# NICOLET BANKSHARES INC (NIC)

Informational only - not investment advice.

CIK: 0001174850
SIC: 6021 National Commercial Banks
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6021 National Commercial Banks](/industry/6021/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=1174850
Filing source: https://www.sec.gov/Archives/edgar/data/1174850/000117485026000077/nic-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-02-27 · accession 0001174850-26-000077 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001174850.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 470,950,000 USD | 2025 | verified |
| Net income | 150,686,000 USD | 2025 | verified |
| Assets | 9,185,107,000 USD | 2025 | verified |
| Free cash flow | 149,443,000 USD | 2025 | computed |
| Net margin | 32.00% | 2025 | computed |
| Revenue YoY | +7.43% | 2025 | computed |
| ROE | 11.98% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | NIC | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | 32.0% | 22.9% | 91 | 76 |
| Revenue growth | 7.4% | 5.2% | 67 | 76 |
| FCF margin | 31.7% | 22.0% | 86 | 65 |
| ROE | 12.0% | 9.9% | 80 | 76 |
| ROA | 1.6% | 1.1% | 92 | 76 |
| Liabilities / equity | 6.30 | 8.12 | 13 | 76 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 6021 National Commercial Banks, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 470950000 | USD | 2025 | 2026-02-27 |
| Net income | 150686000 | USD | 2025 | 2026-02-27 |
| Assets | 9185107000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001174850.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  | 75,467,000 | 109,253,000 | 125,537,000 | 138,588,000 | 149,202,000 | 171,559,000 | 273,918,000 | 382,862,000 | 438,365,000 | 470,950,000 |
| Net income |  |  |  |  | 18,462,000 | 33,150,000 | 41,036,000 | 54,641,000 | 60,122,000 | 60,652,000 | 94,260,000 | 61,516,000 | 124,059,000 | 150,686,000 |
| Diluted EPS |  |  |  |  | 2.37 | 3.33 | 4.12 | 5.52 | 5.70 | 5.44 | 6.56 | 4.08 | 8.05 | 9.78 |
| Operating cash flow |  |  |  |  | 24,806,000 | 40,713,000 | 50,989,000 | 58,137,000 | 78,899,000 | 97,654,000 | 117,396,000 | 107,974,000 | 133,749,000 | 153,535,000 |
| Capital expenditures | 1,938,000 | 3,032,000 | 5,765,000 | 1,181,000 | 4,051,000 | 3,737,000 |  |  |  |  |  | 18,567,000 | 16,919,000 | 4,092,000 |
| Dividends paid |  |  |  |  |  |  |  |  |  | 0.00 | 0.00 | 11,119,000 | 16,548,000 | 18,659,000 |
| Share buybacks |  |  |  |  | 5,201,000 | 15,007,000 | 22,749,000 | 28,460,000 | 42,088,000 | 62,583,000 | 61,497,000 | 1,521,000 | 10,137,000 | 76,561,000 |
| Assets |  |  |  |  | 2,300,879,000 | 2,932,433,000 | 3,096,535,000 | 3,577,260,000 | 4,551,789,000 | 7,695,037,000 | 8,763,969,000 | 8,468,678,000 | 8,796,795,000 | 9,185,107,000 |
| Liabilities |  |  |  |  | 2,024,514,000 | 2,567,554,000 | 2,709,183,000 | 3,060,270,000 | 4,012,600,000 | 6,803,146,000 | 7,791,440,000 | 7,429,671,000 | 7,623,897,000 | 7,927,445,000 |
| Stockholders' equity |  |  |  |  | 275,947,000 | 364,178,000 | 386,609,000 | 516,262,000 | 539,189,000 | 891,891,000 | 972,529,000 | 1,039,007,000 | 1,172,898,000 | 1,257,662,000 |
| Free cash flow |  |  |  |  | 20,755,000 | 36,976,000 |  |  |  |  |  | 89,407,000 | 116,830,000 | 149,443,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  | 24.46% | 30.34% | 32.69% | 39.43% | 40.30% | 35.35% | 34.41% | 16.07% | 28.30% | 32.00% |
| Return on equity |  |  |  |  | 6.69% | 9.10% | 10.61% | 10.58% | 11.15% | 6.80% | 9.69% | 5.92% | 10.58% | 11.98% |
| Return on assets |  |  |  |  | 0.80% | 1.13% | 1.33% | 1.53% | 1.32% | 0.79% | 1.08% | 0.73% | 1.41% | 1.64% |
| Liabilities / equity |  |  |  |  | 7.34 | 7.05 | 7.01 | 5.93 | 7.44 | 7.63 | 8.01 | 7.15 | 6.50 | 6.30 |

## As-reported value updates

No tracked differences above grepcent's stated thresholds and capped precision rule were found between the earliest XBRL-filed value and the value currently on file for the standardized annual metrics grepcent tracks.


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001174850.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q3 | 2022-09-30 |  |  | 1.29 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.61 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 |  |  | 1.51 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 99,884,000 | 17,158,000 | 1.14 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 103,545,000 | 30,661,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 104,031,000 | 27,790,000 | 1.82 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 108,878,000 | 29,273,000 | 1.92 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 112,622,000 | 32,516,000 | 2.10 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 112,834,000 | 34,480,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 112,741,000 | 32,592,000 | 2.08 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 117,638,000 | 36,035,000 | 2.34 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 120,333,000 | 41,735,000 | 2.73 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 120,238,000 | 40,324,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 158,212,000 | 15,196,000 | 0.81 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 200,904,000 | 56,901,000 | 2.62 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from NIC's latest 10-K: [/company/NIC/business/](/company/NIC/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from NIC's latest 10-K: [/company/NIC/risk-factors/](/company/NIC/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1174850/000117485026000164/nic-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-07-31
Report date: 2026-06-30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) is a bank holding company headquartered in Green Bay, Wisconsin. Nicolet provides a diversified range of traditional banking and wealth management services to individuals and businesses in its market area and through the branch offices of its banking subsidiary, Nicolet National Bank (the “Bank”), primarily in Wisconsin, Michigan, Iowa, and Minnesota. The following discussion is management’s analysis of Nicolet’s consolidated financial condition as of June 30, 2026 and December 31, 2025 and results of operations for the three and six-month periods ended June 30, 2026 and 2025. It should be read in conjunction with our audited consolidated financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Nicolet’s 2025 Annual Report on Form 10-K.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, all references to “we,” “us” and “our” refer to the Company.

Evaluation of financial performance and balance sheet line items is impacted both by the timing and size of the MidWestOne acquisition, which was completed on February 13, 2026. Certain income statement results, average balances, and related ratios for 2026 include partial contributions from MidWestOne from the acquisition date. In the acquisition, 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).

Forward-Looking Statements

Statements made in this document and in any documents that are incorporated by reference which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including any descriptions of management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance, or with respect to expectations regarding the economic factors such as inflation and changes in interest rates. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements are neither statements of historical fact nor assurance of future performance and generally may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Forward-looking statements (including their underlying assumptions) should be viewed with caution. Investors should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Nicolet and could cause those results to differ materially from those implied or anticipated by any forward-looking statements. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors, many of which are beyond Nicolet’s control, that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those described in detail under Item 1A, “Risk Factors” of Nicolet’s 2025 Annual Report on Form 10-K include, but are not necessarily limited to the following:

•strategic, market, operating, legal and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Nicolet specifically;

•economic, market, political and competitive forces affecting Nicolet’s banking and wealth management businesses;

•potential fluctuations or unanticipated changes in the interest rate environment, monetary or tax policy or general economic conditions, including interest rate changes made by the Federal Reserve and the related cash flow reassessments, which may reduce Nicolet’s net interest income, net interest margin, and / or the volumes and values of loans made or held as well as the value of other financial assets;

•potential difficulties in identifying and completing future merger or acquisition opportunities, as well as our ability to successfully expand and integrate any businesses we acquire, such as the recently completed acquisition of MidWestOne;

•cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;

•changes in accounting standards, rules and interpretations (including effects of assumptions underlying purchase accounting) and any resulting impact on Nicolet’s financial statements;

•compliance or operational risks related to new products, services, ventures, or lines of business, if any, that Nicolet may pursue or implement;

•the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;

•our ability to attract and retain key personnel;

31

•examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for credit losses, write-down assets, or take other actions;

•adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and / or other negative effects) from current or future litigation, legislation, regulatory proceedings, examinations, investigations, or similar matters or developments related thereto;

•the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation and recessions, weather events, climate change, natural disasters, epidemics and pandemics, war or terrorist activities, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs; and

•the risk that Nicolet’s analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

These factors should be considered in evaluating the forward-looking statements, and you should not place undue reliance on such statements.

32

Earnings Summary

[[GREPCENT_TABLE]]
[["Table 1: Earnings Summary and Selected Financial Data"],["","At or for the Three Months Ended","","At or for the Six Months Ended"],["(In thousands, except per share data)","6/30/2026","","3/31/2026","","12/31/2025","","9/30/2025","","6/30/2025","","6/30/2026","","6/30/2025"],["Results of operations:"],["Net interest income","$","141,471","","","$","109,559","","","$","80,894","","","$","79,264","","","$","75,109","","","$","251,030","","","$","146,315"],["Provision for credit losses","1,500","","","6,050","","","750","","","950","","","1,050","","","7,550","","","2,550"],["Noninterest income","36,279","","","25,294","","","23,092","","","23,619","","","20,633","","","61,573","","","38,856"],["Noninterest expense","103,764","","","109,795","","","53,039","","","50,088","","","49,919","","","213,559","","","97,706"],["Income tax expense","15,585","","","3,812","","","9,873","","","10,110","","","8,738","","","19,397","","","16,288"],["Net income (GAAP)","$","56,901","","","$","15,196","","","$","40,324","","","$","41,735","","","$","36,035","","","$","72,097","","","$","68,627"],["Earnings per common share (\"EPS\"):"],["Basic EPS","$","2.68","","","$","0.83","","","$","2.72","","","$","2.81","","","$","2.40","","","$","3.65","","","$","4.53"],["Diluted EPS (GAAP)","$","2.62","","","$","0.81","","","$","2.65","","","$","2.73","","","$","2.34","","","$","3.56","","","$","4.42"],["Core Net Income and Diluted EPS (Non-GAAP):"],["Core net income (non-GAAP) (1)","$","65,078","","","$","51,505","","","$","41,559","","","$","40,693","","","$","36,195","","","$","116,582","","","$","69,072"],["Core diluted EPS (non-GAAP) (1)","$","2.99","","","$","2.75","","","$","2.73","","","$","2.66","","","$","2.35","","","$","5.76","","","$","4.45"],["Common Shares:"],["Basic weighted average","21,208","","","18,232","","","14,804","","","14,836","","","15,029","","","19,728","","","15,142"],["Diluted weighted average","21,729","","","18,749","","","15,227","","","15,303","","","15,431","","","20,246","","","15,538"],["Outstanding (period end)","21,061","","","21,317","","","14,811","","","14,799","","","14,924","","","21,061","","","14,924"],["Period-End Balances:"],["Loans","$","10,848,164","","","$","10,879,694","","","$","6,836,345","","","$","6,874,711","","","$","6,839,141","","","$","10,848,164","","","$","6,839,141"],["Allowance for credit losses - loans","133,584","","","133,435","","","68,806","","","68,785","","","68,408","","","133,584","","","68,408"],["Total assets","15,414,619","","","15,574,490","","","9,185,107","","","9,029,430","","","8,930,809","","","15,414,619","","","8,930,809"],["Deposits","12,523,336","","","12,624,364","","","7,730,771","","","7,611,465","","","7,541,673","","","12,523,336","","","7,541,673"],["Stockholders\u2019 equity (common)","2,271,474","","","2,256,877","","","1,257,662","","","1,214,960","","","1,190,098","","","2,271,474","","","1,190,098"],["Book value per common share","107.85","","","105.87","","","84.91","","","82.10","","","79.74","","","107.85","","","79.74"],["Tangible book value per common share (2)","62.19","","","60.47","","","59.09","","","56.17","","","53.94","","","62.19","","","53.94"],["Financial Ratios: (3)"],["Return on average assets","1.47","%","","0.50","%","","1.75","%","","1.84","%","","1.62","%","","1.04","%","","1.56","%"],["Return on average common equity","10.09","","","3.44","","","12.96","","","13.86","","","12.21","","","7.17","","","11.72"],["Return on average tangible common equity (2)","19.07","","","6.49","","","19.27","","","20.98","","","18.72","","","13.20","","","18.04"],["Core return on average assets (2)","1.69","","","1.68","","","1.80","","","1.80","","","1.63","","","1.68","","","1.57"],["Core return on average common equity (2)","11.53","","","11.66","","","13.35","","","13.51","","","12.27","","","11.59","","","11.79"],["Core return on average tangible common equity (2)","21.59","","","19.30","","","19.84","","","20.47","","","18.80","","","20.52","","","18.15"],["Stockholders\u2019 equity to assets","14.74","","","14.49","","","13.69","","","13.46","","","13.33","","","14.74","","","13.33"],["Tangible common equity to tangible assets (2)","9.06","","","8.82","","","9.94","","","9.61","","","9.42","","","9.06","","","9.42"]]
[[/GREPCENT_TABLE]]

Note: Numbers may not sum due to rounding.

(1) The core net income and diluted EPS measures are non-GAAP financial measures that provide information that management believes is useful to investors in understanding our operating performance and trends and also aids investors in the comparison of our financial performance to the financial performance of peer banks. See section “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

(2) The ratios of tangible book value per common share, return on average tangible common equity, core return on average assets, core return on average common equity, core return on average tangible common equity, and tangible common equity to tangible assets are non-GAAP financial measures that exclude goo

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1174850/000117485026000077/nic-20251231.htm
Complete FY 2025 MD&A: /company/NIC/mda/fy2025/

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub.
Confidence: high
Filing date: 2026-02-27
Report date: 2025-12-31

Overview

Economic Outlook and Recent Industry Developments

The U.S. economy continued to demonstrate resilience through 2025, although growth moderated from the unexpectedly strong performance of 2024. Based on all indications, real GDP grew at just under 2% in 2025, reflecting a slight slowdown but still indicating a stable expansionary environment. Heading into 2026, GDP is expected to grow at a slightly slower pace than 2025, which is supported by tax policy, consumer spending, and productivity from advancements in artificial intelligence. Employment conditions softened somewhat in 2025, but the labor market remained fundamentally healthy. Nationwide unemployment is projected to rise only slightly in 2026 and stay below levels historically associated with recessionary conditions. Unemployment in our core markets in the Upper Midwest continue to remain below nationwide levels, which is driven by a strong base in manufacturing and healthcare, as well as a stronger labor participation rate than the rest of the country. Consumer spending in 2025 decelerated from 2024’s robust pace, influenced by higher borrowing costs and pockets of consumer caution, yet remained a key contributor to growth. Business investment continued to benefit from productivity gains—particularly in artificial intelligence and automation—though firms grew more selective amid policy uncertainty and tariff-related cost pressures.

After cutting rates three times in the back half of 2024, the Federal Reserve entered 2025 with a more cautious posture. Market expectations early in the year centered on several additional 25 or 50 bps cuts; however, firmer inflation readings and policy volatility—particularly around trade—led the Federal Reserve to signal a more measured approach, cutting rates by 25 bps three times during the year. At this point, the market is expecting two 25 bps rate cuts in 2026. However, stubbornly high inflation and continued strong consumer spending weigh against potentially higher unemployment and slower GDP growth. Additionally, a new Fed Chairman is expected to be appointed in May, which may also have a significant influence on interest rate policy.

The banking sector entered 2025 with renewed optimism. This bullish sentiment largely carried through 2025, though volatility persisted as policy details evolved. Credit losses did rise in 2025, particularly among institutions with heavy commercial real estate (“CRE”) exposure or concentrations in large urban markets. However, these pressures remained contained and did not pose systemic risk. Banks with diversified portfolios and limited investment CRE exposure, or that operate in non-major metro markets—such as Nicolet—were comparatively unaffected. Regulatory reform discussions gained momentum, with expectations of reduced compliance burdens and lower operating costs across the industry. M&A activity, which had been subdued for several years, began to accelerate as both regulatory signals and market conditions improved. Overall, the banking industry enters 2026 with improved sentiment, healthier balance sheets, robust capital levels, and a more favorable policy backdrop than in the years immediately following the regional banking stresses of years prior.

2025 Highlights

Nicolet announced record net income of $151 million for the year ended December 31, 2025, and earnings per diluted common share of $9.78, compared to net income of $124 million and earnings per diluted common share of $8.05 for 2024.

At December 31, 2025, Nicolet had total assets of $9.2 billion, an increase of $388 million (4%) from December 31, 2024. Total loans of $6.8 billion at December 31, 2025, increased $210 million (3%) from December 31, 2024, while total deposits of $7.7 billion increased $327 million (4%) from December 31, 2024. Total stockholders’ equity was $1.3 billion at December 31, 2025, an increase of $85 million since December 31, 2024, with solid earnings and favorable movements in the securities portfolio market valuation, partly offset by payment of the quarterly common stock dividend and common stock repurchases.

Nonperforming assets were $32 million and represented 0.35% of total assets at December 31, 2025, compared to $29 million or 0.33% at year-end 2024. The allowance for credit losses-loans was $69 million (1.01% of loans) at December 31, 2025, compared to $66 million (1.00% of loans) at December 31, 2024.

As noted last year, Nicolet’s Board and executive management viewed 2025 as a year of optionality for the Company. The financial performance of the core franchise placed Nicolet among the top decile of banks in the country, as measured by return on average

29

assets and return on tangible common equity. This consistent performance kept all strategic options on the table throughout the year for Nicolet. The priorities, as laid out a year ago, and in no particular order, included (1) funding organic growth, (2) share repurchases, (3) increased dividends, and (4) M&A. We are pleased to say that all four of those priorities were accomplished in 2025, including (1) growth in our balance sheet by 4%, (2) repurchasing more than 646,000 shares in the open market, (3) increasing the dividend by 14%, and (4) capping off the year with the announced acquisition of MidWestOne.

The MidWestOne acquisition (which closed on February 13, 2026) marked a pivotal moment for Nicolet. It doubled the branch footprint to over 100 locations, as well as expanded our footprint to the state of Iowa, increased our presence in Western Wisconsin, and significantly increased our market share in the greater Twin Cities market. Additionally, MidWestOne answered the “$10 billion question” that management has been asked for the past several years. Following the 2022 Charter acquisition, when we ended the year close to $9 billion in assets, people have questioned if and how we planned to cross the $10 billion threshold. As a result of the 2010 Dodd-Frank Act, any bank with assets more than $10 billion is subject to increased regulation, and to more intense scrutiny by the banking regulators. This typically means that those banks must make substantial additional investments in compliance and risk management resources. Also, those banks become subject to the Durbin amendment, which limits how much banks can charge merchants for debit card transaction fees (or “card interchange income” noted on our income statement). In our case, it would mean our interchange income would be reduced by more than $5 million simply because we crossed this asset threshold. Banks that cross that threshold organically, or with a small acquisition typically are less profitable immediately after due to the increased expense and reduced revenues. MidWestOne, and its size ($6 billion), allows Nicolet to leap over the $10 billion threshold, thus realizing many of the operating efficiencies that may allow Nicolet the ability to retain its top quartile, if not top decile profitability going forward.

As we head into 2026, our primary focus will always remain on running a growing, highly profitable community bank that matters to the communities it serves. But following close behind will be what we expect to be the successful integration of MidWestOne. The legal closing of the merger was February 13, 2026 – only 113 days from the announcement. However, unlike each of the past acquisitions we have completed, the core system integration is purposely delayed by approximately six months. Due to the size of this acquisition, as well as working with Fiserv (our core processor), we made the decision to delay the systems conversion of MidWestOne until late summer 2026. Until then, MidWestOne locations will continue to operate under the same name, but as a division of Nicolet National Bank. Once the systems conversion is complete, all MidWestOne locations will carry the Nicolet Bank name and banner. In the interim, there is still much we can do, and have already done, to begin the cultural integration process with MidWestOne. Dozens of employees of both Nicolet and MidWestOne have been working for months on a number of fronts to prepare for the legal closing of the merger. These same people, as well as many more, will continue these efforts as we welcome the employees, customers, and communities of MidWestOne to Nicolet, and prepare for the systems integration later this year. The Board and executive management understand the importance of ensuring the integration efforts with MidWestOne are successful. One of the primary reasons why Nicolet carries the premium valuation it does is because we have been so successful with our past acquisitions – financially, culturally, and strategically. The MidWestOne merger is easily the largest Nicolet has completed in its 25 year history. In fact, the total assets of MidWestOne are approximately the same as Nicolet’s past nine bank acquisitions combined. Taking our time to ensure a successful integration is paramount to our future growth and success as a company.

Nicolet generates capital through its net income and retained earnings. Since organic growth will likely remain in the mid-single digits, we anticipate building capital very quickly. Additional M&A is unlikely in 2026 as we focus on MidWestOne. However, the Board still needs to decide how to allocate that capital, or to simply let it build. Share repurchases and increased dividends are two considerations for the Board (in fact, Nicolet began repurchasing stock in late January following the approval of the merger by MidWestOne shareholders). The Board and executive management believe that the intrinsic value of Nicolet is higher than the current share price, and as a result, believe repurchasing stock is an effective way of deploying capital to benefit existing shareholders.

The impact of the MidWestOne acquisition will certainly cause some additional noise in our financial results in 2026. The combination of merger accounting, one-time expenses, and some of the cost savings being delayed due to the systems integration mean the reported financial results may vary each quarter. However, we remain optimistic our core results (which remove the M&A noise) will continue to place us in the top quartile of publicly traded banks in the country. No matter which strategic paths Nicolet’s Board and executive team choose in 2026, the Company’s priority will always be to operate a highly profitable business that delivers meaningful value to its core stakeholders—customers, shareholders, and employees.

30

Table 1: Earnings Summary and Selected Financial Data

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/NIC/mda/fy2025/
All MD&A years: /company/NIC/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/NIC/mda/fy2024/): filed 2025-02-25; accession 0001174850-25-000008 (https://www.sec.gov/Archives/edgar/data/1174850/000117485025000008/nic-20241231.htm)
- [FY 2023 MD&A](/company/NIC/mda/fy2023/): filed 2024-02-28; accession 0001174850-24-000010 (https://www.sec.gov/Archives/edgar/data/1174850/000117485024000010/nic-20231231.htm)
- [FY 2022 MD&A](/company/NIC/mda/fy2022/): filed 2023-02-24; accession 0001174850-23-000008 (https://www.sec.gov/Archives/edgar/data/1174850/000117485023000008/nic-20221231.htm)
- [FY 2021 MD&A](/company/NIC/mda/fy2021/): filed 2022-02-25; accession 0001174850-22-000008 (https://www.sec.gov/Archives/edgar/data/1174850/000117485022000008/ncbs-20211231.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 6021 National Commercial Banks) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity

Macro-to-micro threads including this sector: [Interest rates & the Fed](/thread/interest-rates-fed/), [Money & trade](/thread/money-trade/), [Consumer & credit](/thread/consumer-credit/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/NIC.md · JSON record: /company/NIC.json · verified financials: /company/NIC/financials.json / /company/NIC/financials.csv · machine TOC for the whole site: /llms.txt