Form 4: Sims Gary L reports disposition transactions in MOFG

Rhea-AI Filing Summary

Sims Gary L reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 30,149 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 23,781 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sims Gary L

Role SVP & Chief Credit Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,547	$49.31	$224K
Disposition	Common Stock	23,780.991	$0.00	--
Disposition	Common Stock	1,821.506	$0.00	--

Holdings After Transaction: Common Stock — 23,780.991 shares (Direct); Common Stock — 0 shares (Indirect, By 401(k))

Footnotes (1)

1. Amount reported includes 2.894 dividend equivalents on restricted stock units and 10,458.175 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 9.522 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^*

Sims Gary L

(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)
	SVP & Chief Credit 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		4,547	D	$49.31	23,780.991(1)	D
Common Stock	02/13/2026		D(2)(3)(4)(5)		23,780.991	D	(2)(3)(4)(5)	0	D
Common Stock	02/13/2026		D(2)(3)		1,821.506(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 2.894 dividend equivalents on restricted stock units and 10,458.175 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 9.522 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 Gary L. Sims 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 SVP Gary L. Sims report on this Form 4?

Gary L. Sims reported a tax-withholding disposition of 4,547 shares of MidWestOne Financial Group common stock at $49.31 per share, plus dispositions of 23,780.991 directly held shares and 1,821.506 shares held through a 401(k) plan, all dated February 13, 2026.

How is the MidWestOne Financial Group (MOFG) merger reflected in this Form 4?

The filing shows MOFG’s merger into Nicolet Bankshares took effect on February 13, 2026. Each outstanding MOFG share was canceled and converted into the right to receive 0.3175 of a Nicolet Bankshares share, affecting Sims’s directly held and 401(k) shares.

What does the 0.3175 exchange ratio mean for MOFG shareholders like Gary L. Sims?

The exchange ratio means each share of MOFG common stock held at the effective time was converted into the right to receive 0.3175 share of Nicolet Bankshares common stock. This applied to Sims’s MOFG holdings, replacing his MOFG equity position with NIC shares under the merger terms.

How were MOFG restricted stock units (RSUs) treated for Gary L. Sims in the merger?

Outstanding MOFG RSU awards held by Sims were fully vested, canceled, and converted into Nicolet Bankshares shares. The number of NIC shares equaled MOFG RSUs outstanding immediately before the effective time multiplied by the 0.3175 exchange ratio, less any required tax withholding.

What happened to MOFG performance stock units (PSUs) for Sims in this transaction?

Each MOFG PSU award was fully vested, canceled, and converted into Nicolet Bankshares shares based on the higher of target or actual performance through the effective time, multiplied by the 0.3175 exchange ratio, plus a cash payment for accrued but unpaid dividend equivalents on those PSU awards.

How were MOFG shares in Gary L. Sims’s 401(k) plan reported?

The filing notes 1,821.506 MOFG shares were held indirectly through the MidWestOne Financial Group 401(k) plan as of February 13, 2026. These shares were disposed of to the issuer in connection with the merger, and prior increases reflected routine plan allocations.