[Form 4] Nicolet Bankshares,Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nicolet Bankshares insider filing: Michael E. Daniels, Chairman, President & CEO, was awarded 30,000 restricted shares on 09/08/2025 at a reported price of $137.68 per share. The restricted shares were approved by the board as part of an employment extension to continue his leadership through year-end 2030 and will cliff vest after five years of continued service on December 31, 2030. Following the award and other reported holdings, Mr. Daniels is shown as beneficially owning 111,525 shares directly, plus 6,252 shares indirectly through a 401(k) plan and 9,803 shares indirectly through his spouse. The report notes an additional 71 Employee Stock Purchase Plan shares since his prior Form 4, bringing his ESPP total to 1,016 shares. The Form 4 was signed and submitted on 09/09/2025.

Positive

• Board-approved retention award: 30,000 restricted shares granted to CEO as part of employment extension through 2030.
• Clear vesting schedule: Restricted shares will cliff vest on December 31, 2030, providing explicit time-based retention terms.
• Transparent holdings disclosure: Filing reports direct ownership of 111,525 shares and specific indirect holdings via 401(k) and spouse.
• ESPP participation disclosed: Notes an additional 71 ESPP shares since prior filing and ESPP total of 1,016 shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board-approved restricted stock aligns CEO retention through 2030 with cliff vesting, clarifying long-term incentive structure.

The award of 30,000 restricted shares tied to an employment extension through year-end 2030 signals a board decision to retain the CEO for a multi-year horizon. Cliff vesting on December 31, 2030 creates a single long-term service-based milestone rather than staggered vesting, which may concentrate retention risk but clearly links equity realization to continued tenure. The filing discloses direct and indirect holdings and incremental ESPP participation, improving transparency around insider ownership.

Compensation Analyst

TL;DR: A single grant of 30,000 restricted shares at $137.68 provides long-term incentive tied to five-year service requirement.

The compensation action is a time-based equity award rather than performance-based pay, which emphasizes retention over explicit performance linkage. Cliff vesting after five years concentrates incentive alignment on long-term continuity; investors should note that the filing only documents the award and vesting schedule without detailing any performance conditions or potential forfeiture provisions. The disclosure also reports incremental ESPP activity and aggregated beneficial ownership figures.

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^*

DANIELS MICHAEL E

(Last) (First) (Middle)

C/O NICOLET NATIONAL BANK

111 NORTH 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
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		A		30,000(1)	A	$137.68	111,525(2)	D
Common Stock								6,252	I	By 401(k) Plan
Common Stock								9,803	I	By Spouse

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. Per the terms of Mr. Daniels employment extension to continue his leadership through year end 2030, Nicolet Bankshares, Inc. Board of Directors approved an award of 30,000 restricted shares to Mr. Daniels dated September 8, 2025. The 30,000 restricted shares will cliff vest upon five years of continued service through December 31, 2030.

2. Includes an additional 71 shares acquired under the Employee Stock Purchase Plan since Mr. Daniels last Form 4 filing dated November 21, 2024. Mr. Daniels owns a total of 1,016 shares in the Employee Stock Purchase Plan as of the date of this report.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Michael E. Daniels	09/09/2025
	** 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 did Michael E. Daniels report on the Form 4 for NIC?

The Form 4 reports a grant of 30,000 restricted shares to Michael E. Daniels dated 09/08/2025, and updates his beneficial ownership totals.

When do the 30,000 restricted shares granted to NIC's CEO vest?

The 30,000 restricted shares will cliff vest on December 31, 2030 after five years of continued service.

How many NIC shares does Michael E. Daniels beneficially own after the reported transaction?

The filing shows 111,525 shares directly owned following the transaction, plus 6,252 indirectly via a 401(k) plan and 9,803 indirectly via spouse.

What price is reported for the restricted share award on the Form 4?

The report lists a price of $137.68 associated with the transaction entry for the restricted shares.

Does the Form 4 mention the reason for the award?

Yes. The award was approved by the board per the terms of Mr. Daniels' employment extension to continue leadership through year-end 2030.