NICOLET BANKSHARES INC 8-K

What Happened

• Nicolet Bankshares, Inc. announced that its shareholders approved the merger agreement to combine with MidWestOne Financial Group, Inc.; votes for the merger were 10,229,249 for, 48,210 against, 18,945 abstentions, with 1,257,200 broker non-votes. The company also won shareholder approval to amend its Articles to increase authorized common shares from 30,000,000 to 60,000,000.
• On January 20, 2026, Nicolet’s Compensation Committee granted an aggregate 101,000 restricted stock units (RSUs) to members of the executive and senior management teams tied to the MidWestOne integration, with a grant-date value of $13 million to be recognized over the three-year performance/vesting period ending December 31, 2028.
• The Board approved a $60 million increase to the common stock repurchase authorization; as of December 31, 2025, about $19 million remained available under the prior authorization. Nicolet said it received all required regulatory approvals as of January 22, 2026 and expects to complete the MidWestOne merger on February 13, 2026, if closing conditions are satisfied.

Key Details

• RSU grants: total 101,000 units; aggregate grant-date value $13 million; recognized over 2026–2028.
  • Michael E. Daniels: 20,000 RSUs.
  • H. Phillip Moore, Jr.; Eric J. Witczak; Brad V. Hutjens; William M. Bohn: 10,000 RSUs each.
  • Vesting: 1/3 at closing, 1/3 for above-average peer-bank ROAA percentile over the 3-year period ending 12/31/2028, final 1/3 for cumulative EPS target over the same period.
• Shareholder votes:
  • Merger (Proposal 1): For 10,229,249; Against 48,210; Abstain 18,945; Broker Non-Votes 1,257,200.
  • Adjournment (Proposal 2): For 10,099,561; Against 173,450; Abstain 23,393; Broker Non-Votes 1,257,200 (adjournment not needed).
  • Increase authorized shares (Proposal 3): For 11,240,298; Against 267,339; Abstain 45,967.
• Timing and approvals: All regulatory approvals for the MidWestOne Merger and the Bank Merger were received by January 22, 2026; expected closing date is February 13, 2026, subject to remaining closing conditions.

Why It Matters

• The shareholder approval clears a key regulatory and corporate hurdle for the merger with MidWestOne and authorizes issuance of additional Nicolet shares, enabling the transaction to proceed and increasing the company’s authorized share cap to 60 million.
• The $13M in performance-based RSUs ties senior managers’ compensation to merger integration success, ROAA relative performance, and cumulative EPS through 2028—factors that will affect future reported compensation expense and could influence post-merger performance.
• The Board’s $60M repurchase authorization increase gives Nicolet flexibility to repurchase stock, which can offset share issuance impacts and influence capital allocation after the merger closes.