NICOLET BANKSHARES INC

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. 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.

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, Iowa, and Minnesota. The following discussion is management’s analysis of Nicolet’s consolidated financial condition as of March 31, 2026 and December 31, 2025 and results of operations for the three-month periods ended March 31, 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.

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 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:

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 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:

Previous 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;

Current 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, such as the recently completed acquisition of MidWest One;

Previous wording

•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, such as potential effects of the federal One Big Beautiful Bill Act on us or our customers;

Current wording

•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;

Previous wording

(2) The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets are non-GAAP financial measures that exclude goodwill and other intangibles, net. These financial ratios have been included as management considers them to be useful metrics with which to analyze and evaluate financial condition and capital strength. See “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

Current wording

(2) See “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

Previous wording

We identify “tangible book value per common share,” “return on average tangible common equity,” “tangible common equity to tangible assets” “adjusted net income,” and “adjusted diluted earnings per common share” as “non-GAAP financial measures.” In accordance with the SEC’s rules, we identify certain financial measures as non-GAAP financial measures if such financial measures exclude or include amounts in the most directly comparable measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in effect in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures, ratios or statistical measures calculated using exclusively financial measures calculated in accordance with GAAP.

Current wording

We identify “tangible book value per common share,” “return on average tangible common equity,” “tangible common equity to tangible assets” “core net income,” and “core diluted earnings per common share” as “non-GAAP financial measures.” In accordance with the SEC’s rules, we identify certain financial measures as non-GAAP financial measures if such financial measures exclude or include amounts in the most directly comparable measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in effect in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures, ratios or statistical measures calculated using exclusively financial measures calculated in accordance with GAAP.

Previous wording

Management believes that the presentation of these non-GAAP financial measures (a) are important metrics used to analyze and evaluate our financial condition and capital strength and provide important supplemental information that contributes to a proper understanding of our operating performance and trends, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to compare our financial performance to the financial performance of our peers and to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented in the table below.

Current wording

Management believes that the presentation of these non-GAAP financial measures (a) are important metrics used to analyze and evaluate our financial condition and capital strength and provide important supplemental information that contributes to a proper understanding of our operating performance and trends, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to compare our financial performance to the financial performance of our peers and to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented in the following table.

Previous wording

(1) The adjusted net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also to aid investors in the comparison of Nicolet’s financial performance to the financial performance of peer banks.

Current wording

(1) The core net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also to aid investors in the comparison of Nicolet’s financial performance to the financial performance of peer banks.

Previous wording

(3) Assumes an effective tax rate of 19.5%.

Current wording

(3) Assumes an effective tax rate of 21.5% for 2026 and 19.5% for 2025.

Previous wording

(4) The ratios of tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets exclude goodwill and other intangibles, net. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.

Current wording

(5) The ratios of tangible book value per common share, return on average tangible common equity, core return on average tangible common equity, and tangible common equity to tangible assets exclude goodwill and other intangibles, net. In addition, the ratios of return on average tangible common equity and core return on average tangible common equity remove the intangibles amortization, net of tax, from the numerator. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.

Previous 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.

Current wording

Nicolet recognized net income of $15 million (or earnings per diluted common share of $0.81) for first quarter 2026, compared to net income of $40 million (or earnings per diluted common share of $2.65) for fourth quarter 2025, and net income of $33 million (or earnings per diluted common share of $2.08) for first quarter 2025.

Previous 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.”

Current wording

$7.1 million increase in interest expense. For additional information regarding net interest income, see “INCOME STATEMENT ANALYSIS — Net Interest Income.”

Previous 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.”

Current wording

•Noninterest expense was $110 million for first quarter 2026, an increase of $62 million over first quarter 2025. Personnel costs increased $12 million (44%), while non-personnel expenses combined increased $50 million, primarily driven by merger-related expenses and higher overall expense for a larger operating base. For additional information regarding noninterest expense, see “INCOME STATEMENT ANALYSIS — Noninterest Expense.”

Previous wording

(3)Loan purchase accounting accretion included in Total loans interest above, and the related impact to net interest margin.

Current wording

(3)Loan purchase accounting accretion and Loan nonaccrual interest included in Total loans interest above, and the related impact to net interest margin.

Previous wording

(1)The change in interest due to both rate and volume has been allocated in proportion to the relationship of dollar amount of change in each.

Current wording

(1)The change in interest due to both rate and volume has been allocated in proportion to the relationship of dollar amounts of change in each.

Previous wording

(1)Nonaccrual loans and loans held for sale are included in the daily average loan balances outstanding.

Current wording

(2)Nonaccrual loans and loans held for sale are included in the daily average loan balances outstanding.

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. 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.

Current wording

At the beginning of 2025, the Federal Funds range was 4.25% to 4.50%. During the second half of 2025, the Federal Reserve decreased short-term interest rates a total of 75 bps, resulting in a Federal Funds range of 3.50% to 3.75% at December 31, 2025. There were no changes to the range in first quarter 2026.

Previous 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 .

Current wording

Average interest-earning assets increased $3.2 billion (39%) to $11.2 billion over the comparable 2025 period, primarily due to the MidWest One acquisition. Between the comparable first quarter periods, average loans increased $2.5 billion (37%), due to the MidWest One acquisition and organic loan growth. Average investment securities increased $594 million between the comparable three-month periods, while other interest-earning assets increased $78 million (mostly cash), both primarily due to the MidWest One acquisition. The mix of average interest-earning assets was 82% loans, 13% investments and 5% other interest-earning assets (mostly cash) for first quarter 2026, compared to 83%, 11%, and 6%, respectively, for first quarter 2025 .

Previous 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.

Current wording

Average interest-bearing liabilities were $8.4 billion for the first three months of 2026, an increase of $2.4 billion (40%) over the first three months of 2025, primarily due to the MidWest One acquisition. Average interest-bearing core deposits increased $2.5 billion, while average brokered deposits decreased $110 million between the comparable three-month periods. The mix of average interest-bearing liabilities was comprised of 92% core deposits, 6% brokered deposits and 2% wholesale funding for first quarter 2026, compared to 87%, 10%, and 3% respectively, for first quarter 2025.

Previous 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

Current wording

The interest rate spread increased 53 bps between the comparable three-month periods. The loan yield improved 10 bps to 6.18% between the comparable three-month periods, mostly from the repricing of new and renewed loans. The yield on investment securities increased 57 bps to 3.71%, while the yield on other interest-earning assets (mostly cash) decreased 89 bps to 3.69%, consistent with Federal Reserve interest rate cuts. The cost of interest-bearing liabilities decreased 47 bps to 2.36% for the first three months of 2026, mostly due to lower deposit costs. As a result, the tax-equivalent net interest margin was 3.98% for the first three months of 2026, a 40 bps increase over 3.58% for the first three months of 2025.

Previous 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.

Current wording

Tax-equivalent interest income was $159 million for the first three months of 2026, up $46 million from the comparable period of 2025, comprised of $44 million due to higher average volume and $2 million due to higher average rates. Interest income on loans increased $40 million compared to first three months of 2025, due to both increased volume and yield. Interest expense was $49 million for first three months of 2026, up $7 million from the comparable period of 2025, with higher volumes partly offset by lower deposit costs.

Previous 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.

Current wording

Noninterest income was $25 million for the three months ended March 31, 2026, $7 million (39%) higher than the comparable period of 2025, with growth in most core noninterest income categories primarily due to the acquisition of MidWest One. Noninterest income excluding net asset gains (losses) for the first three months of 2026 was $26 million, an $8 million (41%) increase over the first three months of 2025.

Previous 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.

Current wording

Wealth management fee income was $11 million, up $4 million (53%) from the first three months of 2025, 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

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 $4 million increased $2 million (84%) between the comparable three-month periods, mostly due to higher secondary market volumes and the related gains on sales. See also Note 7, “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.

Previous 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.

Current wording

Services charges on deposit accounts were $3 million, up $1 million (56%) from the first three months of 2025, on growth in both accounts and account analysis fees, partially driven by the MidWest One acquisition.

Previous 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.

Current wording

Noninterest expense was $110 million for the three months ended March 31, 2026, an increase of $62 million (130%) over the comparable period of 2025. Personnel costs increased $12 million (44%), while non-personnel expenses combined increased $50 million (237%), primarily driven by merger-related expenses.

Previous 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.

Current wording

Personnel expense was $38 million for the three months ended March 31, 2026, an increase of $12 million (44%) from the comparable period in 2025, reflecting a larger employee base due to the acquisition of MidWest One, as well as merit increases between the years.

Previous 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.

Current wording

Occupancy, equipment and office expense was $12 million for the three months ended March 31, 2026, up $3 million (33%) from the comparable period in 2025, mostly due to an expanded footprint resulting from the acquisition of MidWest One.

Previous wording

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

Current wording

Intangibles amortization increased $3 million between the comparable three-month periods due to increased amortization on newly established intangibles from the MidWest One acquisition.

Previous 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.

Current wording

Income tax expense was $4 million (effective tax rate of 20.1%) for the first three months of 2026, compared to income tax expense of $8 million (effective tax rate of 18.8%) for the comparable period of 2025.

Previous wording

Nicolet services a diverse customer base primarily throughout Wisconsin, Michigan and Minnesota. We concentrate on originating loans in our local markets and assisting current loan customers. Nicolet actively utilizes government loan programs such as those provided by the U.S. Small Business Administration (“SBA”) and the U.S. Department of Agriculture’s Farm Service Agency (“FSA”).

Current wording

Nicolet services a diverse customer base primarily throughout Wisconsin, Michigan, Iowa and Minnesota. We concentrate on originating loans in our local markets and assisting current loan customers. Nicolet actively utilizes government loan programs such as those provided by the U.S. Small Business Administration (“SBA”) and the U.S. Department of Agriculture’s Farm Service Agency (“FSA”).

Previous wording

As noted in Table 6 above, the loan portfolio at September 30, 2025, was 76% commercial-based and 24% retail-based. Commercial-based loans are considered to have more inherent risk of default than retail-based loans, in part because of the broader list of factors that could impact a commercial borrower negatively. In addition, the commercial balance per borrower is typically larger than that for retail-based loans, implying higher potential losses on an individual customer basis. Credit risk on commercial-based loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Current wording

As noted in Table 6 above, the loan portfolio at March 31, 2026, was 79% commercial-based and 21% retail-based. Commercial-based loans are considered to have more inherent risk of default than retail-based loans, in part because of the broader list of factors that could impact a commercial borrower negatively. In addition, the commercial balance per borrower is typically larger than that for retail-based loans, implying higher potential losses on an individual customer basis. Credit risk on commercial-based loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Previous 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.

Current wording

Total loans of $10.9 billion at March 31, 2026, increased $4.0 billion (59%) from December 31, 2025, across various loan categories. At March 31, 2026, commercial and industrial loans and CRE investment loans represented the largest segments of Nicolet’s loan portfolio, with each at 22% of the total portfolio. The next largest segments were agricultural and residential first mortgage, representing 16% and 15% 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.

Previous wording

For additional disclosures on the allowance for credit losses, see Note 5, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1. A detailed discussion of the loan portfolio accounting policies, general loan portfolio characteristics, and credit risk are described in Note 1, “Nature of Business and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of the Company’s 2024 Annual Report on Form 10-K.

Current wording

For the updated allowance for credit losses accounting policy, see Note 1, “Basis of Presentation” and for additional disclosures on the allowance for credit losses, see Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1. A detailed discussion of the loan portfolio accounting policies, general loan portfolio characteristics, and credit risk are described in Note 1, “Nature of Business and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of the Company’s 2025 Annual Report on Form 10-K.

Previous wording

At September 30, 2025, the ACL-Loans was $69 million and represented 1.00% of period end loans, compared to $66 million (or 1.00% of period end loans) at December 31, 2024 and $66 million (or 1.00% of period end loans) at September 30, 2024. The components of the ACL-Loans are detailed further in Table 8 below.

Current wording

At March 31, 2026, the ACL-Loans was $133 million and represented 1.23% of period end loans, compared to $69 million (or 1.01% of period end loans) at December 31, 2025 and $67 million (or 1.00% of period end loans) at March 31, 2025. The increase in the ACL-Loans was primarily due to the acquisition of MidWest One. The components of the ACL-Loans are detailed further in Table 8 below.

Previous wording

Nonperforming loans are considered one indicator of potential future loan losses. Nonperforming loans are defined as nonaccrual loans and loans 90 days or more past due but still accruing interest. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately. Nonperforming assets include nonperforming loans and other real estate owned (“OREO”). At September 30, 2025, nonperforming assets were $28 million and represented 0.31% of total assets, compared to 0.33% of total assets at December 31, 2024, and 0.31% of total assets at September 30, 2024.

Current wording

Nonperforming loans are considered one indicator of potential future loan losses. Nonperforming loans are defined as nonaccrual loans and loans 90 days or more past due but still accruing interest. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately. Nonperforming assets include nonperforming loans and other real estate owned (“OREO”). At March 31, 2026, nonperforming assets were $79 million and represented 0.51% of total assets, compared to 0.35% of total assets at December 31, 2025, and 0.33% of total assets at March 31, 2025, with the increase primarily due to the acquisition of MidWest One.

Previous wording

The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining the appropriate level of the ACL-Loans. Potential problem loans are generally defined by management to include loans rated as Substandard by management but that are in performing status; however, there are circumstances present which might adversely affect the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that Nicolet expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial-based loans covering a diverse range of businesses and real estate property types. Potential problem loans were $79 million (1% of loans) and $68 million (1% of loans) at September 30, 2025 and December 31, 2024, respectively. Potential problem loans require heightened management review given the pace at which a credit may deteriorate, the potential duration of asset quality stress, and uncertainty around the magnitude and scope of economic stress that may be felt by Nicolet’s customers and on the underlying real estate or collateral values.

Current wording

Substandard by management but that are in performing status; however, there are circumstances present which might adversely affect the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that Nicolet expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial-based loans covering a diverse range of businesses and real estate property types. Potential problem loans were $184 million (2% of loans) and $71 million (1% of loans) at March 31, 2026 and December 31, 2025, respectively, with the increase primarily due to the acquisition of MidWest One. Potential problem loans require heightened management review given the pace at which a credit may deteriorate, the potential duration of asset quality stress, and uncertainty around the magnitude and scope of economic stress that may be felt by Nicolet’s customers and on the underlying real estate or collateral values.

Previous wording

Total deposits of $7.6 billion at September 30, 2025, increased $208 million (3%) from December 31, 2024. Core deposit balances of $7.0 billion at September 30, 2025, increased $353 million from December 31, 2024, while brokered deposits decreased $145 million. Compared to September 30, 2024, total deposits increased $351 million, including a $456 million increase in core deposits and a $104 million decrease in brokered deposits. The deposit composition is presented in Table 10 below.

Current wording

Total deposits of $12.6 billion at March 31, 2026, increased $4.9 billion (63%) from December 31, 2025, due to the MidWest One acquisition. Core deposit balances of $12.0 billion at March 31, 2026, increased $4.7 billion from December 31, 2025, while brokered deposits increased $178 million. The deposit composition is presented in Table 10 below.

Previous wording

Total estimated uninsured deposits were $2.3 billion (representing 30% of total deposits) at September 30, 2025, compared to $2.2 billion (representing 30% of total deposits) at December 31, 2024.

Current wording

Total estimated uninsured deposits were $4.4 billion (representing 35% of total deposits) at March 31, 2026, compared to $2.5 billion (representing 32% of total deposits) at December 31, 2025.

Previous wording

Liquidity management refers to the ability to ensure that adequate liquid funds are available to meet the current and future cash flow obligations arising in the daily operations of the Company. These cash flow obligations include the ability to meet the commitments to borrowers for extensions of credit, accommodate deposit cycles and trends, fund capital expenditures, pay dividends to stockholders (if any), and satisfy other operating expenses. The Company’s most liquid assets are cash and due from banks and interest-earning deposits, which totaled $474 million and $536 million at September 30, 2025 and December 31, 2024, respectively. Balances of these liquid assets are dependent on our operating, investing, and financing activities during any given period.

Current wording

Liquidity management refers to the ability to ensure that adequate liquid funds are available to meet the current and future cash flow obligations arising in the daily operations of the Company. These cash flow obligations include the ability to meet the commitments to borrowers for extensions of credit, accommodate deposit cycles and trends, fund capital expenditures, pay dividends to stockholders (if any), and satisfy other operating expenses. The Company’s most liquid assets are cash and due from banks and interest-earning deposits, which totaled $615 million and $660 million at March 31, 2026 and December 31, 2025, respectively. Balances of these liquid assets are dependent on our operating, investing, and financing activities during any given period.