Form 4: REEVES CHARLES N reports disposition transactions in MOFG

Rhea-AI Filing Summary

REEVES CHARLES N reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 127,409 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 78,177 shares.

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^*

REEVES 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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		16,993	D	$49.31	78,176.55(1)	D
Common Stock	02/13/2026		D(2)(3)(4)(5)		78,176.55	D	(2)(3)(4)(5)	0	D
Common Stock	02/13/2026		D(2)(3)		32,000	D	(2)(3)	0	I	By IRA
Common Stock	02/13/2026		D(2)(3)		239.157(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 64.724 shares from dividend reinvestment, 8.181 dividend equivalents on restricted stock units and 30,121.536 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 1.237 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 Charles N. Reeves 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 transactions did MOFG CEO Charles N. Reeves report on this Form 4?

Charles N. Reeves reported a tax-withholding disposition of 16,993 shares of MidWestOne common stock at $49.31 per share, plus dispositions of 78,176.55 directly held shares, 32,000 IRA shares, and 239.157 401(k) shares, all tied to the merger with Nicolet Bankshares.

How were MOFG shares treated in the merger with Nicolet Bankshares (symbol MOFG)?

Each MidWestOne common share was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock. This exchange ratio also applied to shares underlying fully vested RSU and PSU awards, with PSU awards additionally receiving cash for unpaid dividend equivalents.

What does the tax-withholding disposition on Charles N. Reeves’ MOFG Form 4 mean?

The Form 4 shows a tax-withholding disposition of 16,993 MOFG shares at $49.31 per share. This reflects shares withheld to satisfy tax obligations related to equity awards, rather than an open-market sale, as described by transaction code F and its accompanying explanation.

What happened to Charles N. Reeves’ directly held MOFG shares in the merger?

Reeves’ 78,176.55 directly held MOFG shares were disposed of to the issuer at the merger’s effective time. Those canceled shares were converted into the right to receive Nicolet Bankshares stock using the 0.3175 exchange ratio specified in the merger agreement.

How were MOFG equity awards for Charles N. Reeves treated at the effective time?

Outstanding MOFG RSU awards were fully vested, canceled and converted into Nicolet Bankshares shares based on the exchange ratio. PSU awards were similarly vested and converted, with additional cash paid for any accrued but unpaid dividend equivalents tied to those performance units.

What indirect MOFG holdings did Charles N. Reeves report on this Form 4?

Reeves reported 32,000 MOFG shares held indirectly through an IRA and 239.157 shares held indirectly through a 401(k) account. Both positions were shown as disposed of at the merger’s effective time, consistent with the overall share cancellation and conversion structure.