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

Rhea-AI Filing Summary

Director Robert B. Atwell filed a Form 4 for Nicolet Bankshares (NIC) covering 21 Jul 2025 transactions. He exercised 20,000 stock options at $48.85 (code M), temporarily lifting his direct stake to 54,220 shares. To satisfy taxes (code F) and generate cash, he disposed of 13,096 shares at a weighted $140.11. He then sold an additional 6,904 shares in open-market trades at weighted averages of $138.83, $139.78 and $140.73 (codes S).

After all moves Atwell’s direct holding returned to 34,220 shares—unchanged from pre-exercise levels—plus 521 deferred-plan shares and 15,000 options that remain exercisable through 16 May 2027. The pattern indicates an option cashless exercise: shares acquired and immediately sold/withheld, producing no net increase in ownership.

Positive

• Full compliance with prompt Section 16 reporting reinforces transparency.
• No net share reduction; insider retains pre-transaction stake, mitigating negative signal.

Negative

• 6,904 open-market sales at ~$139 could be perceived as modest profit-taking.
• 20,000-share round-trip signals liquidity preference over increased ownership, offering limited confidence boost.

Insights

Securities Analyst

TL;DR: Cashless exercise; no net ownership change, modest open-market selling—overall neutral impact.

The 20 k-share option exercise at $48.85 generated gross value ≈$2.8 m versus a $0.98 m intrinsic cost. Atwell disposed of the same 20 k shares around $140, realising ≈$2.8 m pre-tax proceeds while maintaining his prior 34 k-share stake. Because ownership did not rise, the filing signals liquidity management rather than incremental commitment or divestiture. Volume sold (≈0.24 % of NIC’s 2.9 m shares outstanding) is immaterial to float and should have limited market impact.

Corporate Governance Expert

TL;DR: Routine option exercise/pay-for-tax filing; governance risk unchanged.

The board member followed SEC Rule 16b disclosure within one day, demonstrating compliance. The exercise relates to fully-vested 2017 options, so no acceleration concerns. Net zero share change suggests alignment remains constant; nonetheless, continued option overhang (15 k) could lead to future similar filings.

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
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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).

1. Name and Address of Reporting Person^*

ATWELL ROBERT BRUCE

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

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	07/21/2025		M		20,000	A	$48.85	54,220	D
Common Stock	07/21/2025		F		13,096	D	$140.11	41,124	D
Common Stock	07/21/2025		S		3,334	D	$138.83(1)	37,790	D
Common Stock	07/21/2025		S		2,517	D	$139.78(2)	35,273	D
Common Stock	07/21/2025		S		1,053	D	$140.73(3)	34,220	D
Common Stock								521.043	I	by Nicolet National Bank Deferred Compensation Plan For Non-employee Directors

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
Stock Option (Right to Buy)	$48.85	07/21/2025		M			20,000	(4)	05/16/2027	Common Stock	20,000	$0	15,000	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.240 to $139.217, inclusive. Mr. Atwell undertakes to provide to Nicolet Bankshares, Inc., any security holder of Nicolet Bankshares, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares at each separate price within the range set forth in footnote (1) to this Form 4.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.277 to $140.260, inclusive. Mr. Atwell undertakes to provide to Nicolet Bankshares, Inc., any security holder of Nicolet Bankshares, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.309 to $141.249, inclusive. Mr. Atwell undertakes to provide to Nicolet Bankshares, Inc., any security holder of Nicolet Bankshares, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. The nonqualified options fully vested as of May 16, 2022. The non-qualified options are exercisable as to 15,000 shares as of the date of this report.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Robert B. Atwell	07/22/2025
	** 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

How many Nicolet Bankshares shares does Robert B. Atwell now own directly?

He holds 34,220 common shares directly after the 21 Jul 2025 transactions.

What price did Atwell pay to exercise his options?

The options were exercised at $48.85 per share.

How many shares did Atwell sell on the open market?

He sold 6,904 shares in three trades averaging $138.83–$140.73.

Did the director's overall ownership in NIC increase?

No. After a cashless exercise and sales, his direct holdings returned to the prior 34,220 shares.

How many options remain exercisable for Atwell?

He retains 15,000 stock options exercisable until 16 May 2027.