Form 4: MidWestOne Director's Shares Convert in Nicolet Merger
Insider Transaction Report
MidWestOne Financial Group Director Janet E. Godwin's shares were converted into Nicolet Bankshares stock following the merger of MOFG into NIC on February 13, 2026.
Summary
- MidWestOne Financial Group, Inc. (MOFG) merged with and into Nicolet Bankshares, Inc. (NIC) on February 13, 2026, as per an Agreement and Plan of Merger dated October 23, 2025.
- Janet E. Godwin, a Director of MOFG, reported the conversion of her MOFG securities as a result of this 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.
- MOFG RSU Awards held by Ms. Godwin were fully vested, canceled, and converted into a number of shares of NIC Common Stock equal to the product of the number of MOFG shares subject to the RSU multiplied by the exchange ratio, less applicable withholding taxes.
- Following the reported transaction, Ms. Godwin beneficially owns 0 shares of MOFG Common Stock, down from 10,599 shares prior to the conversion.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, simply reporting the mechanical conversion of insider shares due to a pre-announced merger, with no new positive or negative operational information.
Positives
- MOFG RSU Awards held by the reporting person were fully vested upon the merger, converting into NIC Common Stock.
Negatives
- No direct negatives are presented in this Form 4 filing, which reports a mandatory transaction due to a merger.
Risks
- No specific risks are mentioned in this Form 4 filing, which is a post-merger transaction report.
Industry Context
StockSavvy.ai notes that mergers and acquisitions are common in the financial services sector, often driven by consolidation, economies of scale, and market expansion strategies. This specific merger between MidWestOne Financial Group and Nicolet Bankshares reflects ongoing trends in regional banking consolidation.
Comparison to Industry Standards
- Not applicable as this filing reports an insider transaction resulting from a merger, not financial performance or operational results.
Stakeholder Impact
- Shareholders of MidWestOne Financial Group (MOFG) had their shares converted into Nicolet Bankshares (NIC) shares, fundamentally changing their ownership in the combined entity.
- The reporting person, as a director, had her MOFG equity converted, aligning her interests with the new combined entity (NIC).
Key Dates
| Date | Description |
|---|---|
| April 27, 2023 | Date of Power of Attorney for Janet E. Godwin. |
| 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; Transaction Date for the conversion of MOFG securities. |
| February 17, 2026 | Date the Form 4 was signed by the reporting person's attorney-in-fact. |
Keywords
MOFG, NIC, Merger, Form 4, Insider Transaction, Stock Conversion, RSU, Director, Beneficial Ownership, Financial Group, Bankshares
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