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•Record net income of $151 million for full year 2025, compared to net income of $124 million for 2024

•Diluted earnings per share of $9.78 for full year 2025, a 21.5% increase over 2024

•RoA of 1.68% and RoTCE (non-GAAP) of 18.53% for full year 2025, with RoE of 12.58%

•Net interest margin of 3.76% for full year 2025, improved 29 bps over 2024

•Exceptional year-over-year core deposit growth of $497 million (7%)

•Solid year-over-year loan growth of $210 million (3%)

Green Bay, Wisconsin, January 20, 2026 - Nicolet Bankshares, Inc. (NYSE: NIC) (“Nicolet”) announced record net income of $151 million and earnings per diluted common share of $9.78 for full year 2025, compared to net income of $124 million and earnings per diluted common share of $8.05 for full year 2024. Net income for fourth quarter 2025 was $40 million and earnings per diluted common share was $2.65, compared to net income of $42 million and earnings per diluted common share of $2.73 for third quarter 2025, and net income of $34 million and earnings per diluted common share of $2.19 for fourth quarter 2024.

“2025 was a defining year for Nicolet. We delivered record earnings and earnings per share while exceeding our targets across nearly every key performance metric. This performance likely places us among the top performing community banks in the country and reflects disciplined execution and a relentless focus on fundamentals,” said Mike Daniels, Chairman, President, and CEO of Nicolet. “Delivering record net income while expanding our net interest margin and growing core deposits reflects the strength of our core community bank franchise and the trust our customers place in us. We believe our model—rooted in community banking and long-term thinking—positions us well for the opportunities ahead in 2026, including welcoming the customers and employees of MidWestOne.”

“We expect to close the transaction with MidWestOne in the first quarter, following receipt of regulatory and shareholder approvals,” Daniels continued. “However, that’s when the real work of the acquisition begins – the melding of two similar cultures and geographies into one. Based on what I’ve seen thus far through the integration planning process, I am more excited by this combination than I ever have been. I have sensed nothing but excitement from the people across MidWestOne, and have little doubt our two teams of employees will come together as one very quickly while we work through the integration process over the next several months to continue to deliver shared success to our three circles - shareholders, customers and employees.”

At December 31, 2025, period end assets were $9.2 billion, an increase of $156 million from September 30, 2025, mostly higher cash balances related to deposit growth. Total loans decreased $38 million from September 30, 2025, while total deposits of $7.7 billion at December 31, 2025, increased $119 million from September 30, 2025, including a $144 million increase in customer (core) deposits, partly offset by a $25 million decrease in brokered deposits. Total capital was $1.3 billion at December 31, 2025, an increase of $43 million over September 30, 2025, with solid earnings and favorable movements in the securities portfolio market valuation partly offset by the quarterly common stock dividend.

Nonperforming assets were $32 million and represented 0.35% of total assets at December 31, 2025, compared to 0.31% of total assets at September 30, 2025 and 0.33% of total assets at December 31, 2024. The allowance for credit losses-loans was $69 million and represented 1.01% of total loans at December 31, 2025, compared to $69 million (or 1.00% of total loans) at September 30, 2025, and $66 million (or 1.00% of total loans) at December 31, 2024. Asset quality trends remain solid and loan net charge-offs were negligible.

Net income was $151 million for the year ended December 31, 2025, compared to net income of $124 million for the year ended December 31, 2024.

Net interest income was $306 million for the year ended December 31, 2025, $38 million higher than the year ended December 31, 2024, attributable to both favorable rates and favorable volumes. Interest income of $471 million for full year 2025 increased over 2024, mostly due to loan growth, while interest expense decreased $6 million as deposit growth was more than offset by lower overall deposit rates. The net interest margin for full year 2025 was 3.76%, an increase of 29 bps over 3.47% for full year 2024. The yield on interest-earning assets increased 10 bps (to 5.76%), while the cost of interest-bearing liabilities decreased 27 bps (to 2.76%).

Noninterest income of $86 million for full year 2025 increased $3 million over full year 2024, with growth in most core noninterest income categories, partly offset by lower net asset gains (losses). Excluding the net asset gains (losses), noninterest income for full year 2025 increased $6 million over 2024, including $2 million higher wealth management fee income and $2 million higher net mortgage income.

Noninterest expense of $201 million for full year 2025 increased $9 million over full year 2024. Personnel expense increased $7 million, including higher incentives commensurate with record net income as well as annual merit increases between the years. Non-personnel expenses combined increased $2 million mostly from higher occupancy and merger-related expenses, partly offset by lower intangible amortization.

Net income was $40 million for fourth quarter 2025, compared to net income of $42 million for third quarter 2025.

Net interest income was $81 million for fourth quarter 2025, $2 million higher than third quarter 2025, primarily due to a reduction in average funding costs from recent interest rate cuts. Interest income was minimally changed between the sequential quarters with growth in average earning assets offset by lower rates, while interest expense decreased $2 million. The net interest margin for fourth quarter 2025 was 3.86%, unchanged from third quarter 2025. The yield on interest-earning assets decreased 13 bps (to 5.72%), while the cost of interest-bearing liabilities for fourth quarter 2025 decreased 15 bps (to 2.61%).

Noninterest income of $23 million for fourth quarter 2025 decreased $1 million from third quarter 2025, mostly due to a $0.9 million unfavorable change in net asset gains from equity security market valuations. Excluding the net asset gains, noninterest income for third quarter increased $0.3 million over the prior quarter, primarily due to a $0.6 million increase in wealth income.

Noninterest expense of $53 million for fourth quarter 2025 increased $3 million from third quarter 2025, and was comprised of a $0.8 million increase in personnel expense and a $2.2 million increase in non-personnel related expenses. The increase in non-personnel expenses was mostly due to merger-related expenses.

Nicolet’s Board of Directors has declared a quarterly cash dividend of $0.32 per share to shareholders of its common stock. The dividend will be payable on March 16, 2026, to shareholders of record as of March 2, 2026.

Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing, full-service, community bank providing services ranging from commercial, agricultural and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches primarily in Wisconsin, Michigan, and Minnesota. More information can be found at www.nicoletbank.com.

This communication contains non-GAAP financial measures, such as non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted common share, tangible book value per common share, return on average tangible common equity, and tangible common equity to tangible assets.

Management believes such measures to be helpful to management, investors and others in understanding Nicolet’s results of operations and financial position. When non-GAAP financial measures are used, the comparable GAAP financial measures, as well as the reconciliation of the non-GAAP measures to the GAAP financial measures, are provided. See “Reconciliation of Non-GAAP Financial Measures (Unaudited)” below. The non-GAAP net income measure and related reconciliation provide information useful to investors in understanding the operating performance and trends of Nicolet and also aid investors in comparing Nicolet’s financial performance to the financial performance of peer banks. Management considers non-GAAP financial ratios to be critical metrics with which to analyze and evaluate financial condition and capital strengths. While non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

This communication contains statements that constitute “forward-looking statements” within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements include, but are not limited to, statements related to the expected timing of the proposed merger between Nicolet and MidWestOne Financial Group, Inc. (“MidWestOne”) and the expected speed of the integration process, and other statements that may not be historical facts. You can identify these forward-looking statements through the use of words such as “anticipate,” “believe,” “assume,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions of the future or otherwise regarding the outlook for Nicolet’s, MidWestOne’s or the combined company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control or predict. A number of factors could cause actual results and outcomes to differ materially from those contemplated by these forward-looking statements. These factors include, but are not limited to: (1) the risk that integration of MidWestOne’s and Nicolet’s respective businesses will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (2) the parties’ inability to meet expectations regarding the timing of the proposed merger; (3) the failure to obtain the necessary approvals by the shareholders of Nicolet or MidWestOne; (4) the inability of either Nicolet or MidWestOne to obtain required governmental approvals of the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (5), the failure to satisfy other conditions to completion of the proposed 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 merger agreement; and (6) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against Nicolet, MidWestOne or the combined company.

All forward-looking statements included in this communication are made as of the date hereof and are based on information available to management at that time. Except as required by law, Nicolet does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

This communication includes information relating to the proposed merger transaction involving Nicolet and MidWestOne. In connection with the proposed merger, Nicolet has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a joint proxy statement/prospectus and other relevant documents concerning the merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/ PROSPECTUS BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NICOLET, MIDWESTONE AND THE PROPOSED MERGER.

Investors may obtain copies of the joint proxy statement/prospectus and other relevant documents (as they become available) free of charge at the SEC’s website (www.sec.gov). Copies of the documents filed with the SEC by Nicolet will be available free of charge on Nicolet’s website at www.nicoletbank.com. Copies of the documents filed with the SEC by MidWestOne will be available free of charge on MidWestOne’s website at www.midwestonefinancial.com/financials/sec-filings.

Nicolet, MidWestOne, and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Nicolet and the shareholders of MidWestOne in connection with the proposed merger. Information about the directors and executive officers of Nicolet is available in Nicolet’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 18, 2025, and in other documents subsequently filed by Nicolet with the SEC, which can be obtained free of charge through the website maintained by the SEC. Any changes in the holdings of Nicolet’s securities by its directors or executive officers from the amounts described in the Nicolet 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Nicolet 2025 Proxy and are available at the SEC’s website. Information about the directors and executive officers of MidWestOne is available in MidWestOne’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 11, 2025 (the “MidWestOne 2025 Proxy”) and in the MidWestOne Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 and in other documents subsequently filed by MidWestOne with the SEC, which can be obtained free of charge through the website maintained by the SEC. Any changes in the holdings of MidWestOne’s securities by its directors or executive officers from the amounts described in the MidWestOne 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the MidWestOne 2025 Proxy and are available at the SEC’s website. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents to be filed with the SEC.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

(1)Income statement-related ratios for partial-year periods are annualized.

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

(3)Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.

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

(2) The yield on tax-exempt loans and tax-exempt investment securities is computed on a tax-equivalent basis using a federal tax rate of 21%, and adjusted for the disallowance of interest expense.

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

Note: Numbers may not sum due to rounding.

(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.

(2)Includes the gains / (losses) on other assets and investments.

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

(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 ratios have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.