Funk Charles N 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne Director Charles Funk Disposes 137,217 Shares in Merger
What Happened
- Charles N. Funk, a director of MidWestOne Financial Group, reported a disposition of 137,217.153 shares of MOFG on Feb 13, 2026. The filing lists the price as N/A because the shares were canceled and converted as part of MidWestOne's merger into Nicolet Bankshares, Inc. Under the merger exchange ratio (0.3175 NIC shares per MOFG share), the MOFG shares convert to approximately 43,565 NIC shares. The filing also notes certain RSU awards were vested and converted per the merger terms.
Key Details
- Transaction date: 2026-02-13 (Effective Time of the merger)
- Transaction type/code: Disposition to issuer (D) — 137,217.153 MOFG shares; price shown as N/A
- Exchange ratio: 0.3175 NIC shares per MOFG share → ~43,565 NIC shares received (approx.)
- Additional note: Reporting person moved 7,742.153 MOFG shares from his 401(k) to a joint taxable brokerage account prior to the conversion; those shares had grown by 148.836 shares from dividend reinvestment (per footnote).
- RSUs: Outstanding MOFG RSU awards were fully vested, canceled and converted into NIC shares per the merger terms (less withholding, as applicable).
- Filing: Reported on SEC accession 0001430014-26-000001 (file date 2026-02-17).
Context
- This was not an open-market sale but a corporate-action disposition: MOFG common stock was canceled at the Effective Time of the merger and converted into NIC stock under the Merger Agreement. Such conversions are routine outcomes of M&A transactions and reflect the deal terms rather than an insider-initiated market sale.
Insider Transaction Report
Form 4Exit
Funk Charles N
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-02-13−137,217.153→ 0 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]The reporting person moved 7,742.153 shares that were previously held in the reporting person's account from within the MidWestOne Financial Group, Inc. 401(k) Plan to his shares held in a joint taxable account at a broker. These moved shares had been increased to that number by 148.836 shares since the date of the reporting person's previous Form filing due to dividend reinvestment while in the 401(k) account.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Charles N. Funk under Power of Attorney dated April 27, 2023|2026-02-17