Ruppel John J 4

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.