Form 4: Hauschildt Jennifer Leigh reports disposition transactions in MOFG

Rhea-AI Filing Summary

Hauschildt Jennifer Leigh reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 11,330 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hauschildt Jennifer Leigh

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	11,329.672	$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. Shares increased by 129.156 shares due to additional shares acquired through dividends reinvested since the reporting person's last Form filing.

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^*

Hauschildt Jennifer Leigh

(Last) (First) (Middle)

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)		11,329.672(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. Shares increased by 129.156 shares due to additional shares acquired through dividends reinvested since the reporting person's last Form filing.

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for Jennifer L. Hauschildt 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.

FAQ

What insider transaction did MOFG director Jennifer Hauschildt report on this Form 4?

Director Jennifer Leigh Hauschildt reported a non-cash disposition of 11,329.672 shares of MidWestOne Financial Group common stock. The shares were canceled at the merger’s effective time and converted into the right to receive Nicolet Bankshares common stock under the merger agreement.

Why did Jennifer Hauschildt’s MOFG shares go to zero in this Form 4 filing?

Her MidWestOne Financial Group holdings went to zero because the company merged into Nicolet Bankshares. At the effective time, each MOFG share was canceled and converted into the right to receive Nicolet common stock, leaving no remaining MOFG shares beneficially owned.

What was the exchange ratio for 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 determined how many Nicolet shares holders became entitled to for each MOFG share at closing.

Was Jennifer Hauschildt’s Form 4 transaction a market sale of MOFG stock?

No. The Form 4 reports a disposition to the issuer at a price of $0.00 per share, reflecting shares canceled in the merger. The shares were converted into a right to receive Nicolet Bankshares stock, rather than being sold on the open market for cash.

How did dividend reinvestment affect Jennifer Hauschildt’s MOFG share count before the merger?

Her holdings increased by 129.156 shares due to dividends being reinvested since her previous Form 4 filing. These additional shares were included in the 11,329.672 MidWestOne shares that were ultimately canceled and converted into Nicolet Bankshares stock at the merger’s effective time.

What happened to MOFG restricted stock unit (RSU) awards in the merger with Nicolet?

At the effective time, each outstanding MidWestOne RSU award fully vested, was canceled, and converted into the right to receive Nicolet Bankshares common stock. The number of Nicolet shares was calculated by multiplying the MOFG RSU share count by the 0.3175 exchange ratio, less any withholding taxes.