MidWestOne Financial Group, Inc. 8-K

What Happened

• MidWestOne Financial Group, Inc. completed a merger into Nicolet Bankshares, Inc., effective February 13, 2026. At the Effective Time MidWestOne merged into Nicolet (Nicolet survived) and MidWestOne Bank merged into Nicolet National Bank.
• Each share of MidWestOne common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.3175 shares of Nicolet common stock pursuant to the merger agreement.

Key Details

• Effective date: February 13, 2026 (the “Effective Time”).
• Conversion ratio: 0.3175 shares of Nicolet common stock per MidWestOne common share.
• Listing and reporting: MidWestOne notified NASDAQ to suspend trading and remove its listing effective at the Effective Time and requested Form 25 filing; Nicolet intends to file Form 15 to terminate MidWestOne’s registration under Section 12(g) and suspend MidWestOne’s reporting obligations under Sections 13 and 15(d).
• Board and control changes: MidWestOne’s directors and executive officers ceased serving at the Effective Time. Nicolet’s board was set at 12 members (8 Nicolet directors and 4 former MidWestOne directors: Tracy S. McCormick, Carl J. Chaney, Janet E. Godwin, Matthew J. Hayek). Committee assignments for the MidWestOne appointees were specified in the filing.

Why It Matters

• Shareholders of MidWestOne no longer hold MidWestOne equity after the Effective Time; they hold Nicolet common stock based on the stated conversion ratio. That changes their issuer, the trading ticker and the reporting company.
• The requested Nasdaq delisting and Form 15 filing mean MidWestOne common stock will be removed from Nasdaq and MidWestOne’s SEC reporting obligations will be suspended; shareholders should follow Nicolet’s filings going forward for ongoing financial reporting and disclosures.
• The merger represents a change in corporate control, governance and operating structure (including the combined bank), which may affect liquidity, analyst coverage and where shareholders look for future corporate communications.