MOFG merger gives Nicolet (NIC) director new share stake

Rhea-AI Filing Summary

Nicolet Bankshares Inc. director Carl J. Chaney reported share acquisitions tied to the completion of the MidWestOne Financial Group merger. On February 13, 2026, he acquired 767 shares of Nicolet common stock in his own name and 2,224 shares held indirectly by the Carl J. Chaney Trust.

These shares were received at a price of $0.00 per share as part of the stock-for-stock merger in which MidWestOne Financial Group merged into Nicolet. Under the merger terms, each MOFG common share was exchanged for 0.3175 shares of Nicolet common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHANEY CARL J

(Last) (First) (Middle)

C/O NICOLET NATIONAL BANK

111 N. WASHINGTON STREET

(Street)

GREEN BAY WI 54301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NICOLET BANKSHARES INC [ NIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A(1)		767	A	$0(2)	767(3)	D
Common Stock	02/13/2026		A(1)		2,224	A	$0(2)	2,224(3)	I	by Carl J. Chaney Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 13, 2026, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated October 23, 2025, the merger by and between Nicolet Bankshares, Inc. ("NIC") and MidWestOne Financial Group, Inc. ("MOFG") was completed and MOFG merged with and into NIC.

2. Pursuant to the terms of the Merger Agreement, each MOFG common share has the right to receive 0.3175 shares of NIC common stock.

3. Mr. Chaney received 0.3175 shares of NIC common stock in exchange for each of his MOFG common shares held as of the effective time of the merger, February 13, 2026.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Carl J. Chaney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Nicolet Bankshares (NIC) report for Carl J. Chaney?

Nicolet Bankshares reported that director Carl J. Chaney acquired new common shares on February 13, 2026. He received 767 shares directly and 2,224 shares indirectly through the Carl J. Chaney Trust as part of the stock-for-stock merger with MidWestOne Financial Group.

How many Nicolet (NIC) shares did Carl J. Chaney receive directly and indirectly?

Carl J. Chaney received 767 Nicolet common shares in his own name and 2,224 shares held indirectly by the Carl J. Chaney Trust. Both positions arose from exchanging his MidWestOne Financial Group shares into Nicolet stock at the agreed conversion ratio.

What was the price per share for Carl J. Chaney's Nicolet (NIC) acquisitions?

The reported price per share for Carl J. Chaney’s acquisitions was $0.00. This reflects that the shares were received as merger consideration in a stock-for-stock exchange, not purchased in an open-market or cash transaction, following the MidWestOne Financial Group combination.

How is the MidWestOne Financial Group merger reflected in this Nicolet (NIC) Form 4?

The Form 4 shows Nicolet shares issued to Carl J. Chaney when MidWestOne Financial Group merged into Nicolet. Each MOFG common share entitled its holder to receive 0.3175 Nicolet common shares, converting Chaney’s MOFG holdings into the reported Nicolet positions.

What is the conversion ratio between MOFG and Nicolet (NIC) shares in the merger?

Under the merger terms, each MidWestOne Financial Group (MOFG) common share has the right to receive 0.3175 Nicolet Bankshares (NIC) common shares. This fixed stock-for-stock exchange ratio determined how many Nicolet shares Carl J. Chaney and other MOFG shareholders received at closing.

Does Carl J. Chaney hold some Nicolet (NIC) shares indirectly through a trust?

Yes. The Form 4 states that 2,224 Nicolet common shares are held indirectly by the Carl J. Chaney Trust. These shares, like his directly held 767 shares, were issued as merger consideration when MidWestOne Financial Group combined with Nicolet on February 13, 2026.