Form 4: MidWestOne Officer Converts Shares in Nicolet Merger

SVP Susan M. Moore's MidWestOne Financial Group shares and equity awards converted into Nicolet Bankshares stock following the merger.

Summary

• Susan M. Moore, SVP, Chief Risk Officer of MidWestOne Financial Group, Inc. (MOFG), reported changes in beneficial ownership due to the merger of MOFG into Nicolet Bankshares, Inc. (NIC).
• The merger, effective February 13, 2026, resulted in each MOFG common stock share being converted into 0.3175 shares of NIC common stock.
• MOFG Restricted Stock Unit (RSU) and Performance Stock Unit (PSU) awards held by Ms. Moore fully vested and converted into NIC common stock.
• PSU awards converted based on the higher of target or actual performance through the effective time, plus a cash payment for accrued dividend equivalents.
• Ms. Moore disposed of 3,259 shares of MOFG Common Stock at $49.31, likely for tax withholding related to the vesting.
• She also disposed of 15,376.206 shares of MOFG Common Stock and 1,352.998 shares held in her 401(k) plan, all converted into NIC shares due to the merger.
• Following these transactions, Ms. Moore beneficially owns 0 shares of MOFG Common Stock, as MOFG ceased to exist as a separate entity.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for the reporting person, as equity awards fully vested and converted into shares of the acquiring entity, realizing value from the merger.

Positives

• Equity awards (RSUs and PSUs) fully vested upon the merger, providing immediate realization of value for the reporting person.
• PSU awards converted based on the higher of target or actual performance, potentially maximizing the value received.
• The conversion into Nicolet Bankshares, Inc. (NIC) common stock provides continued equity participation in the combined entity.

Negatives

• The disposition of 3,259 shares at $49.31 for tax withholding represents a reduction in the number of shares ultimately received from the vested awards.
• The cessation of MidWestOne Financial Group, Inc. as a standalone entity means the reporting person no longer holds direct equity in the former company.

Future Outlook

The filing details a completed merger, primarily reporting past events (the effective time of the merger). It does not provide forward-looking statements or guidance for the combined entity.

Industry Context

StockSavvy.ai notes that this Form 4 reflects the finalization of a regional bank merger, a common trend in the financial services industry driven by desires for increased scale, cost efficiencies, and expanded market reach. The conversion of equity awards and common stock into shares of the acquiring entity, Nicolet Bankshares, Inc., is standard practice in such transactions, indicating a successful integration phase from an equity compensation perspective.

Comparison to Industry Standards

• The exchange ratio of 0.3175 shares of NIC Common Stock for each MOFG share is a specific term of this merger and would typically be compared to other regional bank merger valuations at the time of the merger agreement (October 23, 2025).
• The full vesting of equity awards (RSUs and PSUs) upon merger completion is a common provision in change-of-control clauses for executive compensation, aligning executive interests with shareholder value creation during an acquisition.
• The conversion of PSUs at the higher of target or actual performance is a favorable term for the executive, often seen in well-negotiated merger agreements to reward past performance and incentivize cooperation through the transaction.

Corporate Governance

Stakeholder Impact

• Shareholders (MOFG): The merger resulted in MOFG shareholders receiving NIC common stock, effectively converting their investment into the acquiring company.
• Employees (MOFG): For employees holding equity awards like Ms. Moore, the merger triggered vesting and conversion, providing liquidity or continued equity in the new entity.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of an officer's stock transactions resulting from a completed merger. It does not provide new information about the financial health or future prospects of the combined entity (Nicolet Bankshares, Inc.) that would warrant a change in investment recommendation. Investors would already have factored in the merger details. Therefore, a "hold" recommendation is appropriate as this filing merely confirms the execution of previously announced terms.

Keywords

MidWestOne Financial Group, MOFG, Nicolet Bankshares, NIC, Merger, Form 4, Beneficial Ownership, Stock Conversion, Equity Awards, RSU, PSU, Susan M. Moore, Officer Transaction