Hayek Matthew J 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) Director Matthew J. Hayek Disposes 12,800 Shares in Merger
What Happened
- Matthew J. Hayek, a director of MidWestOne Financial Group, reported a disposition of 12,800.045 shares of MOFG on Feb 13, 2026. The filing lists the transaction as a disposition to the issuer (code D) and shows no cash price (N/A) because the shares were canceled and converted under the merger with Nicolet Bankshares.
- Under the merger terms, each MOFG share converted into 0.3175 shares of NIC common stock. Hayek’s 12,800.045 MOFG shares thus converted into approximately 4,064.01 NIC shares (12,800.045 × 0.3175), before any applicable tax withholding. No dollar value per share was reported on the Form 4.
Key Details
- Transaction date: February 13, 2026 (Effective Time of the merger)
- Transaction type: Disposition to issuer (D); price: N/A (conversion in merger)
- Exchange ratio: 0.3175 NIC shares per MOFG share
- Approximate NIC shares received: ~4,064.01 (before withholding)
- Shares owned after transaction: MOFG shares were canceled; Hayek now holds converted NIC shares as noted above (less any withholding)
- Notable footnotes:
- F1–F3: MOFG merged into Nicolet; outstanding MOFG common stock and RSU awards were canceled and converted into NIC common stock (RSUs vested and converted at the same exchange ratio, net of taxes).
- F4: The reported MOFG share total included an increase of 294.413 shares from dividend reinvestment since Hayek’s last Form filing.
- Filing timeliness: Form 4 was filed on Feb 17, 2026 for a Feb 13, 2026 effective date. Because Feb 16, 2026 was a federal holiday (Presidents’ Day), the filing on Feb 17 appears to be timely under the two-business-day rule.
Context
- This was not an open-market sale but a merger-related conversion/cancellation of MOFG stock into NIC stock. Such transactions are administrative results of corporate deals and do not necessarily indicate an insider’s view of the combined company’s prospects.
- RSU awards were fully vested and converted at the same exchange ratio per the merger agreement; any converted shares may have been subject to withholding for taxes.
Insider Transaction Report
Form 4Exit
Hayek Matthew J
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-02-13−12,800.045→ 0 total
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 294.413 shares due to additional shares acquired through dividends reinvested since the reporting person's last Form filing.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Matthew J. Hayek under Power of Attorney dated April 27, 2023|2026-02-17