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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):
December 22, 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:
| x |
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. ¨
On December 19, 2025, Nicolet Bankshares, Inc.
(“Nicolet”) and MidWestOne Financial Group, Inc. (“MidWestOne”) filed with the Securities and Exchange
Commission (“SEC”) their joint proxy statement-prospectus in connection with the contemplated merger of Nicolet and MidWestOne.
After it was filed, Nicolet and MidWestOne identified an error in the Golden Parachute Compensation table for MidWestOne
that appears on page 74 of the joint proxy statement-prospectus. Specifically, although the amounts in the first three columns of the
table are accurate, the fourth column (“Total”) did not accurately reflect the total of the amounts set forth in the other
three columns. The corrected “Merger-Related Compensation for MidWestOne Named Executive Officers” is as follows:
Merger-Related Compensation
for MidWestOne Named Executive Officers
The information below is
intended to comply with Item 402(t) of Regulation S-K, which requires the disclosure of information regarding certain compensation
and benefits related to the merger payable to MidWestOne’s named executive officers, sometimes referred to as “golden
parachute” compensation. The merger-related compensation shown in this table and described in the footnotes to the table is the
subject of the non-binding advisory vote of MidWestOne’s shareholders, as described above in “— Proposal 2 —
MidWestOne Merger-Related Compensation Proposal.” The figures in the table are estimates based on current compensation levels,
each named executive officer’s existing compensation arrangements with MidWestOne and multiple assumptions that may or may
not actually occur or be accurate on the relevant date, including the assumptions described below. The table does not include the value
of benefits under the MidWestOne Executive Deferred Compensation Plan in which the named executive officers are vested without
regard to the occurrence of a change in control. For purposes of calculating such amounts, we have assumed
| · | February 13,
2026, as the closing date of the merger (which is the assumed date solely for purposes of
this merger-related compensation disclosure); |
| · | a termination of each
named executive officer’s employment without cause (and not by reason of the executive
officer’s death or disability) or resignation for good reason under the applicable
employment agreement, effective as of immediately following the effective time of the merger; |
| · | each named executive
officer complies with all requirements necessary to receive all severance payments and benefits
pursuant to his employment agreement; and |
| · | a price per share
of $37.65, which is the average closing market price of MidWestOne’s shares
over the first five business days following the first public announcement of the merger on
October 23, 2025. |
For purposes of this discussion,
“single trigger” refers to benefits that arise solely as a result of the completion of the merger and “double trigger”
refers to benefits that require satisfaction of two conditions, which are the completion of the merger and a qualifying termination of
the named executive officer’s employment. Payments of double trigger benefits are contingent on the named executive officer signing
and not revoking a release of claims in favor of MidWestOne and satisfying certain other conditions. For additional details regarding
the terms of the payments described below, see the discussion under the caption “— Interests of Certain Persons in the Merger”
above.
Golden Parachute Compensation
| | |
| | |
| | |
Perquisites/ | | |
| |
| | |
Cash(1)(2) | | |
Equity(3) | | |
Benefits(4) | | |
Total(5) | |
| Charles N. Reeves III | |
$ | 5,025,058 | | |
$ | 1,424,688 | | |
$ | 40,000 | | |
$ | 6,489,746 | |
| Len D. Devaisher | |
$ | 1,390,312 | | |
$ | 865,265 | | |
$ | 29,000 | | |
$ | 2,284,577 | |
| Barry S. Ray | |
$ | 1,156,086 | | |
$ | 813,162 | | |
$ | 28,000 | | |
$ | 1,997,248 | |
| Paul A. Ho-Sing-Loy | |
$ | 812,886 | | |
$ | 193,596 | | |
$ | 40,000 | | |
$ | 1,046,482 | |
| Gary L. Sims | |
$ | 878,756 | | |
$ | 493,029 | | |
$ | 39,000 | | |
$ | 1,410,785 | |
| (1) | Represents for Mr. Reeves (i) his single-trigger transaction
bonus ($2,000,000), and (ii) the double- trigger cash severance amount that would become
payable to him upon a qualifying termination of employment under his employment agreement,
which consists of an amount equal to 250% of his 2025 annual salary and 2024 incentive bonus
paid in 2025 ($3,025,058). See “— MidWestOne Employment Agreements”
for a detailed description of the cash severance benefits that may become payable in connection
with the Merger, and “— MidWestOne Special Transaction Bonus” for
a detailed description Mr. Reeve’s transaction bonus. |
| (2) | Represents for the named executive officers other than Mr. Reeves
the double-trigger cash severance amounts that would become payable upon a qualifying termination
of employment under their employment agreements, which consists of 200% of their Base Compensation.
See “— MidWestOne Employment Agreements” for a detailed description
of the cash severance benefits that may become payable in connection with the Merger. |
| (3) | Represents the aggregate dollar value of the named executive officers’
equity awards outstanding as of December 15, 2025, for which vesting would be accelerated
in accordance with the merger agreement, based on an assumed per share price of $37.65. Amounts
in this column exclude the value of previously vested equity awards that will be cancelled
and exchanged for Nicolet shares in accordance with the merger agreement. Amounts included
in this column represent a single-trigger benefit. See “— Treatment of MidWestOne
Equity Awards” for a detailed description of the treatment of outstanding Company
Equity Awards in connection with the merger. |
| |
|
MidWestOne | |
|
MidWestOne |
|
| |
|
Restricted Stock |
|
|
Performance |
|
| |
|
Unit
Awards |
|
|
Stock
Unit Awards |
|
| Mr. Reeves |
|
$ |
450,053 |
|
|
$ |
974,635 |
|
| Mr. Devaisher |
|
$ |
271,893 |
|
|
$ |
593,372 |
|
| Mr. Ray |
|
$ |
258,484 |
|
|
$ |
554,678 |
|
| Mr. Ho-Sing-Loy |
|
$ |
105,533 |
|
|
$ |
88,063 |
|
| Mr. Sims |
|
$ |
155,002 |
|
|
$ |
338,027 |
|
| (4) | Represents the double-trigger amounts that would become payable
upon a qualifying termination of employment under the named executive officers’ employment
agreements with respect to continued COBRA coverage, in an amount equal to the employer-portion
of such continued coverage and assuming that each named executive officer is eligible for
eighteen (18) months of COBRA. |
| (5) | The amounts in this column do not reflect any potential reductions
to such amounts that may occur pursuant to the Section 4999-related provisions included
in each named executive officer’s employment agreement as set forth in the section
titled “— MidWestOne Employment Agreements” above. |
Important Information About the Merger and
Where to Find It
Nicolet has filed a registration statement on
Form S-4 with the SEC to register the Nicolet shares that will be issued to MidWestOne shareholders in connection with the proposed
merger. The registration statement includes a joint proxy statement of Nicolet and MidWestOne that also constitutes a prospectus
of Nicolet. The definitive joint proxy statement-prospectus is being sent to shareholders of Nicolet and MidWestOne in connection
with the proposed merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT-PROSPECTUS (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED
BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, MIDWESTONE
AND THE PROPOSED MERGER. Investors may obtain copies of the joint proxy statement-prospectus and other relevant documents (as they
become available) free of charge at the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by Nicolet will
be available free of charge on Nicolet’s website at www.nicoletbank.com. Copies of the documents filed with the SEC by MidWestOne
will be available free of charge on MidWestOne’s website at www.midwestonefinancial.com.
Participants in Solicitation
Nicolet, MidWestOne, and their respective
directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies
from the shareholders of Nicolet and the shareholders of MidWestOne in connection with the proposed merger. Information about the
directors and executive officers of Nicolet is available in Nicolet’s proxy statement for its 2025 annual meeting of shareholders,
which was filed with the SEC on March 18, 2025, and in other documents subsequently filed by Nicolet with the SEC, which can be obtained
free of charge through the website maintained by the SEC. Any changes in the holdings of Nicolet’s securities by its directors or
executive officers from the amounts described in the Nicolet 2025 Proxy have been or will be reflected on Initial Statements of Beneficial
Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of
the Nicolet 2025 Proxy and are available at the SEC’s website. Information about the directors and executive officers of MidWestOne
is available in MidWestOne’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on
March 11, 2025 (the “MidWestOne 2025 Proxy”) and in the MidWestOne Annual Report on Form 10-K for the year ended
December 31, 2024, filed with the SEC on February 25, 2025 and in other documents subsequently filed by MidWestOne with the SEC,
which can be obtained free of charge through the website maintained by the SEC. Any changes in the holdings of MidWestOne’s
securities by its directors or executive officers from the amounts described in the MidWestOne 2025 Proxy have been or will be
reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed
with the SEC subsequent to the filing date of the MidWestOne 2025 Proxy and are available at the SEC’s website. Additional
information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included
in the joint proxy statement/prospectus and the other relevant documents to be filed with the SEC.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
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: |
December 22, 2025 |
NICOLET BANKSHARES, INC. |
| |
|
|
|
| |
|
By: |
/s/ H. Phillip Moore, Jr. |
| |
|
|
H. Phillip Moore, Jr. |
| |
|
|
Chief Financial Officer |
