Moore Susan M 4
4 · MidWestOne Financial Group, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
MidWestOne (MOFG) SVP Susan Moore Surrenders Shares in Merger
What Happened
- Susan M. Moore, Senior Vice President and Chief Risk Officer of MidWestOne Financial Group (MOFG), had equity awards vest and converted as part of MidWestOne’s merger into Nicolet Bankshares. On Feb. 13, 2026, about 19,988.204 MOFG shares were disposed: 3,259 shares were surrendered to cover taxes at $49.31/share (worth $160,701), and 16,729.204 shares were disposed to the issuer in connection with the merger conversion of RSUs/PSUs. These dispositions reflect the automatic vesting/cancellation and conversion mechanics under the merger agreement rather than an open-market sale.
Key Details
- Transaction date: February 13, 2026; Form filed Feb. 17, 2026.
- Tax withholding: 3,259 shares withheld at $49.31 each = $160,701 (code F: payment of tax liability).
- Other dispositions to issuer: 15,376.206 shares and 1,352.998 shares (no per-share price shown) related to award conversion/settlement under the merger.
- Merger terms: each MOFG share converted into the right to receive 0.3175 NIC common shares; all outstanding MOFG RSU and PSU awards fully vested and converted at the Effective Time.
- Filing notes: F1 reports inclusion of 2.266 dividend equivalents on RSUs and 7,283.441 from vested PSUs since prior filing. F6 notes 401(k) plan shares increased by 7.06 shares since prior filing.
- Shares owned after transaction: total post-transaction holdings not specified in the filing; 401(k) holdings increased by 7.06 shares.
Context
- This was not an open-market sale but transactions required by the merger and tax withholding: RSUs and PSUs vested and were converted into rights to Nicolet shares per the merger agreement, and shares were surrendered to cover withholding obligations (a routine, administrative step).
- The exchange ratio (0.3175 NIC shares per MOFG share) determined the merger consideration; no inference about insider sentiment should be drawn from merger-related conversions and tax withholdings.
Insider Transaction Report
Form 4Exit
Moore Susan M
SVP, Chief Risk Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-02-13$49.31/sh−3,259$160,701→ 15,376.206 total - Disposition to Issuer
Common Stock
[F2][F3][F4][F5]2026-02-13−15,376.206→ 0 total - Disposition to Issuer
Common Stock
[F2][F3][F6]2026-02-13−1,352.998→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]Amount reported includes 2.266 dividend equivalents on restricted stock units and 7,283.441 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 7.06 shares since the date of the reporting person's previous Form filing due to an allocation to her account.
Signature
Kenneth R. Urmie, Deputy Corporate Secretary, for Susan M. Moore under Power of Attorney dated March 3, 2025|2026-02-17