UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~February 2013, 2026

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin

001-37700

47-0871001

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

111 North Washington Street

Green Bay, Wisconsin 54301

(Address of principal executive offices)

(920) 430-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	NIC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.01			Completion of Acquisition or Disposition of Assets.

Effective February 13, 2026, Nicolet Bankshares, Inc. (“Nicolet” or the “Company”) completed its previously announced merger (the “Merger”) with MidWestOne Financial Group, Inc. (“MidWestOne”), pursuant to the terms of the Agreement and Plan of Merger, dated October 23, 2025, by and between Nicolet and MidWestOne (the “Merger Agreement”). At closing, MidWestOne merged with and into Nicolet, with Nicolet surviving the Merger. Immediately following the Merger, MidWestOne’s wholly owned bank subsidiary, MidWestOne Bank, merged with and into Nicolet’s wholly owned bank subsidiary, Nicolet National Bank (the “Bank”) pursuant to the terms of a Plan of Merger by and between the Bank and MidWestOne Bank. Item 1.01 of the Current Report on Form 8-K dated October 23, 2025, and filed by Nicolet with the U.S. Securities and Exchange Commission on October 23, 2025 (the “Prior Form 8-K”) reporting the entry into the Merger Agreement is incorporated by reference.

Pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of MidWestOne common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.3175 shares of Nicolet common stock.

As a result of the Merger, Nicolet issued approximately 6.6 million shares of Nicolet common stock, valued at $155.19 per share based on the closing stock price of Nicolet’s common stock on the New York Stock Exchange on February 13, 2026.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~January 20, 2026,~~ the ~~Compensation~~Effective ~~Committee~~Time of ~~Nicolet~~the ~~Bankshares~~Merger, ~~Inc.~~and ~~(“Nicolet”)~~in ~~recommended~~accordance ~~equity~~with ~~awards to~~ the ~~members~~terms of the ~~executive~~Merger ~~team~~Agreement, ~~and~~the ~~certain~~Nicolet ~~members~~Board of ~~the~~Directors ~~senior~~was ~~management~~set ~~team~~at ~~who~~twelve ~~have~~members, ~~been~~consisting ~~integrally involved in the execution and anticipated successful integration~~ of ~~MidwestOne~~eight ~~Financial~~individuals ~~Group,~~selected ~~Inc.~~by ~~(“MidWestOne”)~~Nicolet ~~and~~from ~~expected~~the ~~continued~~directors ~~achievement~~ of ~~metrics~~ ~~that~~Nicolet ~~are~~immediately ~~designed~~prior to ~~result in high performance levels of~~ the ~~combined~~Effective ~~entity. The equity awards consist of an aggregate of 101~~Time,~~000~~ ~~restricted~~and ~~stock~~four ~~units~~individuals ~~that~~selected ~~will~~by ~~vest~~Nicolet ~~upon~~from the ~~satisfaction~~directors of ~~certain~~MidWestOne ~~performance-based~~immediately ~~metrics~~prior ~~described~~to in the ~~awards~~Effective ~~over~~Time. The ~~approximately~~eight aNicolet ~~3-year~~directors ~~performance~~selected ~~period~~are ~~concluding~~as ~~December~~follows: ~~31, 2028.~~ Michael E. Daniels, ~~was~~Robert ~~awarded~~B. 20Atwell,~~000~~ ~~restricted~~John ~~stock~~N. ~~units~~Dykema, ~~and~~Donald HJ. ~~Phillip Moore~~Long, Jr., ~~Eric~~Oliver J.Pierce ~~Witczak~~Smith, ~~Brad~~Susan VL. ~~Hutjens~~Merkatoris, ~~and~~Glen ~~William M~~E. ~~Bohn were each awarded 10~~Tellock,~~000~~ ~~restricted~~and ~~stock~~Robert ~~units~~J. Weyers. ~~One-third~~The offour ~~the~~former ~~restricted~~directors ~~stock units will vest upon the closing~~ of ~~the Nicolet /~~ MidWestOne ~~transaction,~~selected anare ~~additional~~as ~~one-third~~follows: ~~will~~Tracy ~~vest~~S. ~~based~~McCormick, onCarl ~~achievement~~J. ofChaney, ~~above~~Janet ~~average~~E. ~~peer bank Return on Average Assets percentiles for the three-year period through December 31~~Godwin, ~~2028,~~ and ~~the~~Matthew ~~final one-third will vest based on achievement of a cumulative earnings per share (“EPS”) target for the three-year period through December 31, 2028~~J. ~~The aggregate grant date value of all of the equity awards is $13 million, which will be recognized over the three-year vesting period for years 2026 through 2028~~Hayek.

~~Item~~Ms. 5McCormick, Mr.07 ~~Submission~~Chaney, Ms. Godwin, and Mr. Hayek were not selected as directors of ~~Matters~~Nicolet pursuant to aany ~~Vote~~other arrangement or understanding with any other persons. Ms. McCormick is expected to serve on Nicolet’s Audit Committee and Nicolet’s Nominating and Corporate Governance Committee, Mr. Chaney is expected to serve on Nicolet’s Nominating and Corporate Governance Committee, and Ms. Godwin is expected to serve on Nicolet’s Audit Committee. Each of ~~Security~~the ~~Holders~~new directors will receive compensation consistent with other non-employee directors, as described in Nicolet’s Proxy Statement.

~~Proposal~~At 1: the Effective Time of the Merger, and in accordance with the terms of the Merger Agreement, Marcia M. Anderson, Hector Colon, Lynn D. Davis, Christopher J. Ghidorzi, Andrew F. Hetzel, Jr., Brenda L. Johnson, and ~~Share~~Dustin ~~Issuance~~J. McClone ceased to be directors of Nicolet. These individuals each ceased to be directors of Nicolet due solely to the terms of the Merger Agreement. Nicolet thanks each of these directors for their service to Nicolet over the last several years.

A proposal to approve and adopt the Agreement and Plan of Merger dated October 23, 2025, as the same may from time to time be amended, between Nicolet and MidWestOne, pursuant to which MidWestOne will merge with and into Nicolet, including the issuance of shares of Nicolet common stock in the merger.

For			Against			Abstain			Broker Non-Votes
10,229,249			48,210			18,945			1,257,200

Proposal 2: Adjournment.

A proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the merger agreement and the transactions contemplated by the merger agreement.

For			Against			Abstain			Broker Non-Votes
10,099,561			173,450			23,393			1,257,200

Although Proposal 2 was approved, the adjournment of the special meeting was not necessary because Nicolet’s shareholders approved Proposal 1.

Proposal 3: Amendment to Nicolet’s Articles to Increase Authorized Shares.

A proposal to amend Nicolet’s Articles of Incorporation, as amended, to increase the number of authorized shares of Nicolet’s common stock, par value $0.01, from 30,000,000 to 60,000,000 shares.

For			Against			Abstain			Broker Non-Votes
11,240,298			267,339			45,967			N/A


Item 7.01			Regulation FD Disclosure.

AsOn ofFebruary ~~January 22~~17, 2026, Nicolet ~~had~~issued ~~received~~a ~~all~~press ~~regulatory~~release ~~approvals~~announcing ~~for~~ the ~~MidWestOne~~completion ~~Merger~~of ~~and~~ the ~~Bank~~ Merger., ~~Assuming~~a ~~other~~copy ~~closing~~of ~~conditions~~which ~~are~~is ~~satisfied,~~furnished ~~Nicolet~~as ~~expects~~Exhibit 99.1 to ~~complete~~this ~~the~~Current ~~MidWestOne~~Report ~~Merger~~ on ~~February~~Form ~~13,~~8-K ~~2026.~~and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01			Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of MidWestOne as of and for the years ended December 31, 2024 and December 31, 2023, and the accompanying notes thereto, were incorporated by reference in Nicolet’s registration statement on Form S-4/A (File No. 333-291780), filed with the Commission on December 17, 2025 (the “Amended Registration Statement”) from MidWestOne’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025; and are incorporated herein by reference.

The unaudited consolidated financial statements of MidWestOne as of and for the nine months ended September 30, 2025, and the accompanying notes thereto, were incorporated by reference in Nicolet’s Amended Registration Statement from MidWestOne’s Quarterly Report on Form 10-Q for the quarterly period September 30, 2025, filed with the SEC on November 5, 2025; and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of Nicolet as of September 30, 2025, giving effect to the Merger as if it had occurred on September 30, 2025, and the unaudited pro forma condensed combined statements of income of Nicolet for the nine months ended September 30, 2025 and the year ended December 31, 2024, in each case giving effect to the Merger as if it had been completed on January 1, 2024, and the accompanying notes thereto, were included in Nicolet’s Amended Registration Statement beginning on page 11 and are incorporated herein by reference.


Exhibit No.						Description of Exhibit
2.1						Agreement and Plan of Merger by and between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc. (incorporated by reference to the Prior Form 8-K)
23.1						Consent of RSM US LLP
99.1						Press Release, dated February 17, 2026
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

~~January~~February 2619, 2026

NICOLET BANKSHARES, INC.

By:

/s/ H. Phillip Moore, Jr.

H. Phillip Moore, Jr.

Chief Financial Officer

Filing Compare · NICOLET BANKSHARES INC