REEVES CHARLES N 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) CEO Charles Reeves Converts Shares in Merger
What Happened
- Charles N. Reeves, CEO of MidWestOne Financial Group, reported multiple dispositions on Feb 13, 2026 tied to the company’s merger into Nicolet Bankshares. In connection with the merger, a total of about 127,409 MOFG shares were affected: 110,416 shares were cancelled/converted to merger consideration and 16,993 shares were withheld/used to satisfy tax/option obligations. The 16,993 shares were valued at $49.31 each, totaling $837,925.
- These were not open-market sales but corporate actions under the merger: outstanding MOFG shares and vested RSU/PSU awards were converted per the merger terms (see Key Details).
Key Details
- Transaction date: February 13, 2026 (Effective Time of the merger). Form filed Feb 17, 2026 (timely).
- Share movements reported:
- 16,993 shares withheld/used to pay exercise price or tax liability at $49.31 → $837,925.
- 78,176.55 shares, 32,000 shares, and 239.157 shares reported as "Disposition to the issuer" (canceled/converted under the merger).
- Combined dispositions to issuer ≈ 110,416 MOFG shares.
- Merger conversion: each MOFG share was converted into the right to receive 0.3175 NIC common shares (the “Merger Consideration”). Roughly, the ~110,416 MOFG shares converted would equal ~35,057 NIC shares (0.3175×110,416), before any applicable withholding.
- Footnotes of note:
- F1: Included in reported activity are shares from dividend reinvestment (64.724), dividend equivalents on RSUs (8.181), and 30,121.536 from vested PSUs since the prior filing.
- F4–F5: All outstanding RSU and PSU awards were fully vested, canceled, and converted into NIC stock (and cash for accrued dividend equivalents on PSUs) at the Effective Time.
- F6: 401(k) plan holdings increased by 1.237 shares since prior filing.
- Shares owned after the transactions were not specified in the provided excerpt of the Form 4.
Context
- This filing primarily reflects merger-driven conversions and tax/withholding activity, not typical insider open-market selling. Dispositions “to the issuer” mean shares were canceled/converted per the merger agreement rather than sold on the market.
- For retail investors: merger-driven conversions change the form of the holding (MOFG → NIC), and the tax-withholding is a routine administrative step. These actions don’t necessarily indicate CEO trading intent beyond complying with merger terms.
Insider Transaction Report
Form 4Exit
REEVES CHARLES N
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−16,993$837,925→ 78,176.55 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−78,176.55→ 0 total - Disposition to Issuer
Common Stock
[F2][F3]2026-02-13−32,000→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
[F2][F3][F6]2026-02-13−239.157→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Amount reported includes 64.724 shares from dividend reinvestment, 8.181 dividend equivalents on restricted stock units and 30,121.536 from vested performance stock units, since the reporting person's previous Form filing.
- [F2]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.
- [F3]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).
- [F4]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.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding MOFG PSU Award was fully vested, canceled and converted into the right to receive (i) a number of shares of NIC Common Stock equal to the product of (x) the number of shares of MOFG Common Stock subject to such MOFG PSU Award immediately prior to the Effective Time based on the higher of target performance and actual performance through the Effective Time multiplied by (y) the Exchange Ratio, plus (ii) a cash payment in respect of any accrued but unpaid dividend equivalents on such MOFG PSU Award.
- [F6]Shares held in the reporting person's account from within the MidWestOne Financial Group, Inc.. 401(k) Plan, as of February 13, 2026. Reported shares have increased by 1.237 shares since the date of the reporting person's previous Form filing due to an allocation to his account.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Charles N. Reeves under Power of Attorney dated April 21, 2023|2026-02-17