Godwin Janet E 4

What Happened

• Janet E. Godwin, a director of MidWestOne Financial Group, reported a disposition of 10,599 shares of MOFG common stock on Feb 13, 2026. This was not an open-market sale but a corporate-action disposition: at the Effective Time of the merger with Nicolet Bankshares, each MOFG share was canceled and converted into the right to receive 0.3175 shares of NIC common stock. No cash trade price is shown on the Form 4 (price: N/A). Based on the exchange ratio, 10,599 MOFG shares convert to roughly 3,365.18 NIC shares before any rounding or withholding.

Key Details

• Transaction date: 2026-02-13 (Effective Time of merger). Form 4 filed 2026-02-17 (timely).
• Transaction type/code: Disposition to issuer (D) due to merger; price: N/A (conversion, not sale).
• Shares disposed: 10,599 MOFG shares; conversion ratio: 0.3175 NIC per MOFG share (≈3,365.18 NIC shares before settlement/rounding).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1–F3 explain the merger mechanics: MOFG merged into Nicolet (F1); each MOFG share converted to 0.3175 NIC shares (F2); outstanding MOFG RSU awards were vested/cancelled and converted into NIC shares subject to withholding (F3).
• Filing timeliness: Filed within the required window (not late).

Context

• This transaction reflects a merger conversion rather than insider selling for cash, so it should be viewed as a corporate restructuring event rather than a personal liquidity decision. RSUs were also converted/vested under the merger terms; any fractional-share settlement or tax withholding would be handled per the merger agreement.