NIC 8-K
Nicolet Bankshares Inc (NIC)
8-K
2026-02-20
For: 2026-02-13
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): February 13, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||
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 2.01 | Completion of Acquisition or Disposition of Assets. | ||||
Effective February 13, 2026 , Nicolet Bankshares, Inc. (“Nicolet” or the “Company”) completed its previously announced merger (the “Merger”) with MidWestOne Financial Group, Inc. (“MidWestOne”), pursuant to the terms of the Agreement and Plan of Merger, dated October 23, 2025, by and between Nicolet and MidWestOne (the “Merger Agreement”). At closing, MidWestOne merged with and into Nicolet, with Nicolet surviving the Merger. Immediately following the Merger, MidWestOne’s wholly owned bank subsidiary, MidWestOne Bank, merged with and into Nicolet’s wholly owned bank subsidiary, Nicolet National Bank (the “Bank”) pursuant to the terms of a Plan of Merger by and between the Bank and MidWestOne Bank. Item 1.01 of the Current Report on Form 8-K dated October 23, 2025, and filed by Nicolet with the U.S. Securities and Exchange Commission on October 23, 2025 (the “Prior Form 8-K”) reporting the entry into the Merger Agreement is incorporated by reference.
Pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of MidWestOne common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.3175 shares of Nicolet common stock.
As a result of the Merger, Nicolet issued approximately 6.6 million shares of Nicolet common stock, valued at $155.19 per share based on the closing stock price of Nicolet’s common stock on the New York Stock Exchange on February 13, 2026.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
At the Effective Time of the Merger, and in accordance with the terms of the Merger Agreement, the Nicolet Board of Directors was set at twelve members, consisting of eight individuals selected by Nicolet from the directors of Nicolet immediately prior to the Effective Time, and four individuals selected by Nicolet from the directors of MidWestOne immediately prior to the Effective Time. The eight Nicolet directors selected are as follows: Michael E. Daniels, Robert B. Atwell, John N. Dykema, Donald J. Long, Jr., Oliver Pierce Smith, Susan L. Merkatoris, Glen E. Tellock, and Robert J. Weyers. The four former directors of MidWestOne selected are as follows: Tracy S. McCormick, Carl J. Chaney, Janet E. Godwin, and Matthew J. Hayek.
Ms. McCormick, Mr. Chaney, Ms. Godwin, and Mr. Hayek were not selected as directors of Nicolet pursuant to any other arrangement or understanding with any other persons. Ms. McCormick is expected to serve on Nicolet’s Audit Committee and Nicolet’s Nominating and Corporate Governance Committee, Mr. Chaney is expected to serve on Nicolet’s Nominating and Corporate Governance Committee, and Ms. Godwin is expected to serve on Nicolet’s Audit Committee. Each of the new directors will receive compensation consistent with other non-employee directors, as described in Nicolet’s Proxy Statement.
At the Effective Time of the Merger, and in accordance with the terms of the Merger Agreement, Marcia M. Anderson, Hector Colon, Lynn D. Davis, Christopher J. Ghidorzi, Andrew F. Hetzel, Jr., Brenda L. Johnson, and Dustin J. McClone ceased to be directors of Nicolet. These individuals each ceased to be directors of Nicolet due solely to the terms of the Merger Agreement. Nicolet thanks each of these directors for their service to Nicolet over the last several years.
| Item 7.01 | Regulation FD Disclosure. | ||||
On February 17, 2026, Nicolet issued a press release announcing the completion of the Merger, a copy of which 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 9.01 | Financial Statements and Exhibits. | ||||
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of MidWestOne as of and for the years ended December 31, 2024 and December 31, 2023, and the accompanying notes thereto, were incorporated by reference in Nicolet’s registration statement on Form S-4/A (File No. 333-291780), filed with the Commission on December 17, 2025 (the “Amended Registration Statement”) from MidWestOne’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025; and are incorporated herein by reference.
The unaudited consolidated financial statements of MidWestOne as of and for the nine months ended September 30, 2025, and the accompanying notes thereto, were incorporated by reference in Nicolet’s Amended Registration Statement from MidWestOne’s Quarterly Report on Form 10-Q for the quarterly period September 30, 2025, filed with the SEC on November 5, 2025; and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of Nicolet as of September 30, 2025, giving effect to the Merger as if it had occurred on September 30, 2025, and the unaudited pro forma condensed combined statements of income of Nicolet for the nine months ended September 30, 2025 and the year ended December 31, 2024, in each case giving effect to the Merger as if it had been completed on January 1, 2024, and the accompanying notes thereto, were included in Nicolet’s Amended Registration Statement beginning on page 11 and are incorporated herein by reference.
| Exhibit No. | Description of Exhibit | |||||||
| 2.1 | Agreement and Plan of Merger by and between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc. (incorporated by reference to the Prior Form 8-K) | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 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: | February 19, 2026 | NICOLET BANKSHARES, INC. | ||||||||||||
| By: | /s/ H. Phillip Moore, Jr. | |||||||||||||
| H. Phillip Moore, Jr. | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Current Report on Form 8-K of Nicolet Bankshares, Inc. of our reports dated March 11, 2025, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting of MidWestOne Financial Group, Inc., appearing in the Annual Report on Form 10-K of MidWestOne Financial Group, Inc. for the year ended December 31, 2024.
/s/ RSM US LLP
Des Moines, Iowa
February 19, 2026
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nicolet Bankshares, Inc. Completes Merger with MidWestOne Financial Group, Inc.
GREEN BAY, WI, February 17, 2026– Nicolet Bankshares, Inc. (NYSE: NIC) (“Nicolet”) completed its merger with MidWestOne Financial Group, Inc., (“MidWestOne”), as a result of which, MidWestOne merged with and into Nicolet, with Nicolet being the surviving corporation. MidWestOne Bank will operate as a division of Nicolet National Bank until the planned system conversion in August 2026. At that time, all 50+ MidWestOne locations will transition to the Nicolet brand and digital banking platform, expanding Nicolet’s presence in Iowa, the Twin Cities, Western Wisconsin, and Denver.
Based on initial financial data, the addition of MidWestOne added approximately $6 billion in assets to increase Nicolet’s total assets to approximately $15 billion. Total loans of the combined company will increase to approximately $11 billion and total deposits will increase to approximately $13 billion.
Mike Daniels, Chairman, President, and CEO of Nicolet, said, “The completion of this merger represents an important milestone in Nicolet’s disciplined growth strategy. MidWestOne is a strong cultural and strategic fit, and this combination enhances our ability to serve customers across our expanded footprint while maintaining the local decision making that defines our model of shared success.”
Following the closing, four members of MidWestOne’s former Board of Directors (Tracy McCormick, Carl Chaney, Janet Godwin, and Matthew Hayek) will join eight existing members of Nicolet’s and Nicolet National Bank’s Board of Directors (Mr. Daniels, Robert Atwell, John Dykema, Donald Long, Jr., Pierce Smith, Susan Merkatoris, Glen Tellock, and Robert Weyers).
ABOUT NICOLET BANKSHARES, INC. Nicolet Bankshares, Inc. is a 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, Minnesota, and Iowa. More information can be found at www.nicoletbank.com.
Investor Relations & Media Contacts:
| Nicolet: | Mike Daniels, Chairman, President & CEO | |||||||
| Jeff Gahnz, SVP-Marketing & Public Relations | ||||||||
| Phone: 920.430.1400 | ||||||||
| Email: [email protected] | ||||||||
| Email: [email protected] | ||||||||
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