Form 4: MidWestOne Director Reports Merger-Related Share Conversion
Insider Ownership Change (Merger Related)
MidWestOne Financial Group Director Nathaniel J. Kaeding reported the conversion of his MOFG shares into Nicolet Bankshares stock following the merger effective February 13, 2026.
Summary
- Nathaniel J. Kaeding, a director of MidWestOne Financial Group, Inc. (MOFG), reported changes in beneficial ownership due to a merger event.
- MidWestOne Financial Group, Inc. merged with and into Nicolet Bankshares, Inc. (NIC) on February 13, 2026, at the Effective Time of the Agreement and Plan of Merger dated October 23, 2025.
- 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.
- All outstanding MOFG RSU Awards were fully vested, canceled, and converted into a number of shares of NIC Common Stock based on the same exchange ratio.
- Kaeding's direct beneficial ownership of 9,239.41 shares of MOFG Common Stock and indirect beneficial ownership of 408 shares via an IRA were disposed of as a result of this conversion.
- An increase of 211.703 shares was noted due to dividends reinvested since the reporting person's last Form filing, contributing to the total shares converted.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it confirms the successful completion of a previously announced merger, which typically aims to create value for shareholders of both entities. The conversion of shares and vesting of RSUs proceeded as expected.
Positives
- The merger between MidWestOne Financial Group and Nicolet Bankshares was successfully completed as planned.
- MOFG RSU Awards held by the reporting person were fully vested and converted into NIC common stock, providing a clear outcome for these equity awards.
Negatives
- MidWestOne Financial Group, Inc. ceased to exist as an independent public entity, having merged into Nicolet Bankshares, Inc.
- MOFG common stock was canceled, meaning shareholders no longer hold shares in MidWestOne Financial Group.
Future Outlook
This filing reports the completion of a merger and does not contain forward-looking statements or guidance regarding the future operations or financial performance of the combined entity.
Industry Context
StockSavvy.ai notes that bank mergers and acquisitions are a common strategy for regional banks to achieve scale, reduce costs, and expand market share. The acquisition of MidWestOne Financial Group by Nicolet Bankshares aligns with this trend, indicating ongoing consolidation within the financial services sector.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Nathaniel J. Kaeding (MidWestOne Financial Group, Inc.) | NA (MidWestOne Financial Group, Inc. ceased to exist) | February 13, 2026 | MidWestOne Financial Group, Inc. merged with and into Nicolet Bankshares, Inc., resulting in the cessation of MOFG's independent board and the cancellation of all MOFG common stock. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Nathaniel J. Kaeding granted a Power of Attorney to Kenneth R. Urmie, John J. Ruppel, and Celeste M. Yoder to execute and file SEC forms (3, 4, 5, 13D, 13G, 144) on his behalf. | April 27, 2023 | Streamlines compliance with SEC reporting requirements for the insider by delegating filing responsibilities to designated attorneys-in-fact. |
Stakeholder Impact
- Shareholders of MidWestOne Financial Group, Inc. (MOFG) had their shares converted into shares of Nicolet Bankshares, Inc. (NIC), effectively becoming shareholders of the combined entity.
- The reporting person, Nathaniel J. Kaeding, as a director and shareholder of MOFG, had his beneficial ownership in MOFG converted into NIC shares.
Next Steps
- Nathaniel J. Kaeding will now hold shares in Nicolet Bankshares, Inc. as a result of the merger.
- Future reporting obligations for Nathaniel J. Kaeding will pertain to Nicolet Bankshares, Inc. securities.
Key Dates
| Date | Description |
|---|---|
| April 27, 2023 | Date of Power of Attorney granted by Nathaniel J. Kaeding. |
| October 23, 2025 | Date of the Agreement and Plan of Merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc. |
| February 13, 2026 | Effective Time of the Merger where MOFG merged into NIC and shares were converted. |
| February 17, 2026 | Signature date of the Form 4 filing. |
Keywords
MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Director, Stock Conversion, Bank Merger
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