Form 4: MidWestOne Director Reports Merger Share Conversion

Director Charles N. Funk reports the conversion of his MidWestOne Financial Group shares into Nicolet Bankshares stock following the merger effective February 13, 2026.

Summary

• Charles N. Funk, a Director of MidWestOne Financial Group, Inc. (MOFG), reported changes in his beneficial ownership of securities.
• On February 13, 2026, MidWestOne Financial Group, Inc. merged with and into Nicolet Bankshares, Inc. (NIC), as per an 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 NIC Common Stock based on the same exchange ratio.
• Funk also moved 7,742.153 shares that were previously held in his MidWestOne Financial Group, Inc. 401(k) Plan to a joint taxable account at a broker.
• These moved shares had increased by 148.836 shares due to dividend reinvestment while in the 401(k) account since the date of his previous Form filing.
• Following the merger, Funk beneficially owns 0 shares of MidWestOne Financial Group, Inc. Common Stock, as all were converted to Nicolet Bankshares, Inc. stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting a strategic merger that provides a clear path forward for MidWestOne Financial Group shareholders through conversion into Nicolet Bankshares, Inc. stock, and a standard reporting of an insider's holdings post-merger.

Positives

• The merger with Nicolet Bankshares, Inc. represents a strategic consolidation, potentially offering synergies and expanded market reach for the combined entity.
• Full vesting of MOFG RSU Awards upon merger completion provides a clear benefit to employees and directors holding these awards.

Future Outlook

The filing primarily reports the mechanics and consequences of a completed merger for an insider's shareholdings. It does not provide forward-looking statements or guidance regarding the future performance or strategic direction of the combined entity, Nicolet Bankshares, Inc.

Industry Context

StockSavvy.ai notes that consolidation is a recurring theme in the regional banking sector, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of broader market reach. The merger of MidWestOne Financial Group into Nicolet Bankshares aligns with this trend, aiming to create a larger, more competitive entity within the financial services landscape.

Comparison to Industry Standards

• The exchange ratio of 0.3175 shares of Nicolet Bankshares, Inc. for each MidWestOne Financial Group, Inc. share is a specific deal term. Without additional financial details of both companies at the time of the merger announcement (e.g., implied premium, price-to-book, price-to-earnings multiples), a direct comparison to industry-standard merger valuations for similar regional bank acquisitions (such as the M&T Bank acquisition of People's United Financial or the proposed First Horizon acquisition by TD Bank) cannot be fully assessed from this filing alone.
• The full vesting of RSU awards upon merger completion is a common practice in change-of-control provisions within executive compensation packages, designed to compensate executives and directors for their contributions and facilitate smooth transitions during corporate restructuring.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of MidWestOne Financial Group, Inc. will become shareholders of Nicolet Bankshares, Inc., with their holdings converted at a 0.3175 exchange ratio.
• Employees holding MOFG RSU awards will see these awards fully vested and converted into Nicolet Bankshares, Inc. common stock, which is generally a positive outcome for their equity compensation.

Next Steps

• Integration of MidWestOne Financial Group, Inc. into Nicolet Bankshares, Inc. following the merger effective February 13, 2026.
• Charles N. Funk's beneficial ownership will now be in Nicolet Bankshares, Inc. common stock, and future filings will reflect his holdings in the combined entity.

Key Dates

Keywords

MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Acquisition, Director, Insider Transaction, Form 4, Stock Conversion, Beneficial Ownership, Financial Services, Banking