As filed with the Securities and Exchange Commission
on February 17, 2026
Registration No. 333-281845
Registration No. 333-207659
Registration No. 333-206473
Registration No. 333-162783
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to:
Form S-3 Registration Statement No. 333-281845
Form S-3 Registration Statement No. 333-207659
Form S-3 Registration Statement No. 333-206473
POST-EFFECTIVE AMENDMENT NO. 2 to:
Form S-3 Registration Statement No. 333-162783
UNDER
THE SECURITIES ACT OF 1933
MidWestOne Financial Group, Inc.
(Exact name of registrant as specified in its charter)
| Iowa |
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47-1206172 |
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(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification Number) |
111 North Washington Street Green Bay, Wisconsin
54301 (920) 430-1400
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)
Michael E. Daniels
Chairman, President, and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301
(920) 430-1400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to
the following Registration Statements on Form S-3 (collectively, the “Registration Statements”) of MidWestOne Financial
Group, Inc., an Iowa corporation (the “Registrant”):
| • | File No. 333-281845, filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 29, 2024, registering
150,000,000 of the Registrant’s Debt Securities, Preferred Stock, par value $0.00 per share, Depositary Shares, Common Stock, par
value $1.00 per share, Purchase Contracts, Purchase Units, Units, Warrants, and Rights; and |
| • | File No. 333-207659, filed with the Commission on October 29, 2015, offering 2,723,083 shares of the Registrant’s Common Stock,
par value $1.00 per share; and |
| • | File No. 333-206473, filed with the Commission on August 19, 2015, offering 300,000 shares of the Registrant’s Common Stock,
par value $1.00 per share; and |
| • | File No. 333-162783, filed with the Commission on October 30, 2009, and amended on February 11, 2010, and pertaining to the offering
of (i) the Warrant, or portions thereof, which expired on February 6, 2019, to purchase 198,675 shares of Common Stock at an exercise
price of $12.08 per share, and (ii) the shares of Common Stock which were purchasable upon exercise of the Warrant. |
On February
13, 2026, pursuant to the Agreement and Plan of Merger, dated as of October 23, 2025, by and between the Registrant and Nicolet Bankshares,
Inc., a Wisconsin corporation (“Nicolet”), the Registrant merged with and into Nicolet (the “Merger”), with Nicolet
continuing as the surviving corporation, and as successor in interest to the Registrant.
As a result of the Merger, Nicolet, as successor
in interest to the Registrant, terminates any and all offerings of Registrant’s securities pursuant to the Registration Statements
and deregisters any and all securities registered but unsold under the Registration Statements, if any, in accordance with an undertaking
made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the
securities that had been registered for issuance that remain unsold at the termination of the offering. Each Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on February 17, 2026. No other person is required
to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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Nicolet Bankshares, Inc., a Wisconsin corporation
As successor by merger to MidWestOne Financial Group, Inc.,
an Iowa corporation |
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By: |
/s/ H. Phillip Moore, Jr. |
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Name: |
H. Phillip Moore, Jr. |
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Title: |
Chief Financial Officer
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