NIC: $12M CEO Grant—30k Time Shares, 60k Performance RSUs Over Five Years

Rhea-AI Filing Summary

Nicolet Bankshares reported a material compensation award for its CEO totaling $12.0 million in grant date value. The award includes 30,000 restricted shares that cliff vest after five years of continued service through December 31, 2030, plus up to 60,000 performance-based restricted stock units (RSUs) that vest over a five-year performance period beginning January 1, 2026. Up to 30,000 RSUs are tied to achieving above-average peer-bank Return on Average Assets percentiles, and up to 30,000 RSUs vest based on cumulative earnings per share targets over the performance period. The company will recognize the $12.0 million value as compensation expense over the five-year vesting period covering 2026 through 2030.

Positive

• Long-term alignment: Award mixes time-vested shares and performance RSUs over five years to align CEO incentives with sustained results
• Performance linkage: Half of the performance RSUs are tied to ROAA relative to peers, encouraging competitive operating performance
• Expense recognition transparency: Grant date value of $12.0 million will be recognized over 2026-2030, allowing investors to model impact

Negative

• Material compensation cost: $12.0 million grant date value is significant and will increase reported compensation expense over five years
• Disclosure gaps: Filing does not disclose peer group composition, ROAA percentile thresholds, or specific cumulative EPS target levels
• Potential dilution: Up to 90,000 equity instruments (30,000 shares + 60,000 RSUs) could increase share count if fully vested

Insights

Compensation Specialist

TL;DR: A long-term, performance-heavy CEO award aligns pay with multi-year profitability and peer-relative performance.

The award structure combines time-based retention (30,000 restricted shares cliff vesting in five years) with substantial performance-based equity (up to 60,000 RSUs tied to ROAA percentiles and cumulative EPS over five years). This design emphasizes long-term accountability and aligns the CEOs payout with sustained financial results and relative peer performance. Recognizing $12.0 million evenly over 2026-2030 spreads expense and signals materiality in compensation budgeting. Key governance questions for investors include the selection of the peer group, ROAA percentile hurdles, and the specific cumulative EPS targets, none of which are disclosed in this filing.

Financial Analyst

TL;DR: The $12M grant is material to compensation expense and could affect reported earnings over 2026-2030 depending on vesting outcomes.

The grant date value of $12.0 million will be amortized as compensation expense across five years, increasing non-interest expense during 2026-2030. The performance-based portion links payout to ROAA relative performance and cumulative EPS, which could be dilutive if shares are issued on vesting. The filing lacks quantitative peer thresholds and EPS targets, so the potential payout range and probability of vesting cannot be assessed. For valuation impact, investors should model additional expense and potential share count increase if performance targets are met.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2025

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin

001-37700

47-0871001

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 North Washington Street

Green Bay, Wisconsin 54301

(Address of principal executive offices)

(920) 430-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			NIC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company  ☐

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 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2025, the Compensation Committee of Nicolet Bankshares, Inc. (“Nicolet”) recommended, and the Board approved, an equity award to Mike Daniels, Chairman, President and Chief Executive Officer of Nicolet. The equity award consists of 30,000 restricted shares that cliff vest upon 5 years of continued service through December 31, 2030, and up to 60,000 restricted stock units that will vest upon the satisfaction of certain performance-based metrics over a 5-year performance period commencing January 1, 2026, as described in the award. Up to 30,000 restricted stock units will vest based on achievement of above average peer bank Return on Average Assets percentiles over the performance period, and up to 30,000 restricted stock units will vest based on achievement of cumulative earnings per share (“EPS”) targets over the performance period. The grant date value of the equity award is $12 million, which will be recognized over the five-year vesting period for years 2026 to 2030.

Item 7.01 Regulation FD.

On September 8, 2025, Nicolet issued a press release announcing the mutual commitment of Mr. Daniels and Nicolet, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description of Exhibit
99.1						Press Release, dated September 8, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

September 9, 2025

NICOLET BANKSHARES, INC.

By:

/s/ H. Phillip Moore, Jr.

H. Phillip Moore, Jr.

Chief Financial Officer

FAQ

What did Nicolet Bankshares (NIC) disclose about CEO Mike Daniels compensation?

Answer: The company disclosed an equity award with a $12.0 million grant date value comprising 30,000 restricted shares that cliff vest after five years and up to 60,000 performance RSUs vesting over a five-year period beginning January 1, 2026.

How do the performance RSUs for NICs CEO vest?

Answer: Up to 30,000 RSUs vest based on above-average peer-bank Return on Average Assets percentiles and up to 30,000 RSUs vest based on cumulative earnings per share targets over the five-year performance period.

When will Nicolet recognize the $12.0 million grant as expense?

Answer: The grant date value will be recognized as compensation expense over the five-year vesting period covering years 2026 through 2030.

Does the filing specify the peer group or EPS targets for the performance awards?

Answer: No. The filing does not disclose the peer group composition, the ROAA percentile thresholds, or the specific cumulative EPS target levels.

How many total shares could be issued to the CEO if all awards vest?

Answer: If fully vested, the awards could result in issuance of up to 90,000 equity instruments: 30,000 restricted shares plus up to 60,000 RSUs.