Merger grants Nicolet (NIC) director 29,797 shares in stock conversion

Rhea-AI Filing Summary

Nicolet Bankshares director acquires shares through merger conversion. On February 13, 2026, director Tracy S. McCormick acquired 29,797 shares of Nicolet Bankshares common stock at no stated price per share. These shares were received in exchange for her MidWestOne Financial Group common shares at a fixed 0.3175-for-1 conversion ratio when MidWestOne merged into Nicolet.

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^*

McCormick Tracy S

(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)		29,797	A	$0(2)	29,797(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. McCormick 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 Tracy S. McCormick	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).
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FAQ

What insider transaction did Nicolet Bankshares (NIC) report for Tracy McCormick?

Nicolet Bankshares reported that director Tracy S. McCormick acquired 29,797 shares of its common stock. The shares were received at no stated price as part of the MidWestOne Financial Group merger, reflecting a stock-for-stock conversion rather than an open-market purchase.

How did Tracy McCormick receive Nicolet Bankshares (NIC) shares in this Form 4?

Tracy McCormick received Nicolet Bankshares shares through a merger-related share exchange. Each MidWestOne Financial Group common share she held was converted into 0.3175 shares of Nicolet common stock upon completion of the merger on February 13, 2026, resulting in 29,797 shares.

What was the share exchange ratio in the Nicolet–MidWestOne merger affecting NIC stock?

The merger Agreement set a fixed exchange ratio of 0.3175 Nicolet Bankshares common shares for each MidWestOne Financial Group common share. This ratio determined how many Nicolet shares former MidWestOne shareholders, including Tracy McCormick, received when the merger closed on February 13, 2026.

Did Nicolet Bankshares (NIC) director Tracy McCormick buy shares on the open market?

No, Tracy McCormick did not buy shares on the open market. Her 29,797 Nicolet Bankshares shares were acquired at a reported price of $0.00 per share through an automatic conversion of MidWestOne Financial Group shares in the completed merger transaction.

How many Nicolet Bankshares (NIC) shares does Tracy McCormick hold after this transaction?

After the merger-related acquisition, Tracy McCormick directly owns 29,797 shares of Nicolet Bankshares common stock. This total reflects the shares she received in exchange for her MidWestOne Financial Group shares as of the merger’s effective time on February 13, 2026.

What corporate event triggered the Form 4 filing for Nicolet Bankshares (NIC)?

The Form 4 was triggered by completion of the merger between Nicolet Bankshares and MidWestOne Financial Group. Upon closing, MidWestOne merged into Nicolet, and MidWestOne shareholders, including director Tracy McCormick, received Nicolet common stock under the 0.3175-for-1 exchange ratio.