MOFG Form 4 reports disposition transactions

Q: What insider transactions did MOFG Chief Accounting Officer John J. Ruppel report?

He reported several dispositions of MOFG common stock tied to the merger with Nicolet Bankshares. These included a tax-withholding disposition of 637 shares and the cancellation and conversion of his remaining direct and 401(k) holdings into Nicolet Bankshares stock.

Q: How many MOFG shares were used for tax withholding and at what price?

The filing shows a tax-withholding disposition of 637 MOFG shares at $49.31 per share. This transaction covered tax obligations related to equity compensation and left 2,916.659 MOFG shares directly owned immediately following that specific tax-withholding event.

Q: What happened to John J. Ruppel’s remaining directly held MOFG shares?

His remaining 2,916.659 directly held MOFG shares were disposed of to the issuer at the merger’s effective time. Each MOFG share was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock under the merger terms.

Q: How were MOFG shares in the 401(k) plan treated in the merger?

The filing reports a disposition of 804.94 MOFG shares held indirectly through the MidWestOne Financial Group 401(k) plan. These shares were also canceled and converted into the right to receive Nicolet Bankshares common stock based on the 0.3175-for-1 exchange ratio.

Q: What is the MOFG to Nicolet Bankshares stock exchange ratio from the merger?

Each outstanding share of MOFG common stock was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock. This fixed exchange ratio applied to all outstanding MOFG shares at the merger’s effective time.

Q: How were MOFG restricted stock unit (RSU) awards handled at the merger?

Each outstanding MOFG RSU award was fully vested, canceled and converted into the right to receive Nicolet Bankshares shares. The number of Nicolet shares equaled MOFG shares underlying the RSU multiplied by the 0.3175 exchange ratio, less applicable withholding taxes.

Q: Did MOFG 401(k) plan holdings change before this Form 4 filing?

Yes. The filing notes that reported 401(k) plan shares increased by 4.191 shares since the prior Form filing. This increase resulted from allocations to John J. Ruppel’s account within the MidWestOne Financial Group, Inc. 401(k) Plan before the merger conversion.

Ruppel John J reported disposition transactions in a Form 4 filing for MOFG.

Accepted by SEC EDGAR 02/17/2026 - 10:45 AM EST

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Form Type

Rhea-AI Filing Summary

Ruppel John J reported disposition transactions in a Form 4 filing for MOFG. The filing lists transactions totaling 4,359 shares at a weighted average price of $49.31 per share. Following the reported transactions, holdings were 2,917 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ruppel John J

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	637	$49.31	$31K
Disposition	Common Stock	2,916.659	$0.00	$0.00
Disposition	Common Stock	804.94	$0.00	$0.00

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

Holdings Before and After: Common Stock, 3,553.659 to 0 shares (Direct); Common Stock, 804.94 to 0 shares (Indirect, By 401(k))

Footnotes (5)

F1. Amount reported includes 1.258 shares from dividend equivalents on restricted stock units since the reporting person's previous Form filing.
F2. 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.
F3. 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).
F4. 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.
F5. 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 4.191 shares since the date of the reporting person's previous Form filing due to allocations to his account.

FAQ

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What insider transactions did MOFG Chief Accounting Officer John J. Ruppel report?

He reported several dispositions of MOFG common stock tied to the merger with Nicolet Bankshares. These included a tax-withholding disposition of 637 shares and the cancellation and conversion of his remaining direct and 401(k) holdings into Nicolet Bankshares stock.

How many MOFG shares were used for tax withholding and at what price?

The filing shows a tax-withholding disposition of 637 MOFG shares at $49.31 per share. This transaction covered tax obligations related to equity compensation and left 2,916.659 MOFG shares directly owned immediately following that specific tax-withholding event.

What happened to John J. Ruppel’s remaining directly held MOFG shares?

His remaining 2,916.659 directly held MOFG shares were disposed of to the issuer at the merger’s effective time. Each MOFG share was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock under the merger terms.

How were MOFG shares in the 401(k) plan treated in the merger?

The filing reports a disposition of 804.94 MOFG shares held indirectly through the MidWestOne Financial Group 401(k) plan. These shares were also canceled and converted into the right to receive Nicolet Bankshares common stock based on the 0.3175-for-1 exchange ratio.

What is the MOFG to Nicolet Bankshares stock exchange ratio from the merger?

Each outstanding share of MOFG common stock was canceled and converted into the right to receive 0.3175 of a share of Nicolet Bankshares common stock. This fixed exchange ratio applied to all outstanding MOFG shares at the merger’s effective time.

How were MOFG restricted stock unit (RSU) awards handled at the merger?

Each outstanding MOFG RSU award was fully vested, canceled and converted into the right to receive Nicolet Bankshares shares. The number of Nicolet shares equaled MOFG shares underlying the RSU multiplied by the 0.3175 exchange ratio, less applicable withholding taxes.

Did MOFG 401(k) plan holdings change before this Form 4 filing?

Yes. The filing notes that reported 401(k) plan shares increased by 4.191 shares since the prior Form filing. This increase resulted from allocations to John J. Ruppel’s account within the MidWestOne Financial Group, Inc. 401(k) Plan before the merger conversion.

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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^*

Ruppel John 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting 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)
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		F		637	D	$49.31	2,916.659⁽¹⁾	D
Common Stock	02/13/2026		D⁽²⁾⁽³⁾⁽⁴⁾		2,916.659	D	⁽²⁾⁽³⁾⁽⁴⁾	0	D
Common Stock	02/13/2026		D⁽²⁾⁽³⁾		804.94⁽⁵⁾	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)
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. Amount reported includes 1.258 shares from dividend equivalents on restricted 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. 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 4.191 shares since the date of the reporting person's previous Form filing due to allocations to his account.

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for John J. Ruppel under Power of Attorney dated April 20, 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.

Source: View Original Filing on SEC EDGAR