Midwestone Financial Group (MOFG) Proxy Filing summary

Executive summary

• Boards of both companies unanimously approved a merger, with MidWestOne merging into Nicolet, making Nicolet the surviving entity and bank holding company.

• MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock per share, with an estimated value of $42.01 per share as of December 15, 2025.

• The merger is expected to close in the first half of 2026, pending regulatory and shareholder approvals.

• After the merger, MidWestOne shareholders will own about 30% of the combined company, and Nicolet shareholders about 70%.

• The merger aims to enhance scale, competitive positioning, and shareholder value, with anticipated cost synergies and expanded market reach.

Voting matters and shareholder proposals

• Nicolet shareholders will vote on the merger agreement, an adjournment proposal, and an amendment to increase authorized shares from 30M to 60M.

• MidWestOne shareholders will vote on the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and an adjournment proposal.

• Approval of the merger by a majority of outstanding shares is required for both companies; adjournment and articles amendment proposals are not conditions to closing.

• Directors and executive officers of both companies have entered into support agreements to vote their shares in favor of the merger.

Board of directors and corporate governance

• Post-merger, the board of Nicolet and Nicolet National Bank will expand to 12 members, including 4 from MidWestOne and 8 from Nicolet.

• Both boards considered strategic fit, market expansion, and long-term value creation in approving the merger.

• Support agreements require directors and executive officers to vote in favor of the merger and restrict share transfers until the vote.