Ray Barry S 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne CFO Ray Barry S Surrenders Shares in Merger
What Happened
- Ray Barry S, Senior Executive Vice President, Chief Financial Officer and Treasurer of MidWestOne Financial Group (MOFG), had MOFG equity converted and shares withheld in connection with MOFG's merger into Nicolet Bankshares (NIC) effective Feb 13, 2026. The filing shows:
- 34,250.856 MOFG shares and 1,875.931 MOFG shares were disposed to the issuer (total 36,126.787 shares) as part of the merger conversion.
- Separately, 8,800 MOFG shares were disposed to satisfy tax withholding (code F) at $49.31 per share, valued at $433,928.
- Per the Merger Agreement, each MOFG share was canceled and converted into the right to receive 0.3175 shares of NIC common stock; the 36,126.787 MOFG shares convert to roughly 11,470 NIC shares (36,126.787 × 0.3175), subject to any applicable withholding.
Key Details
- Transaction date: February 13, 2026 (Effective Time of the Merger).
- Filing date: Form 4 filed February 17, 2026.
- Share counts:
- Dispositions to issuer (merger conversion): 34,250.856 and 1,875.931 MOFG shares (total 36,126.787).
- Tax withholding (payment of tax liability): 8,800 MOFG shares at $49.31/share = $433,928.
- Combined MOFG shares surrendered/withheld shown on the Form: 44,926.787.
- Exchange ratio: 0.3175 NIC shares per MOFG share (per Merger Agreement).
- Footnotes of note:
- F2–F5 describe the merger mechanics: all MOFG shares, RSUs and PSUs fully vested/converted at the Effective Time; PSUs include a cash payment for accrued dividend equivalents.
- F1 notes the reported amount includes 4.531 dividend equivalents on RSUs and 17,120.882 shares from vested PSUs since the prior Form 4.
- F6 notes 9.81 shares in the reporting person's 401(k) account were allocated since the prior filing.
- Shares owned after the transaction are not itemized in the provided excerpt of the filing.
Context
- These dispositions were not open-market sales but merger-related conversions/cancellations and tax withholding. The dispositions to the issuer reflect the Merger Agreement mechanics (conversion to NIC stock), not a voluntary sale for cash.
- The 8,800-share disposition is a withholding to cover tax liabilities (code F), similar to a cashless tax-withholding event when equity awards vest or are converted.
- RSU and PSU awards were treated per the Merger Agreement: RSUs vested and converted into NIC shares; PSUs vested and converted based on performance (with cash paid for accrued dividend equivalents). This is a corporate transaction consequence rather than a trading signal by the insider.
Insider Transaction Report
Form 4Exit
Ray Barry S
Senior EVP, CFO and Treasurer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−8,800$433,928→ 34,250.856 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−34,250.856→ 0 total - Disposition to Issuer
Common Stock
[F2][F3][F6]2026-02-13−1,875.931→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Amount reported includes 4.531 dividend equivalents on restricted stock units and 17,120.882 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 9.81 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 Barry S. Ray under Power of Attorney dated April 21, 2023|2026-02-17