Sims Gary L 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) SVP Gary Sims Receives Award in Merger
What Happened
- Gary L. Sims, Senior Vice President & Chief Credit Officer of MidWestOne Financial Group (MOFG), had outstanding RSU and PSU awards fully vest at the Feb 13, 2026 effective time of MOFG's merger into Nicolet Bankshares (NIC). Per the merger terms the awards converted into NIC shares. To satisfy withholding obligations, 4,547 MOFG shares were surrendered (tax-withholding) at an implied value of $49.31 per share for approximately $224,213. In addition, 23,780.991 and 1,821.506 MOFG shares were disposed to the issuer as part of the merger conversion process (total 25,602.497 shares).
Key Details
- Transaction date: February 13, 2026 (Effective Time of the merger). Filing date: Feb 17, 2026.
- Tax-withholding disposition: 4,547 shares at $49.31 → $224,213 (code F = tax withholding).
- Dispositions to issuer (codes D): 23,780.991 shares and 1,821.506 shares (N/A per-share price in filing; these reflect cancellation/conversion under the merger).
- Shares owned after transaction: the filing does not report a full post-transaction total; footnote notes 401(k) plan holdings increased by 9.522 shares since the prior filing.
- Footnotes of note:
- F2–F5: Merger with Nicolet Bankshares caused each MOFG share and outstanding RSU/PSU to be converted per the Merger Agreement; Exchange Ratio = 0.3175 NIC shares per MOFG share.
- F1: Reported amounts include 2.894 dividend equivalents on RSUs and 10,458.175 shares from vested PSUs since the last Form 4.
- F6: 401(k) allocation increased reporting person’s plan holdings by 9.522 shares.
- Timeliness: Reported within days of the Feb 13 Effective Time (filed Feb 17); no late filing indicated.
Context
- This was not an open-market buy or sell driven by trading intent — the transactions resulted from the merger (automatic vesting/conversion) and routine tax withholding. RSUs and PSUs were fully vested and converted into NIC consideration per the merger agreement; PSUs were converted based on the higher of target or actual performance through the Effective Time, with any dividend equivalents paid in cash as specified.
- Transaction codes: F = tax withholding (shares surrendered to cover taxes), D = disposition to issuer (shares canceled/converted under the merger).
Insider Transaction Report
Form 4Exit
Sims Gary L
SVP & Chief Credit Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−4,547$224,213→ 23,780.991 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−23,780.991→ 0 total - Disposition to Issuer
Common Stock
[F2][F3][F6]2026-02-13−1,821.506→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Amount reported includes 2.894 dividend equivalents on restricted stock units and 10,458.175 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 9.522 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 Gary L. Sims under Power of Attorney dated April 21, 2023|2026-02-17