Form 4: Hayek Matthew J reports disposition transactions in MOFG

Rhea-AI Filing Summary

Hayek Matthew J reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 12,800 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hayek Matthew J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	12,800.045	$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 294.413 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^*

Hayek Matthew 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)		12,800.045(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 294.413 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 Matthew J. Hayek 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 MidWestOne (MOFG) director Matthew J. Hayek report?

Matthew J. Hayek reported disposing of 12,800.045 MOFG shares. The shares were canceled on February 13, 2026, when MidWestOne merged into Nicolet Bankshares, and were converted into the right to receive Nicolet common stock under the agreed exchange terms.

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

Each MOFG share was converted into Nicolet stock. At the merger’s effective time, every outstanding MOFG common share was canceled and became the right to receive 0.3175 of a share of Nicolet Bankshares common stock as merger consideration.

What happened to Matthew J. Hayek’s MidWestOne (MOFG) share balance after the merger?

Hayek’s MOFG share balance became zero after the merger. Following the cancellation and conversion of 12,800.045 MOFG shares into the right to receive Nicolet stock, the Form 4 reports that he beneficially owned no MOFG common shares.

Did dividends affect Matthew J. Hayek’s MidWestOne (MOFG) holdings before this Form 4?

Yes, dividend reinvestment increased his MOFG holdings. The filing states his shares had risen by 294.413 shares because additional shares were acquired through dividends being reinvested since his prior Form filing, before the merger-related cancellation.

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

Outstanding MOFG RSU awards were vested, canceled, and converted. At the effective time, each RSU became the right to receive a number of Nicolet shares equal to the RSU’s underlying MOFG shares multiplied by the exchange ratio, less applicable withholding taxes.

What is the exchange ratio for MidWestOne (MOFG) shareholders in the Nicolet merger?

The exchange ratio was 0.3175 Nicolet shares per MOFG share. Each outstanding share of MidWestOne common stock was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock as the agreed merger consideration.