MidWestOne Financial Group, Inc.·4

Feb 17, 10:31 AM ET

GREEFF DOUGLAS H 4

4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026

Research Summary

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MidWestOne (MOFG) Director Douglas H. Greeff Disposes 15,117 Shares

What Happened

  • Douglas H. Greeff, a director of MidWestOne Financial Group, reported a disposition to the issuer of 15,117 shares of MOFG common stock on February 13, 2026. No cash price is reported (N/A) because the shares were cancelled and converted under a merger rather than sold on the open market.
  • Per the merger terms, each MOFG share was converted into 0.3175 shares of Nicolet Bankshares, Inc. (NIC) common stock. The 15,117 MOFG shares equate to approximately 4,799.65 NIC shares before any applicable tax withholding.

Key Details

  • Transaction date: 2026-02-13 (Effective Time of merger); Form 4 filed 2026-02-17 (timely — filed two business days after the transaction given the Presidents' Day holiday).
  • Transaction code: D (Disposition to the issuer); Price: N/A (conversion in merger).
  • Shares disposed: 15,117 MOFG shares → ~4,799.65 NIC shares (0.3175 exchange ratio). Withholding taxes may have reduced the final NIC shares delivered.
  • Footnotes of note:
    • F1–F3: The disposition and conversions occurred pursuant to the Agreement and Plan of Merger between MidWestOne and Nicolet (effective Feb 13, 2026). All outstanding MOFG common stock was cancelled and converted per the exchange ratio; MOFG RSU awards vested and were converted as described.
    • F4: The filing notes an increase of 55.091 shares due to dividend reinvestment since the reporting person's last Form 4.
  • Shares owned after transaction: Not explicitly reported for MOFG (MOFG shares were cancelled); resulting NIC share balance after conversion/withholding is not specified in the filing.

Context

  • This was not an open-market sale or a voluntary insider sale — it was an issuer-directed disposition resulting from MOFG’s merger into Nicolet. Such transactions reflect corporate action (merger conversion) rather than an insider signaling buying/selling intent.
  • The economic value to Mr. Greeff depends on the market price of NIC shares received and any tax withholdings; the Form 4 does not state cash proceeds.

Insider Transaction Report

Form 4Exit
Period: 2026-02-13
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2][F3][F4]
    2026-02-1315,1170 total
Footnotes (4)
  • [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]Shares increased by 55.091 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 Douglas H. Greeff under Power of Attorney dated April 27, 2023|2026-02-17

Documents

4 files
  • 4
    wk-form4_1771342289.xmlPrimary

    FORM 4

  • EX-24
  • GRAPHIC
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  • GRAPHIC
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