[144] Nicolet Bankshares,Inc. SEC Filing

Rhea-AI Filing Summary

FARO Technologies, Inc. (FARO) – Form 4 filing (07/21/2025)

SVP & Chief Financial Officer Matthew Horwath reported the disposal of his entire direct beneficial ownership in connection with FARO’s pending merger with a wholly-owned subsidiary of AMETEK, Inc. Under the Merger Agreement dated 05/05/2025, every share and restricted/performance stock unit was cancelled and converted into the right to receive $44.00 in cash.

• Common shares disposed: 39,264
• Performance/Restricted Stock Units disposed: 41,018
• Post-transaction ownership: 0 shares / 0 derivative securities

The filing confirms that, immediately prior to the effective time of the merger, all equity held by the CFO was cash-settled at the agreed merger price, signalling completion mechanics and elimination of insider equity exposure.

Positive

• Cash consideration of $44 per share/unit provides immediate liquidity to shareholders and insiders as stipulated in the merger agreement.
• Form 4 confirms mechanical completion steps of the FARO–AMETEK merger, reducing execution uncertainty for investors.

Negative

• CFO’s ownership falls to zero, ending insider equity alignment with FARO’s ongoing performance post-transaction.

Insights

M&A Specialist

TL;DR Insider Form 4 indicates equity cancellation and $44 cash payout, confirming mechanical close of FARO-AMETEK merger.

The transaction shows the CFO’s 80,282 total equity instruments (common and RSUs/PSUs) cancelled for $44 cash each, aligning with the Merger Agreement’s terms. Insider now holds zero shares, demonstrating full transition to AMETEK ownership. From an M&A perspective, this filing is largely procedural yet confirms that consideration is fully cash, eliminating post-close rollover equity and integration complexity. It also signals that closing conditions tied to equity treatment have been met, reducing deal-completion risk.

Corporate Governance Expert

TL;DR CFO exits equity stake; insider alignment with future performance ceases post-merger.

Governance-wise, the Form 4 records total divestiture of management’s FARO equity due to cash-only merger. While shareholders receive liquidity, removal of insider ownership may affect post-close retention incentives; however, such concerns shift to AMETEK’s compensation structures. No irregularities noted; filing meets Section 16 obligations and provides transparency on insider cash-out.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	6904	962882.97	15079193	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/21/2025	Stock Option Exercise	Issuer			6904	07/21/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Robert Atwell 111 North Washington Street Green Bay WI 54301	Common	04/23/2025	6192	717358.00
Robert Atwell 111 North Washington Street Green Bay WI 54301	Common	05/30/2025	3208	395937.18
Robert Atwell 111 North Washington Street Green Bay WI 54301	Common	06/09/2025	3126	369815.75

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did FARO's CFO disclose in the 07/21/2025 Form 4?

He reported disposing of 39,264 common shares and 41,018 stock units, all converted to $44.00 cash each under the merger.

How many FARO shares does the CFO own after the transaction?

Following the conversion, the filing shows 0 shares and 0 derivative securities remaining.

What price will FARO shareholders receive in the AMETEK merger?

Each FARO share or eligible stock unit will be cancelled for $44.00 in cash per the Merger Agreement.

Does the Form 4 indicate the FARO–AMETEK merger has closed?

The filing reflects equity cancellation consistent with closing mechanics, suggesting the merger is at or near its effective time.

Why were performance share units cancelled?

Under the merger terms, PSUs vested immediately before closing and were cash-settled at $44, eliminating contingent equity.