Nicolet Bankshares (NIC) CEO RSUs vest after MidWestOne merger close

Rhea-AI Filing Summary

Nicolet Bankshares Chairman, President & CEO Michael E. Daniels reported equity transactions tied to a performance-based restricted stock unit award. On February 13, 2026, 6,666 shares of common stock were acquired upon RSU vesting after successfully closing the merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group.

On the same date, 2,624 shares were withheld to satisfy tax liabilities related to this RSU vesting. After these transactions, Daniels directly owned 126,799 shares of common stock, with additional indirect holdings of 6,252 shares through a 401(k) plan and 9,803 shares held by his spouse.

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^*

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)
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		6,666(1)	A	$155.19	129,423	D
Common Stock	02/13/2026		F		2,624(2)	D	$155.19	126,799(3)	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. Restricted stock unit ("RSU") vesting. Per the terms of the RSU, the performance-based metric of successfully closing the merger between Nicolet Bankshares, Inc., and MidWestOne Financial Group was completed on February 13, 2026.

2. Shares withheld to cover the tax liability of the RSU performance vesting on February 13, 2026.

3. Includes a total of 1,061 shares owned by Mr. Daniels in the Employee Stock Purchase Plan. Mr. Daniels has not acquired additional shares under the Employee Stock Purchase Plan since Mr. Daniels last Form 4 filing dated January 21, 2026.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Michael E. Daniels	02/17/2026
	** 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 insider transaction did NIC CEO Michael E. Daniels report on this Form 4?

Michael E. Daniels reported the vesting of a restricted stock unit award, acquiring 6,666 shares of Nicolet Bankshares common stock on February 13, 2026. The vesting was tied to successful completion of the merger with MidWestOne Financial Group.

Why did Nicolet Bankshares (NIC) withhold 2,624 shares from Michael E. Daniels?

The company withheld 2,624 shares of common stock to cover the tax liability arising from the RSU performance vesting on February 13, 2026. This is reported under transaction code F, which reflects a tax-withholding disposition rather than an open-market sale.

How is the NIC CEO’s RSU award linked to the MidWestOne merger?

The restricted stock unit award vested when the performance-based metric of successfully closing the merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group was completed on February 13, 2026. This merger completion triggered the issuance of 6,666 common shares.

How many Nicolet Bankshares (NIC) shares does Michael E. Daniels own after these transactions?

Following the reported transactions, Michael E. Daniels directly owned 126,799 shares of Nicolet Bankshares common stock. He also had indirect ownership of 6,252 shares through a 401(k) plan and 9,803 shares held by his spouse.

What does transaction code A mean in this Nicolet Bankshares Form 4 filing?

Transaction code A indicates a grant, award, or other acquisition of securities. In this case, it reflects Daniels’ acquisition of 6,666 shares of Nicolet Bankshares common stock upon vesting of a performance-based restricted stock unit award.

What does transaction code F signify in the NIC CEO’s Form 4?

Transaction code F denotes payment of an exercise price or tax liability using securities. Here, 2,624 shares of Nicolet Bankshares common stock were withheld to satisfy taxes due on the RSU performance vesting completed on February 13, 2026.