Moore Susan M 4

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.