MidWestOne (NASDAQ: MOFG) CFO granted 2,663 RSUs tied to merger deal

Rhea-AI Filing Summary

MidWestOne Financial Group Senior EVP, CFO and Treasurer Barry S. Ray reported an equity award of 2,663 shares of common stock on January 15, 2026. These are restricted stock units granted at a price of $0 per share, which will vest on January 15, 2027 or on the legal close date of the previously announced merger with Nicolet Bankshares, Inc., whichever occurs first.

After this grant, Ray beneficially owned 25,925.443 shares of MidWestOne common stock directly, including dividend equivalents credited to unvested time-based RSUs, and 1,866.121 shares indirectly through his MidWestOne 401(k) Plan account as of December 31, 2025. The 401(k) balance reflects allocations to his account and the prior merger of the company’s Employee Stock Ownership Plan into the 401(k) Plan.

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

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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^*

Ray Barry S

(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)
	Senior EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A(1)		2,663	A	$0	25,925.443(2)	D
Common Stock								1,866.121(3)	I	By 401(k)(4)

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. Represents restricted stock units acquired pursuant to a grant of time-based restricted stock units which vest on January 15, 2027, or on the legal close date of the merger announced October 23, 2025, of MidWestOne Financial Group, Inc. with and into Nicolet Bankshares, Inc., with Nicolet Bankshares, Inc. as the surviving corporation, whichever comes first.

2. Includes 26.617 Dividend Equivalents credited to unvested time-based RSUs in lieu of a cash dividend payment since the reporting person's last required Form filing. Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne Financial Group, Inc. common stock.

3. Shares held in the reporting person's account from within the MidWestOne Financial Group, Inc.. 401(k) Plan, as of December 31, 2025. Reported shares have increased by 286.701 shares since the date of the reporting person's previous Form filing due to allocations to his account.

4. The MidWestOne Financial Group, Inc. Employee Stock Ownership Plan (formerly the "ESOP") was merged into the MidWestOne Financial Group, Inc. 401(k) Plan (the "401(k)") on May 7, 2025. Shares from the reporting person's ESOP account were merged into the reporting person's account in the 401(k).

Remarks:

	Kenneth R. Urmie, Deputy Corporate Secretary, for Barry S. Ray under Power of Attorney dated April 21, 2023	01/16/2026
	** 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).
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FAQ

What insider transaction did MOFG report for Barry S. Ray?

Barry S. Ray, Senior EVP, CFO and Treasurer of MidWestOne Financial Group, reported receiving 2,663 restricted stock units of common stock on January 15, 2026. The award was reported at a price of $0 per share.

How do the new RSUs granted to MOFG’s CFO vest?

The 2,663 restricted stock units vest on January 15, 2027, or on the legal close date of the merger of MidWestOne Financial Group, Inc. with and into Nicolet Bankshares, Inc., whichever comes first.

How many MOFG shares does the CFO own after this Form 4 transaction?

Following the reported grant, Barry S. Ray beneficially owned 25,925.443 shares directly and 1,866.121 shares indirectly through his MidWestOne 401(k) Plan account as of December 31, 2025.

What are the dividend equivalents mentioned in the MOFG Form 4 filing?

The filing notes that the direct holdings include 26.617 dividend equivalents credited to unvested time-based RSUs in lieu of cash dividends, with each whole dividend equivalent economically equal to one share of MidWestOne common stock.

How are MOFG shares held in the 401(k) Plan for the CFO?

The Form 4 states that 1,866.121 shares are held in the reporting person’s account within the MidWestOne Financial Group, Inc. 401(k) Plan as of December 31, 2025, reflecting increases from allocations and a prior merger of the ESOP into the 401(k) Plan.

What merger is referenced in the MOFG insider grant footnotes?

The RSU vesting is tied to the merger announced October 23, 2025, under which MidWestOne Financial Group, Inc. will merge with and into Nicolet Bankshares, Inc., with Nicolet Bankshares, Inc. as the surviving corporation.