Form 4: MidWestOne Director's Holdings Convert Post-Merger

Matthew J. Hayek's shares in MidWestOne Financial Group, Inc. were converted into Nicolet Bankshares, Inc. common stock following the merger on February 13, 2026.

Summary

• Matthew J. Hayek, a director of MidWestOne Financial Group, Inc. (MOFG), reported changes in beneficial ownership following a merger.
• On February 13, 2026, MidWestOne Financial Group, Inc. (MOFG) merged with and into Nicolet Bankshares, Inc. (NIC) as per an agreement 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 fully vested, were canceled, and converted into NIC Common Stock based on the same exchange ratio, less applicable withholding taxes.
• The reporting person's direct beneficial ownership of MOFG Common Stock changed from 12,800.045 shares to 0 shares following the merger.
• Prior to the merger, the reporting person's shares had increased by 294.413 due to additional shares acquired through dividend reinvestment since the last Form 4 filing.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily a factual report of a director's share conversion following a completed merger, with no inherent positive or negative implications beyond the merger itself.

Positives

• The completion of the merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc. signifies a successful strategic transaction.
• The reporting person's shares increased by 294.413 due to dividend reinvestment prior to the merger, indicating ongoing shareholder benefits before the conversion.

Negatives

• The reporting person's direct beneficial ownership of MidWestOne Financial Group, Inc. common stock is now 0 shares, as the entity merged out of existence.

Future Outlook

This filing primarily reports a completed transaction and does not provide forward-looking statements or guidance regarding the combined entity's future performance.

Management Comments

• Kenneth R. Urmie, Deputy Corporate Secretary, signed the Form 4 on behalf of Matthew J. Hayek under a Power of Attorney dated April 27, 2023.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are a common strategy in the financial services sector, often aimed at achieving economies of scale, expanding market reach, or enhancing competitive positioning. The merger of MidWestOne Financial Group into Nicolet Bankshares, Inc. aligns with broader industry trends of consolidation among regional banking institutions.

Corporate Governance

Stakeholder Impact

• Shareholders: MidWestOne Financial Group, Inc. shareholders received Nicolet Bankshares, Inc. common stock as merger consideration.
• Reporting Person (Matthew J. Hayek): His holdings in MidWestOne Financial Group, Inc. were converted into holdings in Nicolet Bankshares, Inc.

Key Dates

Keywords

MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Form 4, Beneficial Ownership, Director, Stock Conversion, RSU, Equity