UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35968 MIDWESTONE FINANCIAL GROUP, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorpora ...

Core Insights - MidWestOne Financial Group, Inc. (MOFG) is actively engaging in strategic mergers and acquisitions, indicating a focus on growth within the financial sector [2][5] - CEO Charles N. Reeves has demonstrated confidence in the company by purchasing 1,450 shares, increasing his total holdings to 61,992 shares [1][5] - MOFG's stock has shown resilience with a 1.73% increase, reflecting investor interest amid market volatility [3][5] Company Overview - MOFG operates primarily in the Midwest region of the United States, providing a range of banking products and services [1] - The company has a market capitalization of approximately $768.4 million, positioning it as a significant player in the regional banking sector [4] Stock Performance - The current stock price of MOFG is $36.99, with a trading range for the day between $36.11 and $37.09 [3] - Over the past year, the stock has fluctuated between a high of $40.25 and a low of $24.62, indicating a dynamic market environment [3] Investor Activity - The trading volume for MOFG reached 380,961 shares on the NASDAQ exchange, suggesting active investor interest and close monitoring of the company's performance [4]

Core Insights - MidWestOne Financial Group, Inc. (NASDAQ:MOFG) has a current trading price of $39.54, but its target price is significantly lower at $22.68, indicating a potential downside of approximately -42.63% and a pessimistic outlook from investment analysts [1][5] - South Plains Financial, Inc. (NASDAQ:SPFI) is currently trading at $38.50 with a target price of $53.59, suggesting a positive growth potential of 39.19%, making it an attractive option for investors seeking growth opportunities in the financial sector [2][5] - Other peers in the industry, such as Financial Institutions, Inc. (NASDAQ:FISI) and HarborOne Bancorp, Inc. (NASDAQ:HONE), show varying growth prospects, with FISI exhibiting a negative growth potential of -31.67% and HONE showing a slight negative growth potential of -9.17% [3][4] Industry Overview - The financial sector demonstrates varying growth prospects, emphasizing the importance of careful stock selection for investors [4][5] - The significant negative growth potential of MOFG, contrasted with the promising outlook for SPFI, highlights the need for investors to consider growth potentials when making investment decisions [4][5]

Core Viewpoint - Monteverde & Associates PC is investigating the proposed sale of MidWestOne Financial Group, Inc. to Nicolet Bankshares, Inc., questioning the fairness of the deal where MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each share of MidWestOne common stock [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Group 2: Investigation Details - The investigation focuses on the terms of the transaction between MidWestOne Financial Group and Nicolet Bankshares, specifically evaluating if the exchange ratio of 0.3175 shares is fair for MidWestOne shareholders [1]. - The firm encourages shareholders with concerns to seek additional information at no cost [1].

Core Viewpoint - Monteverde & Associates PC is investigating the merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc., questioning the fairness of the deal where MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each share of MidWestOne common stock [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Group 2: Investigation Details - The investigation focuses on the terms of the proposed merger between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc. [1]. - The specific exchange ratio of 0.3175 shares of Nicolet for each share of MidWestOne is under scrutiny for its fairness [1].

Core Insights - MidWestOne Financial's shares surged 33.3% following the announcement of its acquisition by Nicolet Bancshares in an all-stock deal, despite a mixed earnings report [1][3] - The acquisition terms value MidWestOne at $41.37 per share, representing a 45.8% premium over its previous closing price [3] - The regional banking sector is experiencing consolidation, with the combined assets of the two banks reaching $15.3 billion, enhancing their market presence in the Midwest [5] Financial Performance - MidWestOne reported a significant profit expansion with a 50% increase in adjusted earnings per share, driven by a 35.9% growth in net interest income [2] - The bank's revenue fell slightly short of expectations, but the decline in provisions for credit losses contributed positively to its earnings [2] Industry Context - The U.S. regional banking system remains fragmented, prompting smaller banks to merge for increased resilience, particularly after the 2023 regional banking crisis [5] - The acquisition reflects a trend of consolidation in the Midwest banking sector, positioning Nicolet and MidWestOne as a stronger regional player [5]

Core Viewpoint - Nicolet Bankshares, Inc. has announced its agreement to acquire MidWestOne Financial Group, indicating a strategic move to enhance its market presence and operational capabilities [3][4]. Company Overview - Nicolet Bankshares is led by Mike Daniels, who serves as Co-Founder, Chairman, President, and CEO [2]. - MidWestOne Financial Group is described as a strong and well-managed community bank, headquartered in Iowa City, Iowa, with 57 locations across Eastern and Central Iowa, the Twin Cities, parts of Wisconsin, and Denver [4]. Acquisition Details - The acquisition was publicly announced through a joint press release after market close, and an investor presentation has been made available for stakeholders [3]. - The call included key executives from both Nicolet and MidWestOne, highlighting the collaborative nature of the acquisition process [2].

Financial Performance - Total assets decreased by 46% compared to 3Q24, reaching $62498 million[6] - Loans held for investment increased by 21% compared to 3Q24, reaching $44196 million[6] - Total deposits increased by 21% compared to 3Q24, reaching $54790 million[6] - Net interest margin, tax equivalent, increased by 106 bps compared to 3Q24, reaching 357%[6] - Diluted EPS increased by 100% compared to 3Q24, reaching $082[6] - Adjusted EPS increased by 50% compared to 3Q24, reaching $087[6] Credit Risk - Nonperforming assets ratio decreased by 12 bps compared to 2Q25, reaching 054%[6] - Net charge-off ratio increased by 136 bps compared to 2Q25, reaching 138%[6] - Allowance for credit losses ratio decreased by 33 bps compared to 2Q25, reaching 117%[6] Wealth Management - Wealth Management Assets Under Administration reached $343 billion in 2025[24] - Net new asset growth YTD 3Q25 of $75 million[26]

Summary of Nicolet Bankshares Inc. and MidWestOne Financial Group Inc. Merger Conference Call Company and Industry Overview - **Companies Involved**: Nicolet Bankshares Inc. and MidWestOne Financial Group Inc. - **Industry**: Community Banking - **Transaction Announcement Date**: October 24, 2025 Key Points and Arguments Merger Details - Nicolet Bankshares announced its agreement to acquire MidWestOne Financial Group, enhancing its asset base by adding over $3.4 billion, bringing total assets to approximately $9.6 billion [2][3] - The merger is structured as an all-stock transaction where MidWestOne shareholders will receive 0.3175 shares of Nicolet for each share of MidWestOne, valuing the transaction at approximately $864 million [16][17] Financial Metrics - The implied per-share purchase price for MidWestOne is $41.37, which is about 166% of its tangible book value and 11.5 times the consensus estimated earnings per share for 2026 [16][17] - Expected fully phased-in EPS accretion of approximately 35% to 40% for Nicolet shareholders, with minimal dilution to tangible book value [10][11] - Projected pre-tax cost savings of approximately $38 million, or roughly 25% of MidWestOne's core non-interest expenses, with 50% expected to be realized in 2026 [18] Strategic Rationale - The merger aims to create one of the largest and most profitable community banks in the upper Midwest, leveraging complementary balance sheets and diversified loan portfolios [9][10] - Nicolet's management emphasized the importance of cultural alignment and shared values between the two organizations, which are both focused on relationship banking [22][32] - The merger is seen as a strategic move to enhance market presence in key areas such as the Twin Cities and Denver, where both banks can leverage their strengths [12][13] Market Position and Growth Potential - The combined entity will have a strong deposit share position in markets like Iowa City, Dubuque, and Muscatine, which are similar to Nicolet's existing markets [12] - The merger is expected to facilitate organic growth while also positioning the company for future M&A opportunities [10][11] Integration Plans - Nicolet plans a phased integration approach, targeting a legal closing in the first half of 2026, followed by a systems conversion in summer or early fall [15] - The integration strategy will focus on maintaining cultural integrity and ensuring seamless retention of customers and employees [58] Challenges and Considerations - Both banks faced challenges related to unrealized losses in their investment portfolios, which impacted profitability and stock valuation [4][9] - The management acknowledged the potential negative impact of crossing the $10 billion asset threshold on interchange income, estimated at $8.5 million starting in 2027 [19][20] Other Important Insights - Nicolet's management has a strong focus on maintaining top quartile profitability metrics and shareholder value, emphasizing that growth should not come at the expense of quality [8][68] - The merger is expected to enhance institutional ownership and liquidity for shareholders, with Nicolet shareholders projected to own approximately 70% of the combined company [18] This summary encapsulates the key points discussed during the conference call regarding the merger between Nicolet Bankshares Inc. and MidWestOne Financial Group Inc., highlighting the strategic rationale, financial metrics, and integration plans.

Transaction Overview - Nicolet will acquire MidWestOne in a 100% stock transaction with a fixed exchange ratio of 03175x Nicolet shares for each MidWestOne share[13] - The aggregate consideration is valued at $8641 million, or $4137 per MidWestOne share, representing a 452% market premium[13] - Pro forma ownership will be approximately 691% for Nicolet and 309% for MidWestOne[13] Financial Impact - The transaction is expected to be ~37% accretive to Nicolet's fully-phased 2026E GAAP EPS[9] - Nicolet anticipates a fully-phased 2026E ROATCE of ~23%[9] - The pro forma CET1 ratio at closing is projected to be 106%, requiring no additional capital to support the transaction[9] - The transaction is expected to result in approximately 1% tangible book value per share dilution, with a very short earnback period of ~01 year[9, 25] Strategic Rationale - The acquisition will create a ~$15 billion+ asset bank, enhancing scale and positioning the company for significant growth across the Upper Midwest region[9] - The combined company is expected to enhance existing top quartile/decile financial operating metrics versus peers[9] - Nicolet will immediately solidify its position as a top 5 bank by deposit market share across the state of Iowa and accelerates growth trajectory in Minneapolis-St Paul MSA by adding $1 billion+ of deposits to existing network[9] - The acquisition adds ~$34 billion+ of wealth management AUA across new markets, resulting in $9 billion+ AUA for the combined company[9] Pro Forma Financials - At closing, the pro forma company is expected to have $157 billion in total assets, $113 billion in total loans, $133 billion in total deposits, and $28 billion in market capitalization[12]