MidWestOne (NASDAQ: MOFG) shareholders back merger with Nicolet Bankshares

Rhea-AI Filing Summary

MidWestOne Financial Group, Inc. held a Special Meeting of shareholders to vote on its proposed merger with Nicolet Bankshares, Inc.. Of 20,634,267 common shares outstanding as of the record date, 15,712,195 were represented in person or by proxy, a turnout of 76.14% of eligible shares.

Shareholders approved the merger agreement, with 15,086,997 shares voted for, 369,731 against, and 255,467 abstaining. They also approved, on a non-binding advisory basis, the merger-related compensation of named executive officers, with 11,006,254 shares for, 4,375,061 against, and 330,880 abstentions. A proposal to allow adjournment of the Special Meeting, if necessary to solicit additional proxies for the merger proposal, was also approved with 15,165,623 shares for, 230,095 against, and 316,477 abstentions.

Insights

Bank M&A and governance analyst

Shareholders strongly back the Nicolet merger and related items.

The voting results show broad shareholder support for MidWestOne Financial Group, Inc.'s planned merger with Nicolet Bankshares, Inc.. The merger agreement drew 15,086,997 shares in favor versus 369,731 against, with 255,467 abstentions, indicating a decisive outcome at the Special Meeting.

On executive compensation tied to the merger, support was more mixed but still favorable, with 11,006,254 shares for, 4,375,061 against, and 330,880 abstaining on a non-binding advisory basis. Shareholders also approved the ability to adjourn the meeting, if needed, with 15,165,623 shares for and 230,095 against, ensuring procedural flexibility around the merger proposal.

Overall, these votes satisfy key shareholder-approval conditions for the transaction described in the joint proxy statement and prospectus filed on December 17, 2025. Future steps for the merger will depend on remaining regulatory and contractual conditions described in that document.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 26, 2026

MidWestOne Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-35968

 

Iowa						42-1206172
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification Number)

102 South Clinton Street

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

(319) 356-5800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value

MOFG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07.     Submission of Matters to a Vote of Security Holders.

MidWestOne Financial Group, Inc. (“MidWestOne”) held a Special Meeting of its shareholders on Monday, January 26, 2026, related to MidWestOne's proposed merger with Nicolet Bankshares, Inc. (“Nicolet”). At the Special Meeting, MidWestOne's shareholders voted on and approved three proposals, as described below and in more detail in the joint proxy statement / prospectus filed by MidWestOne with the Securities and Exchange Commission on December 17, 2025. There were 20,634,267 shares of common stock outstanding as of the record date for the Special Meeting, of which 15,712,195 were present in person or by proxy at the meeting, representing 76.14% of the outstanding shares eligible to vote. The results of the shareholder vote on each of the three proposals were as follows:

A proposal to approve the Merger Agreement by and between MidWestOne and Nicolet (“The MidWestOne Merger Proposal”), which provides for the merger of MidWestOne with and into Nicolet, and the other transactions contemplated thereby.

			Number of Shares						Number of Shares
			Voted For						Voted Against						Abstentions						Broker Non-Votes
			15,086,997						369,731						255,467						—

A non-binding, advisory basis, proposal to approve the compensation of the Company's named executive officers that is based on or otherwise relates to the merger, pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder.

			Number of Shares						Number of Shares
			Voted For						Voted Against						Abstentions						Broker Non-Votes
			11,006,254						4,375,061						330,880						—

A proposal to approve the adjournment of the Special Meeting, if necessary, or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the MidWestOne Merger Proposal.

			Number of Shares						Number of Shares
			Voted For						Voted Against						Abstentions						Broker Non-Votes
			15,165,623						230,095						316,477						—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDWESTONE FINANCIAL GROUP, INC.

Dated:

January 26, 2026

By:

/s/ BARRY S. RAY

Barry S. Ray

Chief Financial Officer

FAQ

What did MidWestOne Financial Group (MOFG) shareholders vote on at the Special Meeting?

Shareholders of MidWestOne Financial Group, Inc. voted on three items: approval of the merger agreement with Nicolet Bankshares, Inc., a non-binding advisory vote on merger-related compensation for named executive officers, and approval of a proposal to adjourn the Special Meeting if necessary to solicit additional proxies for the merger proposal.

Did MidWestOne (MOFG) shareholders approve the merger with Nicolet Bankshares?

Yes. The proposal to approve the merger agreement between MidWestOne and Nicolet Bankshares, Inc. received 15,086,997 shares voted for, 369,731 shares voted against, and 255,467 abstentions, indicating strong shareholder approval.

How many MidWestOne (MOFG) shares were eligible and actually voted at the Special Meeting?

There were 20,634,267 shares of MidWestOne common stock outstanding as of the record date for the Special Meeting. Of these, 15,712,195 shares were present in person or by proxy, representing 76.14% of the outstanding shares eligible to vote.

What was the outcome of the advisory vote on merger-related executive compensation at MidWestOne?

The non-binding advisory proposal to approve compensation of MidWestOne's named executive officers related to the merger received 11,006,254 shares voted for, 4,375,061 shares voted against, and 330,880 abstentions.

Was the proposal to adjourn the MidWestOne Special Meeting, if necessary, approved?

Yes. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate to permit further solicitation of proxies for the merger proposal, received 15,165,623 shares voted for, 230,095 shares voted against, and 316,477 abstentions.

Why was MidWestOne (MOFG) holding a Special Meeting instead of addressing this at an annual meeting?

MidWestOne held a Special Meeting specifically related to its proposed merger with Nicolet Bankshares, Inc.. Shareholders were asked to vote on approving the merger agreement, on advisory merger-related executive compensation, and on a potential adjournment to solicit additional proxies, as described in the joint proxy statement and prospectus filed on December 17, 2025.