8-K

NICOLET BANKSHARES INC (NIC)

8-K 2026-01-20 For: 2026-01-20
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2026

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin 001-37700 47-0871001
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)

111 North Washington Street

Green Bay, Wisconsin 54301

(Address of principal executive offices)

(920) 430-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share NIC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On January 20, 2026, Nicolet Bankshares, Inc. (“Nicolet”) announced its earnings for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 2.02 and Exhibit 99.1, shall not be deemed to be incorporated by reference into Nicolet’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On January 20, 2026, Nicolet declared a quarterly cash dividend of $0.32 per share on its common stock. The dividend will be payable March 16, 2026, to shareholders of record as of March 2, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

The only information in this Current Report on Form 8-K that is being filed in compliance with Rule 425 of the Securities Act, as amended, is the information contained in the portions of the press release filed herewith as Exhibit 99.1 that relate solely to the proposed merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc.

| Item 9.01 | Financial Statements and Exhibits. | | --- | --- || Exhibit No. | Description of Exhibit | | --- | --- | | 99.1 | Press Release, dated January 20, 2026 | | 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 20, 2026 NICOLET BANKSHARES, INC.
By: /s/ H. Phillip Moore, Jr.
H. Phillip Moore, Jr.
Chief Financial Officer

Document

Exhibit 99.1

nicoletbanksharesa08.jpg

FOR IMMEDIATE RELEASE

.

NICOLET BANKSHARES, INC. ANNOUNCES RECORD EARNINGS

•Record net income of $151 million for full year 2025, compared to net income of $124 million for 2024

•Diluted earnings per share of $9.78 for full year 2025, a 21.5% increase over 2024

•RoA of 1.68% and RoTCE (non-GAAP) of 18.53% for full year 2025, with RoE of 12.58%

•Net interest margin of 3.76% for full year 2025, improved 29 bps over 2024

•Exceptional year-over-year core deposit growth of $497 million (7%)

•Solid year-over-year loan growth of $210 million (3%)

Green Bay, Wisconsin, January 20, 2026 - Nicolet Bankshares, Inc. (NYSE: NIC) (“Nicolet”) announced record net income of $151 million and earnings per diluted common share of $9.78 for full year 2025, compared to net income of $124 million and earnings per diluted common share of $8.05 for full year 2024. Net income for fourth quarter 2025 was $40 million and earnings per diluted common share was $2.65, compared to net income of $42 million and earnings per diluted common share of $2.73 for third quarter 2025, and net income of $34 million and earnings per diluted common share of $2.19 for fourth quarter 2024.

“2025 was a defining year for Nicolet. We delivered record earnings and earnings per share while exceeding our targets across nearly every key performance metric. This performance likely places us among the top performing community banks in the country and reflects disciplined execution and a relentless focus on fundamentals,” said Mike Daniels, Chairman, President, and CEO of Nicolet. “Delivering record net income while expanding our net interest margin and growing core deposits reflects the strength of our core community bank franchise and the trust our customers place in us. We believe our model—rooted in community banking and long-term thinking—positions us well for the opportunities ahead in 2026, including welcoming the customers and employees of MidWestOne.”

“We expect to close the transaction with MidWestOne in the first quarter, following receipt of regulatory and shareholder approvals,” Daniels continued. “However, that’s when the real work of the acquisition begins – the melding of two similar cultures and geographies into one. Based on what I’ve seen thus far through the integration planning process, I am more excited by this combination than I ever have been. I have sensed nothing but excitement from the people across MidWestOne, and have little doubt our two teams of employees will come together as one very quickly while we work through the integration process over the next several months to continue to deliver shared success to our three circles - shareholders, customers and employees.”

Balance Sheet Review

At December 31, 2025, period end assets were $9.2 billion, an increase of $156 million from September 30, 2025, mostly higher cash balances related to deposit growth. Total loans decreased $38 million from September 30, 2025, while total deposits of $7.7 billion at December 31, 2025, increased $119 million from September 30, 2025, including a $144 million increase in customer (core) deposits, partly offset by a $25 million decrease in brokered deposits. Total capital was $1.3 billion at December 31, 2025, an increase of $43 million over September 30, 2025, with solid earnings and favorable movements in the securities portfolio market valuation partly offset by the quarterly common stock dividend.

Asset Quality

Nonperforming assets were $32 million and represented 0.35% of total assets at December 31, 2025, compared to 0.31% of total assets at September 30, 2025 and 0.33% of total assets at December 31, 2024. The allowance for credit losses-loans was $69 million and represented 1.01% of total loans at December 31, 2025, compared to $69 million (or 1.00% of total loans) at September 30, 2025, and $66 million (or 1.00% of total loans) at December 31, 2024. Asset quality trends remain solid and loan net charge-offs were negligible.

Income Statement Review - Year

Net income was $151 million for the year ended December 31, 2025, compared to net income of $124 million for the year ended December 31, 2024.

Net interest income was $306 million for the year ended December 31, 2025, $38 million higher than the year ended December 31, 2024, attributable to both favorable rates and favorable volumes. Interest income of $471 million for full year 2025 increased over 2024, mostly due to loan growth, while interest expense decreased $6 million as deposit growth was more than offset by lower overall deposit rates. The net interest margin for full year 2025 was 3.76%, an increase of 29 bps over 3.47% for full year 2024. The yield on interest-earning assets increased 10 bps (to 5.76%), while the cost of interest-bearing liabilities decreased 27 bps (to 2.76%).

Noninterest income of $86 million for full year 2025 increased $3 million over full year 2024, with growth in most core noninterest income categories, partly offset by lower net asset gains (losses). Excluding the net asset gains (losses), noninterest income for full year 2025 increased $6 million over 2024, including $2 million higher wealth management fee income and $2 million higher net mortgage income.

Noninterest expense of $201 million for full year 2025 increased $9 million over full year 2024. Personnel expense increased $7 million, including higher incentives commensurate with record net income as well as annual merit increases between the years. Non-personnel expenses combined increased $2 million mostly from higher occupancy and merger-related expenses, partly offset by lower intangible amortization.

Income Statement Review - Quarter

Net income was $40 million for fourth quarter 2025, compared to net income of $42 million for third quarter 2025.

Net interest income was $81 million for fourth quarter 2025, $2 million higher than third quarter 2025, primarily due to a reduction in average funding costs from recent interest rate cuts. Interest income was minimally changed between the sequential quarters with growth in average earning assets offset by lower rates, while interest expense decreased $2 million. The net interest margin for fourth quarter 2025 was 3.86%, unchanged from third quarter 2025. The yield on interest-earning assets decreased 13 bps (to 5.72%), while the cost of interest-bearing liabilities for fourth quarter 2025 decreased 15 bps (to 2.61%).

Noninterest income of $23 million for fourth quarter 2025 decreased $1 million from third quarter 2025, mostly due to a $0.9 million unfavorable change in net asset gains from equity security market valuations. Excluding the net asset gains, noninterest income for third quarter increased $0.3 million over the prior quarter, primarily due to a $0.6 million increase in wealth income.

Noninterest expense of $53 million for fourth quarter 2025 increased $3 million from third quarter 2025, and was comprised of a $0.8 million increase in personnel expense and a $2.2 million increase in non-personnel related expenses. The increase in non-personnel expenses was mostly due to merger-related expenses.

Declaration of Quarterly Cash Dividend to Shareholders

Nicolet’s Board of Directors has declared a quarterly cash dividend of $0.32 per share to shareholders of its common stock. The dividend will be payable on March 16, 2026, to shareholders of record as of March 2, 2026.

About Nicolet Bankshares, Inc.

Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial, agricultural and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches primarily in Wisconsin, Michigan, and Minnesota. More information can be found at www.nicoletbank.com.

Use of Non-GAAP Financial Measures

This communication contains non-GAAP financial measures, such as non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted common share, tangible book value per common share, return on average tangible common

equity, and tangible common equity to tangible assets. Management believes such measures to be helpful to management, investors and others in understanding Nicolet’s results of operations and financial position. When non-GAAP financial measures are used, the comparable GAAP financial measures, as well as the reconciliation of the non-GAAP measures to the GAAP financial measures, are provided. See “Reconciliation of Non-GAAP Financial Measures (Unaudited)” below. The non-GAAP net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also aid investors in comparing Nicolet’s financial performance to the financial performance of peer banks. Management considers non-GAAP financial ratios to be critical metrics with which to analyze and evaluate financial condition and capital strengths. While non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

This communication contains statements that constitute “forward-looking statements” within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements include, but are not limited to, statements related to the expected timing of the proposed merger between Nicolet and MidWestOne Financial Group, Inc. (“MidWestOne”) and the expected speed of the integration process, and other statements that may not be historical facts. You can identify these forward-looking statements through the use of words such as “anticipate,” “believe,” “assume,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions of the future or otherwise regarding the outlook for Nicolet’s, MidWestOne’s or the combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control or predict. A number of factors could cause actual results and outcomes to differ materially from those contemplated by these forward-looking statements. These factors include, but are not limited to: (1) the risk that integration of MidWestOne’s and Nicolet’s respective businesses will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (2) the parties’ inability to meet expectations regarding the timing of the proposed merger; (3) the failure to obtain the necessary approvals by the shareholders of Nicolet or MidWestOne; (4) the inability of either Nicolet or MidWestOne to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (5), the failure to satisfy other conditions to completion of the proposed merger, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (6) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Nicolet, MidWestOne or the combined company.

All forward-looking statements included in this communication are made as of the date hereof and are based on information available to management at that time. Except as required by law, Nicolet does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Important Information About the Merger and Where to Find It

This communication includes information relating to the proposed merger transaction involving Nicolet and MidWestOne. In connection with the proposed merger, Nicolet has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a joint proxy statement/prospectus and other relevant documents concerning the merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/

PROSPECTUS BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, MIDWESTONE AND THE PROPOSED MERGER. Investors may obtain copies of the joint proxy statement/prospectus and other relevant documents (as they become available) free of charge at the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by Nicolet will be available free of charge on Nicolet’s website at www.nicoletbank.com. Copies of the documents filed with the SEC by MidWestOne will be available free of charge on MidWestOne’s website at www.midwestonefinancial.com/financials/sec-filings.

Participants in Solicitation

Nicolet, MidWestOne, and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Nicolet and the shareholders of MidWestOne in connection with the proposed merger. Information about the directors and executive officers of Nicolet is available in Nicolet’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 18, 2025, and in other documents subsequently filed by Nicolet with the SEC, which can be obtained free of charge through the website maintained by the SEC. Any changes in the holdings of Nicolet’s securities by its directors or executive officers from the amounts described in the Nicolet 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Nicolet 2025 Proxy and are available at the SEC’s website. Information about the directors and executive officers of MidWestOne is available in MidWestOne’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 11, 2025 (the “MidWestOne 2025 Proxy”) and in the MidWestOne Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 and in other documents subsequently filed by MidWestOne with the SEC, which can be obtained free of charge through the website maintained by the SEC. Any changes in the holdings of MidWestOne’s securities by its directors or executive officers from the amounts described in the MidWestOne 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the MidWestOne 2025 Proxy and are available at the SEC’s website. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents to be filed with the SEC.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Nicolet Bankshares, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands, except share data) 12/31/2025 9/30/2025 6/30/2025 3/31/2025 12/31/2024
Assets
Cash and due from banks $ 107,956 $ 94,402 $ 129,607 $ 105,085 $ 115,943
Interest-earning deposits 552,276 379,555 293,031 467,095 420,104
Cash and cash equivalents 660,232 473,957 422,638 572,180 536,047
Securities available for sale, at fair value 859,834 861,534 849,253 838,105 806,415
Other investments 63,247 61,380 59,594 58,627 62,125
Loans held for sale 13,620 11,308 9,955 8,092 7,637
Loans 6,836,345 6,874,711 6,839,141 6,745,598 6,626,584
Allowance for credit losses - loans (68,806) (68,785) (68,408) (67,480) (66,322)
Loans, net 6,767,539 6,805,926 6,770,733 6,678,118 6,560,262
Premises and equipment, net 120,462 121,711 123,723 125,274 126,979
Bank owned life insurance (“BOLI”) 192,498 190,979 189,342 187,902 186,448
Goodwill and other intangibles, net 382,400 383,693 385,107 386,588 388,140
Accrued interest receivable and other assets 125,275 118,942 120,464 120,336 122,742
Total assets $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222 $ 8,796,795
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing demand deposits $ 1,828,928 $ 1,826,453 $ 1,800,335 $ 1,689,129 $ 1,791,228
Interest-bearing deposits 5,901,843 5,785,012 5,741,338 5,883,061 5,612,456
Total deposits 7,730,771 7,611,465 7,541,673 7,572,190 7,403,684
Long-term borrowings 134,860 134,600 134,340 156,563 161,387
Accrued interest payable and other liabilities 61,814 68,405 64,698 63,201 58,826
Total liabilities 7,927,445 7,814,470 7,740,711 7,791,954 7,623,897
Stockholders' Equity:
Common stock 148 148 149 152 154
Additional paid-in capital 583,257 581,815 601,625 630,340 655,540
Retained earnings 697,799 662,252 625,243 594,068 565,772
Accumulated other comprehensive income (loss) (23,542) (29,255) (36,919) (41,292) (48,568)
Total stockholders' equity 1,257,662 1,214,960 1,190,098 1,183,268 1,172,898
Total liabilities and stockholders' equity $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222 $ 8,796,795
Common shares outstanding 14,811,445 14,798,895 14,924,086 15,149,341 15,356,785
Nicolet Bankshares, Inc.
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Consolidated Statements of Income (Unaudited)
For the Three Months Ended For the Years Ended
(In thousands, except per share data) 12/31/2025 9/30/2025 6/30/2025 3/31/2025 12/31/2024 12/31/2025 12/31/2024
Interest income:
Loans, including loan fees $ 106,579 $ 107,930 $ 105,976 $ 100,666 $ 100,605 $ 421,151 $ 393,052
Taxable investment securities 6,294 6,201 6,027 5,560 5,369 24,082 20,193
Tax-exempt investment securities 972 998 1,017 1,049 1,073 4,036 4,558
Other interest income 6,393 5,204 4,618 5,466 5,787 21,681 20,562
Total interest income 120,238 120,333 117,638 112,741 112,834 470,950 438,365
Interest expense:
Deposits 37,622 39,312 40,472 39,465 39,138 156,871 161,574
Short-term borrowings 1 1 2
Long-term borrowings 1,721 1,757 2,057 2,070 2,146 7,605 8,724
Total interest expense 39,344 41,069 42,529 41,535 41,284 164,477 170,300
Net interest income 80,894 79,264 75,109 71,206 71,550 306,473 268,065
Provision for credit losses 750 950 1,050 1,500 1,000 4,250 3,850
Net interest income after provision for credit losses 80,144 78,314 74,059 69,706 70,550 302,223 264,215
Noninterest income:
Wealth management fee income 8,196 7,629 6,811 6,975 7,208 29,611 27,452
Mortgage income, net 3,653 3,568 2,907 1,926 3,326 12,054 10,177
Service charges on deposit accounts 2,016 2,000 1,962 2,025 1,877 8,003 7,184
Card interchange income 3,772 3,752 3,699 3,337 3,541 14,560 13,661
BOLI income 1,857 1,654 1,429 1,420 1,421 6,360 5,448
Asset gains (losses), net 422 1,294 (199) (354) 510 1,163 4,212
Deferred compensation plan asset market valuations 465 972 1,437 45 (192) 2,919 1,198
LSR income, net 644 668 950 1,057 1,064 3,319 4,405
Other noninterest income 2,067 2,082 1,637 1,792 2,103 7,578 8,530
Total noninterest income 23,092 23,619 20,633 18,223 20,858 85,567 82,267
Noninterest expense:
Personnel expense 30,233 29,437 29,114 26,521 26,682 115,305 108,414
Occupancy, equipment and office 9,169 9,028 9,104 9,330 8,685 36,631 35,136
Business development and marketing 2,093 2,223 1,593 2,100 2,325 8,009 8,330
Data processing 4,691 4,671 4,682 4,525 4,668 18,569 17,754
Intangibles amortization 1,293 1,414 1,481 1,552 1,587 5,740 6,876
FDIC assessments 1,033 1,005 1,029 940 990 4,007 4,003
Merger-related expense 1,956 1,956
Other noninterest expense 2,571 2,310 2,916 2,819 3,268 10,616 10,840
Total noninterest expense 53,039 50,088 49,919 47,787 48,205 200,833 191,353
Income before income tax expense 50,197 51,845 44,773 40,142 43,203 186,957 155,129
Income tax expense 9,873 10,110 8,738 7,550 8,723 36,271 31,070
Net income $ 40,324 $ 41,735 $ 36,035 $ 32,592 $ 34,480 $ 150,686 $ 124,059
Earnings per common share:
Basic $ 2.72 $ 2.81 $ 2.40 $ 2.14 $ 2.25 $ 10.06 $ 8.24
Diluted $ 2.65 $ 2.73 $ 2.34 $ 2.08 $ 2.19 $ 9.78 $ 8.05
Common shares outstanding:
Basic weighted average 14,804 14,836 15,029 15,256 15,297 14,980 15,049
Diluted weighted average 15,227 15,303 15,431 15,647 15,710 15,404 15,416
Nicolet Bankshares, Inc.
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Consolidated Financial Summary (Unaudited)
For the Three Months Ended For the Years Ended
(In thousands, except share & per share data) 12/31/2025 9/30/2025 6/30/2025 3/31/2025 12/31/2024 12/31/2025 12/31/2024
Selected Average Balances:
Loans $ 6,858,444 $ 6,843,189 $ 6,833,236 $ 6,710,206 $ 6,581,059 $ 6,811,763 $ 6,505,103
Investment securities 902,147 903,839 900,469 886,010 884,376 898,176 880,876
Interest-earning assets 8,381,031 8,206,651 8,140,178 8,078,997 7,946,309 8,202,556 7,783,884
Cash and cash equivalents 634,751 480,208 423,272 497,865 493,237 509,320 416,109
Goodwill and other intangibles, net 382,956 384,296 385,735 387,260 388,824 385,048 391,343
Total assets 9,163,123 8,984,344 8,909,653 8,849,412 8,716,611 8,977,514 8,544,419
Deposits 7,717,321 7,583,986 7,504,224 7,446,107 7,314,632 7,563,710 7,215,038
Interest-bearing liabilities 5,989,196 5,911,850 5,972,117 5,953,083 5,667,803 5,956,538 5,622,605
Stockholders’ equity (common) 1,234,619 1,194,974 1,183,316 1,178,868 1,163,477 1,198,089 1,100,396
Selected Ratios: (1)
Book value per common share $ 84.91 $ 82.10 $ 79.74 $ 78.11 $ 76.38 $ 84.91 $ 76.38
Tangible book value per common share (2) $ 59.09 $ 56.17 $ 53.94 $ 52.59 $ 51.10 $ 59.09 $ 51.10
Return on average assets 1.75 % 1.84 % 1.62 % 1.49 % 1.57 % 1.68 % 1.45 %
Return on average common equity 12.96 13.86 12.21 11.21 11.79 12.58 11.27
Return on average tangible common equity (2) 18.78 20.42 18.12 16.70 17.71 18.53 17.50
Average equity to average assets 13.47 13.30 13.28 13.32 13.35 13.35 12.88
Stockholders’ equity to assets 13.69 13.46 13.33 13.18 13.33 13.69 13.33
Tangible common equity to tangible assets (2) 9.94 9.61 9.42 9.28 9.33 9.94 9.33
Net interest margin 3.86 3.86 3.72 3.58 3.61 3.76 3.47
Efficiency ratio 51.00 49.10 51.79 52.94 52.17 51.15 54.97
Effective tax rate 19.67 19.50 19.52 18.81 20.19 19.40 20.03
Selected Asset Quality Information:
Nonaccrual loans $ 31,679 $ 27,463 $ 27,735 $ 28,325 $ 28,419 $ 31,679 $ 28,419
Other real estate owned 667 767 881 946 693 667 693
Nonperforming assets $ 32,346 $ 28,230 $ 28,616 $ 29,271 $ 29,112 $ 32,346 $ 29,112
Net loan charge-offs (recoveries) $ 529 $ 573 $ 372 $ 342 $ 363 $ 1,816 $ 1,038
Allowance for credit losses-loans to loans 1.01 % 1.00 % 1.00 % 1.00 % 1.00 % 1.01 % 1.00 %
Net charge-offs to average loans (1) 0.03 0.03 0.02 0.02 0.02 0.03 0.02
Nonperforming loans to total loans 0.46 0.40 0.41 0.42 0.43 0.46 0.43
Nonperforming assets to total assets 0.35 0.31 0.32 0.33 0.33 0.35 0.33
Stock Repurchase Information: (3)
Common stock repurchased ($) $ $ 20,525 $ 29,989 $ 26,047 $ 10,137 $ 76,561 $ 10,137
Common stock repurchased (shares) 155,393 257,402 233,207 92,440 646,002 92,440

(1)Income statement-related ratios for partial-year periods are annualized.

(2)See Reconciliation of Non-GAAP Financial Measures below for a reconciliation of these financial measures.

(3)Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.

Nicolet Bankshares, Inc.
Consolidated Loan & Deposit Metrics (Unaudited)
(In thousands) 12/31/2025 9/30/2025 6/30/2025 3/31/2025 12/31/2024
Period End Loan Composition
Commercial & industrial $ 1,367,522 $ 1,415,841 $ 1,412,621 $ 1,409,320 $ 1,319,763
Owner-occupied commercial real estate (“CRE”) 939,587 947,390 963,278 949,107 940,367
Agricultural 1,415,425 1,378,070 1,346,924 1,329,807 1,322,038
Commercial 3,722,534 3,741,301 3,722,823 3,688,234 3,582,168
CRE investment 1,188,351 1,213,301 1,231,423 1,225,490 1,221,826
Construction & land development 326,638 324,209 298,122 273,007 239,694
Commercial real estate 1,514,989 1,537,510 1,529,545 1,498,497 1,461,520
Commercial-based loans 5,237,523 5,278,811 5,252,368 5,186,731 5,043,688
Residential construction 95,268 92,325 88,152 91,321 96,110
Residential first mortgage 1,193,683 1,199,512 1,205,841 1,194,116 1,196,158
Residential junior mortgage 268,188 260,167 249,406 235,096 234,634
Residential real estate 1,557,139 1,552,004 1,543,399 1,520,533 1,526,902
Retail & other 41,683 43,896 43,374 38,334 55,994
Retail-based loans 1,598,822 1,595,900 1,586,773 1,558,867 1,582,896
Total loans $ 6,836,345 $ 6,874,711 $ 6,839,141 $ 6,745,598 $ 6,626,584
Period End Deposit Composition
Noninterest-bearing demand $ 1,828,928 $ 1,826,453 $ 1,800,335 $ 1,689,129 $ 1,791,228
Interest-bearing demand 1,263,276 1,104,552 1,266,507 1,239,075 1,168,560
Money market 2,056,550 2,044,055 1,900,639 1,988,648 1,942,367
Savings 834,520 825,683 805,300 794,223 774,707
Time 1,747,497 1,810,722 1,768,892 1,861,115 1,726,822
Total deposits $ 7,730,771 $ 7,611,465 $ 7,541,673 $ 7,572,190 $ 7,403,684
Brokered transaction accounts $ 175,776 $ 160,706 $ 307,527 $ 249,537 $ 163,580
Brokered time deposits 405,050 444,683 450,948 607,725 586,852
Total brokered deposits $ 580,826 $ 605,389 $ 758,475 $ 857,262 $ 750,432
Customer transaction accounts $ 5,807,498 $ 5,640,037 $ 5,465,254 $ 5,461,538 $ 5,513,282
Customer time deposits 1,342,447 1,366,039 1,317,944 1,253,390 1,139,970
Total customer deposits (core) $ 7,149,945 $ 7,006,076 $ 6,783,198 $ 6,714,928 $ 6,653,252
Nicolet Bankshares, Inc.
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Net Interest Income and Net Interest Margin Analysis (Unaudited)
For the Three Months Ended
December 31, 2025 September 30, 2025 December 31, 2024
Average Average Average Average Average Average
(In thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
ASSETS
Total loans (1) (2) $ 6,858,444 $ 106,696 6.18 % $ 6,843,189 $ 108,042 6.27 % $ 6,581,059 $ 100,759 6.10 %
Investment securities (2) 902,147 7,578 3.36 % 903,839 7,519 3.33 % 884,376 6,795 3.07 %
Other interest-earning assets 620,440 6,393 4.09 % 459,623 5,204 4.50 % 480,874 5,787 4.79 %
Total interest-earning assets 8,381,031 $ 120,667 5.72 % 8,206,651 $ 120,765 5.85 % 7,946,309 $ 113,341 5.68 %
Other assets, net 782,092 777,693 770,302
Total assets $ 9,163,123 $ 8,984,344 $ 8,716,611
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing core deposits $ 5,262,553 $ 31,383 2.37 % $ 5,118,886 $ 32,329 2.51 % $ 4,783,675 $ 30,754 2.56 %
Brokered deposits 591,795 6,239 4.18 % 658,491 6,983 4.21 % 722,827 8,384 4.61 %
Total interest-bearing deposits 5,854,348 37,622 2.55 % 5,777,377 39,312 2.70 % 5,506,502 39,138 2.83 %
Wholesale funding 134,848 1,722 5.07 % 134,473 1,757 5.18 % 161,301 2,146 5.29 %
Total interest-bearing liabilities 5,989,196 $ 39,344 2.61 % 5,911,850 $ 41,069 2.76 % 5,667,803 $ 41,284 2.90 %
Noninterest-bearing demand deposits 1,862,973 1,806,609 1,808,130
Other liabilities 76,335 70,911 77,201
Stockholders' equity 1,234,619 1,194,974 1,163,477
Total liabilities and stockholders' equity $ 9,163,123 $ 8,984,344 $ 8,716,611
Net interest income and rate spread $ 81,323 3.11 % $ 79,696 3.09 % $ 72,057 2.78 %
Net interest margin 3.86 % 3.86 % 3.61 %
Loan purchase accounting accretion (3) $ 934 0.04 % $ 1,375 0.07 % $ 1,475 0.07 %
Loan nonaccrual interest (3) $ (383) (0.02) % $ (346) (0.02) % $ (458) (0.02) %
For the Years Ended
December 31, 2025 December 31, 2024
Average Average Average Average
(In thousands) Balance Interest Rate Balance Interest Rate
ASSETS
Total loans (1) (2) $ 6,811,763 $ 421,645 6.19 % $ 6,505,103 $ 393,551 6.05 %
Investment securities (2) 898,176 29,419 3.28 % 880,876 26,237 2.98 %
Other interest-earning assets 492,617 21,681 4.40 % 397,905 20,562 5.17 %
Total interest-earning assets 8,202,556 $ 472,745 5.76 % 7,783,884 $ 440,350 5.66 %
Other assets, net 774,958 760,535
Total assets $ 8,977,514 $ 8,544,419
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing core deposits $ 5,096,949 $ 126,172 2.48 % $ 4,709,494 $ 126,675 2.69 %
Brokered deposits 713,188 30,699 4.30 % 750,499 34,899 4.65 %
Total interest-bearing deposits 5,810,137 156,871 2.70 % 5,459,993 161,574 2.96 %
Wholesale funding 146,401 7,606 5.20 % 162,612 8,726 5.37 %
Total interest-bearing liabilities 5,956,538 $ 164,477 2.76 % 5,622,605 $ 170,300 3.03 %
Noninterest-bearing demand deposits 1,753,573 1,755,045
Other liabilities 69,314 66,373
Stockholders' equity 1,198,089 1,100,396
Total liabilities and stockholders' equity $ 8,977,514 $ 8,544,419
Net interest income and rate spread $ 308,268 3.00 % $ 270,050 2.63 %
Net interest margin 3.76 % 3.47 %
Loan purchase accounting accretion (3) $ 5,259 0.06 % $ 6,057 0.08 %
Loan nonaccrual interest (3) $ (1,059) (0.01) % $ (419) (0.01) %

(1) Nonaccrual loans and loans held for sale are included in the daily average loan balances outstanding.

(2) The yield on tax-exempt loans and tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 21%, and adjusted for the disallowance of interest expense.

(3) Loan purchase accounting accretion and Loan nonaccrual interest included in Total loans interest above, and the related impact to net interest margin.

Nicolet Bankshares, Inc.
Reconciliation of Non-GAAP Financial Measures (Unaudited)
For the Three Months Ended For the Years Ended
(In thousands, except per share data) 12/31/2025 9/30/2025 6/30/2025 3/31/2025 12/31/2024 12/31/2025 12/31/2024
Adjusted net income reconciliation: (1)
Net income (GAAP) $ 40,324 $ 41,735 $ 36,035 $ 32,592 $ 34,480 $ 150,686 $ 124,059
Adjustments:
Assets (gains) losses, net (2) (422) (1,294) 199 354 (510) (1,163) (4,212)
Merger-related expense 1,956 1,956
Adjustments subtotal 1,534 (1,294) 199 354 (510) 793 (4,212)
Tax on Adjustments (3) 299 (252) 39 69 (99) 155 (821)
Adjusted net income (Non-GAAP) $ 41,559 $ 40,693 $ 36,195 $ 32,877 $ 34,069 $ 151,324 $ 120,668
Diluted earnings per common share:
Diluted earnings per common share (GAAP) $ 2.65 $ 2.73 $ 2.34 $ 2.08 $ 2.19 $ 9.78 $ 8.05
Adjusted Diluted earnings per common share (Non-GAAP) $ 2.73 $ 2.66 $ 2.35 $ 2.10 $ 2.17 $ 9.82 $ 7.83
Tangible assets: (4)
Total assets $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222 $ 8,796,795
Goodwill and other intangibles, net 382,400 383,693 385,107 386,588 388,140
Tangible assets $ 8,802,707 $ 8,645,737 $ 8,545,702 $ 8,588,634 $ 8,408,655
Tangible common equity: (4)
Stockholders’ equity (common) $ 1,257,662 $ 1,214,960 $ 1,190,098 $ 1,183,268 $ 1,172,898
Goodwill and other intangibles, net 382,400 383,693 385,107 386,588 388,140
Tangible common equity $ 875,262 $ 831,267 $ 804,991 $ 796,680 $ 784,758
Tangible average common equity: (4)
Average stockholders’ equity (common) $ 1,234,619 $ 1,194,974 $ 1,183,316 $ 1,178,868 $ 1,163,477 $ 1,198,089 $ 1,100,396
Average goodwill and other intangibles, net 382,956 384,296 385,735 387,260 388,824 385,048 391,343
Average tangible common equity $ 851,663 $ 810,678 $ 797,581 $ 791,608 $ 774,653 $ 813,041 $ 709,053

Note: Numbers may not sum due to rounding.

(1)The adjusted net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also to aid investors in the comparison of Nicolet’s financial performance to the financial performance of peer banks.

(2)Includes the gains / (losses) on other assets and investments.

(3)Assumes an effective tax rate of 19.5%.

(4)The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets exclude goodwill and other intangibles, net. These financial ratios have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.

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