What explains the 2,399-share component mentioned in the MOFG Form 4 footnote?

A footnote states the reported amount includes 2,399 shares from vested performance stock units since the reporting person’s previous Form filing. This clarifies that part of the beneficially owned MOFG common stock originated from PSUs that had vested before the reported merger-related transactions.

Form 4: Ho-Sing-Loy Paul A reports disposition transactions in MOFG

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ho-Sing-Loy Paul A reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 8,922 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 6,984 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ho-Sing-Loy Paul A

Role VP, Chief Information Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,938	$49.31	$96K
Disposition	Common Stock	6,984	$0.00	--

Holdings After Transaction: Common Stock — 6,984 shares (Direct)

Footnotes (1)

Amount reported includes 2,399 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.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 10:51 AM

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

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^*

Ho-Sing-Loy Paul A

(Last)

(First)

(Middle)

102 S CLINTON STREET

P.O. BOX 1700

(Street)

IOWA CITY

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)
	VP, Chief Information 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		F		1,938	D	$49.31	6,984⁽¹⁾	D
Common Stock	02/13/2026		D⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾		6,984	D	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Amount reported includes 2,399 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.

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for Paul A. Ho-Sing-Loy under Power of Attorney dated March 2, 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.
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 VP Paul A. Ho-Sing-Loy report?

Paul A. Ho-Sing-Loy reported two dispositions of MidWestOne Financial Group common stock on February 13, 2026. One was a tax-withholding disposition of 1,938 shares and the other a 6,984-share disposition to the issuer in connection with the merger into Nicolet Bankshares.

How many MOFG shares were disposed of for tax withholding on 02/13/2026?

The filing shows a tax-withholding disposition of 1,938 shares of MOFG common stock at a price of $49.31 per share. This transaction is coded “F,” indicating payment of a tax liability by delivering securities rather than an open-market sale.

Did Paul A. Ho-Sing-Loy retain any MOFG shares after these Form 4 transactions?

No, the Form 4 states that following the disposition of 6,984 shares to the issuer, Paul A. Ho-Sing-Loy directly owned zero shares of MOFG common stock. This reflects the completion of MOFG’s merger into Nicolet Bankshares and the related share cancellation.

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

Each outstanding share of MOFG common stock was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock. This exchange ratio is described as the merger consideration effective February 13, 2026, the merger’s effective time.

What happened to MOFG RSU awards held by the reporting person in the merger?

Each outstanding MOFG RSU award was fully vested, canceled, and converted into Nicolet Bankshares shares. The number of Nicolet shares equals MOFG shares subject to the RSU immediately before closing multiplied by the exchange ratio, reduced for applicable withholding taxes, according to the merger agreement terms.

How were MOFG PSU awards converted in the Nicolet Bankshares merger?

Each MOFG PSU award was fully vested, canceled, and converted into Nicolet Bankshares shares plus cash for dividend equivalents. The number of Nicolet shares is based on the higher of target or actual performance through closing, multiplied by the 0.3175 exchange ratio, under the merger agreement.