Form 4: Moore Susan M reports disposition transactions in MOFG

Rhea-AI Filing Summary

Moore Susan M reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 19,988 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 15,376 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Moore Susan M

Role SVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,259	$49.31	$161K
Disposition	Common Stock	15,376.206	$0.00	--
Disposition	Common Stock	1,352.998	$0.00	--

Holdings After Transaction: Common Stock — 15,376.206 shares (Direct); Common Stock — 0 shares (Indirect, By 401(k))

Footnotes (1)

1. 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. 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. 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). 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moore Susan M

(Last) (First) (Middle)

102 S CLINTON STREET, P.O. BOX 1700

(Street)

IOWA CITY IA 52244-1700

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MidWestOne Financial Group, Inc. [ MOFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		F		3,259	D	$49.31	15,376.206(1)	D
Common Stock	02/13/2026		D(2)(3)(4)(5)		15,376.206	D	(2)(3)(4)(5)	0	D
Common Stock	02/13/2026		D(2)(3)		1,352.998(6)	D	(2)(3)	0	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. 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.

3. 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).

4. 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.

5. 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.

6. 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.

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for Susan M. Moore under Power of Attorney dated March 3, 2025	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did MOFG SVP Susan M. Moore report on this Form 4?

Susan M. Moore reported several dispositions of MidWestOne Financial Group common stock on February 13, 2026. These included 3,259 shares used to cover tax withholding and additional direct and 401(k) shares disposed of to the issuer in connection with the company’s merger.

How many MOFG shares did Susan M. Moore dispose of for tax withholding?

She disposed of 3,259 shares of MidWestOne Financial Group common stock to satisfy tax withholding obligations at a price of $49.31 per share. This transaction is coded “F,” indicating payment of a tax liability by delivering previously held securities.

What happened to Susan M. Moore’s remaining directly held MOFG shares?

After the tax-withholding transaction, she held 15,376.206 MOFG shares directly, which were then disposed of to the issuer on February 13, 2026. This disposition occurred at the effective time of MidWestOne’s merger into Nicolet Bankshares under the merger agreement.

How were MOFG shares in Susan M. Moore’s 401(k) plan treated in the merger?

The Form 4 shows 1,352.998 MOFG shares held indirectly through the company 401(k) plan were also disposed of to the issuer on February 13, 2026. This aligned those plan holdings with the broader share treatment under the merger transaction.

What merger terms between MOFG and Nicolet Bankshares affected these insider holdings?

Under the merger agreement, each outstanding MOFG common share was canceled at the effective time and converted into the right to receive 0.3175 of a Nicolet Bankshares share. This exchange ratio applied across common shares and governed equity award conversions.

How were MOFG restricted and performance stock unit awards converted in the merger?

Each outstanding MOFG restricted stock unit and performance stock unit award fully vested, was canceled, and converted into Nicolet Bankshares shares using the 0.3175 exchange ratio. Performance awards used the higher of target performance or actual performance through the effective time, plus cash for dividend equivalents.