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NICOLET BANKSHARES INC

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 31, 2025

NIC$173.12+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-01.

0001174850-25-000036

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0001174850-25-000062

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 143 previous paragraphs and 154 current paragraphs.

92 unchanged; 49 reworded; 10 added; 1 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

On October 23, 2025, Nicolet announced that it had entered into a definitive merger agreement with MidWest One Financial Group, Inc. (“MidWest One”) pursuant to which MidWest One will merge with and into Nicolet (the “Merger”) in an all-stock transaction. In accordance with the terms and subject to the conditions set forth in the merger agreement, Nicolet will exchange 0.3175 shares of its common stock for each share of MidWest One common stock outstanding at the effective time of the Merger. At September 30, 2025, MidWest One had total assets of $6.2 billion, loans of $4.4 billion, deposits of $5.5 billion, and equity of $606 million. The merger is expected to close in the first half of 2026, subject to customary closing conditions, including approval by regulators and stockholders of both Nicolet and MidWest One.

Current report

•our inability to meet expectations regarding the timing of the proposed MidWest One merger;

Current report

•the failure to obtain the necessary approvals by the stockholders of Nicolet or MidWest One for the proposed merger;

Current report

•the ability by each of Nicolet and MidWest One to obtain required governmental approvals of the proposed transaction on the timeline expected (which could be affected by government shutdowns), or at all; the failure to satisfy other conditions to completion of the proposed MidWest One merger, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the MidWest One merger agreement;

Current report

•the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Nicolet or MidWest One that relate to the proposed MidWest One merger;

Current report

During fourth quarter 2024, Nicolet changed the annualization methodology utilized for the calculation of selected net interest margin components from actual / 360 to actual / actual to be more consistent with the methodology typically used by peer banks and to cause quarterly results to be more consistent with annual results. Prior periods have been restated for this change in methodology. There was no change to the reported average balances or interest recognized.

Current report

During fourth quarter 2024, Nicolet changed the annualization methodology utilized for the calculation of selected net interest margin components from actual / 360 to actual / actual to be more consistent with the methodology typically used by peer banks and to cause quarterly results to be more consistent with annual results. Prior periods have been restated for this change in methodology. There was no change to the reported average balances or interest recognized.

Current report

Noninterest income was $23.6 million for third quarter 2025, an increase of $1.2 million (6%) from third quarter 2024. Net mortgage income of $3.6 million, increased $0.7 million (25%) between the comparable third quarter periods, while wealth management fee income of $7.6 million, increased $0.5 million (8%) over third quarter 2024. For additional information regarding noninterest income, see “INCOME STATEMENT ANALYSIS — Noninterest Income.”
Removed paragraphs (1)

Previous report

Noninterest income was $20.6 million for second quarter 2025, an increase of $1.0 million (5%) from second quarter 2024. Noninterest income excluding net asset gains (losses) for second quarter 2025 was $20.8 million, a $1.8 million (10%) increase over second quarter 2024, mostly from favorable movements in the market valuations of the NQDC plan assets. Net mortgage income of $2.9 million, increased $0.3 million (10%) between the comparable second quarter periods, while BOLI income of $1.4 million, increased $0.2 million (17%) over second quarter 2024, on higher average balances from the $11.5 million new BOLI purchased in mid-2024 and improvements in BOLI assets linked to market performance. For additional information regarding noninterest income, see “INCOME STATEMENT ANALYSIS — Noninterest Income.”
Reworded paragraphs (49)

Previous wording

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

Current wording

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, and Minnesota. The following discussion is management’s analysis of Nicolet’s consolidated financial condition as of September 30, 2025 and December 31, 2024 and results of operations for the three and nine-month periods ended September 30, 2025 and 2024. It should be read in conjunction with our audited consolidated financial statements included in Nicolet’s 2024 Annual Report on Form 10-K.

Previous wording

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 statements regarding 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 2024 Annual Report on Form 10-K include, but are not necessarily limited to the following:

Current wording

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 statements regarding our expectations regarding the expected completion date of our proposed merger with MidWest One, 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 2024 Annual Report on Form 10-K and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q include, but are not necessarily limited to the following:

Previous wording

•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;

Current wording

•potential difficulties in identifying and completing future merger or acquisition opportunities, including our proposed merger with MidWest One, as well as our ability to successfully expand and integrate any businesses we acquire;

Previous wording

Net income was $69 million (or earnings per diluted common share of $4.42) for the six months ended June 30, 2025, compared to net income of $57 million (or earnings per diluted common share of $3.74) for the six months ended June 30, 2024.

Current wording

Net income was $110 million (or earnings per diluted common share of $7.14) for the nine months ended September 30, 2025, compared to net income of $90 million (or earnings per diluted common share of $5.84) for the nine months ended September 30, 2024.

Previous wording

•Net interest income was $146 million for the first six months of 2025, up $18 million (14%) over the first six months of 2024. Interest income grew $17 million mostly due to the repricing of new and renewed loans, while interest expense decreased $1 million between the comparable six-month periods. Net interest margin was 3.65% for the six months ended June 30, 2025, compared to 3.37% for the six months ended June 30, 2024. For additional information regarding net interest income, see “Income Statement Analysis — Net Interest Income.”

Current wording

•Net interest income was $226 million for the first nine months of 2025, up $29 million (15%) over the first nine months of 2024. Interest income grew $25 million including solid loan growth, as well as the repricing of new and renewed loans, while interest expense decreased $4 million between the comparable nine-month periods. Net interest margin was 3.72% for the nine months ended September 30, 2025, compared to 3.42% for the nine months ended September 30, 2024. For additional information regarding net interest income, see “Income Statement Analysis — Net Interest Income.”

Previous wording

•Noninterest income was $39 million for the first six months of 2025, minimally changed from the first six months of 2024. Excluding net asset gains (losses), noninterest income for the first six months of 2025 was $39 million, a $3 million increase over the first six months of 2024. For additional information regarding noninterest income, see “Income Statement Analysis — Noninterest Income.”

Current wording

•Noninterest income was $62 million for the nine months ended September 30, 2025, $1 million higher than the comparable period of 2024, with growth in most core noninterest income categories, partly offset by lower net asset gains (losses). Noninterest income excluding net asset gains (losses) for the first nine months of 2025 was $62 million, a $4 million (7%) increase over the first nine months of 2024. For additional information regarding noninterest income, see “Income Statement Analysis — Noninterest Income.”

Previous wording

•Noninterest expense was $98 million, $4 million (4%) higher than the first six months of 2024. Personnel costs increased $3 million, while non-personnel expenses combined increased $1 million (2%) from the comparable 2024 period. For additional information regarding noninterest expense, see “Income Statement Analysis — Noninterest Expense.”

Current wording

•Noninterest expense was $148 million for the nine months ended September 30, 2025, an increase of $5 million (3%) over the comparable period of 2024. Personnel costs increased $3 million (4%), while non-personnel expenses combined increased $1 million (2%) compared to the first nine months of 2024. For additional information regarding noninterest expense, see “Income Statement Analysis — Noninterest Expense.”

Previous wording

•Nonperforming assets were $29 million, and represented 0.32% of total assets at June 30, 2025, compared to $29 million or 0.33% of total assets at December 31, 2024. For additional information regarding nonperforming assets, see “Balance Sheet Analysis – Nonperforming Assets.”

Current wording

•Nonperforming assets were $28 million, and represented 0.31% of total assets at September 30, 2025, compared to $29 million or 0.33% of total assets at December 31, 2024. For additional information regarding nonperforming assets, see “Balance Sheet Analysis – Nonperforming Assets.”

Previous wording

•At June 30, 2025, assets were $8.9 billion, an increase of $134 million (2%) from December 31, 2024, mostly from solid loan growth, partly offset by lower cash balances. For additional balance sheet discussion see “Balance Sheet Analysis.”

Current wording

•At September 30, 2025, assets were $9.0 billion, an increase of $233 million (3%) from December 31, 2024, mostly from solid loan growth, partly offset by lower cash balances. For additional balance sheet discussion see “Balance Sheet Analysis.”

Previous wording

•At June 30, 2025, loans were $6.8 billion, an increase of $213 million from December 31, 2024, mostly in commercial and industrial loans. On average, loans grew $324 million (5%) over the first six months of 2024. For additional information regarding loans, see “Balance Sheet Analysis — Loans.”

Current wording

•At September 30, 2025, loans were $6.9 billion, an increase of $248 million from December 31, 2024, mostly in commercial and industrial loans. On average, loans grew $316 million (5%) over the first nine months of 2024. For additional information regarding loans, see “Balance Sheet Analysis — Loans.”

Previous wording

•Total deposits of $7.5 billion at June 30, 2025, increased $138 million from December 31, 2024, with growth in interest-bearing demand and time deposits, as well as some continued migration to higher rate deposit products. Year-to-date average deposits were $327 million (5%) higher than the first six months of 2024. For additional information regarding deposits, see “Balance Sheet Analysis – Deposits.”

Current wording

•Total deposits of $7.6 billion at September 30, 2025, increased $208 million from December 31, 2024, with growth in core deposits of $353 million, partly offset by a $145 million reduction in brokered deposits. Year-to-date average deposits were $330 million (5%) higher than the first nine months of 2024. For additional information regarding deposits, see “Balance Sheet Analysis – Deposits.”

Previous wording

At the beginning of 2024, the Federal Funds range was 5.25% to 5.50%. The Federal Reserve decreased short-term interest rates a total of 100 bps during the second half of 2024, resulting in a Federal Funds range of 4.25% to 4.50% at December 31, 2024. There were no changes to the Federal Funds range during the first half of 2025.

Current wording

At the beginning of 2024, the Federal Funds range was 5.25% to 5.50%. The Federal Reserve decreased short-term interest rates a total of 100 bps during the second half of 2024, resulting in a Federal Funds range of 4.25% to 4.50% at December 31, 2024. During third quarter 2025, the Federal Reserve decreased short-term interest rates 25 bps, resulting in a Federal Funds range of 4.00% to 4.25% at September 30, 2025.

Previous wording

Tax-equivalent net interest income was $147 million for the six months ended June 30, 2025, an increase of $18 million (14%) over the six months ended June 30, 2024. The $18 million increase in tax-equivalent net interest income was attributable to both favorable rates and favorable volumes, which added $12 million and $6 million to net interest income, respectively.

Current wording

Tax-equivalent net interest income was $227 million for the nine months ended September 30, 2025, an increase of $29 million (15%) over the nine months ended September 30, 2024. The $29 million increase in tax-equivalent net interest income was attributable to both favorable rates and favorable volumes, which added $18 million and $11 million to net interest income, respectively.

Previous wording

Average interest-earning assets increased $429 million (6%) to $8.1 billion over the comparable 2024 period, due primarily to loan growth. Between the comparable six-month periods, average loans increased $324 million (5%), from organic loan growth. Average investment securities were minimally changed (up $10 million) between the comparable six-month periods, while other interest-earning assets increased $94 million (mostly cash). The mix of average interest-earning assets was unchanged between the comparable six-month periods, and was comprised of 84% loans, 11% investments and 5% other interest-earning assets (mostly cash).

Current wording

Average interest-earning assets increased $413 million (5%) to $8.1 billion over the comparable 2024 period, due primarily to loan growth. Between the comparable nine-month periods, average loans increased $316 million (5%), from organic loan growth. Average investment securities increased slightly (up $17 million) between the comparable nine-month periods, while other interest-earning assets increased $79 million (mostly cash). As a result, the mix of average interest-earning assets was 83% loans, 11% investments and 6% other interest-earning assets (mostly cash) for the first nine months of 2025, compared to 84%, 11%, and 5%, respectively, for the first nine months of 2024 .

Previous wording

Average interest-bearing liabilities were $6.0 billion for the first six months of 2025, an increase of $378 million (7%) over the first six months of 2024, due primarily to deposit growth. Average interest-bearing core deposits increased $337 million and average brokered deposits increased $47 million between the comparable six-month periods, reflecting growth in higher cost deposit products and a shift in funding strategy. Wholesale funding decreased $5 million between the comparable six-month periods. The mix of average interest-bearing liabilities was also unchanged between the comparable six-month periods, and was comprised of 84% core deposits, 13% brokered deposits and 3% wholesale funding.

Current wording

Average interest-bearing liabilities were $5.9 billion for the first nine months of 2025, an increase of $338 million (6%) over the first nine months of 2024, due primarily to deposit growth. Average interest-bearing core deposits increased $357 million while average brokered deposits decreased $6 million between the comparable nine-month periods, reflecting growth in higher cost deposit products and a shift in funding strategy. Wholesale funding decreased $13 million between the comparable nine-month periods. The mix of average interest-bearing liabilities was comprised of 85% core deposits, 13% brokered deposits and 2% wholesale funding for the first nine months of 2025, compared to 84%, 14%, and 2% respectively, for the first nine months of 2024.

Previous wording

The interest rate spread increased 36 bps between the comparable six-month periods, mostly from the repricing of new and renewed loans, as the loan yield improved 17 bps to 6.15% between the comparable six-month periods. The yield on investment securities increased 32 bps to 3.21%, while the yield on other interest-earning assets (mostly cash) decreased 75 bps to 4.57%, consistent with the Federal Reserve interest rate cuts in 2024. The cost of interest-bearing liabilities decreased 21 bps to 2.84% for the first half of 2025, mostly due to lower deposit costs. As a result, the tax-equivalent net interest margin was 3.65% for the first half of 2025, a 28 bps increase over 3.37% for the first half of 2024.

Current wording

The interest rate spread increased 39 bps between the comparable nine-month periods. The loan yield improved 16 bps to 6.19% between the comparable nine-month periods, mostly from the repricing of new and renewed loans. The yield on investment securities increased 30 bps to 3.25%, while the yield on other interest-earning assets (mostly cash) decreased 78 bps to 4.55%, consistent with the Federal Reserve interest rate cuts. The cost of interest-bearing liabilities decreased 26 bps to

Previous wording

Tax-equivalent interest income was $231 million for the first half of 2025, up $17 million from the comparable period of 2024, comprised of $12 million higher average volume and $5 million higher average rates. Interest income on loans increased $15 million over the first half of 2024, due to both loan growth and higher rates. Interest expense was minimally changed at approximately $84 million for both first half periods, with the higher interest expense from deposit growth largely offset by lower deposit rates.

Current wording

Tax-equivalent interest income was $352 million for the first nine months of 2025, up $25 million from the comparable period of 2024, comprised of $18 million higher average volume and $7 million higher average rates. Interest income on loans increased $22 million over the first nine months of 2024, due to both loan growth and higher rates. Interest expense was $125 million for first nine months of 2025, down $4 million from the comparable period of 2024, with the higher interest expense from deposit growth more than offset by lower deposit rates.

Previous wording

The provision for credit losses was $2.6 million for the six months ended June 30, 2025, compared to $2.1 million for the six months ended June 30, 2024, with the increase for both periods attributable to growth and changes in the underlying loan portfolio.

Current wording

The provision for credit losses was $3.5 million for the nine months ended September 30, 2025, compared to $2.9 million for the nine months ended September 30, 2024, with the increase for both periods attributable to growth and changes in the underlying loan portfolio.

Previous wording

Noninterest income was $38.9 million for the first half of 2025, $0.2 million lower than the first half of 2024, largely due to changes in asset gains (losses). Noninterest income excluding net asset gains (losses) for the first half of 2025 was $39.4 million, a $2.9 million (8%) increase over the first half of 2024.

Current wording

Noninterest income was $62.5 million for the nine months ended September 30, 2025, $1.1 million higher than the comparable period of 2024, with growth in most core noninterest income categories, partly offset by lower net asset gains (losses). Noninterest income excluding net asset gains (losses) for the first nine months of 2025 was $61.7 million, a $4.0 million (7%) increase over the first nine months of 2024.

Previous wording

Wealth management fee income was $13.8 million, up $0.6 million (5%) from the first six months of 2024, including favorable market-related changes, as well as growth in accounts and assets under management.

Current wording

Wealth management fee income was $21.4 million, up $1.2 million (6%) from the first nine months of 2024, including favorable market-related changes, as well as growth in accounts and assets under management.

Previous wording

Mortgage income includes net gains received from the sale of residential real estate loans into the secondary market, capitalized mortgage servicing rights (“MSR”), servicing fees net of MSR amortization, fair value marks on the mortgage interest rate lock commitments and forward commitments (“mortgage derivatives”), and MSR valuation changes, if any. Net mortgage income of $4.8 million, increased $0.8 million (21%) between the comparable six-month periods, mostly due to higher secondary market volumes and the related gains on sales. See also Note 6, “Goodwill and Other Intangibles and Servicing Rights” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures on the MSR asset.

Current wording

Mortgage income includes net gains received from the sale of residential real estate loans into the secondary market, capitalized mortgage servicing rights (“MSR”), servicing fees net of MSR amortization, fair value marks on the mortgage interest rate lock commitments and forward commitments (“mortgage derivatives”), and MSR valuation changes, if any. Net mortgage income of

Previous wording

Services charges on deposit accounts were $4.0 million, up $0.6 million (17%) from the first six months of 2024, on growth in both accounts and account analysis fees.

Current wording

Services charges on deposit accounts were $6.0 million, up $0.7 million (13%) from the first nine months of 2024, on growth in both accounts and account analysis fees.

Previous wording

Other income of $3.4 million for the six months ended June 30, 2025 was down $0.9 million from the comparable 2024 period, largely due to card incentive income.

Current wording

Other income of $5.5 million for the nine months ended September 30, 2025 was down $0.9 million from the comparable 2024 period, largely due to timing of card incentive income.

Previous wording

Net asset losses of $0.6 million for the first six months of 2025 were mostly due to unfavorable fair value marks on equity securities. Net asset gains of $2.5 million for the first six months of 2024 were primarily attributable to gains of $1.6 million on sales of investments and a $0.9 million gain on the early extinguishment of Nicolet subordinated notes.

Current wording

Net asset gains of $0.7 million for the first nine months of 2025 were mostly due to favorable fair value marks on equity securities. Net asset gains of $3.7 million for the first nine months of 2024 included gains of $1.6 million on sales of investments, a $1.3 million gain on the early extinguishment of Nicolet subordinated notes, and $0.7 million favorable fair value marks on equity securities.

Previous wording

Noninterest expense was $97.7 million for the first half of 2025, an increase of $3.7 million (4%) over the first half of 2024. Personnel costs increased $2.8 million (5%), while non-personnel expenses combined increased $0.9 million (2%) compared to the first half of 2024.

Current wording

Noninterest expense was $147.8 million for the nine months ended September 30, 2025, an increase of $4.6 million (3%) over the comparable period of 2024. Personnel costs increased $3.3 million (4%), while non-personnel expenses combined increased $1.3 million (2%) compared to the first nine months of 2024.

Previous wording

Personnel expense was $55.6 million for the six months ended June 30, 2025, an increase of $2.8 million (5%) from the comparable period in 2024, reflecting merit increases between the years and higher incentives commensurate with current period earnings.

Current wording

Personnel expense was $85.1 million for the nine months ended September 30, 2025, an increase of $3.3 million (4%) from the comparable period in 2024, reflecting merit increases between the years and higher incentives commensurate with current period earnings.

Previous wording

Occupancy, equipment and office expense was $18.4 million for the six months ended June 30, 2025, up $0.8 million (5%) from the comparable period in 2024, mostly due to additional expense for software and technology solutions.

Current wording

Occupancy, equipment and office expense was $27.5 million for the nine months ended September 30, 2025, up $1.0 million (4%) from the comparable period in 2024, mostly due to additional expense for software and technology solutions.

Previous wording

Business development and marketing was $3.7 million for the first half of 2025, a reduction of $0.5 million from the comparable period in 2024, reflective of the timing and extent of marketing campaigns, promotions, and media.

Current wording

Business development and marketing was $5.9 million for the first nine months of 2025, a reduction of $0.1 million from the comparable period in 2024, reflective of the timing and extent of marketing campaigns, promotions, and media.

Previous wording

Data processing expense was $9.2 million, up $0.7 million (8%) between the comparable six-month periods, mostly due to volume-based increases in core and card processing charges.

Current wording

Data processing expense was $13.9 million, up $0.8 million (6%) between the comparable nine-month periods, mostly due to volume-based increases in core and card processing charges.

Previous wording

Intangibles amortization decreased $0.6 million between the comparable six-month periods due to lower amortization from the aging intangibles.

Current wording

Intangibles amortization decreased $0.8 million between the comparable nine-month periods due to lower amortization from the aging intangibles.

Previous wording

Other expense was $5.7 million, up $0.5 million (10%) between the comparable six-month periods, mostly due to higher audit-related expenses.

Current wording

Other expense was $8.0 million, up $0.5 million (6%) between the comparable nine-month periods, mostly due to higher audit-related expenses.

Previous wording

Income tax expense was $16.3 million (effective tax rate of 19.2%) for the first six months of 2025, compared to income tax expense of $14.0 million (effective tax rate of 19.7%) for the comparable period of 2024. The change in income tax expense was mostly due to the higher pretax earnings in 2025.

Current wording

Income tax expense was $26.4 million (effective tax rate of 19.3%) for the first nine months of 2025, compared to income tax expense of $22.3 million (effective tax rate of 20.0%) for the comparable period of 2024. The change in income tax expense was mostly due to the higher pretax earnings in 2025.

Previous wording

Net income was $36.0 million for the three months ended June 30, 2025, compared to net income of $29.3 million for the three months ended June 30, 2024. Earnings per diluted common share was $2.34 for second quarter 2025, compared to $1.92 for second quarter 2024.

Current wording

Net income was $41.7 million for the three months ended September 30, 2025, compared to net income of $32.5 million for the three months ended September 30, 2024. Earnings per diluted common share was $2.73 for third quarter 2025, compared to $2.10 for third quarter 2024.

Previous wording

Tax-equivalent net interest income was $75.6 million for second quarter 2025, an increase of $9.7 million from second quarter 2024. Interest income increased $8.7 million over second quarter 2024, while interest expense decreased $1.0 million from second quarter 2024. The increase in interest income was mostly attributable to strong loan growth (average loans increased $337 million or 5% over second quarter 2024) as well as higher yields (mostly from the repricing of new and renewed loans). Average investment securities increased $19 million between the comparable second quarter periods, while other interest-earning assets increased $51 million (primarily investable cash) between the comparable second quarter periods. The $1.0 million decrease in interest expense from second quarter 2024, was mostly attributable to lower deposit costs, partly offset by deposit growth. For additional information regarding average balances, net interest income and net interest margin, see “INCOME STATEMENT ANALYSIS — Net Interest Income.”

Current wording

Tax-equivalent net interest income was $79.7 million for third quarter 2025, an increase of $10.8 million from third quarter 2024. Interest income increased $7.6 million over third quarter 2024, while interest expense decreased $3.2 million from third quarter 2024. The increase in interest income was mostly attributable to strong loan growth (average loans increased $301 million or 5% over third quarter 2024) as well as higher yields (mostly from the repricing of new and renewed loans). Average investment securities increased $31 million between the comparable third quarter periods, while other interest-earning assets increased $51 million (primarily investable cash) between the comparable third quarter periods. The $3.2 million decrease in interest expense from third quarter 2024, was mostly attributable to lower deposit costs, partly offset by deposit growth. For additional information regarding average balances, net interest income and net interest margin, see “INCOME STATEMENT ANALYSIS — Net Interest Income.”

Previous wording

The net interest margin for second quarter 2025 was 3.72%, up 30 bps compared to 3.42% for second quarter 2024. The yield on interest-earning assets of 5.82% increased 14 bps from second quarter 2024, while the cost of funds of 2.86% decreased 23 bps between the comparable quarters.

Current wording

The net interest margin for third quarter 2025 was 3.86%, up 35 bps compared to 3.51% for third quarter 2024. The yield on interest-earning assets of 5.85% increased 9 bps from third quarter 2024, while the cost of funds of 2.76% decreased 35 bps between the comparable quarters.

Previous wording

Provision for credit losses was $1.1 million for second quarter 2025, compared to $1.4 million provision for credit losses for second quarter 2024. For additional information regarding the allowance for credit losses-loans and asset quality, see “BALANCE SHEET ANALYSIS — Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS — Nonperforming Assets.”

Current wording

Provision for credit losses was $1.0 million for third quarter 2025, compared to $0.8 million provision for credit losses for third quarter 2024. For additional information regarding the allowance for credit losses-loans and asset quality, see “BALANCE SHEET ANALYSIS — Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS — Nonperforming Assets.”

Previous wording

Noninterest expense was $49.9 million for second quarter 2025, an increase of $3.1 million (7%) from second quarter 2024. Personnel expense increased $2.8 million mostly due to higher salaries and incentives, as well as the offsetting market valuation change of the NQDC plan liabilities. The increase in non-personnel expenses was mostly due to higher office expense for software and technology solutions and data processing, partly offset by lower business development and marketing. For additional information regarding noninterest expense, see “INCOME STATEMENT ANALYSIS — Noninterest Expense.”

Current wording

Noninterest expense was $50.1 million for third quarter 2025, an increase of $0.9 million (2%) from third quarter 2024. Personnel expense increased $0.5 million mostly due to higher salaries and incentives. The increase in non-personnel expenses was mostly due to higher building expense for cleaning and maintenance, as well as higher business development and marketing reflective of the timing and extent of marketing campaigns, promotions, and media. For additional information regarding noninterest expense, see “INCOME STATEMENT ANALYSIS — Noninterest Expense.”

Previous wording

Income tax expense was $8.7 million (effective tax rate of 19.5%) for second quarter 2025, compared to $7.5 million (effective tax rate of 20.3%) for second quarter 2024.

Current wording

Income tax expense was $10.1 million (effective tax rate of 19.5%) for third quarter 2025, compared to $8.3 million (effective tax rate of 20.4%) for third quarter 2024.

Previous wording

At June 30, 2025, period end assets were $8.9 billion, an increase of $134 million (2%) from December 31, 2024, mostly from loan growth. Total loans increased $213 million (3%) from December 31, 2024, mostly in commercial and industrial loans. Total deposits were $7.5 billion at June 30, 2025, an increase of $138 million (2%) from December 31, 2024, including an $8 million increase in brokered deposits and a $130 million increase in customer (core) deposits. Total stockholders’ equity was $1.2 billion at June 30, 2025, an increase of $17 million over December 31, 2024, with solid earnings and favorable movements in the securities portfolio market valuation partly offset by common stock repurchases and the quarterly common stock dividend.

Current wording

At September 30, 2025, period end assets were $9.0 billion, an increase of $233 million (3%) from December 31, 2024, mostly from loan growth, partly offset by lower cash balances. Total loans increased $248 million (4%) from December 31, 2024, mostly in commercial and industrial loans. Total deposits were $7.6 billion at September 30, 2025, an increase of $208 million (3%) from December 31, 2024, with growth in customer (core) deposits of $353 million, partly offset by a $145 million reduction in brokered deposits. Total stockholders’ equity was $1.2 billion at September 30, 2025, an increase of $42 million over December 31, 2024, with solid earnings and favorable movements in the securities portfolio market valuation partly offset by common stock repurchases and the quarterly common stock dividend.

Previous wording

Total loans of $6.8 billion at June 30, 2025, increased $213 million (3%) from December 31, 2024, mostly in commercial and industrial loans. At June 30, 2025, commercial and industrial loans and agricultural loans represented the largest segments of Nicolet’s loan portfolio, with each at 20% of the total portfolio. The next largest segments were CRE investment and residential first mortgage, with each representing 18% of the total loan portfolio. The loan portfolio is widely diversified and included the following industries: manufacturing, wholesaling, paper, packaging, food production and processing, agriculture, forest products, hospitality, retail, service, and businesses supporting the general building industry. The following chart provides the industry distribution of our commercial loan portfolio at June 30, 2025.

Current wording

Total loans of $6.9 billion at September 30, 2025, increased $248 million (4%) from December 31, 2024, mostly in commercial and industrial loans. At September 30, 2025, commercial and industrial loans and agricultural loans represented the largest segments of Nicolet’s loan portfolio, with each at 20% of the total portfolio. The next largest segments were CRE investment and residential first mortgage, representing 17% and 18% of the total loan portfolio, respectively. The loan portfolio is widely diversified and included the following industries: manufacturing, wholesaling, paper, packaging, food production and processing, agriculture, forest products, hospitality, retail, service, and businesses supporting the general building industry. The following chart provides the industry distribution of our commercial loan portfolio at September 30, 2025.

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Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

2.81% for the first nine months of 2025, mostly due to lower deposit costs. As a result, the tax-equivalent net interest margin was 3.72% for the first nine months of 2025, a 30 bps increase over 3.42% for the first nine months of 2024.

Current report — wording carried from elsewhere

$8.4 million, increased $1.6 million (23%) between the comparable nine-month periods, mostly due to higher secondary market volumes and the related gains on sales. See also Note 6, “Goodwill and Other Intangibles and Servicing Rights” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures on the MSR asset.
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Previous report — wording carried elsewhere

The following discussion is management’s analysis of Nicolet’s consolidated financial condition as of June 30, 2025 and December 31, 2024 and results of operations for the three and six-month periods ended June 30, 2025 and 2024. It should be read in conjunction with our audited consolidated financial statements included in Nicolet’s 2024 Annual Report on Form 10-K.