Business Context and Reporting Period
This Form 8-K, filed on February 19, 2026, reports events occurring on February 13, 2026. Nicolet Bankshares, Inc. (Nicolet) completed its previously announced merger with MidWest One Financial Group, Inc. (MidWest One). MidWest One merged into Nicolet, and MidWest One Bank merged into Nicolet National Bank.
Key Financial Metrics and Transaction Details
- Consideration: Each share of MidWest One common stock was converted into 0.3175 shares of Nicolet common stock.
- Shares Issued: Approximately 6.6 million shares of Nicolet common stock were issued.
- Valuation: The issued shares were valued at $155.19 per share, based on Nicolet's closing stock price on the New York Stock Exchange on February 13, 2026.
- Financial Statements: The filing incorporates by reference MidWest One's audited financial statements for years ended December 31, 2024 and 2023, and unaudited statements for the nine months ended September 30, 2025. Pro forma financial information is also incorporated by reference.
The filing text does not provide specific values for Nicolet's standalone revenue, profit, cash flow, margins, debt, or liquidity for the reporting period, as this is a transaction completion report rather than a periodic financial report.
Material Changes
The primary material change is the consolidation of MidWest One into Nicolet, resulting in an increase in Nicolet's outstanding share count by approximately 6.6 million shares. The transaction alters the capital structure and asset base of the combined entity, though specific post-merger balance sheet totals are not detailed in this text.
Management Commentary, Governance, and Risks
Board of Directors Changes
Effective at the time of the merger, the Nicolet Board of Directors was set at twelve members:
- Continuing/Selected Nicolet Directors (8): 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.
- Selected MidWest One Directors (4): Tracy S. McCormick, Carl J. Chaney, Janet E. Godwin, and Matthew J. Hayek.
- Departing Directors (7): 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 solely due to the Merger Agreement terms.
New directors will receive compensation consistent with other non-employee directors. Specific committee assignments were noted for Ms. McCormick (Audit, Nominating and Corporate Governance), Mr. Chaney (Nominating and Corporate Governance), and Ms. Godwin (Audit).
Regulation FD Disclosure
A press release announcing the completion of the merger was issued on February 17, 2026, and is furnished as Exhibit 99.1.
Investor Verification Checklist
- Verify the exact number of shares issued (approx. 6.6 million) and the final exchange ratio (0.3175) in the definitive Merger Agreement.
- Review the incorporated pro forma financial information (referenced from the Amended Registration Statement) to assess the combined entity's financial position as of September 30, 2025.
- Confirm the integration timeline and any potential synergies or costs associated with merging MidWest One Bank into Nicolet National Bank.
- Examine the full text of the press release (Exhibit 99.1) for additional management commentary on the strategic rationale.