Kaeding Nathaniel J 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) Director Nathaniel Kaeding Disposes Shares in Merger
What Happened
Nathaniel J. Kaeding, a director of MidWestOne Financial Group (MOFG), recorded dispositions of MOFG stock on Feb 13, 2026 as part of the merger with Nicolet Bankshares (NIC). The filing shows two dispositions to the issuer: 9,239.41 shares and 408 shares (total 9,647.41 MOFG shares). No cash sale price is reported because MOFG common stock was canceled at the merger Effective Time and converted into NIC common stock under the merger terms.
Key Details
- Transaction date: 2026-02-13; Form 4 filed 2026-02-17.
- Dispositions: 9,239.41 MOFG shares and 408 MOFG shares (total 9,647.41 MOFG shares). Price: N/A (shares were canceled/converted in the merger).
- Merger conversion: each MOFG share converted into 0.3175 NIC shares — the total converts to roughly 3,063.05 NIC shares (9,647.41 × 0.3175).
- RSU treatment: outstanding MOFG RSU awards were fully vested, canceled and converted into NIC shares per the merger agreement (less any tax withholding).
- Footnote: shares reported had increased by 211.703 due to dividend reinvestment since the last Form filing.
- Filing timeliness: Form 4 reports the Feb 13 transaction and was filed Feb 17; the filing itself does not state a late filing code.
Context
This was a corporate merger-driven conversion (disposition to the issuer), not a market sale by the director. The economic value to the insider depends on the market value of NIC shares received under the 0.3175 exchange ratio and any tax withholdings applied to converted RSUs. For tracking ongoing insider exposure, monitor holdings and filings under Nicolet Bankshares (NIC).
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-02-13−9,239.41→ 0 total - Disposition to Issuer
Common Stock
[F1][F2]2026-02-13−408→ 0 total(indirect: By IRA)
Footnotes (4)
- [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.
- [F4]Shares increased by 211.703 shares due to additional shares acquired through dividends reinvested since the reporting person's last Form filing.