Nicolet Bankshares Form 4: Witczak exercises options and offsets with sales

Rhea-AI Filing Summary

Eric J. Witczak, EVP & Secretary of Nicolet Bankshares, Inc. (NIC), reported multiple equity transactions on 08/26/2025. He exercised or acquired 5,000 shares via a stock option at an exercise price of $70.50 and concurrently disposed of 5,000 common shares in two sales: 3,436 shares at $136.535 and 1,564 shares at a weighted average of $136.7. After these transactions he directly beneficially owned 28,901 shares and indirectly owned 6,783 shares through a 401(k) plan. He also holds 1,042 shares in the Employee Stock Purchase Plan and 15,000 exercisable stock option shares remaining.

Positive

• Transparency: Detailed footnotes disclose weighted average sale prices and ESPP holdings, aiding investor understanding.
• Equity alignment: Witczak retains significant holdings including 28,901 direct shares, 6,783 indirect 401(k) shares, 1,042 ESPP shares, and 15,000 exercisable options.

Negative

• Insider sales totaling 5,000 shares: Dispositions at approximately $136.54–$137.25 reduced direct holdings, representing liquidity taken by the insider.

Insights

Financial Analyst

TL;DR: Routine insider exercise and offsetting sales; no clear change to control, mostly liquidity realization.

The filing shows an option exercise/acquisition of 5,000 shares at $70.50 paired with sales of an equal 5,000 shares at approximately $136.54–$137.25, which is a common pattern for insiders who exercise options and sell shares to cover tax/expense obligations. Net direct ownership remains substantial at 28,901 shares with additional indirect holdings of 6,783 shares. The presence of 1,042 ESPP shares and 15,000 exercisable options indicates continued equity alignment. This appears procedural and not a material change to ownership or control.

Corporate Governance Expert

TL;DR: Disclosure is complete and conforms to Section 16 reporting; transactions are routine insider liquidity events.

The Form 4 lists standard codes and includes an explicit footnote explaining weighted average sale prices and ESPP holdings, which supports transparency. The attorney-in-fact signature is provided and the option status (fully vested and exercisable) is clearly stated. From a governance perspective, these disclosures meet reporting obligations and do not signal governance or compliance concerns.

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^*

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)
08/26/2025

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	08/26/2025		M		5,000	A	$70.5	33,901	D
Common Stock	08/26/2025		F		3,436	D	$136.535	30,465	D
Common Stock	08/26/2025		S		1,564	D	$136.7(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	08/26/2025		M			5,000	(3)	11/18/2029	Common Stock	5,000	$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 $136.540 to $137.250, inclusive. Mr. Witczak 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 (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 July 22, 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 15,000 shares.

	/s/ H. Phillip Moore, Jr., as attorney-in-fact for Eric J. Witczak	08/27/2025
	** 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.
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FAQ

What transactions did NIC insider Eric J. Witczak report on 08/26/2025?

He acquired/exercised 5,000 shares at $70.50 and sold 3,436 shares at $136.535 and 1,564 shares at a weighted average of $136.7.

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

He directly owns 28,901 shares and indirectly owns 6,783 shares through a 401(k) plan.

Does Witczak hold other company equity plans?

Yes. He holds 1,042 shares in the Employee Stock Purchase Plan and has 15,000 exercisable stock option shares remaining.

Were the sale prices of the disposed shares disclosed?

Yes. Sales ranged from $136.540 to $137.250 with a reported weighted average of $136.7; one sale is listed at $136.535 for 3,436 shares.

What is Witczak’s role at Nicolet Bankshares (NIC)?

He is listed as EVP & Secretary and an officer of the issuer.