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Form 4: Funk Charles N reports disposition transactions in MOFG

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Funk Charles N reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 137,217 shares.

Positive

  • None.

Negative

  • None.

Insights

Director’s entire MidWestOne stake was converted to Nicolet shares through a merger-related disposition.

This filing shows Charles N. Funk, a director of MidWestOne Financial Group, disposing of 137,217.153 MOFG common shares at no stated price on February 13, 2026. The disposition stems from MOFG’s merger into Nicolet Bankshares, not from an open-market sale.

Under the merger terms, each MOFG share was canceled and converted into the right to receive 0.3175 of a Nicolet common share. Following this conversion, Funk reported zero MOFG shares held directly. Future company filings from Nicolet may detail his resulting ownership position there, which will frame his ongoing alignment with the combined bank.

Insider Funk Charles N
Role Director
Type Security Shares Price Value
Disposition Common Stock 137,217.153 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct)
Footnotes (1)
  1. 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. The reporting person moved 7,742.153 shares that were previously held in the reporting person's account from within the MidWestOne Financial Group, Inc. 401(k) Plan to his shares held in a joint taxable account at a broker. These moved shares had been increased to that number by 148.836 shares since the date of the reporting person's previous Form filing due to dividend reinvestment while in the 401(k) 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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Funk Charles N
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 D(1)(2)(3) 137,217.153(4) D (1)(2)(3) 0 D
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. 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.
2. 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).
3. 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.
4. The reporting person moved 7,742.153 shares that were previously held in the reporting person's account from within the MidWestOne Financial Group, Inc. 401(k) Plan to his shares held in a joint taxable account at a broker. These moved shares had been increased to that number by 148.836 shares since the date of the reporting person's previous Form filing due to dividend reinvestment while in the 401(k) account.
Remarks:
Kenneth R. Urmie, Deputy Corporate Secretary, for Charles N. Funk under Power of Attorney dated April 27, 2023 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MOFG director Charles N. Funk report?

Charles N. Funk reported disposing of 137,217.153 shares of MidWestOne Financial Group common stock. The disposition occurred on February 13, 2026 and was linked to MidWestOne’s merger into Nicolet Bankshares, where MOFG shares were canceled and converted into Nicolet stock.

Why were Charles N. Funk’s MOFG shares disposed of in this Form 4 filing?

The shares were disposed of because MidWestOne Financial Group merged into Nicolet Bankshares. At the merger’s effective time, each MOFG share was canceled and converted into the right to receive 0.3175 of a Nicolet common share under the merger agreement’s terms.

How many MOFG shares did Charles N. Funk hold after the merger transaction?

After the merger-related disposition, Charles N. Funk reported owning zero shares of MidWestOne Financial Group common stock directly. This reflects the cancellation of his MOFG holdings when the merger closed and the conversion of those shares into the right to receive Nicolet stock.

What exchange ratio applied to MOFG shares in the Nicolet Bankshares merger?

Each outstanding share of MidWestOne Financial Group common stock was converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock. This fixed exchange ratio defined the merger consideration for all MOFG shares at the effective time of the transaction.

Does this Form 4 indicate an open-market sale by the MOFG director?

No, the Form 4 describes a disposition to the issuer in connection with a merger. The MOFG shares were canceled and converted into rights to receive Nicolet Bankshares stock, rather than being sold on the open market for cash at a stated price.

What role did Charles N. Funk have at MidWestOne Financial Group?

Charles N. Funk was a director of MidWestOne Financial Group. His Form 4 filing reflects how his director-level equity stake in MOFG was treated in the merger with Nicolet Bankshares, including the cancellation and conversion of his MOFG shares into Nicolet stock rights.