v3.26.1
Acquisitions and Divestitures
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
MidWestOne Financial Group, Inc. (“MidWestOne”) Acquisition: On February 13, 2026, Nicolet completed its acquisition of MidWestOne. MidWestOne stockholders received 0.3175 shares of Nicolet common stock for each share of MidWestOne common stock owned, resulting in the issuance of approximately 6.6 million shares of Nicolet common stock valued at $1.0 billion (based upon the closing stock price of Nicolet’s common stock on February 13, 2026, of $155.19 per share). With the MidWestOne acquisition, Nicolet is one of the largest community banks in the Upper Midwest.
A summary of the assets acquired and liabilities assumed in the MidWestOne transaction, as of the acquisition date, including the purchase price allocation, was as follows.
(In millions, except share data)
Acquired from MidWestOne
Fair Value AdjustmentsEstimated Fair Value
Assets Acquired:
Cash and cash equivalents$166 $— $166 
Investment securities1,117 (2)1,115 
Loans4,462 (75)4,387 
ACL-Loans(51)(13)(64)
Premises and equipment87 (11)76 
BOLI100 — 100 
Goodwill70 (70)— 
Other intangibles20 103 123 
Other assets132 13 145 
     Total assets$6,103 $(55)$6,048 
Liabilities Assumed:
Deposits$5,323 $(2)$5,321 
Borrowings91 2 93 
Other liabilities74 (4)70 
     Total liabilities$5,488 $(4)$5,484 
Net assets acquired$564 
Purchase Price:
Nicolet common stock issued (in shares)6,641,428 
Value of Nicolet common stock consideration$1,031 
Goodwill$467 

The Company purchased loans through the acquisition of MidWestOne for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination (purchased credit deteriorated loans or “PCD” loans). The carrying amount of these loans at acquisition was as follows.

(In thousands)February 13, 2026
Purchase price of PCD loans at acquisition$233,690 
Credit and interest rate mark on PCD loans at acquisition19,787 
Par value of PCD acquired loans at acquisition$253,477 

The Company accounted for the MidWestOne acquisition under the acquisition method of accounting, and thus, the financial position and results of operations of MidWestOne prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective estimated fair values at the date of acquisition, which was determined with the assistance of third party valuations, appraisals, and third party advisors. Initial purchase accounting estimates were recorded during first quarter 2026; however, purchase accounting fair value estimates are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Goodwill arising as a result of the MidWestOne acquisition is not deductible for tax purposes.

Summary Unaudited Pro Forma Information: The following unaudited pro forma information is presented for illustrative purposes only, and gives effect to the acquisition of MidWestOne as if the acquisition had occurred on January 1, 2025, the beginning of the earliest period presented. The pro forma information should not be relied upon as being indicative of the historical results of operation the companies would have had if the acquisition had occurred before such periods or the future results of operations that the companies will experience as a result of the merger. The pro forma information, although it illustrates the financial characteristics of the combined company under one set of assumptions, does not reflect assumptions regarding expected cost savings, opportunities to earn additional revenue, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.
Six Months EndedYear Ended
(In thousands, except per share data)June 30, 2026December 31, 2025
Total revenue, net of interest expense$349,083 $661,267 
Net income$129,166 $158,011 
Diluted earnings per common share$6.06 $7.19 
Denver Branches Divestiture: On April 21, 2026, Nicolet entered into a definitive purchase and assumption agreement to sell its Denver, Colorado banking branches (acquired in the MidWestOne transaction) to Sunwest Bank. This was an all-cash transaction that closed on July 28, 2026. As of June 30, 2026, the Denver locations had total loans of approximately $402 million and deposits of approximately $388 million, which have been reflected as other assets held for sale and other liabilities held for sale on the consolidated balance sheets based on the estimated sale proceeds.