REEVES CHARLES N 4

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.