CHANEY CARL J 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) Director Carl J. Chaney Disposes Shares in Merger
What Happened Carl J. Chaney, a director of MidWestOne Financial Group, reported dispositions of MOFG shares on Feb 13, 2026 in connection with the merger of MidWestOne into Nicolet Bankshares. Two dispositions to the issuer were reported: 2,419.000 shares and 7,005.777 shares, totaling 9,424.777 MOFG shares. Under the merger terms each MOFG share was converted into 0.3175 shares of NIC common stock, implying receipt of approximately 2,992.37 NIC shares in aggregate (before any applicable tax withholding). No per‑share cash price was reported (N/A) because the MOFG shares were cancelled/converted as part of the merger consideration.
Key Details
- Transaction date: February 13, 2026 (Effective Time of the merger).
- Transaction type: Disposition to issuer (D) — cancellation/conversion under the Agreement and Plan of Merger with Nicolet Bankshares.
- Shares disposed: 2,419.000 and 7,005.777 (total 9,424.777 MOFG shares).
- Conversion ratio: 0.3175 NIC shares per MOFG share → ~2,992.37 NIC shares pre‑withholding.
- RSUs: MOFG RSU awards were fully vested and converted into NIC shares per merger terms; final NIC shares may be reduced by withholding taxes.
- Account moves since last filing: the reporting person moved 6,000 shares from a direct account into a trust, and holdings increased by 5.777 shares due to dividend reinvestment (per footnotes).
- Filing timeliness: Form filed Feb 17, 2026. Because Feb 16 was a market holiday (Presidents’ Day), Feb 17 met the SEC two‑business‑day filing deadline — filing appears timely.
Context
- This was not an open‑market sale but a corporate action: outstanding MOFG shares were cancelled and converted into NIC stock under the merger agreement. Such dispositions to the issuer in M&A transactions are routine transactional conversions rather than directional insider selling.
- The filing lists conversion mechanics and potential tax withholding; it does not report a cash sale amount to the insider. Retail investors should view this as a structural outcome of the merger, not necessarily a signal of the director’s market view.
Insider Transaction Report
Form 4Exit
CHANEY CARL J
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-02-13−2,419→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F4][F5]2026-02-13−7,005.777→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]On February 13, 2026 (the Effective Time), pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement) dated as of October 23, 2025, by and between MidWestOne Financial Group, Inc. (MOFG) and Nicolet Bankshares, Inc. (NIC), MOFG merged with and into NIC (the Merger). Defined terms not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, 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 (the Merger Consideration).
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding MOFG RSU Award was fully vested, canceled and converted into the right to receive a number of shares of NIC Common Stock equal to the product of (i) the number of shares of MOFG Common Stock subject to such MOFG RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, less any applicable withholding taxes.
- [F4]Since his last Form 4 filing, the reporting person moved 6,000 shares from his direct personal account in to his trust account.
- [F5]Shares increased by 5.777 shares due to additional shares acquired through dividends reinvested since the reporting person's last Form filing.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Carl J. Chaney under Power of Attorney dated February 22, 2024|2026-02-17