Devaisher Len D 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne President Len Devaisher Surrenders 55,195 Shares in Merger
What Happened Len D. Devaisher, President and COO of MidWestOne Financial Group, surrendered a total of 55,194.906 MOFG shares on Feb 13, 2026. Of those, 9,284 MOFG shares were disposed to cover tax withholding related to vested awards (reported at $49.31/share; value $457,794). The remaining 45,910.906 MOFG shares were surrendered to the issuer as part of the merger with Nicolet Bankshares and converted into the right to receive NIC common stock per the merger terms (exchange ratio 0.3175).
Key Details
- Transaction date (Effective Time): February 13, 2026. Form 4 filed Feb 17, 2026 (appears timely).
- Tax-withheld shares: 9,284 MOFG shares @ $49.31 = $457,794 (code F: payment of exercise price/tax liability).
- Merger-related dispositions: 42,052.505, 3,000, and 858.401 MOFG shares (total 45,910.906) surrendered to issuer (code D); price listed as N/A because shares were converted under the merger.
- Approximate NIC shares received from conversion of the 45,910.906 MOFG shares: ~14,576.7 NIC shares (45,910.906 × 0.3175 exchange ratio).
- Footnotes: filing reflects the Feb 13, 2026 merger of MOFG into Nicolet (Merger Agreement dated Oct 23, 2025). Outstanding MOFG common stock and outstanding MOFG RSU/PSU awards were vested/cancelled and converted into NIC stock or cash per the agreement (see F2–F5). Filing also notes small dividend-equivalent and PSU vesting amounts included since last Form (F1) and a 401(k) account increase of 4.474 shares (F6).
- Shares owned after transaction: MOFG shares were canceled at the Effective Time; the filing shows conversion rights to NIC stock rather than continuing MOFG holdings.
Context These were not open-market sales. The dispositions arose from the company merger and associated tax withholding and vesting/conversion of equity awards — routine mechanics of a corporate acquisition. For retail investors, note this is a corporate-transaction-driven surrender/conversion of shares, not an executive selling shares on the open market for cash proceeds (except for the tax-withholding value realized via surrendered shares).
Insider Transaction Report
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−9,284$457,794→ 42,052.505 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−42,052.505→ 0 total - Disposition to Issuer
Common Stock
[F2][F3]2026-02-13−3,000→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
[F2][F3][F6]2026-02-13−858.401→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Amount reported includes 5.034 dividend equivalents on restricted stock units and 18,398.868 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.
- [F6]Shares held in the reporting person's account from within the MidWestOne Financial Group, Inc.. 401(k) Plan, as of February 13, 2026. Reported shares have increased by 4.474 shares since the date of the reporting person's previous Form filing due to an allocation to his account.