Ray Barry S 4

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.