NICOLET BANKSHARES INC 8-K

What Happened Nicolet Bankshares, Inc. announced it completed its previously announced merger with MidWestOne Financial Group, Inc. effective February 13, 2026. Under the Merger Agreement (dated Oct. 23, 2025), each MidWestOne share converted into 0.3175 shares of Nicolet, resulting in Nicolet issuing approximately 6.6 million new shares (valued at $155.19 per share based on Nicolet’s Feb. 13, 2026 close). At closing, MidWestOne merged into Nicolet and MidWestOne Bank merged into Nicolet National Bank. Nicolet issued a press release on Feb. 17, 2026 announcing the closing.

Key Details

• Exchange ratio and consideration: 0.3175 Nicolet shares per MidWestOne share; ~6.6 million Nicolet shares issued; $155.19 per share used for valuation (Nicolet closing price on Feb. 13, 2026).
• Effective date and structure: Merger effective Feb. 13, 2026; MidWestOne merged into Nicolet and the banks merged into Nicolet National Bank.
• Board changes: Nicolet’s board set at 12 members — eight Nicolet incumbents (Michael E. Daniels; Robert B. Atwell; John N. Dykema; Donald J. Long, Jr.; Oliver Pierce Smith; Susan L. Merkatoris; Glen E. Tellock; Robert J. Weyers) and four former MidWestOne directors joining the board (Tracy S. McCormick; Carl J. Chaney; Janet E. Godwin; Matthew J. Hayek). Seven Nicolet directors (Marcia M. Anderson; Hector Colon; Lynn D. Davis; Christopher J. Ghidorzi; Andrew F. Hetzel, Jr.; Brenda L. Johnson; Dustin J. McClone) ceased to be directors per the merger terms.
• Financial disclosures: MidWestOne’s audited financial statements for 2024 and 2023 and unaudited statements for the nine months ended Sep. 30, 2025 were incorporated by reference into Nicolet’s S-4/A; unaudited pro forma condensed combined financial statements were also included to show the combined results.

Why It Matters This filing confirms Nicolet has completed a material acquisition that increases its scale and changes its shareholder base and board composition. The issuance of ~6.6 million shares under the agreed exchange ratio affects Nicolet’s share count and ownership mix; investors should review the pro forma financials and the incorporated MidWestOne statements (in Nicolet’s S-4/A) to evaluate the combined balance sheet, earnings impact, and any near-term integration risks or costs. The press release (Exhibit 99.1) and the S-4/A contain additional details useful for assessing how the merger may affect Nicolet’s future results and governance.