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Nicolet Bankshares, Inc. filed a current report to correct an error in the joint proxy statement-prospectus for its contemplated merger with MidWestOne Financial Group, Inc. After the joint document was filed, the companies determined that the "Total" column in the Golden Parachute Compensation table for MidWestOne’s named executive officers did not properly add the three underlying columns, even though those individual amounts were accurate. The 8-K provides a corrected "Merger-Related Compensation for MidWestOne Named Executive Officers" table, detailing estimated cash, equity, and perquisites/benefits for each executive, with updated totals such as $6,489,746 for Charles N. Reeves III and $2,284,577 for Len D. Devaisher. The filing reiterates that these payments relate to merger completion and, in some cases, qualifying terminations, are subject to a non-binding advisory vote by MidWestOne shareholders, and are further described in the previously distributed joint proxy statement-prospectus.
Nicolet Bankshares and MidWestOne Financial Group plan a stock-for-stock merger in which MidWestOne will merge into Nicolet, and MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each MidWestOne share. After closing, current Nicolet owners are expected to hold about 70% of the combined company, with MidWestOne shareholders holding about 30%. The boards of both banks have unanimously approved the deal and recommend shareholders vote in favor.
The merger is intended to create a larger Upper Midwest banking platform with broader lending capacity and services, combining Nicolet’s Wisconsin- and Michigan-centered franchise with MidWestOne’s strong positions in Iowa, the Twin Cities area, Wisconsin, and Denver. Special shareholder meetings are scheduled for January 26, 2026, and the transaction requires shareholder approvals and bank regulatory approvals. The parties expect the deal to qualify as a tax-free reorganization for MidWestOne shareholders, except for cash paid in lieu of fractional Nicolet shares.
Nicolet Bankshares, Inc. announced a regular quarterly cash dividend of $0.32 per share on its common stock. The dividend will be paid on December 15, 2025 to shareholders who are on record as of December 8, 2025. This payout provides direct cash returns to current shareholders based on the number of shares they own on the record date.
Nicolet Bankshares, Inc. has filed an S-4 to issue approximately 6.6 million shares of its common stock to acquire MidWestOne Financial Group, Inc. in an all‑stock merger. MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each MidWestOne share, and are expected to own about 30% of the combined company after closing.
The combined bank holding company would have about $15.5 billion in assets based on pro forma data, with Nicolet contributing $9.0 billion and MidWestOne $6.25 billion as of September 30, 2025. Both boards unanimously support the deal, have obtained fairness opinions, and are calling special shareholder meetings to approve the merger and related items, including doubling Nicolet’s authorized shares to 60 million.
The transaction is intended to qualify as a tax‑free reorganization for MidWestOne shareholders (except for cash in lieu of fractional shares), carries mutual $35 million termination fees in certain circumstances, requires multiple regulatory approvals, and is targeted to close in the first half of 2026. No dissenters’ or appraisal rights are available to either company’s shareholders.
Nicolet Bankshares Inc. (NIC) executive officer and EVP & Secretary Eric J. Witczak reported a Form 4 transaction dated 11/20/2025. The filing shows 111 shares of common stock were disposed of at $120.2 under transaction code F, meaning shares were withheld to cover taxes on vested restricted stock.
After this tax-related withholding, Witczak beneficially owns 28,474 shares of common stock directly and 6,783 shares indirectly through a 401(k) plan. He also owns 1,065 shares through the Employee Stock Purchase Plan as of the report date.
Nicolet Bankshares (NIC) executive reports routine share withholding for taxes. EVP and Chief Credit Officer Brad V. Hutjens reported that on 11/20/2025, 67 shares of common stock were withheld at a price of $120.2 per share to satisfy tax obligations on vested restricted stock. Following this transaction, he beneficially owns 29,415 shares of Nicolet Bankshares common stock directly, plus 1,818 shares held through a 401(k) plan. The report also notes that he owns 826 shares through the Employee Stock Purchase Plan as of the report date.
Nicolet Bankshares Inc. (NIC) reported an insider transaction by Chairman, President & CEO and director Michael E. Daniels. On 11/20/2025, Daniels surrendered 185 shares of common stock (transaction code F) to cover taxes on vested restricted stock.
After this transaction, Daniels beneficially owns 110,610 common shares directly, plus 6,252 shares through a 401(k) plan and 9,803 shares held by his spouse. An explanation note states he also owns 1,039 shares in the Employee Stock Purchase Plan as of the report date.
Nicolet Bankshares, Inc. (NIC) director reported a routine equity transaction involving company stock. On 11/20/2025, 166 shares of common stock were withheld at a price of $120.2 per share to cover the tax obligation from vested restricted stock, a common administrative event for equity-based compensation. After this withholding, the reporting person beneficially owned 34,054 shares of Nicolet Bankshares common stock directly.
The filing also notes indirect ownership of 537.886 shares through the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors. This plan-based holding reflects deferred fees or compensation invested in company stock, aligning director interests with long-term shareholder value while providing a record of total beneficial ownership.
Nicolet Bankshares, Inc. insider Form 4 filing reports activity by Executive Vice President and Secretary Eric J. Witczak. On 11/19/2025, 339 shares of common stock were withheld at $120.04 per share to cover taxes on vested restricted stock. Following this withholding, he directly beneficially owns 28,585 shares of common stock and indirectly owns 6,783 shares through a 401(k) plan.
The filing also notes that his holdings in the Employee Stock Purchase Plan increased by 23 shares since his prior report, bringing that plan balance to 1,065 shares as of this filing date.
Nicolet Bankshares Inc. executive reports share withholding for taxes
EVP and Chief Credit Officer Brad V. Hutjens of Nicolet National Bank, a subsidiary of Nicolet Bankshares Inc. (NIC), reported a Form 4 transaction dated 11/19/2025. A total of 205 shares of common stock were withheld at a price of $120.04 per share to cover tax obligations on vested restricted stock. After this transaction, he directly beneficially owns 29,482 shares of common stock and indirectly owns 1,818 shares through a 401(k) plan.
The report notes that his holdings include 94 additional shares acquired under the Employee Stock Purchase Plan since his prior filing, and he owns a total of 826 shares in that plan as of the report date.
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