Hayek Matthew J 4

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.