HEINONEN RUTH ELIINA 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne Director Ruth Heinonen Disposes 10,352 Shares in Merger
What Happened
Ruth Eliina Heinonen, a director of MidWestOne Financial Group, disposed of 10,352 shares of MOFG common stock on February 13, 2026. This was a "disposition to the issuer" (not an open‑market sale): at the Effective Time of the merger with Nicolet Bankshares (NIC), each MOFG share was cancelled and converted into the right to receive 0.3175 shares of NIC common stock. The filing reports no per‑share cash price; the 10,352 MOFG shares convert to approximately 3,286.76 NIC shares (10,352 × 0.3175).
Key Details
- Transaction date: February 13, 2026 (Effective Time of merger). Form 4 filed February 17, 2026 (timely).
- Transaction type: Disposition to issuer (code D) due to merger (not an open‑market sale).
- Shares disposed: 10,352 MOFG common shares; reported price: N/A. Converted into ~3,286.76 NIC shares using the 0.3175 exchange ratio.
- Shares owned after transaction: not specified in this Form 4.
- Footnotes: (F1) Merger of MOFG into NIC effective Feb 13, 2026. (F2) Each MOFG share converted into 0.3175 NIC shares. (F3) MOFG RSUs were vested/cancelled and converted into NIC shares (subject to withholding taxes where applicable).
- Filing timeliness: Filed Feb 17 for a Feb 13 transaction; filing appears timely given the merger timing and holiday schedule.
Context
This transaction is a corporate action tied to the merger, not a routine insider sale seeking cash proceeds. Dispositions labeled "to issuer" in merger contexts mean the insider's MOFG shares were canceled and exchanged per the merger terms. There is no indication in this filing that the resulting NIC shares were immediately sold.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-02-13−10,352→ 0 total
Footnotes (3)
- [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.