HEINONEN RUTH ELIINA 4
Research Summary
AI-generated summary
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.