Nicolet Bankshares and MidWestOne Financial Group announced that they have entered into a definitive merger agreement under which Nicolet will acquire MidWestOne and its wholly owned banking subsidiary, MidWestOne Bank, in an all-stock transaction valued at approximately $864 million.
Under the terms of the agreement, unanimously approved by both companies’ boards of directors, MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each MidWestOne share they own. Based on Nicolet’s closing price of $130.31 on October 22, 2025, the transaction equates to $41.37 per MidWestOne share, representing 166% of tangible book value and 11.5 times estimated 2026 earnings. Following completion, MidWestOne shareholders will hold approximately 30% of the combined company.
The merger will form one of the largest community banking franchises in the Upper Midwest, with pro forma assets of $15.3 billion, deposits of $13.1 billion, and loans totaling $11.3 billion as of September 30, 2025. The combined company will operate more than 110 branches and several loan production offices across Wisconsin, Iowa, Eastern Minnesota, Northern Michigan, Denver, and Naples, Florida.
The deal is expected to be approximately 37% accretive to 2026 earnings, excluding merger-related charges, and only mildly dilutive to tangible book value per share with a negligible earnback period. The merger remains subject to shareholder and regulatory approvals and is expected to close during the first half of 2026.
Upon completion, the combined board will consist of eight Nicolet directors, including Daniels, and four from MidWestOne’s current board. Directors and named executive officers from both companies have entered into support agreements to vote in favor of the merger.
Support: Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and provided a fairness opinion to Nicolet, with legal counsel from Nelson Mullins Riley & Scarborough. Piper Sandler & Co. advised MidWestOne and issued a fairness opinion, while Alston & Bird served as its legal counsel.
KEY QUOTES
“We are excited to announce the acquisition of MidWestOne and welcome their employees, customers, and shareholders to Nicolet. We view the people at MidWestOne as true kindred spirits in our approach to serving customers, communities, and employees. They have been stalwarts of the community for over 90 years, and we intend to be great stewards of that legacy.”
“This is a transformational deal for Nicolet that we are announcing days away from the 25th anniversary of our Founding. Our goal with every acquisition is not just to become bigger, but to become a better bank. We have worked hard to put actions to those words. While we had high expectations when we founded Nicolet 25 years ago, few expected us to be where we are today. Now, along with the people at MidWestOne, we remain optimistic about our future, and very much look forward to seeing what our employees, customers, and shareholders can do to create continued shared success over the next 25 years.”
Mike Daniels, Chairman, President, and CEO, Nicolet Bankshares
“It has been a true privilege to lead such a talented and dedicated team of people at MidWestOne these past few years. We are thrilled to have the opportunity to join Nicolet, a company whose culture, business model, and consistent top-tier financial performance is something we have long admired. The combination of these two community banks provides a great opportunity for our respective teams to continue to deliver high-quality, relationship-based banking products, services, and expertise to our clients, as well as generate long-term value for our stockholders. I could not be more excited about the future of the combined company, and the positive impact it will have on the communities MidWestOne has served for decades.”
Chip Reeves, Chief Executive Officer, MidWestOne Financial Group
