Merger gives Nicolet Bankshares (NIC) director 3,364 new shares

Rhea-AI Filing Summary

Nicolet Bankshares, Inc. director Janet E. Godwin reported acquiring common stock through a merger-related share exchange. On February 13, 2026, the merger between Nicolet Bankshares and MidWestOne Financial Group, Inc. was completed under a prior Merger Agreement. Ms. Godwin received 3,364 shares of Nicolet common stock at no cash cost, reflecting an exchange ratio of 0.3175 Nicolet shares for each MidWestOne common share she held at the effective time of the merger.

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

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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^*

Godwin Janet E

(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)		3,364	A	$0(2)	3,364(3)	D

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. Ms. Godwin received 0.3175 shares of NIC common stock in exchange for each of her 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 Janet E. Godwin	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Nicolet Bankshares (NIC) disclose for Janet E. Godwin?

Nicolet Bankshares reported that director Janet E. Godwin acquired 3,364 shares of common stock. The shares were received at no cash cost as part of a completed merger with MidWestOne Financial Group, reflecting an agreed stock-for-stock exchange.

How many Nicolet Bankshares (NIC) shares did Janet E. Godwin acquire in the merger?

Janet E. Godwin acquired 3,364 shares of Nicolet Bankshares common stock. These shares were issued to her on February 13, 2026, in exchange for her MidWestOne Financial Group shares when the merger between the two banking companies became effective.

What was the share exchange ratio in the Nicolet Bankshares (NIC) and MidWestOne merger?

Each MidWestOne Financial Group common share was entitled to receive 0.3175 shares of Nicolet Bankshares common stock. This fixed exchange ratio governed how many Nicolet shares former MidWestOne shareholders, including Janet E. Godwin, received at the merger’s effective time.

Was Janet E. Godwin’s Nicolet Bankshares (NIC) share acquisition an open-market purchase?

No, Janet E. Godwin’s acquisition was not an open-market purchase. She received 3,364 Nicolet Bankshares shares at a stated price of $0.0000 per share as stock consideration in the merger with MidWestOne Financial Group, rather than buying shares in the market.

When did the Nicolet Bankshares (NIC) and MidWestOne merger close for Janet E. Godwin’s share exchange?

The merger between Nicolet Bankshares and MidWestOne Financial Group closed on February 13, 2026. As of that effective time, Janet E. Godwin’s MidWestOne shares were converted into 3,364 Nicolet common shares according to the 0.3175-for-1 exchange ratio.

What role does Janet E. Godwin hold at Nicolet Bankshares (NIC) in this Form 4 filing?

In this Form 4, Janet E. Godwin is identified as a director of Nicolet Bankshares. Her reported transaction involves receiving Nicolet common stock directly, reflecting her position as a board member following the merger with MidWestOne Financial Group.