Sims Gary L 4

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).