NICOLET BANKSHARES INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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Exhibit Index
| EXHIBIT INDEX | ||
|---|---|---|
| Exhibit | Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger by and between Nicolet Bankshares, Inc. and MidWestOne Financial Group, Inc. dated October 23, 2025 (1) | |
| 3.1 | Amended and Restated Articles of Incorporation of Nicolet Bankshares, Inc. (2) | |
| 3.2 | Amended and Restated Bylaws of Nicolet Bankshares, Inc. (3) | |
| 4.1 | Indenture, dated as of July 7, 2021, by and between Nicolet Bankshares, Inc. and U.S. Bank National Association, as trustee. (4) | |
| 4.2 | Form of 3.125% Fixed-to-Floating Rate Subordinated Note due 2031 of Nicolet Bankshares, Inc. (4) | |
| 4.3 | Form of Common Stock Certificate of Nicolet Bankshares, Inc. (5) | |
| 4.8 | Description of Nicolet's Registered Securities. (6) | |
| 10.1† | Nicolet Bankshares, Inc. 2011 Long Term Incentive Plan, as amended and restated effective February 19, 2019, and approved by the shareholders of Nicolet Bankshares, Inc. on May 13, 2019, and forms of award documents. (7) | |
| 10.2† | Nicolet National Bank 2002 Deferred Compensation Plan, as amended. (8) | |
| 10.3† | Nicolet National Bank 2009 Deferred Compensation Plan for Non-Employee Directors. (9) | |
| 10.4† | Amended and Restated Employment Agreement, dated March 7, 2019, by and among the Registrant, Nicolet National Bank and Michael E. Daniels. (10) | |
| 10.5† | Succession Plan and Advisory Services Agreement, dated November 6, 2023, by and between the Registrant and Robert B. Atwell. (11) | |
| 10.6† | Employment Agreement, dated June 7, 2021, by and among the Registrant, Nicolet National Bank and H. Phillip Moore, Jr. (12) | |
| 10.7† | Nicolet Bankshares, Inc. Employee Stock Purchase Plan. (13) | |
| 10.8† | Form of Restricted Stock and Restricted Stock Unit Award Agreement with Michael E. Daniels. (14) | |
| 10.9† | Form of Restricted Stock Unit Award Agreement | |
| 10.10† | Amended and Restated Employment Agreement, dated February 28, 2024, by and among the Registrant, Nicolet National Bank and Eric J. Witczak. (15) | |
| 10.11† | Amended and Restated Employment Agreement, dated February 28, 2024, by and among the Registrant, Nicolet National Bank and Brad V. Hutjens. (16) | |
| 10.12† | Employment Agreement, dated April 15, 2024, by and among the Registrant, Nicolet National Bank and William Bohn. (17) | |
| 19.1 | Insider trading policies and procedures | |
| 21.1 | Subsidiaries of Nicolet Bankshares, Inc. | |
| 23.1 | Consent of Forvis Mazars, LLP | |
| 24.1 | Power of Attorney (contained herein as part of the signature pages). | |
| 31.1 | Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of CEO Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of CFO Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | |
| 97.1 | Policy relating to recovery of erroneously awarded compensation (18) | |
| 101 | Interactive data files for Nicolet Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | |
| 104 | Cover Page from Nicolet Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 (formatted in Inline XBRL and contained in Exhibit 101). | |
† Denotes a management compensatory agreement.
(1) Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 23, 2025 (File No. 001-37700).
(2) Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on March 12, 2014 (File No. 333-90052).
(3) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2020 (File No. 001-37700).
(4) Incorporated by reference to the exhibit of the same number in the Registrant’s Current Report on Form 8-K filed on July 7, 2021 (File No. 001-37700).
(5) Incorporated by reference to Exhibit 4.1 in the Registrant’s Registration Statement on Form S-4, filed on February 1, 2013 (Regis. No. 333-186401).
(6) Incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 26, 2021 (File No. 001-37700).
(7) Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 26, 2021 (File No. 001-37700).
(8) Incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed on March 10, 2017, 2021 (File No. 001-37700).
(9) Incorporated by reference to Exhibit 10.7 in the Registrant’s Registration Statement on Form S-4, filed on February 1, 2013 (Regis. No. 333-186401).
(10) Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on March 8, 2019 (File No. 001-37700).
(11) Incorporated by reference to Exhibit 10.1 in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 7, 2023 (File No. 001-37700).
(12) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2021 (File No. 001-37700).
(13) Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed March 7, 2018.
(14) Incorporated by reference to Exhibit 10.1 in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on October 31, 2025 (File No. 001-37700).
(15) Incorporated by reference to Exhibit 10.15 in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 28, 2024 (File No. 001-37700).
(16) Incorporated by reference to Exhibit 10.17 in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 28, 2024 (File No. 001-37700).
(17) Incorporated by reference to Exhibit 10.12 in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 25, 2025 (File No. 001-37700).
(18) Incorporated by reference to Exhibit 97.1 in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 28, 2024 (File No. 001-37700).
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