ALBERT LARRY D 4

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.