[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Midland States Bancorp, Inc. as of June 30, 2024, and for the three and six-month periods then ended [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$7.76 billion** at June 30, 2024, primarily due to reduced loans, with corresponding decreases in liabilities and equity Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Total loans, net | $5,759,811 | $6,062,577 | | Investment securities available for sale | $1,095,091 | $915,895 | | **Total assets** | **$7,757,274** | **$7,866,868** | | **Liabilities & Equity** | | | | Total deposits | $6,118,023 | $6,309,529 | | FHLB advances and other borrowings | $600,000 | $476,000 | | **Total liabilities** | **$6,971,502** | **$7,075,015** | | **Total shareholders' equity** | **$785,772** | **$791,853** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q2 2024 significantly decreased to **$6.8 million** from **$21.6 million** in Q2 2023, mainly due to a higher provision for credit losses and lower net interest income Key Income Statement Data (in thousands, except per share data) | Metric | Q2 2024 | Q2 2023 | Six Months 2024 | Six Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Net interest income | $55,052 | $58,840 | $110,972 | $119,344 | | Provision for credit losses | $16,800 | $5,879 | $30,800 | $9,014 | | Noninterest income | $17,656 | $18,753 | $38,843 | $34,532 | | Noninterest expense | $47,479 | $42,894 | $92,346 | $87,376 | | **Net income** | **$6,750** | **$21,575** | **$20,635** | **$43,347** | | **Diluted EPS** | **$0.20** | **$0.86** | **$0.73** | **$1.72** | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities decreased to **$45.0 million** in H1 2024, while investing activities shifted to a **$63.9 million** inflow, and financing activities resulted in a **$119.3 million** outflow, leading to a net decrease in cash Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $44,983 | $60,803 | | Net cash provided by (used in) investing activities | $63,892 | $(185,892) | | Net cash (used in) provided by financing activities | $(119,290) | $125,153 | | **Net (decrease) increase in cash and cash equivalents** | **$(10,415)** | **$64** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial data, covering loan portfolio, investment securities, derivatives, deposits, borrowings, fair value, and segment performance [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial condition and results of operations, highlighting decreased net income due to higher credit loss provisions from FinTech and construction projects, alongside reduced net interest income - Q2 2024 net income fell to **$6.8 million** from **$21.6 million** in Q2 2023, primarily due to a **$10.9 million** increase in provision for credit losses, a **$3.8 million** decrease in net interest income, and a **$4.6 million** increase in noninterest expense[136](index=136&type=chunk) - The elevated loan provision in Q2 2024 was mainly due to credit deterioration and servicing issues with FinTech partner LendingPoint, resulting in a **$14.0 million** provision for that portfolio, while the Q1 2024 provision included an **$8.0 million** specific reserve on a multi-family construction project[161](index=161&type=chunk) - Total loans decreased by **$279.1 million** since year-end 2023, driven by intentional reductions in equipment finance and consumer portfolios, including a **$145.3 million** decrease in GreenSky-originated loans in H1 2024[168](index=168&type=chunk)[169](index=169&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Net interest income (tax-equivalent) for Q2 2024 was **$55.2 million** with a **3.12%** margin, down from Q2 2023, as increased funding costs outpaced asset yields, while credit loss provision surged and noninterest expense rose Net Interest Margin Analysis | Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Net Interest Income (Tax-equivalent, in thousands) | $55,222 | $59,035 | | Net Interest Margin (Tax-equivalent) | 3.12% | 3.23% | | Yield on Earning Assets | 5.84% | 5.51% | | Cost of Interest-Bearing Liabilities | 3.36% | 2.83% | - The provision for credit losses was **$16.8 million** for Q2 2024, a significant increase from **$5.9 million** in Q2 2023, with the first six months seeing a provision of **$30.8 million** in 2024 versus **$9.0 million** in 2023[160](index=160&type=chunk) - Other noninterest expense for Q2 2024 included **$4.1 million** related to OREO impairment, OREO property taxes, and expenses related to various legal actions, contributing to a **$4.6 million** increase in total noninterest expense compared to Q2 2023[166](index=166&type=chunk) [Financial Condition](index=49&type=section&id=Financial%20Condition) Total assets stood at **$7.76 billion** as of June 30, 2024, with total loans decreasing to **$5.85 billion**, while the allowance for credit losses and nonperforming loans significantly increased, and total deposits decreased Loan Portfolio Composition (in thousands) | Loan Category | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Commercial loans and leases | $1,829,526 | $1,955,880 | | Commercial real estate | $2,421,505 | $2,406,845 | | Construction and land development | $476,528 | $452,593 | | Residential real estate | $378,393 | $380,583 | | Consumer | $746,042 | $935,178 | | **Total loans, gross** | **$5,851,994** | **$6,131,079** | Asset Quality Metrics | Metric | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Nonperforming loans to total loans | 1.92% | 0.92% | | Allowance for credit losses to total loans | 1.58% | 1.12% | | Allowance for credit losses to nonperforming loans | 82.22% | 121.56% | - Non-performing loans increased by **$55.7 million** to **$112.1 million** at June 30, 2024, primarily attributed to four loans totaling **$47.2 million**, three of which are related to multi-family construction or projects[191](index=191&type=chunk) [Capital Resources and Liquidity Management](index=57&type=section&id=Capital%20Resources%20and%20Liquidity%20Management) Shareholders' equity decreased to **$785.8 million** in H1 2024 due to dividends, repurchases, and comprehensive losses, while the company repurchased **205,153 shares**, and total estimated liquidity stood at **$2.04 billion** - Shareholders' equity decreased by **$6.1 million** to **$785.8 million** at June 30, 2024, from December 31, 2023[205](index=205&type=chunk) - During H1 2024, the Company repurchased **205,153 shares** at a weighted average price of **$24.09**, with approximately **$20.1 million** remaining under its authorized repurchase program[206](index=206&type=chunk) Sources of Liquidity (in thousands) | Source | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $124,646 | $135,061 | | Unpledged securities | $505,478 | $346,843 | | FHLB committed liquidity | $797,092 | $935,977 | | FRB discount window availability | $610,294 | $699,896 | | **Total Estimated Liquidity** | **$2,037,510** | **$2,117,777** | [Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, managed via NII at Risk modeling, with the balance sheet positioned to benefit from a declining interest rate environment Net Interest Income Sensitivity (NII at Risk) | Immediate Change in Rates | +200 bps | +100 bps | -100 bps | -200 bps | | :--- | :--- | :--- | :--- | :--- | | **% Change (June 30, 2024)** | (3.4)% | (1.5)% | 0.9% | 2.1% | | **% Change (Dec 31, 2023)** | (1.3)% | (0.6)% | (0.1)% | 0.2% | - The company's NII at Risk profile at June 30, 2024, shows increased profitability in a declining rate environment, a shift from the end of 2023, driven by investment strategies to protect against lower rates and deposit beta assumptions[223](index=223&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal control over financial reporting - The President and CEO, and the CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2024[227](index=227&type=chunk) - No material changes to the Company's internal control over financial reporting occurred during the second quarter of 2024[228](index=228&type=chunk) [PART II. OTHER INFORMATION](index=59&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings beyond routine litigation, with an accrual for various legal actions recorded in Q2 2024 - There are no material pending legal proceedings outside of ordinary routine litigation, and an accrual for various legal actions was recorded in Q2 2024[111](index=111&type=chunk)[230](index=230&type=chunk) [Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes from the risk factors disclosed in the 2023 Form 10-K have occurred[232](index=232&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **132,260 shares** at an average price of **$22.84** in Q2 2024, with approximately **$20.1 million** remaining under the current repurchase program Issuer Purchases of Equity Securities (Q2 2024) | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | | April 2024 | 21,066 | $24.58 | $22,541,307 | | May 2024 | 52,602 | $22.68 | $21,368,769 | | June 2024 | 58,592 | $22.35 | $20,059,072 | | **Total Q2** | **132,260** | **$22.84** | **$20,059,072** | - The board approved a stock repurchase program on December 5, 2023, authorizing up to **$25.0 million** of common stock repurchases through December 31, 2024[236](index=236&type=chunk) [Other Information](index=60&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the second quarter of 2024 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement in Q2 2024[238](index=238&type=chunk) [Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and the iXBRL formatted financial data

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 001-35272 MIDLAND STATES BANCORP, INC. (Exact name of registrant as specified in its charter) (State of other jurisdi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exact name of registrant as specified in its charter) Illinois 37-1233196 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 F ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 001-35272 MIDLAND STATES BANCORP, INC. (Exact name of registrant as specified in its charter) (State of other jur ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201%2E%20Financial%20Statements) The company's total assets grew to $8.03 billion, while Q2 2023 net income was $21.6 million Consolidated Balance Sheet Highlights (Unaudited) | (In thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Assets | $8,034,721 | $7,855,501 | | Total Loans, net | $6,302,394 | $6,245,416 | | Total Deposits | $6,426,548 | $6,364,652 | | Total Liabilities | $7,257,900 | $7,096,927 | | Total Shareholders' Equity | $776,821 | $758,574 | Consolidated Income Statement Highlights (Unaudited) | (In thousands, except per share data) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $58,840 | $61,334 | $119,344 | $118,161 | | Provision for Credit Losses | $5,879 | $5,441 | $9,014 | $9,608 | | Net Income | $21,575 | $21,883 | $43,347 | $42,632 | | Diluted Earnings Per Common Share | $0.86 | $0.97 | $1.72 | $1.89 | Consolidated Cash Flow Highlights (Unaudited) | (In thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $60,753 | $154,477 | | Net cash used in investing activities | ($185,842) | ($511,449) | | Net cash provided by (used in) financing activities | $125,153 | ($53,282) | | Net increase (decrease) in cash and cash equivalents | $64 | ($410,254) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202%2E%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net interest margin compressed due to rising deposit costs, while the loan portfolio grew modestly - The company is terminating its participation in the GreenSky loan origination program, effective October 21, 2023, which contributed to a **$103.2 million decrease in consumer loans**[186](index=186&type=chunk) - In Q2 2023, the company redeemed **$6.6 million of subordinated notes**, recognizing a gain of $0.7 million[136](index=136&type=chunk) - The company's allowance for credit losses increased to **$65.0 million (1.02% of total loans)** from $61.1 million (0.97%) at year-end 2022, reflecting a more cautious economic outlook[193](index=193&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Q2 2023 net income decreased slightly as surging interest expense outpaced interest income growth Net Interest Income and Margin Analysis (Tax-Equivalent) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net Interest Income | $59.0M | $61.7M | | Net Interest Margin | 3.23% | 3.65% | - Noninterest income for Q2 2023 **increased by $4.1 million** compared to Q2 2022, primarily due to a $3.2 million increase in other income[173](index=173&type=chunk)[175](index=175&type=chunk) - Noninterest expense for Q2 2023 **rose by $1.6 million** compared to Q2 2022, driven by higher FDIC insurance expense and data processing fees[177](index=177&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Financial Condition](index=49&type=section&id=Financial%20Condition) Total assets, loans, and deposits grew, with a notable decrease in uninsured deposits to 19% Loan Portfolio Composition | Loan Category (in thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Commercial loans and leases | $2,108,396 | $2,006,318 | | Commercial real estate | $2,443,995 | $2,433,159 | | Construction and land development | $366,631 | $320,882 | | Consumer | $1,076,836 | $1,180,014 | | **Total loans, gross** | **$6,367,344** | **$6,306,467** | Deposit Composition | Deposit Category (in thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Noninterest-bearing demand | $1,162,909 | $1,362,158 | | Interest-bearing deposits | $5,263,639 | $5,002,494 | | **Total deposits** | **$6,426,548** | **$6,364,652** | - The company estimates that **uninsured deposits totaled $1.21 billion**, or 19% of total deposits, a decrease from $1.55 billion, or 24%, at year-end 2022[220](index=220&type=chunk) [Capital Resources and Liquidity Management](index=58&type=section&id=Capital%20Resources%20and%20Liquidity%20Management) Shareholders' equity and total liquidity increased, supported by net income and credit line availability - The company repurchased 432,809 shares for $8.9 million, with **$16.1 million of authority remaining** under its stock repurchase program through December 31, 2023[223](index=223&type=chunk)[255](index=255&type=chunk) Sources of Liquidity | (In thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $160,695 | $160,631 | | Unpledged securities | $343,501 | $209,184 | | FHLB committed liquidity | $857,207 | $997,388 | | FRB discount window availability | $184,107 | $12,201 | | **Total Estimated Liquidity** | **$1,545,510** | **$1,379,404** | [Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company remains asset-sensitive to interest rate risk, with NII projected to rise in a higher rate environment Net Interest Income Sensitivity Analysis (Shocks) | Immediate Change in Rates | +200 bps | +100 bps | -100 bps | | :--- | :--- | :--- | :--- | | **NII % Change (June 30, 2023)** | +7.5% | +3.9% | -3.4% | | **NII % Change (Dec 31, 2022)** | +7.2% | +3.6% | -4.2% | [Controls and Procedures](index=62&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management confirmed the effectiveness of disclosure controls and procedures with no material changes identified - The President and CEO, along with the CFO, have concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2023[245](index=245&type=chunk) - There were **no changes in the company's internal control over financial reporting** during the second quarter of 2023 that materially affected these controls[246](index=246&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=62&type=section&id=Item%201%2E%20Legal%20Proceedings) The company is not party to any material pending legal proceedings - In the normal course of business, the company is subject to various lawsuits, but **none are expected to have a material effect**[248](index=248&type=chunk) [Risk Factors](index=62&type=section&id=Item%201A%2E%20Risk%20Factors) No material changes to risk factors were reported since the last annual filing - **No material changes** from the risk factors disclosed in the 2022 Form 10-K have occurred[250](index=250&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 310,327 shares in Q2 2023, with $16.1 million remaining under its buyback program Issuer Purchases of Equity Securities (Q2 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2023 | 97,089 | $20.60 | | May 2023 | 208,150 | $19.39 | | June 2023 | 5,088 | $19.76 | | **Total** | **310,327** | **$19.78** | - The company's board approved a stock repurchase program authorizing up to $25.0 million, with **approximately $16.1 million in remaining authority** as of June 30, 2023[223](index=223&type=chunk)[255](index=255&type=chunk) [Other Information](index=63&type=section&id=Item%205%2E%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - **No director or officer adopted or terminated a Rule 10b5-1 trading arrangement** in Q2 2023[257](index=257&type=chunk) [Exhibits](index=64&type=section&id=Item%206%2E%20Exhibits) This section lists filed exhibits, including required CEO/CFO certifications and iXBRL financial data - Exhibits filed include **CEO and CFO certifications** as required by Sarbanes-Oxley Act Sections 302 and 906[260](index=260&type=chunk) - Financial information is provided in **iXBRL format** as per SEC requirements[260](index=260&type=chunk)

(Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 001-35272 MIDLAND STATES BANCORP, INC. Large accelerated filer ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______________ to _______________ Commission File Number 001-35272 MIDLAND STATES BANCORP, INC. (Exact name of registrant as specified in its cha ...