Form 4: MidWestOne COO Converts Shares in Nicolet Merger

MidWestOne Financial Group's President and COO, Len D. Devaisher, converted all his company shares and equity awards into Nicolet Bankshares stock and cash following the merger effective February 13, 2026.

Summary

• Len D. Devaisher, President and COO of MidWestOne Financial Group, Inc. (MOFG), reported the disposition of all his MOFG common stock and equity awards.
• The transactions occurred on February 13, 2026, coinciding with the effective time of the merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc. (NIC).
• 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.
• MOFG Restricted Stock Unit (RSU) Awards fully vested, were canceled, and converted into NIC Common Stock based on the exchange ratio, less applicable withholding taxes.
• MOFG Performance Stock Unit (PSU) Awards fully vested, were canceled, and converted into NIC Common Stock based on the higher of target or actual performance through the effective time, multiplied by the exchange ratio, plus a cash payment for accrued but unpaid dividend equivalents.
• Devaisher disposed of 9,284 shares of Common Stock at a price of $49.31, likely for tax withholding related to vesting.
• He also disposed of 42,052.505 shares of Common Stock held directly, 3,000 shares held indirectly in an IRA, and 858.401 shares held indirectly in a 401(k) plan, all due to the merger conversion.
• Following these reported transactions, Len D. Devaisher beneficially owns 0 shares of MOFG Common Stock directly and indirectly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the insider, as their equity awards vested and converted into shares of the acquiring company, indicating a successful completion of the merger.

Positives

• The successful completion of the merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc. on the planned date.
• Equity awards (RSUs and PSUs) held by the reporting person fully vested and converted into shares of the acquiring company, Nicolet Bankshares, Inc., and cash for dividend equivalents.

Negatives

• MidWestOne Financial Group, Inc. ceased to exist as an independent publicly traded entity following its merger into Nicolet Bankshares, Inc.

Future Outlook

This Form 4 filing reports a completed transaction related to a merger and does not provide forward-looking statements or guidance for the combined entity's future performance or strategic direction.

Industry Context

StockSavvy.ai notes this transaction reflects ongoing consolidation within the regional banking sector, where smaller financial institutions like MidWestOne Financial Group are acquired by larger entities such as Nicolet Bankshares to achieve greater scale, expand market reach, and potentially realize cost efficiencies.

Comparison to Industry Standards

• The conversion of insider equity holdings following a merger, including the vesting of restricted and performance stock units, is a standard procedure in corporate acquisitions.
• The specific exchange ratio of 0.3175 shares of NIC for each MOFG share would have been determined based on valuation metrics typical for bank mergers, considering factors such as price-to-earnings, price-to-book, and asset quality, which are common benchmarks in the financial services industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MidWestOne Financial Group, Inc. received shares of Nicolet Bankshares, Inc. and/or cash in exchange for their MOFG holdings.
• Employees holding MOFG equity awards, such as Len D. Devaisher, saw their awards fully vest and convert into shares of the acquiring entity, Nicolet Bankshares, Inc., or cash equivalents.

Key Dates

Keywords

MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Acquisition, Form 4, Insider Transaction, Stock Conversion, Len D. Devaisher, Bank Merger, Financial Services