Business Context and Reporting Period
This Form 8-K is a current report filed by Nicolet Bankshares, Inc. on December 22, 2025. The filing addresses a correction to the joint proxy statement-prospectus previously submitted to the SEC regarding the contemplated merger between Nicolet and MidWest One Financial Group, Inc. The report specifically corrects a calculation error in the "Golden Parachute Compensation" table for MidWest One's named executive officers.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for Nicolet Bankshares or MidWest One. The only financial data presented relates to estimated merger-related compensation for MidWest One executives.
| Executive Officer | Cash Compensation | Equity Compensation | Perquisites/Benefits | Total Estimated Compensation |
|---|---|---|---|---|
| Charles N. Reeves III | $5,025,058 | $1,424,688 | $40,000 | $6,489,746 |
| Len D. Devaisher | $1,390,312 | $865,265 | $29,000 | $2,284,577 |
| Barry S. Ray | $1,156,086 | $813,162 | $28,000 | $1,997,248 |
| Paul A. Ho-Sing-Loy | $812,886 | $193,596 | $40,000 | $1,046,482 |
| Gary L. Sims | $878,756 | $493,029 | $39,000 | $1,410,785 |
Material Changes
The primary material change disclosed is the correction of the "Total" column in the Golden Parachute Compensation table found on page 74 of the joint proxy statement-prospectus. The filing clarifies that while the first three columns (Cash, Equity, Perquisites) were accurate, the previously reported totals did not accurately reflect the sum of those columns. The table above reflects the corrected figures.
Guidance, Outlook, and Risks
Merger Assumptions: The compensation figures are estimates based on specific assumptions, including a merger closing date of February 13, 2026, and a share price of $37.65 (the average closing price over the first five business days following the October 23, 2025 announcement).
Compensation Triggers:
- Single Trigger: Benefits arising solely from the merger completion (e.g., accelerated equity vesting).
- Double Trigger: Benefits requiring both merger completion and a qualifying termination of employment (e.g., cash severance, COBRA coverage).
Risks and Contingencies:
- Compensation amounts are subject to potential reductions under Section 4999 of the Internal Revenue Code.
- Double-trigger benefits are contingent on executives signing and not revoking a release of claims.
- The filing explicitly states it is not an offer to sell securities or a solicitation of a vote.
Investor Verification Checklist
- Review the Joint Proxy Statement: Investors are urged to read the definitive joint proxy statement-prospectus (Form S-4) for comprehensive details on the merger terms and risks.
- Verify Compensation Assumptions: Confirm the assumptions regarding the merger closing date and share price used to calculate executive payouts.
- Check for Section 4999 Impact: Assess how potential excise tax reductions might affect the final compensation amounts for named executives.
- Monitor Regulatory Filings: Review subsequent filings for any updates to the merger timeline or changes in executive ownership (Forms 3 and 4).