Ho-Sing-Loy Paul A 4

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.