ALBERT LARRY D 4

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

AI-generated summary of this filing

Updated Feb 17, 2026

MidWestOne (MOFG) Director Larry D. Albert Disposes 18,593.531 Shares

What Happened

Larry D. Albert, a director of MidWestOne Financial Group (MOFG), recorded a disposition to the issuer of 18,593.531 MOFG shares on February 13, 2026. No cash price is reported because the shares were canceled and converted as part of a merger with Nicolet Bankshares (NIC).
Under the merger terms each MOFG share converted into 0.3175 shares of NIC common stock, which implies receipt of approximately 5,903.45 NIC shares (18,593.531 × 0.3175). The filing shows the MOFG shares were canceled; no cash proceeds are shown.

Key Details

Transaction date: 2026-02-13 (Effective Time of the merger). Form 4 filed: 2026-02-17 (timely).
Transaction type/code: Disposition to issuer (D); price: N/A (shares converted, not sold for cash).
Conversion ratio: 0.3175 NIC shares per MOFG share (per Merger Agreement).
Estimated NIC shares received: ~5,903.45 (calculated from the exchange ratio). Actual NIC shares received could differ for awards after tax withholding.
Shares owned after transaction: MOFG shares were canceled at the Effective Time; the filing does not list remaining MOFG holdings. Any resulting NIC holdings are not detailed in this Form 4.
Relevant footnotes: (F1–F3) confirm MOFG merged into NIC (Merger Agreement dated Oct 23, 2025); all outstanding MOFG common stock was canceled and converted into NIC stock; MOFG RSU awards vested, were canceled, and converted into NIC shares less any applicable withholding taxes.

Context

This disposition is a merger-related conversion (corporate transaction), not an open-market sale or a voluntary executive sale—so it does not necessarily indicate insider sentiment about NIC or MOFG stock.
RSU conversions were treated similarly but could have been reduced for tax withholding; the filing does not report cash proceeds.

Form 4Exit

Period: 2026-02-13

Director

Transactions

Footnotes (3)

[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.

Signature

Kenneth R. Urmie, Deputy Corporate Secretary, for Larry D. Albert under Power of Attorney dated April 27, 2023|2026-02-17

4 files