Form 4: Kaeding Nathaniel J reports disposition transactions in MOFG

Rhea-AI Filing Summary

Kaeding Nathaniel J reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 9,647 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kaeding Nathaniel J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	9,239.41	$0.00	--
Disposition	Common Stock	408	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By IRA)

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 211.703 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

OMB Number:			3235-0287
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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^*

Kaeding Nathaniel J

(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
	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)		9,239.41(4)	D	(1)(2)(3)	0	D
Common Stock	02/13/2026		D(1)(2)		408	D	(1)(2)	0	I	By IRA

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 211.703 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 Nathaniel J. Kaeding 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 Nathaniel J. Kaeding report for MOFG?

Nathaniel J. Kaeding reported disposing of all his MidWestOne common stock. He disposed of 9,239.41 shares held directly and 408 shares held indirectly through an IRA on February 13, 2026, leaving no MidWestOne shares reported afterward.

Why did Nathaniel J. Kaeding dispose of MidWestOne (MOFG) shares?

The disposition occurred due to MidWestOne’s merger into Nicolet Bankshares. At the merger’s effective time, each MidWestOne share was canceled and converted into the right to receive 0.3175 of a Nicolet Bankshares common share under the merger agreement.

How were MidWestOne (MOFG) shares converted in the Nicolet Bankshares merger?

Each outstanding MidWestOne common share was canceled and converted into the right to receive 0.3175 of a Nicolet Bankshares common share. This fixed exchange ratio defined the merger consideration for all MidWestOne shareholders at the effective time.

What happened to MidWestOne (MOFG) RSU awards in the merger with Nicolet?

Each outstanding MidWestOne RSU award fully vested at the merger’s effective time. Those awards were canceled and converted into Nicolet Bankshares common shares based on the number of underlying MidWestOne shares multiplied by the 0.3175 exchange ratio, less applicable withholding taxes.

How did dividend reinvestment affect Nathaniel J. Kaeding’s MOFG holdings?

Kaeding’s MidWestOne share count increased by 211.703 shares prior to the merger. This increase resulted from additional shares acquired through dividend reinvestment since his last Form 4 filing, as noted in the explanatory footnotes.

Is Nathaniel J. Kaeding a director or officer of MidWestOne Financial Group?

Nathaniel J. Kaeding is listed as a director of MidWestOne Financial Group. The filing indicates he is not an officer and not a 10% owner, and the Form 4 is filed for one reporting person only.