 | 35,870 | 10,500 | 531,874 | | | 2023 | 206,250 | 196,245 | 61,875 | 6,312 | 470,682 |

  38. Summary Compensation Table

    (1) The amounts set forth in the “Salary” column reflects base salary earned in each fiscal year. (2) The amounts set forth in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards for the years ended December 31, 2025, 2024 and 2023 in accordance with FASB ASC Topic 718. The assumptions used in calculating the stock award amounts are set forth in Note 16 to our consolidated financial statements filed with the SEC on our Annual Report on Form 10-K for the year ended December 31, 2025. (3) The amounts set forth in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive awards earned pursuant to the Bonus Plan. The amounts set forth in the “All Other Compensation” column for the 2025 fiscal year are summarized below.

  39. Summary Compensation Table

    | Name | Year | Perquisites(i) ($) | Company 401(k) Match(ii) ($) | Company HSA(ii) ($) | Total “All Other Compensation” ($) | | Jeffrey G. Ludwig | 2025 | 13,663 | 10,500 | 1,000 | 25,163 | | Jeffrey S. Mefford | 2025 | 12,077 | 10,500 | 1,000 | 23,577 | | Jeremy A. Jameson | 2025 | — | 10,500 | 1,000 | 11,500 | | Eric T. Lemke | 2025 | 5,597 | 10,500 | — | 16,097 | | Daniel E. Casey | 2025 | 130 | 10,500 | 1,000 | 11,630 |

  40. Summary Compensation Table

    (i) The amounts set forth in the “Perquisites” column for each of the NEOs includes imputed income (determined for income tax reporting) on the BOLI split-dollar benefit. Additionally, the reported amount includes club dues for each of Messrs. Ludwig, Mefford and Lemke, and the use of a Company-owned vehicle for each of Messrs. Ludwig and Mefford. (ii) The amounts set forth in the “Company 401(k) Match” column reflect Company matching contributions under the 401(k) Plan. (iii) The amounts set forth in the “Company HSA” column reflect Company contributions under the health savings accounts. (5) Mr. Jameson was hired as Chief Credit Officer of the Bank on July 29, 2024. (6) Mr. Casey was hired as Chief Risk Officer of the Bank on May 1, 2023.

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on incentive compensation and equity grants awarded to our NEOs during 2025. All such grants were made under our 2019 LTIP, which is described in more detail below.

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  43. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Jeffrey G. Ludwig | — | 243,685 | 487,370 | 965,031 | — | — | | | 11/03/25 | — | — | — | 38,410 | 562,322 | | Jeffrey S. Mefford | — | 157,500 | 315,000 | 623,701 | — | — | | | 11/03/25 | — | — | — | 23,310 | 341,258 | | Jeremy A. Jameson | — | 148,328 | 296,656 | 587,379 | — | — | | | 11/03/25 | — | — | — | 23,310 | 341,258 | | | 05/05/25 | — | — | — | 27,278 | 500,005 | | Eric T. Lemke | — | 87,480 | 174,960 | 346,397 | — | — | | | 11/03/25 | — | — | — | 14,940 | 218,721 | | Daniel E. Casey | — | 68,123 | 136,246 | 269,767 | — | — | | | 11/03/25 | — | — | — | 10,760 | 157,526 |

  44. Grants of Plan-Based Awards

    The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target, and maximum payouts for performance under the Bonus Plan, assuming that the respective level of performance is attained for all applicable metrics, and are determined based on base salary, as described in “Compensation Discussion and Analysis — Annual Incentive Bonus — Corporate Bonus Plan.” The amount earned by each NEO for 2025 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” The amounts set forth in the “All Other Stock Awards: Number of Shares of Stock or Units” column reflect restricted stock awards that vest in 25% increments on the first, second, third and fourth anniversary of the date of grant. These restricted stock awards are accelerated and vest in full upon an involuntary termination or non-assumption of the awards in connection with a change in control of the Company or upon the participant’s death or disability. (3) The amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column reflect the aggregate grant date fair value of restricted stock in accordance with FASB ASC Topic 718.

  45. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information for each of our NEOs regarding outstanding stock options and unvested stock awards held by the officers as of December 31, 2025. Market values are presented as of the end of 2025 (based on the closing price of our common stock of $21.17 on December 31, 2025 (the last trading day of the year)) for outstanding stock awards, which include 2025 grants and prior-year grants.

  46. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  47. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | Exercisable (#) | Unexercisable (#) | | | | | | Jeffrey G. Ludwig | 11/3/25 | — | — | — | — | 38,410 | 813,139 | | | 11/7/24 | — | — | — | — | 15,082 | 319,285 | | | 11/6/23 | — | — | — | — | 11,685 | 247,371 | | | 10/31/22 | 39,218 | 13,073 | 28.43 | 10/31/32 | 2,308 | 48,860 | | | 11/16/16 | 8,383 | — | 28.59 | 11/16/26 | — | — | | | | 47,601 | 13,073 | | | 67,485 | 1,428,655 | | Jeffrey S. Mefford | 11/3/25 | — | — | — | — | 23,310 | 493,472 | | | 11/7/24 | — | — | — | — | 9,150 | 193,705 | | | 11/6/23 | — | — | — | — | 6,510 | 137,816 | | | 11/6/23 | — | — | — | — | 4,320 | 91,454 | | | 10/31/22 | 21,850 | 7,283 | 28.43 | 10/31/32 | 1,286 | 27,224 | | | 11/16/16 | 5,341 | — | 28.59 | 11/16/26 | — | — | | | | 27,191 | 7,283 | | | 44,576 | 943,671 | | Jeremy A. Jameson | 11/3/25 | — | — | — | — | 23,310 | 493,472 | | | 5/5/25 | — | — | — | — | 27,278 | 577,475 | | | 11/7/24 | — | — | — | — | 1,740 | 36,835 | | | 8/5/24 | — | — | — | — | 3,395 | 71,872 | | | | 0 | 0 | | | 55,723 | 1,179,654 | | Eric T. Lemke | 11/3/25 | — | — | — | — | 14,940 | 316,279 | | | 11/7/24 | — | — | — | — | 5,865 | 124,162 | | | 11/6/23 | — | — | — | — | 4,375 | 92,618 | | | 10/31/22 | 14,380 | 4,793 | 28.43 | 10/31/32 | 846 | 17,909 | | | | 14,380 | 4,793 | | | 26,026 | 550,968 | | Daniel E. Casey | 11/3/25 | — | — | — | — | 10,760 | 227,789 | | | 11/7/24 | — | — | — | — | 4,042 | 85,569 | | | 11/6/23 | — | — | — | — | 3,160 | 66,897 | | | 5/1/23 | — | — | — | — | 1,250 | 26,462 | | | | 0 | 0 | | | 19,212 | 406,717 |

  48. Outstanding Equity Awards at Fiscal Year-End

    All awards in this column that remain subject to vesting vest in 25% increments on the first, second, third and fourth anniversary of the date of grant with the exception of 4,320 shares granted to Mr. Mefford in 2023, which 100% cliff vest on the fourth anniversary of the date of grant. Stock options and restricted stock awards granted under our 2019 LTIP are accelerated and vest in full upon an involuntary termination or cancellation of the awards in connection with a change in control of the Company or upon the participant’s death or disability. All of the outstanding stock option awards shown above granted before May 3, 2019 were granted under our 2010 Long-Term Incentive Plan (the “2010 LTIP”). All of the other awards shown above were granted under our 2019 LTIP.

  49. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information concerning the exercise of options and vesting of stock awards with respect to each NEO in 2025.

  50. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  51. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Jeffrey G. Ludwig | — | — | 16,800 | 260,610 | | Jeffrey S. Mefford | — | — | 9,734 | 151,013 | | Jeremy A. Jameson | — | — | 580 | 9,285 | | Eric T. Lemke | — | — | 6,353 | 98,594 | | Daniel E. Casey | — | — | 3,553 | 57,826 |

  52. Option Exercises and Stock Vested Table

    (1) The amounts set forth in this column represent the total number of shares that were exercised before any withholding of shares to pay the exercise price and taxes. (2) The amounts set forth in this column are computed by determining the difference between the market value per share of our common stock on the date of exercise and the exercise price. (3) The amounts set forth in this column represent the number of shares of restricted stock that vested in 2025. (4) The amounts set forth in this column represent the number of shares of restricted stock that vested multiplied by the closing price of our common stock on the vesting date.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth information concerning potential payments and benefits under our compensation programs and benefit plans, including individual employment agreements for Messrs. Ludwig, Mefford, and Lemke and change of control agreements for Messrs. Casey and Jameson, pursuant to which the NEOs would be entitled upon various terminations of employment or a change in control as of the last business day of the fiscal year ended December 31, 2025. For purposes of estimating the value of accelerated vesting of equity awards we have assumed a price per share of our common stock of $21.17 based on the market value of our common stock on December 31, 2025 (the last trading day of the year).

  54. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  55. Potential Payments Upon Termination or Change in Control Table

    | Name | Cash Severance Payments ($)(1) | COBRA Continuation ($)(2) | Executive Life Insurance Benefit(3) | Accelerated Vesting of Equity Awards ($)(4) | Total Estimated Value ($) | | Jeffrey G. Ludwig | | | | | | | Involuntary Termination (not in connection with a change in control)(5) | 974,440 | 21,699 | — | — | 996,139 | | Involuntary Termination (in connection with a change in control)(6) | 2,923,320 | 65,098 | — | 1,428,657 | 4,417,075 | | Disability | — | — | — | 1,428,657 | 1,428,657 | | Death | — | — | $100,000 | 1,428,657 | 1,528,657 | | Jeffrey S. Mefford | | | | | | | Involuntary Termination (not in connection with a change in control)(5) | 262,500 | — | — | — | 262,500 | | Involuntary Termination (in connection with a change in control)(6) | 1,326,774 | — | — | 943,673 | 2,270,447 | | Disability | — | — | — | 943,673 | 943,673 | | Death | — | — | $100,000 | 943,673 | 1,043,673 | | Jeremy A. Jameson | | | | | | | Involuntary Termination (not in connection with a change in control)(7) | 80,769 | — | — | — | 80,769 | | Involuntary Termination (in connection with a change in control)(8) | 899,091 | 21,420 | — | 1,179,656 | 2,100,167 | | Disability | — | — | — | 1,179,656 | 1,179,656 | | Death | — | — | $100,000 | 1,179,656 | 1,279,656 | | Eric T. Lemke | | | | | | | Involuntary Termination (not in connection with a change in control)(5) | 218,700 | 21,699 | — | — | 240,399 | | Involuntary Termination (in connection with a change in control)(6) | 1,032,250 | 43,398 | — | 550,970 | 1,626,618 | | Disability | — | — | — | 550,970 | 550,970 | | Death | — | — | $100,000 | 550,970 | 650,970 | | Daniel E. Casey | | | | | | | Involuntary Termination (not in connection with a change in control)(7) | 77,262 | — | — | — | 77,262 | | Involuntary Termination (in connection with a change in control)(8) | 578,322 | 20,187 | — | 406,718 | 1,005,227 | | Disability | — | — | — | 406,718 | 406,718 | | Death | — | — | $100,000 | 406,718 | 506,718 |

  56. Potential Payments Upon Termination or Change in Control Table

    (1) The amounts set forth in the “Cash Severance Payments” column reflect the sum of cash severance payments to be made pursuant to the employment agreements with Messrs. Ludwig, Mefford, and Lemke and the change of control agreements with Messrs. Casey and Jameson exclusive of any pro rata bonus payable on a termination of employment as annual incentive bonuses are earned as of December 31 and no additional amount would be payable to a NEO for a termination occurring on the last business day of the year. Please see the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2025 annual incentive compensation amounts. The amounts set forth in the “COBRA Continuation” column reflect the employer-paid portion of COBRA premiums to be made pursuant to each NEO’s employment agreement or change of control agreement, as applicable, assuming each NEO was eligible for, and elected, COBRA coverage for the maximum period allowed by law. No value is reflected for Mr. Mefford as he did not participate in either our medical or dental plan as of December 31, 2025. Each NEO is a participant in a split-dollar BOLI arrangement pursuant to which the NEO’s beneficiary will receive a $100,000 death benefit from a bank-owned life insurance policy covering the life of such NEO. (4) The amounts set forth in the “Accelerated Vesting of Equity Awards” column reflect the value of accelerated vesting of unvested restricted stock awards pursuant to our 2019 LTIP. In certain instances, the NEOs will also be entitled to accelerated vesting of the NEOs’ unvested options. As of December 31, 2025 (the last trading day of the year), the value of the Company’s stock was below the NEOs’ option exercise price and therefore no value is reflected on this table with respect to the acceleration of the NEOs’ options. (5) Involuntary Termination (not in connection with a change in control) means, pursuant to the terms of the NEO’s employment agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that does not occur within six months prior to, or 24 months following, a change in control. (6) Involuntary Termination (in connection with a change in control) means, pursuant to the terms of the NEO’s employment agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that occurs within six months prior to, or 24 months following, a change in control. (7) Involuntary Termination (not in connection with a change in control) means, pursuant to the terms of the NEO’s change of control agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that does not occur within six months prior to, or 12 months following, a change in control. (8) Involuntary Termination (in connection with a change in control) means, pursuant to the terms of the NEO’s change of control agreement, a termination by (i) the employer other than for cause, death or disability, or (ii) the NEO for good reason, in either case that occurs within six months prior to, or 12 months following, a change in control.

  57. CEO Pay Ratio

    CEO Pay Ratio Pursuant to SEC rules, we are providing information about the relationship of the annual total compensation of Mr. Jeffrey G. Ludwig, our Chief Executive Officer, to the annual total compensation of our median employee. To determine the median employee, a list of all active full and part-time employees as of December 31, 2025, excluding Mr. Ludwig, was prepared with the corresponding annual total W-2 compensation as reflected in our payroll records. A total of 861 employees were included. Compensation was annualized for any individual not employed for the full calendar year of 2025. Annual total W-2 compensation was ranked from lowest to highest, and the median employee was selected from the list. Mr. Ludwig had 2025 total compensation of $1,532,241, as reflected in the Summary Compensation Table included in this proxy statement. The median employee annual total compensation for 2025, using the methodology that was used to calculate Mr. Ludwig’s compensation in the Summary Compensation Table, was $66,924. As a result, the CEO pay ratio is 22.9. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. You should refer to our CD&A for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions. The Pay Versus Performance table below summarizes the compensation values both previously reported in our Summary Compensation Table and as required to be adjusted by the rules adopted by the SEC pursuant to the Dodd-Frank Act for the 2025, 2024, 2023, 2022, and 2021 calendar years.

  59. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Invested Based on: | | Midland Net Income (in millions) | Company- Selected Measure | | | | | | | Midland Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | | Midland Adjusted Earnings Per Share (EPS)(6) | | 2025 | $1,532,241 | $1,465,290 | $937,534 | $992,160 | $154.12 | $145.06 | $(124.28) | 2025 | | 2024 | $1,466,243 | $1,219,797 | $718,492 | $626,447 | $165.47 | $138.72 | $38.04 | 2024 | | 2023 | $1,633,785 | $1,733,495 | $754,918 | $803,689 | $177.43 | $121.01 | $61.16 | 2023 | | 2022 | $1,777,733 | $1,851,719 | $825,247 | $857,590 | $162.56 | $120.97 | $100.24 | 2022 | | 2021 | $1,581,174 | $1,806,916 | $805,976 | $903,099 | $145.14 | $134.24 | $81.32 | 2021 |

  60. PAY VERSUS PERFORMANCE

    (1) Mr. Ludwig served as Midland’s CEO for 2021 through 2025. Messrs. Mefford and Lemke served as non-CEO NEOs for 2021 through 2025. Mr. Stewart was an NEO for 2021 through 2022 and Mr. Tucker was an NEO for 2021 through 2024. Mr. Casey was an NEO for 2023 through 2025. Mr. Jameson was an NEO for 2025. The dollar amounts reported are from the “Total” column of the Summary Compensation Table for the CEO and the average of such column for non-CEO NEOs for each reported fiscal year. (2) The dollar amounts reported represent CAP, as calculated in accordance with SEC rules. For additional information with respect to the calculation of CAP for 2025, see the section titled “Calculation of Compensation Actually Paid” below. (3) Reflects the cumulative total shareholder return (“TSR”) of Midland, as provided by S&P Cap IQ, as of the last day of each reported fiscal year, based on an initial fixed investment of $100 on December 31, 2020. (4) Reflects the cumulative total shareholder return of the S&P Small Cap 600 Banks Index, as of the last day of each reported fiscal year, based on an initial fixed investment of $100 on December 31, 2020. The S&P Small Cap 600 Banks Index is the peer group used in Midland’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024. (5) As previously disclosed, the Company restated its consolidated financial statements (i) as of and for the year ended December 31, 2023 and (ii) for the year ended December 31, 2022, to correct certain errors, as presented in the audited financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on July 1, 2025. The Net Income and Adjusted EPS metrics in this table have been revised for those years. While the Company’s financial statements for the year ended December 31, 2021 were also affected by these errors, the Company is not required to restate those financial statements, and accordingly the data for that year remains as previously reported. Adjusted earnings per share (“Adjusted EPS”) is the Company-Selected Measure and is a non-GAAP financial measure. As calculated from Midland’s audited financial statements, Adjusted EPS equals our earnings, as adjusted for certain items, including loss on sales of investment securities, net, and gain on repurchase of subordinated debt.

  61. Calculation of Compensation Actually Paid

    Calculation of Compensation Actually Paid To calculate the amount of CAP to our CEO and non-CEO NEOs for 2025 in the table above according to SEC rules, the following adjustments were made to the amounts reported in the “Total” column of the Summary Compensation Table for 2025.

  62. Calculation of Compensation Actually Paid

    | | 2025 | | | | Ludwig, Jeffrey G. | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $1,532,241 | $937,534 | | Adjustments for Pension | | | | Adjustment Summary Compensation Table Pension | $— | $— | | Amount added for current year service cost | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | | Total Adjustments for Pension | $— | $— | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | $(562,322) | $(389,692) | | Year-end fair value of unvested awards granted in the current year | $813,140 | $527,122 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(134,621) | $(46,498) | | Fair values at vest date for awards granted and vested in current year | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(247,869) | $(67,695) | | Forfeitures during current year equal to prior year-end fair value | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $64,721 | $31,389 | | Total Adjustments for Equity Awards | $(66,951) | $54,627 | | Compensation Actually Paid (as calculated) | $1,465,290 | $992,160 |

  63. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The following graphs present the relationship during 2025, 2024, 2023, 2022, and 2021 between CAP for our CEO and, on an average basis, our non-CEO NEOs and: the Company’s cumulative TSR and the Peer Group’s cumulative TSR; • the Company’s Net Income; and • the Company-Selected Measure, which for Midland is Adjusted EPS.