Form 4: Nicolet Bankshares Director Dustin McClone Boosts Stake Via Deferred Compensation

Nicolet Bankshares Director Dustin McClone acquired 164.569 shares of common stock at $126.17 per share through a deferred compensation plan, increasing his indirect beneficial ownership to 1,838.035 shares.

Summary

• Dustin James McClone, a Director of Nicolet Bankshares Inc. (NIC), acquired 164.569 shares of common stock.
• The acquisition occurred on July 15, 2025, at a price of $126.17 per share.
• These shares were acquired through the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors.
• The acquisition represents the deferral of his second quarter 2025 earned board fees and annual Nicolet Board cash retainer.
• His indirect beneficial ownership after this transaction is 1,838.035 shares.
• This total includes 4.584 shares received as dividend reinvestment from a cash dividend paid on June 13, 2025.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged purchase.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, especially through a deferred compensation plan and a 10b5-1 plan, is generally a positive signal of confidence in the company's long-term prospects and aligns management interests with shareholders. It's a routine, positive governance item.

Positives

• Director McClone is increasing his stake in the company, indicating confidence in Nicolet Bankshares' future performance.
• The acquisition is part of a deferred compensation plan, aligning management's interests with shareholders.
• The transaction was pre-planned under Rule 10b5-1(c), suggesting a structured approach to compensation and share ownership.

Future Outlook

The transaction date of July 15, 2025, indicates a future planned acquisition under a Rule 10b5-1 plan, reflecting a pre-scheduled increase in director ownership.

Management Comments

• Mr. McClone acquired 164.569 shares in the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors by deferring his second quarter 2025 earned board fees and his annual Nicolet Board cash retainer.
• Includes 4.584 shares received as dividend reinvestment in the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors from Nicolet Bankshares, Inc. paid cash dividend on June 13, 2025.

Industry Context

This transaction is typical for financial institutions that offer deferred compensation plans to their non-employee directors, allowing them to convert fees into company stock, which aligns their interests with shareholders. It reflects standard corporate governance practices in the banking sector.

Comparison to Industry Standards

• Deferred compensation plans for non-employee directors are a common practice across the financial services industry, including regional banks and larger financial institutions, to encourage long-term alignment with shareholder interests.
• The acquisition of shares through such a plan, rather than open market purchases, is a standard mechanism for directors to build equity stakes using their compensation.
• The use of a Rule 10b5-1 plan for such transactions is a best practice for insiders to avoid accusations of trading on material non-public information, common among publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive signal of director confidence and alignment of interests. Increased insider ownership can be viewed favorably.

Next Steps

• Continued participation of Director McClone in the Nicolet National Bank Deferred Compensation Plan.
• Future dividend reinvestments for shares held in the deferred compensation plan.

Key Dates

Recommendation

Keywords

Nicolet Bankshares, NIC, Dustin McClone, SEC Form 4, Insider Transaction, Stock Acquisition, Deferred Compensation, Director Compensation, Rule 10b5-1, Bankshares, Financial Services