DANIELS MICHAEL E 4

What Happened

• Michael E. Daniels, Chairman, President & CEO and Director of Nicolet Bankshares (NIC), received a performance-based restricted stock unit (RSU) award that vested on Feb 13, 2026. The award covered 6,666 shares valued at $155.19 each (total ~$1,034,497). To cover tax withholding on the vesting, 2,624 shares were withheld (disposed) at the same price for ~$407,219, leaving a net 4,042 shares retained (net value ≈ $627,278).

Key Details

• Transaction date: 2026-02-13; price used for valuation/withholding: $155.19 per share.
• Grant type: A = Award/Acquisition (RSU vesting). F = Shares withheld to cover tax liability.
• Net shares received: 4,042 (6,666 vested − 2,624 withheld).
• Footnote: Vesting triggered by completion of the merger between Nicolet Bankshares and MidWestOne Financial Group on Feb 13, 2026 (performance metric satisfied).
• Footnote: Filing notes 1,061 shares owned by Mr. Daniels in the Employee Stock Purchase Plan (no change since his prior Form 4).
• Filing: Report filed Feb 17, 2026 (period of report: Feb 13, 2026).

Context

• This was a performance-based RSU vesting event, not an open-market purchase or a voluntary sale. The F-code withholding is a common cashless method to satisfy tax obligations when RSUs vest and does not necessarily indicate the insider’s market view.
• For retail investors, RSU vesting tied to a corporate milestone (here, a merger close) is a routine executive compensation outcome that reflects achievement of specified objectives rather than a direct buy/sell signal.