Hayek acquires 4,063 Nicolet (NIC) shares through MidWestOne merger exchange

Rhea-AI Filing Summary

Nicolet Bankshares director Matthew J. Hayek acquired 4,063 shares of common stock through a share exchange tied to the company’s merger with MidWestOne Financial Group. The acquisition occurred on February 13, 2026, at a stated price of $0.00 per share, reflecting a non-cash award.

Under the merger agreement dated October 23, 2025, each MidWestOne common share was entitled to receive 0.3175 Nicolet Bankshares shares. Mr. Hayek received 0.3175 Nicolet shares for each MidWestOne share he held at the effective time of the merger, giving him 4,063 Nicolet shares held directly after the transaction.

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^*

Hayek Matthew 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)		4,063	A	$0(2)	4,063(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. Mr. Hayek 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 Matthew J. Hayek	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 did NIC director Matthew J. Hayek report in this Form 4 transaction?

Matthew J. Hayek reported acquiring 4,063 shares of Nicolet Bankshares common stock. The shares were received in a non-cash transaction as part of the completed merger with MidWestOne Financial Group, reflecting a share-for-share exchange rather than an open-market purchase.

How did Matthew J. Hayek receive Nicolet Bankshares (NIC) shares in this filing?

He received Nicolet Bankshares shares through a merger-related exchange. Each MidWestOne Financial Group common share he owned converted into 0.3175 Nicolet shares on February 13, 2026, when the merger closed, resulting in a direct holding of 4,063 Nicolet common shares.

Was cash involved in Matthew J. Hayek’s February 13, 2026 NIC share acquisition?

No cash consideration is shown for this transaction. The Form 4 lists a price of $0.00 per share, indicating the 4,063 Nicolet shares were acquired as a stock-for-stock exchange under the merger terms with MidWestOne Financial Group, not through a market purchase.

What merger terms affected Matthew J. Hayek’s new Nicolet Bankshares holdings?

The merger agreement specified that each MidWestOne Financial Group common share had the right to receive 0.3175 Nicolet Bankshares common shares. Based on his MidWestOne holdings at the effective time, Hayek’s shares converted into 4,063 Nicolet shares held directly after completion.

How many Nicolet Bankshares (NIC) shares does Hayek hold after this Form 4 transaction?

Following the merger-related exchange, Matthew J. Hayek directly holds 4,063 Nicolet Bankshares common shares. This total reflects the automatic conversion of his MidWestOne Financial Group shares into Nicolet shares at the fixed 0.3175 exchange ratio on February 13, 2026.

Is Matthew J. Hayek’s NIC share acquisition a market buy or a merger conversion?

The acquisition is a merger conversion, not a market buy. The Form 4 uses transaction code “A” for a grant or other acquisition and footnotes explain his MidWestOne shares automatically converted into Nicolet shares at a 0.3175 exchange ratio when the merger closed.