8-K
NICOLET BANKSHARES INC (NIC)
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): May 4, 2022
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) | (I.R.S. Employer<br>Identification Number) |
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 | NCBS | The NASDAQ Stock Market LLC |
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On May 4, 2022, Nicolet Bankshares, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s common stock, $0.01 par value (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Common Stock on Nasdaq will end at market close on May 23, 2022, and that trading will commence on the NYSE at market open on May 24, 2022.
The Common Stock has been authorized for listing on the NYSE, where it will trade under the stock symbol “NIC”.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 9, 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 | | --- | --- | | 99.1 | Press Release, dated May 9, 2022 (furnished only) | | 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: | May 9, 2022 | NICOLET BANKSHARES, INC. | |
|---|---|---|---|
| By: | /s/ H. Phillip Moore, Jr. | ||
| H. Phillip Moore, Jr. | |||
| Chief Financial Officer |
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nicolet Bankshares, Inc. Announces Transfer of Common Stock
listing to the New York Stock Exchange
GREEN BAY, WI, May 9, 2022 – Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet” or the “Company”) today announced that it is transferring the listing of its common stock to the New York Stock Exchange (“NYSE”) from The Nasdaq Stock Market LLC (“Nasdaq”). The Company’s common stock is expected to begin trading on the NYSE on May 24, 2022, under the ticker symbol of “NIC”. Nicolet will continue to trade its common stock on Nasdaq until the close of the market on May 23, 2022.
“Nicolet is pleased to join the NYSE alongside many of the world’s most established and well-regarded companies,” said Mike Daniels, President and CEO of Nicolet. “As excited as we are about this new partnership, our focus remains steadfast on serving our customers, communities, and employees, with the results of that service being the return to shareholders.”
“We are excited to welcome Nicolet, one of the country’s prominent community banks, as it joins the NYSE’s own community of icons and disruptors,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.
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 Northeast and Central Wisconsin, the upper peninsula of Michigan, and Northern Michigan. More information can be found at www.nicoletbank.com.