Ho-Sing-Loy Paul A 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) VP Paul Ho‑Sing‑Loy Disposes Shares in Merger
What Happened Paul A. Ho‑Sing‑Loy, VP and Chief Information Officer of MidWestOne Financial Group (MOFG), disposed of a total of 8,922 MOFG shares on Feb 13, 2026 in connection with MOFG’s merger into Nicolet Bankshares (NIC). Transactions included (a) 6,984 shares surrendered to the issuer as part of the merger conversion and (b) 1,938 shares surrendered to cover taxes/option exercise obligations at $49.31 per share, valued at $95,563. The filing notes 2,399 of the shares arose from vested performance stock units since the previous Form 4.
Key Details
- Transaction date: 2026-02-13 (Effective Time of the merger).
- Tax/withholding surrender: 1,938 shares at $49.31 = $95,563 (transaction code F).
- Disposition to issuer: 6,984 shares (transaction code D); price shown N/A due to merger conversion.
- Total MOFG shares surrendered: 8,922.
- Merger terms: each MOFG share converted into 0.3175 shares of NIC common stock (Exchange Ratio per merger agreement).
- RSUs/PSUs: All outstanding MOFG RSU and PSU awards fully vested and were converted per the merger terms (vesting and conversion mechanics described in footnotes).
- Shares owned after transaction: Not reported in the provided Form 4.
- Filing date: 2026-02-17 (for transactions on 2026-02-13); filing did not indicate a late‑filing flag in the provided data.
Context
- These dispositions are merger-related and largely mechanical: MOFG common shares were canceled at the Effective Time and converted into NIC shares (and certain PSUs/RSUs vested and converted), not a voluntary open‑market sale reflecting trading sentiment.
- The 1,938‑share transfer was used to satisfy tax withholding/option exercise obligations (a cashless/withholding action), which is common when awards vest or are converted.
- For retail investors: merger conversions and tax-withholding surrenders are standard post‑deal processing and should be interpreted differently from discretionary insider buys or open‑market sales.
Insider Transaction Report
Form 4Exit
Ho-Sing-Loy Paul A
VP, Chief Information Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−1,938$95,563→ 6,984 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−6,984→ 0 total
Footnotes (5)
- [F1]Amount reported includes 2,399 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.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Paul A. Ho-Sing-Loy under Power of Attorney dated March 2, 2025|2026-02-17