Form 4: CHANEY CARL J reports disposition transactions in MOFG

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CHANEY CARL J reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 9,425 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHANEY CARL J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,419	$0.00	--
Disposition	Common Stock	7,005.777	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Held in Trust)

Footnotes (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. Since his last Form 4 filing, the reporting person moved 6,000 shares from his direct personal account in to his trust account. Shares increased by 5.777 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 →

02/17/2026 - 10:36 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^*

CHANEY CARL J

(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)

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)
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		D⁽¹⁾⁽²⁾⁽³⁾		2,419⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾	0	D
Common Stock	02/13/2026		D⁽¹⁾⁽²⁾		7,005.777⁽⁴⁾⁽⁵⁾	D	⁽¹⁾⁽²⁾	0	I	Held in Trust

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. 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. Since his last Form 4 filing, the reporting person moved 6,000 shares from his direct personal account in to his trust account.

5. Shares increased by 5.777 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 Carl J. Chaney under Power of Attorney dated February 22, 2024	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 MidWestOne (MOFG) director Carl J. Chaney report?

Carl J. Chaney reported dispositions of MidWestOne common stock in connection with its merger into Nicolet Bankshares. He reported 2,419 directly held shares and 7,005.777 trust-held shares as disposed to the issuer at zero price, reflecting cancellation and conversion under the merger terms.

How did the MidWestOne (MOFG) merger with Nicolet Bankshares affect MOFG shares?

At the merger’s effective time on February 13, 2026, each outstanding MidWestOne common share was canceled and converted into the right to receive 0.3175 of a Nicolet Bankshares common share. This exchange ratio determined what MOFG shareholders received when their original shares were extinguished.

How were MidWestOne (MOFG) RSU awards treated in the Nicolet merger?

Each outstanding MidWestOne RSU award fully vested, was canceled, and converted into Nicolet Bankshares shares. The number received equaled the MOFG shares underlying the RSU multiplied by the 0.3175 exchange ratio, reduced for any applicable withholding taxes required at the time of conversion.

Were Carl J. Chaney’s MidWestOne (MOFG) dispositions open-market stock sales?

No. The Form 4 identifies the transactions with code D as dispositions to the issuer, not open-market sales. The reported price per share is zero, indicating the shares were canceled and exchanged under the merger agreement rather than sold for cash in the market.

What does “Held in Trust” mean for Carl J. Chaney’s MidWestOne (MOFG) shares?

The filing notes that 7,005.777 MidWestOne shares were held indirectly in a trust. A footnote explains Chaney had previously moved 6,000 shares from his personal account into this trust, and additional fractional shares were added through dividend reinvestment before the merger conversion.

Why did Carl J. Chaney’s MidWestOne (MOFG) trust shares increase by 5.777?

The trust-held position increased by 5.777 shares due to dividends that were automatically reinvested into additional MidWestOne shares. This occurred between Chaney’s prior Form 4 filing and the current one, before those accumulated shares were canceled and converted in the Nicolet Bankshares merger.