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

Rhea-AI Filing Summary

Eric J. Witczak, EVP & Secretary of Nicolet Bankshares, Inc. (NIC), reported multiple transactions on 08/27/2025. He exercised 5,000 stock options at an exercise price of $70.50, increasing his direct holdings to 33,901 shares immediately after that exercise. On the same date he sold 3,412 shares at $139.655 and 1,588 shares at a weighted average price of $139.42 (sales ranged $139.30–$139.64), reducing his direct holdings to 28,901 shares. He reports 6,783 shares indirectly held via a 401(k) plan and 1,042 shares in the Employee Stock Purchase Plan. The filing is signed by an attorney-in-fact on 08/28/2025.

Positive

• Exercise of 5,000 options at $70.50 increased reportable ownership before sales, showing continued participation in company equity
• 10,000-share nonqualified option remains fully vested and exercisable, indicating ongoing incentive alignment
• Disclosure includes ESPP and 401(k) holdings, improving transparency about indirect ownership

Negative

• Total direct holdings decreased from 33,901 to 28,901 after sales on 08/27/2025
• Sales of 5,000 shares (3,412 and 1,588) represent insider liquidity that reduces reported direct stake

Insights

Financial Analyst

TL;DR: Insider exercised options and simultaneously sold shares; net direct holdings declined but significant vested option position remains.

The reporting shows a routine option exercise (5,000 shares at $70.50) and concurrent market disposals (total 5,000 shares sold at ~ $139.42–$139.655). The option exercise increased reported holdings temporarily to 33,901 before the sales reduced direct ownership to 28,901. The filing discloses a remaining 10,000-share nonqualified option position that is fully vested and exercisable, plus indirect holdings via a 401(k) and ESPP. From an investor-materiality perspective these are personal liquidity and compensation-related moves rather than operational signals; they do not disclose any company-level events or changes to capital structure.

Corporate Governance Expert

TL;DR: Transactions are standard Section 16 reporting of insider exercise and sales; disclosure appears complete with explanatory footnotes.

The Form 4 provides required detail: transaction codes, prices, amounts, and explanatory notes including the weighted average sale price range and ESPP holdings. It also notes the option fully vested as of 11/18/2024 and the attorney-in-fact signature. There is no indication of noncompliance or omission in the filing text provided. This record reflects routine insider liquidity and compensation execution rather than governance or control changes.

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).

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^*

Witczak Eric James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		M		5,000	A	$70.5	33,901	D
Common Stock	08/27/2025		F		3,412	D	$139.655	30,489	D
Common Stock	08/27/2025		S		1,588	D	$139.42(1)	28,901(2)	D
Common Stock								6,783	I	By 401(k) Plan

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)	$70.5	08/27/2025		M			5,000	(3)	11/18/2029	Common Stock	5,000	$0	10,000	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 $139.30 to $139.64, inclusive. The reporting person 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 range set forth in footnote (1) to this Form 4.

2. Includes shares acquired under the Employee Stock Purchase Plan. Mr. Witczak has not acquired additional shares under the Employee Stock Purchase Plan since his last Form 4 filing on August 27, 2025. Mr. Witczak owns a total of 1,042 shares in the Employee Stock Purchase Plan as of the date of this report.

3. The nonqualified stock option fully vested as of November 18, 2024, and is currently exercisable as to all remaining 10,000 shares.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Eric J. Witczak	08/28/2025
	** 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 insider transactions did NIC EVP Eric J. Witczak report on 08/27/2025?

He exercised 5,000 stock options at $70.50 and sold 3,412 shares at $139.655 and 1,588 shares at a weighted average of $139.42.

How many NIC shares does Eric J. Witczak own after the reported transactions?

Following the reported transactions his direct beneficial ownership is reported as 28,901 shares, plus 6,783 shares indirectly via a 401(k) plan and 1,042 shares in the ESPP.

Are Witczak's stock options vested and exercisable?

Yes. The filing states the nonqualified stock option is fully vested (vested as of 11/18/2024) and he holds a total of 10,000 option shares reported as exercisable.

What prices were shares sold at according to the Form 4 for NIC?

Sales occurred at prices ranging from $139.30 to $139.64, with a reported weighted average sale price of $139.42 for the 1,588-share block and $139.655 for the 3,412-share block.

Who signed the Form 4 for Eric J. Witczak?

The Form 4 is signed by H. Phillip Moore, Jr. as attorney-in-fact for Eric J. Witczak, dated 08/28/2025.