Form 4: MidWestOne Director's Shares Convert in Nicolet Merger

Sentiment:

Insider Transaction Report


MidWestOne Financial Group Director Jennifer Hauschildt reported the conversion of her MOFG shares into Nicolet Bankshares stock following the February 13, 2026 merger.

Summary

  • MidWestOne Financial Group, Inc. (MOFG) merged with and into Nicolet Bankshares, Inc. (NIC) on February 13, 2026, as per the Agreement and Plan of Merger dated October 23, 2025.
  • Jennifer L. Hauschildt, a director of MOFG, reported the change in her beneficial ownership due to 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.
  • Outstanding MOFG RSU Awards were fully vested, canceled, and converted into NIC Common Stock based on the same exchange ratio, less any applicable withholding taxes.
  • Prior to the merger, Ms. Hauschildt beneficially owned 11,329.672 shares of MOFG Common Stock.
  • Her MOFG share count had increased by 129.156 shares due to additional shares acquired through dividend reinvestment since her last Form 4 filing.
  • Following the reported transaction, Ms. Hauschildt beneficially owns 0 shares of MOFG Common Stock, as MOFG ceased to exist as a separate entity.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily a procedural report of an insider's share conversion following a pre-announced merger, offering no new operational or financial insights.

Future Outlook

The filing reports a completed corporate action (merger) and the resulting change in an insider's beneficial ownership, rather than providing forward-looking statements or guidance from the company.

Industry Context

StockSavvy.ai notes that consolidation is a common trend in the regional banking sector, driven by economies of scale, increased regulatory burdens, and the pursuit of broader market reach. This merger between MidWestOne and Nicolet Bankshares aligns with this trend, aiming to create a larger, more competitive entity.

Comparison to Industry Standards

  • The conversion of shares for an insider following a merger is a standard procedural outcome for such corporate actions.
  • The specific exchange ratio of 0.3175 shares of NIC for each MOFG share is unique to this particular merger agreement and cannot be directly compared to other banking mergers without detailed context of the respective companies' valuations and strategic rationale.

Stakeholder Impact

  • Shareholders: MOFG shareholders received shares of Nicolet Bankshares, Inc., fundamentally altering their investment in the combined entity and its future performance.
  • Employees: The merger's completion likely has implications for the organizational structure and employment of personnel at both former MidWestOne and Nicolet Bankshares.

Key Dates

DateDescription
2023-04-27Date of Power of Attorney granted by Jennifer L. Hauschildt to Kenneth R. Urmie, John J. Ruppel, and Celeste M. Yoder.
2025-10-23Date of the Agreement and Plan of Merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc.
2026-02-13Effective Time of the merger between MidWestOne Financial Group, Inc. and Nicolet Bankshares, Inc., and the transaction date for share conversion.
2026-02-17Date the Form 4 was signed by Kenneth R. Urmie on behalf of Jennifer L. Hauschildt.

Keywords

MOFG, Nicolet Bankshares, NIC, Merger, Form 4, Insider Transaction, Beneficial Ownership, Director, Stock Conversion, RSU

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