Form 4: Devaisher Len D reports disposition transactions in MOFG
Rhea-AI Filing Summary
Devaisher Len D reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 55,195 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 42,053 shares.
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Insights
Form 4 shows MOFG’s president and COO exchanging equity into Nicolet stock as the merger closes.
Len D. Devaisher reported a tax-withholding disposition of $49.31 per share on 9,284 MOFG shares and the disposition to the issuer of his remaining 42,052.505 directly held shares at the February 13, 2026 merger effective time. Indirect IRA and 401(k) positions were also disposed.
The footnotes state that each MOFG share was canceled and converted into 0.3175% of a Nicolet Bankshares share, and that MOFG RSU and PSU awards fully vested and converted into Nicolet stock (plus cash for certain dividend equivalents). These are mechanical consequences of a completed merger rather than discretionary open-market trades.
For investors, this mainly confirms the equity conversion mechanics for a senior executive as MOFG is absorbed into Nicolet. Actual economic value now depends on Nicolet’s share performance and the detailed exchange calculations described in the merger agreement, which may be further clarified in subsequent company filings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 9,284 | $49.31 | $458K |
| Disposition | Common Stock | 42,052.505 | $0.00 | -- |
| Disposition | Common Stock | 3,000 | $0.00 | -- |
| Disposition | Common Stock | 858.401 | $0.00 | -- |
Footnotes (1)
- Amount reported includes 5.034 dividend equivalents on restricted stock units and 18,398.868 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 4.474 shares since the date of the reporting person's previous Form filing due to an allocation to his account.
