CHANEY CARL J 4

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.