MidWestOne Financial Group Announces Executive and Board Changes

Midwestone Financial Group, Inc. 8-K Filing Summary
FieldDetail
CompanyMidwestone Financial Group, Inc.
Form Type8-K
Filed DateOct 23, 2025
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$1.00, $864 m, $41.37, $130.31, $35,000,000
Sentimentneutral

Sentiment: neutral

Topics: management-change, board-composition

TL;DR

MidWestOne Financial Group shakes up execs and board on Oct 23, 2025.

AI Summary

MidWestOne Financial Group, Inc. announced on October 23, 2025, several key executive and board changes. The company reported the departure of certain officers and directors, the election of new directors, and adjustments to compensatory arrangements for certain officers. These changes are effective as of October 23, 2025.

Why It Matters

Changes in executive and board leadership can signal shifts in company strategy, operational focus, or financial direction, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and stability.

Key Players & Entities

  • MidWestOne Financial Group, Inc. (company) — Registrant
  • October 23, 2025 (date) — Effective date of reported events

FAQ

Who are the specific officers and directors departing from MidWestOne Financial Group, Inc.?

The filing indicates the departure of 'certain officers' and 'certain directors' but does not name them specifically in the provided text.

Who are the newly elected directors of MidWestOne Financial Group, Inc.?

The filing states that directors have been elected, but their names are not specified in the provided text.

What are the details of the compensatory arrangements for the officers?

The filing mentions adjustments to 'Compensatory Arrangements of Certain Officers' but does not provide specific details or dollar amounts in the provided text.

What is the primary reason cited for these executive and board changes?

The filing does not explicitly state the reasons for the departures, elections, or appointments in the provided text.

When were these changes officially reported by MidWestOne Financial Group, Inc.?

The Form 8-K was filed on October 23, 2025, reporting these changes as of the same date.

Filing Stats: 4,150 words · 17 min read · ~14 pages · Grade level 19.1 · Accepted 2025-10-23 16:31:14

Key Financial Figures

  • $1.00 — nge on which registered Common stock, $1.00 par value MOFG The Nasdaq Stock Mar
  • $864 m — r consideration valued at approximately $864 million, or $41.37 per share, based on Ni
  • $41.37 — alued at approximately $864 million, or $41.37 per share, based on Nicolet's closing s
  • $130.31 — sed on Nicolet's closing stock price of $130.31 as of October 22, 2025. Upon completion
  • $35,000,000 — other party a termination fee equal to $35,000,000 in the event (i) either party terminate
  • $2,000,000 — time transaction bonus in the amount of $2,000,000, less applicable withholdings, payable

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On October 23, 2025, MidWest One Financial Group, Inc. ("MidWest One ") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Nicolet Bankshares, Inc. ("Nicolet"), pursuant to which MidWest One will merge with and into Nicolet (the "Merger"). Immediately following the Merger, and subject to the occurrence of the Merger, MidWest One 's wholly-owned subsidiary bank, MidWest One Bank, will merge with and into Nicolet National Bank, Nicolet's wholly-owned subsidiary bank. Merger Consideration: Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Nicolet will exchange shares of its common stock for all of the outstanding shares of MidWest One common stock, in an all-stock transaction. MidWest One shareholders will be entitled to receive 0.3175 of a share of Nicolet common stock for each share of MidWest One common stock they own upon the effective time of the Merger (the "Effective Time"), for aggregate merger consideration valued at approximately $864 million, or $41.37 per share, based on Nicolet's closing stock price of $130.31 as of October 22, 2025. Upon completion of the Merger, the shares issued to MidWest One shareholders are expected to comprise 30% of the outstanding shares of the combined company. At the Effective Time, each then-outstanding award of restricted stock units with respect to shares of MidWest One common stock ("MidWest One RSU Award") will be deemed fully vested, canceled and converted into the right to receive a number of shares of Nicolet common stock equal to the product of (i) the number of shares of MidWest One common stock subject to such MidWest One RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. At the Effective Time, each then-outstanding performance restricted stock unit award with respect to shares of MidWest One common stock (a "MidWest One PSU Award") will be deemed fully vested,

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 23, 2025, in connection with the approval of the Merger Agreement, the Board approved a special, one-time transaction bonus in the amount of $2,000,000, less applicable withholdings, payable upon consummation of the Merger, or such earlier time as determined in the sole discretion of the Board, to Chip Reeves, MidWest One 's Chief Executive Officer, in recognition of his exemplary service to MidWest One and MidWest One Bank. Mr. Reeves agreed to an extension of the noncompete in his existing employment agreement with MidWest One for an additional six months, as a condition to receipt of the transaction bonus.

01

Item 7.01 Regulation FD Disclosure. On October 23, 2025, Nicolet and MidWest One jointly issued a joint press release announcing the signing of the Merger Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with the announcement of the Merger Agreement, Nicolet and MidWest One intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information contained in Item 7.01, including Exhibits 99.1 and 99.2, furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements "Safe Harbor"

Forward Looking Statements "Safe Harbor" This communication contains statements that constitute "forward-looking statements" within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements include, but are not limited to, statements about the benefits of the proposed merger between Nicolet and MidWest One , including future financial and operating results (including the anticipated impact of the proposed transaction on Nicolet's and MidWest One 's respective earnings and tangible book value), statements related to the expected timing of the completion of the proposed transaction, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as "anticipate," "believe," "assume," "aim," "can," "conclude," "continue," "could," "estimate," "expect," "foresee," "goal," "intend," "may," "might," "outlook," "possible," "plan," "predict," "project," "potential," "seek," "should," "target," "will," "will likely," "would," or the negative of these terms or other comparable terminology, as well as similar expressions of the future or otherwise regarding the outlook for Nicolet's, MidWest One's or combined company's future businesses and financial performance and/or the performance of the banking industry and economy in general. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control or predict. A number of factors could cause act

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger by and between Nicolet Bankshares, Inc. and MidWest One Financial Group, Inc. dated October 23, 2025 99.1 Joint Press Release, dated October 23, 2025 99.2 Joint Investor Presentation, dated October 23, 2025 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

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: October 23, 2025 MIDWEST ONE FINANCIAL GROUP, INC. By: /s/ Barry S. Ray Barry S. Ray Chief Financial Officer

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