NICOLET BANKSHARES INC SEC Filings

Nicolet Bankshares (NIC) announced a definitive agreement to acquire MidWestOne Financial Group in an all-stock merger. MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each MidWestOne share, valuing the deal at approximately $864 million, or $41.37 per MidWestOne share, based on Nicolet’s $130.31 closing price on October 22, 2025. Upon completion, MidWestOne shareholders are expected to own 30% of the combined company.

The boards of both companies unanimously approved the merger. Closing is subject to shareholder approvals, required regulatory approvals, and a tax opinion that the transaction qualifies as a tax‑free reorganization. The companies will file a Form S‑4 with a joint proxy statement/prospectus and plan to hold special shareholder meetings after effectiveness. The merger is expected to close in the first half of 2026.

Nicolet Bankshares, Inc. (NYSE: NIC) reported that it announced its earnings for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to this Form 8-K under Item 2.02.

The information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into other filings unless expressly referenced.

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.

Nicolet Bankshares reported a material compensation award for its CEO totaling $12.0 million in grant date value. The award includes 30,000 restricted shares that cliff vest after five years of continued service through December 31, 2030, plus up to 60,000 performance-based restricted stock units (RSUs) that vest over a five-year performance period beginning January 1, 2026. Up to 30,000 RSUs are tied to achieving above-average peer-bank Return on Average Assets percentiles, and up to 30,000 RSUs vest based on cumulative earnings per share targets over the performance period. The company will recognize the $12.0 million value as compensation expense over the five-year vesting period covering 2026 through 2030.

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.

Form 144 filing for Nicolet Bankshares, Inc. (NIC) reports a proposed sale under Rule 144 of 1,588 common shares through Fidelity Brokerage Services LLC with an aggregate market value of $221,399.20 and an approximate sale date of 08/27/2025 on the NYSE. The filing discloses the shares were acquired the same day by stock option exercise and paid in cash on 08/27/2025. The filer also reported two prior sales in the past three months by Eric Witczak: 5,000 shares sold on 07/18/2025 for $698,864.50 and 1,564 shares sold on 08/26/2025 for $213,793.50. The notice includes the required attestation that the seller is not aware of undisclosed material adverse information.

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.

Nicolet Bankshares (NIC) Form 144 notice: An individual proposes to sell 1,564 common shares through Fidelity Brokerage Services on the NYSE with an aggregate market value of $213,793.50, scheduled approximately for 08/26/2025. The shares were acquired on 08/26/2025 by stock option exercise from the issuer, and payment was made in cash on that date. The filing discloses one prior sale in the past three months: 5,000 common shares sold on 07/18/2025 for $698,864.50 by Eric Witczak. The filer certifies they are unaware of any undisclosed material adverse information about the issuer and provides the standard legal attestation regarding accuracy of the notice.

Nicolet Bankshares, Inc. declared a quarterly cash dividend of $0.32 per share on its common stock. The dividend will be paid on September 15, 2025 to shareholders who are on record as of September 2, 2025. The company announced this dividend through a press release dated August 19, 2025, which is attached as an exhibit and incorporated by reference for additional details. This continues the company’s practice of returning cash to shareholders through regular quarterly dividends.