Form 4: Ray Barry S reports disposition transactions in MOFG

Rhea-AI Filing Summary

Ray Barry S reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 44,927 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 34,251 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ray Barry S

Role Senior EVP, CFO and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,800	$49.31	$434K
Disposition	Common Stock	34,250.856	$0.00	--
Disposition	Common Stock	1,875.931	$0.00	--

Holdings After Transaction: Common Stock — 34,250.856 shares (Direct); Common Stock — 0 shares (Indirect, By 401(k))

Footnotes (1)

1. Amount reported includes 4.531 dividend equivalents on restricted stock units and 17,120.882 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 9.81 shares since the date of the reporting person's previous Form filing due to an allocation to his 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^*

Ray Barry S

(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)
	Senior EVP, CFO and Treasurer

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		8,800	D	$49.31	34,250.856(1)	D
Common Stock	02/13/2026		D(2)(3)(4)(5)		34,250.856	D	(2)(3)(4)(5)	0	D
Common Stock	02/13/2026		D(2)(3)		1,875.931(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 4.531 dividend equivalents on restricted stock units and 17,120.882 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 9.81 shares since the date of the reporting person's previous Form filing due to an allocation to his account.

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for Barry S. Ray under Power of Attorney dated April 21, 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.

FAQ

What insider transaction did MidWestOne (MOFG) CFO Barry Ray report?

Barry S. Ray reported tax-related and merger-driven share dispositions. On February 13, 2026, 8,800 shares were withheld at $49.31 for taxes, and all remaining directly and indirectly held MidWestOne shares were disposed of to the issuer at the merger effective time.

How many MidWestOne (MOFG) shares did the CFO dispose of in total?

The filing shows all reported MidWestOne shares were disposed. After 8,800 shares were withheld for taxes, 34,250.856 directly held shares and 1,875.931 indirectly held 401(k) shares were disposed of, leaving the officer with zero MidWestOne shares.

What were MidWestOne (MOFG) shareholders entitled to receive in the Nicolet merger?

Each MidWestOne share was converted into Nicolet Bankshares stock. At the effective time, every outstanding MidWestOne common share was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares, as specified in the merger agreement.

How were MidWestOne (MOFG) RSU awards treated in the merger?

All MidWestOne RSU awards fully vested and converted at closing. At the effective time, each outstanding RSU was vested, canceled, and converted into Nicolet Bankshares shares based on the number of underlying MidWestOne shares multiplied by the stated exchange ratio, net of applicable withholding taxes.

What happened to MidWestOne (MOFG) PSU awards in the Nicolet merger?

MidWestOne PSU awards vested, converted to Nicolet shares, plus cash. Each PSU converted into Nicolet stock based on the higher of target or actual performance, multiplied by the exchange ratio, and included a cash payment for any accrued but unpaid dividend equivalents.

How were the CFO’s MidWestOne (MOFG) 401(k) shares affected?

All indirectly held 401(k) shares were disposed in the merger. The filing reports 1,875.931 MidWestOne shares held in the 401(k) plan, which were disposed of at the effective time, reducing his indirect MidWestOne ownership to zero.