Form 4: CFO Ray Converts MOFG Shares in Nicolet Merger

MidWestOne Financial Group CFO Barry S. Ray converted all his company shares into Nicolet Bankshares stock following the merger on February 13, 2026.

Summary

• Reporting Person Barry S. Ray, Senior EVP, CFO, and Treasurer of MidWestOne Financial Group, Inc. (MOFG), reported changes in beneficial ownership.
• On February 13, 2026, MOFG merged with and into Nicolet Bankshares, Inc. (NIC), referred to as the Merger.
• Each outstanding share of MOFG Common Stock was canceled and converted into the right to receive 0.3175 of a share of NIC Common Stock (the Merger Consideration).
• MOFG Restricted Stock Unit (RSU) Awards and Performance Stock Unit (PSU) Awards were fully vested, canceled, and converted into NIC Common Stock.
• PSU Awards also included a cash payment for any accrued but unpaid dividend equivalents.
• Ray disposed of 8,800 shares of MOFG Common Stock at a price of $49.31 per share to cover tax liabilities related to vesting.
• Ray disposed of 34,250.856 directly owned MOFG Common Stock shares and 1,875.931 indirectly owned MOFG Common Stock shares (via 401(k) Plan) as part of the merger conversion.
• Following these transactions, Ray's beneficial ownership of MOFG Common Stock is 0 shares directly and 0 shares indirectly.
• Prior to the merger, Ray's reported MOFG holdings increased by 4.531 dividend equivalents on RSUs and 17,120.882 from vested PSUs since his previous filing.
• Shares in Ray's 401(k) Plan increased by 9.81 shares due to an allocation since his previous filing.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as positive because it confirms the successful completion of a strategic merger, which typically aims to create value for shareholders of the combined entity. The vesting of executive awards is a standard, expected outcome of such transactions.

Positives

• The completion of the merger indicates a successful strategic transaction for MidWestOne Financial Group, transitioning its shareholders to Nicolet Bankshares, Inc.
• Executive equity compensation (RSUs and PSUs) fully vested upon the merger, providing a payout to the reporting person.

Negatives

• No direct negatives for the company or the reporting person are evident in this Form 4, which primarily reports a transaction resulting from a merger.

Risks

• No specific risks are mentioned in this Form 4, which is a post-merger transaction report. Risks associated with the merger itself would have been disclosed in prior regulatory filings.

Future Outlook

The filing primarily reports a completed merger transaction and does not provide forward-looking statements or guidance for the combined entity. Future outlook would be provided by Nicolet Bankshares, Inc.

Management Comments

• Amount reported includes 4.531 dividend equivalents on restricted stock units and 17,120.882 from vested performance stock units since the reporting person's previous Form filing.
• Shares held in the reporting person's account from within the MidWestOne Financial Group, Inc. 401(k) Plan, as of February 13, 2026. Reported shares have increased by 9.81 shares since the date of the reporting person's previous Form filing due to an allocation to his account.

Industry Context

StockSavvy.ai notes that this Form 4 reflects the finalization of a strategic merger within the regional banking sector. Consolidation is a common trend in this industry, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of expanded market share. The conversion of shares indicates the successful integration of MidWestOne Financial Group into Nicolet Bankshares, Inc., a move often aimed at enhancing competitive positioning and shareholder value for the acquiring entity.

Comparison to Industry Standards

• This filing reports a standard share conversion process following a merger, consistent with typical industry practices for M&A transactions involving publicly traded companies.
• The exchange ratio of 0.3175 shares of NIC for each MOFG share is specific to this deal and would have been determined through negotiation and valuation processes, similar to other regional bank mergers such as the recent acquisition of Sterling Bancorp by Webster Financial Corporation or the merger of equals between First Horizon National Corporation and IBERIABANK Corporation.
• The vesting and conversion of executive equity awards are also standard procedures in such transactions, ensuring executive alignment and compensation for performance up to the merger date.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings are mentioned in this filing.

Related Party Transactions

• No related party transactions beyond the executive's equity compensation vesting and conversion due to the merger are explicitly detailed as new transactions.

Stakeholder Impact

• Shareholders of MidWestOne Financial Group, Inc. (MOFG) have had their shares converted into Nicolet Bankshares, Inc. (NIC) common stock, impacting their future investment in the combined entity.
• Shareholders of Nicolet Bankshares, Inc. (NIC) will see their company's operations and potentially market share expand due to the merger.
• Employees of MOFG may experience changes in employment terms, roles, and corporate structure under the new parent company.
• Management of MOFG, including the reporting person, received compensation through the vesting of their equity awards as part of the merger.

Next Steps

• Integration of MidWestOne Financial Group into Nicolet Bankshares, Inc. operations.
• Shareholders of MOFG will receive shares of NIC common stock based on the exchange ratio.

Key Dates

Keywords

MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Conversion, Executive Compensation, RSU, PSU, CFO, Barry S. Ray