8-K

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): August 26, 2022

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

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:

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.  ☐

Effective immediately upon the consummation of the Merger on August 26, 2022, and in accordance with the terms of the Merger Agreement, the Nicolet Board of Directors increased the size of the board by one member and appointed Brenda L. Johnson, Chairperson of Charter, to fill the vacancy created by this increase.

Ms. Johnson was not selected as a director of Nicolet pursuant to any other arrangement or understanding with any other persons. Ms. Johnson is party to a transaction that is reportable as a related party transaction under Item 404(a) of the Securities and Exchange Commission Regulation S-K. Nicolet assumed a lease for a Charter administrative location in a facility owned by an entity for which Ms. Johnson is a 50.31% owner. The estimated total rent expense for this location is approximately $550,000 for the remaining lease term (from the acquisition of Charter to the current lease maturity in 2026), with an initial annual rent expense of approximately $146,000 and including annual rent increases.

On August 26, 2022, Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) completed its merger (the “Merger”) with Charter Bankshares, Inc. (“Charter”), pursuant to the terms of the Agreement and Plan of Merger, dated March 29, 2022, by and between Nicolet and Charter (the “Merger Agreement”). At closing, Charter merged with and into Nicolet, with Nicolet surviving the Merger. Immediately following the Merger, Charter’s wholly owned bank subsidiary, Charter 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 (the “Bank Plan of Merger”) by and between the Bank and Charter Bank (the “Bank Merger”).

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 Charter common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 15.458 shares of Nicolet common stock and $475.00 in cash.

As a result of the Merger, Nicolet issued approximately 1.26 million shares of Nicolet common stock, valued at $79.23 per share based on the closing price of Nicolet’s common stock on the New York Stock Exchange on August 25, 2022, the last trading day prior to the consummation of the Merger, and paid approximately $39 million in cash. The total value of the merger consideration was approximately $139 million.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K and is incorporated herein by reference.

On August 30, 2022, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 | | --- | --- || Exhibit No. | Description of Exhibit | | --- | --- | | 2.1 | Agreement and Plan of Merger By and Between Nicolet Bankshares, Inc. and Charter Bankshares, Inc. (incorporated by reference to the Current Report on Form 8-K filed by Nicolet on March 30, 2022) | | 99.1 | Press Release, dated August 30, 2022 | | 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.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Nicolet Bankshares, Inc. Completes Merger with Charter Bankshares, Inc.

GREEN BAY, WI, August 30, 2022 – Nicolet Bankshares, Inc. (NYSE: NIC) (“Nicolet”) completed its merger with Charter Bankshares, Inc., (“Charter”), as a result of which, Charter merged with and into Nicolet, with Nicolet being the surviving corporation. Immediately following the merger, Charter’s wholly owned bank subsidiary, Charter Bank, was merged with and into Nicolet National Bank.

Based on initial financial data, the addition of Charter added approximately $1.1 billion in assets to increase Nicolet’s total assets to approximately $8.5 billion. Total loans of the combined company will increase to approximately $5.8 billion and total deposits will increase to approximately $7.2 billion.

The systems integration was completed, and the four branches of Charter Bank opened as Nicolet National Bank branches, expanding Nicolet’s presence to Western Wisconsin and Minnesota.

Mike Daniels, President and CEO of Nicolet, said, “Our team has worked hard to ensure that a complicated project plan turned into a smooth integration for our customers and the communities. What is important now is turning the promise of this merger into tangible actions that show what a good community bank can do. We will trust the people who are closest to our customers to do just that.”

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 and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches in Wisconsin, Michigan, and Minnesota. More information can be found at www.nicoletbank.com.

Investor Relations & Media Contacts:

Mike Daniels, President and CEO

Jeff Gahnz, VP-Marketing and Public Relations

Phone: 920-430-1400

Email: mdaniels@nicoletbank.com or jgahnz@nicoletbank.com