Ruppel John J 4

4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

MidWestOne CAO John Ruppel Sells Shares

What Happened

John J. Ruppel, Chief Accounting Officer of MidWestOne Financial Group, disposed of a total of 4,358.599 shares of MOFG common stock on February 13, 2026 in connection with the company’s merger into Nicolet Bankshares. That total includes (a) 637 shares withheld to cover tax liabilities at $49.31 per share (proceeds/value reported as $31,410) and (b) two issuer dispositions of 2,916.659 and 804.94 shares (no per-share price reported). The RSU awards were fully vested and converted as part of the merger; some shares were canceled/converted and/or withheld for taxes.

Key Details

Transaction date: February 13, 2026 (Effective Time of the merger).
Report filed: February 17, 2026 (timely per SEC rules).
Reported dispositions:
- 637 shares withheld for tax liability (code F) at $49.31 — $31,410 reported.
- 2,916.659 shares disposed to issuer (code D) — price N/A (merger conversion).
- 804.94 shares disposed to issuer (code D) — price N/A (merger conversion).
Merger conversion: each MOFG share converted into 0.3175 of a share of Nicolet (NIC) common stock per the merger agreement (footnotes F2–F4).
Filing notes: Includes 1.258 shares from dividend equivalents on RSUs (F1); 401(k) account allocations increased by 4.191 shares since prior filing (F5).
Shares owned after the transactions: not specified in the Form 4 provided.

Context

These dispositions are merger-related (not open-market sales). At the merger Effective Time, outstanding MOFG shares and RSUs were converted/canceled and converted into NIC shares; some converted shares were withheld to satisfy tax obligations (coded F). Disposition-to-issuer (code D) reflects cancellation/conversion under the merger agreement rather than a typical sale to a third party.

Form 4Exit

Period: 2026-02-13

Chief Accounting Officer

Transactions

Tax Payment
Common Stock
[F1]
2026-02-13$49.31/sh−637$31,410→ 2,916.659 total
Disposition to Issuer
Common Stock
[F2][F3][F4]
2026-02-13−2,916.659→ 0 total
Disposition to Issuer
Common Stock
[F2][F3][F5]
2026-02-13−804.94→ 0 total(indirect: By 401(k))

Footnotes (5)

[F1]Amount reported includes 1.258 shares from dividend equivalents on restricted 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]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 4.191 shares since the date of the reporting person's previous Form filing due to allocations to his account.

Signature

Kenneth R. Urmie, Deputy Corporate Secretary, for John J. Ruppel under Power of Attorney dated April 20, 2023|2026-02-17

4 files