Nicolet Bankshares to Acquire MidWestOne in $864M All-Stock Deal
The merger creates a $15 billion regional banking powerhouse in the Upper Midwest, announced alongside strong Q3 earnings from both banks.
Nicolet Bankshares, Inc. (NYSE: NIC) announced Thursday it will acquire MidWestOne Financial Group, Inc. (NASDAQ: MOFG) in an all-stock transaction valued at approximately $864 million. The deal aims to create a formidable community banking franchise in the Upper Midwest with over $15 billion in combined assets.
The announcement, made concurrently with strong third-quarter earnings reports from both institutions, sent shares of Green Bay, Wisconsin-based Nicolet down about 3.3% in morning trading, a typical reaction for an acquirer in an all-stock deal. Conversely, shares of Iowa City-based MidWestOne saw significant interest.
Under the terms of the definitive merger agreement, MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each share of MidWestOne they own. Based on Nicolet's recent trading price, this implies a value of $41.37 per share for MidWestOne, representing a substantial premium over its recent closing prices. Upon completion, MidWestOne shareholders will own approximately 30% of the combined company.
"We view MidWestOne as kindred spirits," said Mike Daniels, Chairman, President, and CEO of Nicolet in a joint press release. "We have a shared approach of being a responsible and responsive community bank. This is a transformational acquisition that makes us a better bank."
Strategic Expansion and Financial Impact
The merger significantly expands Nicolet's footprint, creating a combined entity with $15.3 billion in assets, $13.1 billion in deposits, and $11.3 billion in loans, based on September 30, 2025 financials. The new institution will operate over 110 branches across Wisconsin, Iowa, Minnesota, Michigan, and also has locations in Denver, Colorado, and Naples, Florida.
Executives expect the deal to be highly accretive to earnings, projecting a 37% increase in 2026 earnings per share, excluding one-time merger-related costs. The banks also anticipate a negligible earnback period for the mild dilution to tangible book value. This financial structure underscores the strategic rationale of building scale and efficiency in a competitive market.
Chip Reeves, CEO of MidWestOne, expressed enthusiasm for the merger. "We are excited to join Nicolet," he stated. "Their culture, business model, and consistent financial performance are what we admire. Together, we are better."
Dual News Powers the Day
Adding another layer to the day's events, both banks reported impressive financial results for the third quarter. Nicolet announced a record net income of $42 million, or $2.73 per diluted share. MidWestOne also posted strong numbers, with net income rising to $17.0 million, a significant jump from the previous quarter.
This merger arrives amid a wave of consolidation in the U.S. regional banking sector. According to market analysis from GuruFocus, the first half of 2025 saw 71 bank M&A deals, up from 59 in the same period last year, as institutions seek greater scale to navigate regulatory pressures and economic uncertainties.
Path to Completion
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the first half of 2026. The deal is subject to customary closing conditions, including approvals from regulators and shareholders of both Nicolet and MidWestOne.
The board of the combined company will consist of eight directors from Nicolet and four from MidWestOne, ensuring integrated leadership post-merger. Keefe, Bruyette & Woods acted as the financial advisor to Nicolet, while Piper Sandler & Co. advised MidWestOne.