Form 8-K

8-K — NICOLET BANKSHARES INC

Accession: 0001174850-26-000093

Filed: 2026-04-21

Period: 2026-04-21

CIK: 0001174850

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nic-20260421.htm (Primary)

EX-99.1 (exhibit99_11q2026pressrele.htm)

GRAPHIC (nicoletbanksharesa08a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nic-20260421.htm · Sequence: 1

nic-20260421

0001174850false00011748502026-04-212026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 21, 2026

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin 001-37700 47-0871001

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

111 North Washington Street

Green Bay, Wisconsin 54301

(Address of principal executive offices)

(920) 430-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 per share NIC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 21, 2026, Nicolet Bankshares, Inc. (“Nicolet”) announced its earnings for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 2.02 and Exhibit 99.1, shall not be deemed to be incorporated by reference into Nicolet’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On April 21, 2026, Nicolet declared a quarterly cash dividend of $0.36 per share on its common stock. The dividend will be payable June 15, 2026, to shareholders of record as of June 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description of Exhibit

99.1

Press Release, dated April 21, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2026 NICOLET BANKSHARES, INC.

By: /s/ H. Phillip Moore, Jr.

H. Phillip Moore, Jr.

Chief Financial Officer

EX-99.1

Filename: exhibit99_11q2026pressrele.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

NICOLET BANKSHARES, INC. ANNOUNCES FIRST QUARTER 2026 EARNINGS

•Acquisition of MidWestOne closed on February 13, adding approximately $6 billion in assets

•Net income of $15 million ($52 million core *) for first quarter 2026, compared to net income of $40 million ($42 million core *) for fourth quarter 2025

•Diluted earnings per share of $0.81 ($2.75 core *) for first quarter 2026, compared to $2.65 ($2.73 core *) for fourth quarter 2025

•Return on average assets of 0.50% for first quarter 2026, and core * return on average assets of 1.68%

•Return on average tangible common equity of 6.49% for first quarter 2026, and core * return on average tangible common equity of 19.30%, with return on average equity of 3.44%

•Increased quarterly dividend on common stock by 13% to $0.36 per share

•Announced the sale of the Denver branches acquired from MidWestOne (approximately $390 million in loans and approximately $380 million in deposits) to Sunwest Bank

* Core net income, diluted earnings per share, return on average assets, and return on average tangible common equity are non-GAAP financial measures

Green Bay, Wisconsin, April 21, 2026 - Nicolet Bankshares, Inc. (NYSE: NIC) (“Nicolet”) announced net income of $15 million and earnings per diluted common share of $0.81 for first quarter 2026, compared to net income of $33 million and earnings per diluted common share of $2.08 for first quarter 2025 and net income of $40 million and earnings per diluted common share of $2.65 for fourth quarter 2025. Net income included certain non-core items, mostly merger-related expenses, that negatively impacted earnings per diluted common share $1.94 for first quarter 2026, resulting in core diluted earnings per common share (non-GAAP) of $2.75.

On February 13, 2026, Nicolet completed its acquisition of MidWestOne Financial Group, Inc. (“MidWestOne”), creating one of the largest community banks in the Upper Midwest. MidWestOne shareholders received 0.3175 shares of Nicolet common stock for each share of MidWestOne common stock owned, resulting in the issuance of approximately 6.6 million shares of Nicolet common stock valued at $1.0 billion (based upon the closing stock price of Nicolet’s common stock on February 13, 2026). Upon consummation, MidWestOne added total assets of $6.1 billion, loans of $4.4 billion, deposits of $5.3 billion, and preliminary goodwill of approximately $0.5 billion to Nicolet’s balance sheet.

Evaluation of financial performance and balance sheet line items is impacted both by the timing and size of the MidWestOne acquisition. Certain income statement results, average balances, and related ratios for 2026 include partial contributions from MidWestOne from the acquisition date.

“This quarter reflects disciplined execution through a period of transformational growth,” said Mike Daniels, Chairman, President, and CEO of Nicolet. “We delivered solid core earnings, expanded margins, and increased tangible book value with no material per share dilution in book value from the MidWestOne acquisition. Also, our strong profitability allows us to continue to return capital to shareholders through a 13% increase in our dividend as well as restarting our share repurchase program during the quarter. All of this occurred while completing a transaction that we believe strengthens Nicolet’s competitive position and long-term shared success returns to our Three Circles.”

Daniels continued, “The integration continues as planned with no surprises and I am continually encouraged by the alignment between our teams. Our core conversion is currently scheduled for late summer, after which all anticipated cost savings should be realized and we look to return to our regular position of producing top decile core profitability.”

Balance Sheet Review

At March 31, 2026, period end assets were $15.6 billion, an increase of $6.4 billion from December 31, 2025, largely due to the acquisition of MidWestOne, which added $6.1 billion of total assets at acquisition. Total loans increased $4.0 billion from December 31, 2025, with MidWestOne adding loans of $4.4 billion at acquisition. Total deposits of $12.6 billion at March 31, 2026, increased $4.9 billion from December 31, 2025, also largely due to the acquisition of MidWestOne. Total capital was $2.3 billion at March 31, 2026, an increase of $1.0 billion over December 31, 2025, mostly due to the acquisition of MidWestOne.

Asset Quality

Nonperforming assets were $79 million and represented 0.51% of total assets at March 31, 2026, compared to $32 million and 0.35% of total assets at December 31, 2025, with the increase largely due to the MidWestOne acquisition. The allowance for credit losses-loans was $133 million and represented 1.23% of total loans at March 31, 2026, compared to $69 million (or 1.01% of total loans) at December 31, 2025, with the increase mostly due to the allowance increase from the acquisition of MidWestOne. Asset quality trends remain solid and loan net charge-offs were negligible.

Income Statement Review - Quarter

Net income was $15 million for first quarter 2026, compared to net income of $40 million for fourth quarter 2025.

Net interest income was $110 million for first quarter 2026, $29 million (35%) higher than fourth quarter 2025, the net of a $38 million increase in interest income and a $9 million increase in interest expense. Average interest-earning assets of $11.2 billion were up $2.9 billion from fourth quarter 2025, with higher average loans (up $2.3 billion) and higher average securities (up $578 million), mostly due to the MidWestOne acquisition. Average interest-bearing liabilities of $8.4 billion were up $2.4 billion from fourth quarter 2025, mostly due to higher average interest-bearing deposits (up $2.4 billion) acquired with MidWestOne.

The net interest margin for first quarter 2026 was 3.98%, compared to 3.86% for fourth quarter 2025. The yield on interest-earning assets increased 1 bp (to 5.73%), while the cost of interest-bearing liabilities for first quarter 2026 decreased 25 bps (to 2.36%).

Noninterest income was $25 million for first quarter 2026, up $2 million compared to fourth quarter 2025. Excluding net asset gains (losses), noninterest income was up $3 million, including a $2 million increase in wealth management fee income and a $1 million increase in service charges on deposit accounts, both mostly due to the MidWestOne acquisition. Net asset losses were $1 million for first quarter 2026 (comprised primarily of a write-down on an equity investment), compared to nominal net asset gains for fourth quarter 2025.

Noninterest expense was $110 million for first quarter 2026, a $57 million increase from fourth quarter 2025, mostly due to a $39 million increase in merger-related expense. Personnel expense increased $8 million from fourth quarter 2025, reflecting the larger employee base post-acquisition. Non-personnel expense increased $49 million from fourth quarter 2025, and included the increase in merger-related expense, as well as higher overall expense for a larger operating base.

Subsequent Event

Nicolet National Bank has entered into a definitive purchase and assumption agreement to sell its Denver, Colorado banking branches (acquired in the MidWestOne transaction) to Sunwest Bank. This transaction is an all-cash deal that has been approved by the respective boards of directors, and is expected to close in third quarter 2026, subject to regulatory approval and other standard closing conditions. As of March 31, 2026, the Denver locations had total loans of approximately $390 million and deposits of approximately $380 million. Hovde Group, LLC served as financial adviser and Nelson Mullins Riley & Scarborough LLP provided legal counsel to Nicolet.

Declaration of Quarterly Cash Dividend to Shareholders

On April 21, 2026, Nicolet’s Board of Directors declared a quarterly cash dividend of $0.36 per share to holders of its common stock, an increase of $0.04 per share, or 13%, over the prior quarter. The dividend is payable on June 15, 2026, to shareholders of record as of June 1, 2026.

Next Quarterly Earnings Release

Nicolet expects to issue the second quarter 2026 earnings release on July 21, 2026.

About Nicolet Bankshares, Inc.

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, Iowa, Michigan, and Minnesota. More information can be found at www.nicoletbank.com.

Use of Non-GAAP Financial Measures

This communication contains non-GAAP financial measures, such as core net income, core 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.

Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

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 completion of the core conversion of the integration process of the Nicolet/MidWestOne merger and resulting cost savings, the expected return to top decile core profitability, the expected closing date of the sale of our Denver branches, 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 sale of the Denver branches; (3) the inability of either Nicolet or Sunwest Bank to obtain required governmental approvals of the proposed sale of the Denver branches on the timeline expected, or at all, and (4) the failure to satisfy other conditions to completion of the proposed sale, 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 purchase and assumption agreement.

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.

Nicolet Bankshares, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

3/31/2026 12/31/2025 9/30/2025 6/30/2025 3/31/2025

Assets

Cash and due from banks $ 123,359 $ 107,956 $ 94,402 $ 129,607 $ 105,085

Interest-earning deposits 492,092 552,276 379,555 293,031 467,095

Cash and cash equivalents 615,451 660,232 473,957 422,638 572,180

Securities available for sale, at fair value 1,986,946 859,834 861,534 849,253 838,105

Other investments 99,835 63,247 61,380 59,594 58,627

Loans held for sale 16,627 13,620 11,308 9,955 8,092

Other assets held for sale 400,443 — — — —

Loans 10,879,694 6,836,345 6,874,711 6,839,141 6,745,598

Allowance for credit losses - loans (133,435) (68,806) (68,785) (68,408) (67,480)

Loans, net

10,746,259 6,767,539 6,805,926 6,770,733 6,678,118

Premises and equipment, net 187,876 120,462 121,711 123,723 125,274

Bank owned life insurance (“BOLI”)

293,790 192,498 190,979 189,342 187,902

Goodwill and other intangibles, net 967,843 382,400 383,693 385,107 386,588

Accrued interest receivable and other assets 259,420 125,275 118,942 120,464 120,336

Total assets $ 15,574,490 $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222

Liabilities and Stockholders' Equity

Liabilities:

Noninterest-bearing demand deposits

$ 2,537,729 $ 1,828,928 $ 1,826,453 $ 1,800,335 $ 1,689,129

Interest-bearing deposits

10,086,635 5,901,843 5,785,012 5,741,338 5,883,061

Total deposits

12,624,364 7,730,771 7,611,465 7,541,673 7,572,190

Long-term borrowings 179,968 134,860 134,600 134,340 156,563

Other liabilities held for sale 385,882 — — — —

Accrued interest payable and other liabilities 127,399 61,814 68,405 64,698 63,201

Total liabilities 13,317,613 7,927,445 7,814,470 7,740,711 7,791,954

Stockholders' Equity:

Common stock 213 148 148 149 152

Additional paid-in capital 1,589,992 583,257 581,815 601,625 630,340

Retained earnings

706,099 697,799 662,252 625,243 594,068

Accumulated other comprehensive income (loss)

(39,427) (23,542) (29,255) (36,919) (41,292)

Total stockholders' equity 2,256,877 1,257,662 1,214,960 1,190,098 1,183,268

Total liabilities and stockholders' equity $ 15,574,490 $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222

Common shares outstanding 21,316,619 14,811,445 14,798,895 14,924,086 15,149,341

Nicolet Bankshares, Inc.

Consolidated Statements of Income (Unaudited)

For the Three Months Ended

(In thousands, except per share data)

3/31/2026 12/31/2025 9/30/2025 6/30/2025 3/31/2025

Interest income:

Loans, including loan fees $ 139,784 $ 106,579 $ 107,930 $ 105,976 $ 100,666

Taxable investment securities 11,955 6,294 6,201 6,027 5,560

Tax-exempt investment securities 1,358 972 998 1,017 1,049

Other interest income 5,115 6,393 5,204 4,618 5,466

Total interest income 158,212 120,238 120,333 117,638 112,741

Interest expense:

Deposits 46,656 37,622 39,312 40,472 39,465

Short-term borrowings — 1 — — —

Long-term borrowings 1,997 1,721 1,757 2,057 2,070

Total interest expense 48,653 39,344 41,069 42,529 41,535

Net interest income 109,559 80,894 79,264 75,109 71,206

Provision for credit losses

6,050 750 950 1,050 1,500

Net interest income after provision for credit losses

103,509 80,144 78,314 74,059 69,706

Noninterest income:

Wealth management fee income 10,655 8,196 7,629 6,811 6,975

Mortgage income, net

3,539 3,653 3,568 2,907 1,926

Service charges on deposit accounts

3,149 2,016 2,000 1,962 2,025

Card interchange income

4,228 3,772 3,752 3,699 3,337

BOLI income

1,882 1,857 1,654 1,429 1,420

Asset gains (losses), net

(867) 422 1,294 (199) (354)

Deferred compensation plan asset market valuations (277) 465 972 1,437 45

LSR income, net 711 644 668 950 1,057

Other noninterest income

2,274 2,067 2,082 1,637 1,792

Total noninterest income

25,294 23,092 23,619 20,633 18,223

Noninterest expense:

Personnel expense

38,159 30,233 29,437 29,114 26,521

Occupancy, equipment and office

12,375 9,169 9,028 9,104 9,330

Business development and marketing

2,337 2,093 2,223 1,593 2,100

Data processing

6,185 4,691 4,671 4,682 4,525

Intangibles amortization

4,096 1,293 1,414 1,481 1,552

FDIC assessments 1,275 1,033 1,005 1,029 940

Merger-related expense 40,686 1,956 — — —

Other noninterest expense

4,682 2,571 2,310 2,916 2,819

Total noninterest expense

109,795 53,039 50,088 49,919 47,787

Income before income tax expense 19,008 50,197 51,845 44,773 40,142

Income tax expense

3,812 9,873 10,110 8,738 7,550

Net income $ 15,196 $ 40,324 $ 41,735 $ 36,035 $ 32,592

Earnings per common share:

Basic

$ 0.83 $ 2.72 $ 2.81 $ 2.40 $ 2.14

Diluted

$ 0.81 $ 2.65 $ 2.73 $ 2.34 $ 2.08

Common shares outstanding:

Basic weighted average

18,232 14,804 14,836 15,029 15,256

Diluted weighted average

18,749 15,227 15,303 15,431 15,647

Nicolet Bankshares, Inc.

Consolidated Financial Summary (Unaudited)

For the Three Months Ended

(In thousands, except share & per share data)

3/31/2026 12/31/2025 9/30/2025 6/30/2025 3/31/2025

Selected Average Balances:

Loans

$ 9,194,624 $ 6,858,444 $ 6,843,189 $ 6,833,236 $ 6,710,206

Investment securities

1,479,693 902,147 903,839 900,469 886,010

Interest-earning assets

11,235,506 8,381,031 8,206,651 8,140,178 8,078,997

Cash and cash equivalents 576,905 634,751 480,208 423,272 497,865

Goodwill and other intangibles, net

642,403 382,956 384,296 385,735 387,260

Total assets

12,429,336 9,163,123 8,984,344 8,909,653 8,849,412

Deposits

10,386,008 7,717,321 7,583,986 7,504,224 7,446,107

Interest-bearing liabilities

8,363,619 5,989,196 5,911,850 5,972,117 5,953,083

Stockholders’ equity (common) 1,792,181 1,234,619 1,194,974 1,183,316 1,178,868

Selected Ratios: (1)

Book value per common share $ 105.87 $ 84.91 $ 82.10 $ 79.74 $ 78.11

Tangible book value per common share (2)

$ 60.47 $ 59.09 $ 56.17 $ 53.94 $ 52.59

Return on average assets

0.50 % 1.75 % 1.84 % 1.62 % 1.49 %

Return on average common equity

3.44 12.96 13.86 12.21 11.21

Return on average tangible common equity (2)

6.49 19.27 20.98 18.72 17.34

Core return on average assets (non-GAAP) (2)

1.68 1.80 1.80 1.63 1.51

Core return on average common equity (non-GAAP) (2)

11.66 13.35 13.51 12.27 11.31

Core return on average tangible common equity (non-GAAP) (2)

19.30 19.84 20.47 18.80 17.48

Average equity to average assets

14.42 13.47 13.30 13.28 13.32

Stockholders’ equity to assets

14.49 13.69 13.46 13.33 13.18

Tangible common equity to tangible assets (2)

8.82 9.94 9.61 9.42 9.28

Net interest margin 3.98 3.86 3.86 3.72 3.58

Efficiency ratio

80.30 51.00 49.10 51.79 52.94

Effective tax rate

20.05 19.67 19.50 19.52 18.81

Selected Asset Quality Information:

Nonaccrual loans

$ 73,494 $ 31,679 $ 27,463 $ 27,735 $ 28,325

Other real estate owned

5,985 667 767 881 946

Nonperforming assets

$ 79,479 $ 32,346 $ 28,230 $ 28,616 $ 29,271

Net loan charge-offs (recoveries)

$ 833 $ 529 $ 573 $ 372 $ 342

Allowance for credit losses-loans to loans

1.23 % 1.01 % 1.00 % 1.00 % 1.00 %

Net charge-offs to average loans (1)

0.04 0.03 0.03 0.02 0.02

Nonperforming loans to total loans

0.68 0.46 0.40 0.41 0.42

Nonperforming assets to total assets

0.51 0.35 0.31 0.32 0.33

Stock Repurchase Information: (3)

Common stock repurchased ($) $ 22,401 $ — $ 20,525 $ 29,989 $ 26,047

Common stock repurchased (shares) 149,499 — 155,393 257,402 233,207

(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.

Nicolet Bankshares, Inc.

Consolidated Loan & Deposit Metrics (Unaudited)

(In thousands)

3/31/2026 12/31/2025 9/30/2025 6/30/2025 3/31/2025

Period End Loan Composition

Commercial & industrial $ 2,330,665 $ 1,367,522 $ 1,415,841 $ 1,412,621 $ 1,409,320

Owner-occupied commercial real estate (“CRE”)

1,558,995 939,587 947,390 963,278 949,107

Agricultural 1,759,960 1,415,425 1,378,070 1,346,924 1,329,807

Commercial 5,649,620 3,722,534 3,741,301 3,722,823 3,688,234

CRE investment 2,378,946 1,188,351 1,213,301 1,231,423 1,225,490

Construction & land development 575,030 326,638 324,209 298,122 273,007

Commercial real estate 2,953,976 1,514,989 1,537,510 1,529,545 1,498,497

Commercial-based loans 8,603,596 5,237,523 5,278,811 5,252,368 5,186,731

Residential construction 144,737 95,268 92,325 88,152 91,321

Residential first mortgage 1,580,088 1,193,683 1,199,512 1,205,841 1,194,116

Residential junior mortgage 464,395 268,188 260,167 249,406 235,096

Residential real estate

2,189,220 1,557,139 1,552,004 1,543,399 1,520,533

Retail & other 86,878 41,683 43,896 43,374 38,334

Retail-based loans 2,276,098 1,598,822 1,595,900 1,586,773 1,558,867

Total loans $ 10,879,694 $ 6,836,345 $ 6,874,711 $ 6,839,141 $ 6,745,598

Period End Deposit Composition

Noninterest-bearing demand

$ 2,537,729 $ 1,828,928 $ 1,826,453 $ 1,800,335 $ 1,689,129

Interest-bearing demand

2,516,924 1,263,276 1,104,552 1,266,507 1,239,075

Money market

2,955,846 2,056,550 2,044,055 1,900,639 1,988,648

Savings 1,763,204 834,520 825,683 805,300 794,223

Time 2,850,661 1,747,497 1,810,722 1,768,892 1,861,115

Total deposits $ 12,624,364 $ 7,730,771 $ 7,611,465 $ 7,541,673 $ 7,572,190

Brokered transaction accounts * $ 175,000 $ 25,000 $ 25,000 $ 155,000 $ 100,000

Brokered time deposits * 409,922 382,116 422,516 429,303 585,372

Total brokered deposits * $ 584,922 $ 407,116 $ 447,516 $ 584,303 $ 685,372

Customer transaction accounts * $ 9,598,703 $ 5,958,274 $ 5,775,743 $ 5,617,781 $ 5,611,075

Customer time deposits * 2,440,739 1,365,381 1,388,206 1,339,589 1,275,743

Total customer deposits (core) *

$ 12,039,442 $ 7,323,655 $ 7,163,949 $ 6,957,370 $ 6,886,818

* During first quarter 2026, Nicolet reclassified fully reciprocated deposit balances with ICS from brokered deposits to core deposits to be more consistent with the presentation typically used by peer banks. The ICS reciprocal deposits are part of the IntraFi Network Deposits program, which is used by financial institutions to distribute deposits that exceed FDIC insurance coverage limits to numerous institutions in order to provide insurance coverage for all participating deposits. Prior periods have been restated to reflect this change. There was no change to total deposits or the deposit categories.

Nicolet Bankshares, Inc.

Net Interest Income and Net Interest Margin Analysis (Unaudited)

For the Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Average Average Average Average Average Average

(In thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate

ASSETS

Total loans (1) (2)

$ 9,194,624 $ 140,412 6.18 % $ 6,858,444 $ 106,696 6.18 % $ 6,710,206 $ 100,804 6.08 %

Investment securities (2)

1,479,693 13,703 3.71 % 902,147 7,578 3.36 % 886,010 6,951 3.14 %

Other interest-earning assets 561,189 5,115 3.69 % 620,440 6,393 4.09 % 482,781 5,466 4.58 %

Total interest-earning assets 11,235,506 $ 159,230 5.73 % 8,381,031 $ 120,667 5.72 % 8,078,997 $ 113,221 5.67 %

Other assets, net 1,193,830 782,092 770,415

Total assets $ 12,429,336 $ 9,163,123 $ 8,849,412

LIABILITIES AND STOCKHOLDERS' EQUITY

Interest-bearing core deposits * $ 7,702,195 $ 41,762 2.20 % $ 5,417,210 $ 32,829 2.40 % $ 5,180,098 $ 32,575 2.55 %

Brokered deposits * 502,241 4,894 3.95 % 437,138 4,793 4.35 % 611,897 6,890 4.57 %

Total interest-bearing deposits 8,204,436 46,656 2.31 % 5,854,348 37,622 2.55 % 5,791,995 39,465 2.76 %

Wholesale funding 159,183 1,997 5.09 % 134,848 1,722 5.07 % 161,088 2,070 5.21 %

Total interest-bearing liabilities 8,363,619 $ 48,653 2.36 % 5,989,196 $ 39,344 2.61 % 5,953,083 $ 41,535 2.83 %

Noninterest-bearing demand deposits 2,181,572 1,862,973 1,654,112

Other liabilities 91,964 76,335 63,349

Stockholders' equity 1,792,181 1,234,619 1,178,868

Total liabilities and stockholders' equity $ 12,429,336 $ 9,163,123 $ 8,849,412

Net interest income and rate spread $ 110,577 3.37 % $ 81,323 3.11 % $ 71,686 2.84 %

Net interest margin 3.98 % 3.86 % 3.58 %

Loan purchase accounting accretion (3)

$ 4,896 0.18 % $ 934 0.04 % $ 1,475 0.07 %

Loan nonaccrual interest (3)

$ 780 0.03 % $ (383) (0.02) % $ (304) (0.02) %

(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.

Nicolet Bankshares, Inc.

Reconciliation of Non-GAAP Financial Measures (Unaudited)

For the Three Months Ended

(In thousands, except per share data)

3/31/2026 12/31/2025 9/30/2025 6/30/2025 3/31/2025

Core net income reconciliation: (1)

Net income (GAAP) $ 15,196 $ 40,324 $ 41,735 $ 36,035 $ 32,592

Adjustments:

Provision expense (2)

4,700 — — — —

Assets (gains) losses, net 867 (422) (1,294) 199 354

Merger-related expense 40,686 1,956 — — —

Adjustments subtotal 46,253 1,534 (1,294) 199 354

Tax on Adjustments (3)

9,944 299 (252) 39 69

Core net income (non-GAAP) $ 51,505 $ 41,559 $ 40,693 $ 36,195 $ 32,877

Intangibles amortization, net of tax $ 3,215 $ 1,041 $ 1,138 $ 1,192 $ 1,249

Core net income (non-GAAP) for tangible common equity ratio $ 54,720 $ 42,600 $ 41,832 $ 37,387 $ 34,126

Diluted earnings per common share:

Diluted earnings per common share (GAAP) $ 0.81 $ 2.65 $ 2.73 $ 2.34 $ 2.08

Core diluted earnings per common share (non-GAAP) $ 2.75 $ 2.73 $ 2.66 $ 2.35 $ 2.10

Selected Ratios: (4)

Return on average assets (GAAP) 0.50 % 1.75 % 1.84 % 1.62 % 1.49 %

Return on average common equity (GAAP) 3.44 % 12.96 % 13.86 % 12.21 % 11.21 %

Return on average tangible common equity (non-GAAP) (5)

6.49 % 19.27 % 20.98 % 18.72 % 17.34 %

Core return on average assets (non-GAAP) 1.68 % 1.80 % 1.80 % 1.63 % 1.51 %

Core return on average common equity (non-GAAP) 11.66 % 13.35 % 13.51 % 12.27 % 11.31 %

Core return on average tangible common equity (non-GAAP) (5)

19.30 % 19.84 % 20.47 % 18.80 % 17.48 %

Tangible assets: (5)

Total assets $ 15,574,490 $ 9,185,107 $ 9,029,430 $ 8,930,809 $ 8,975,222

Goodwill and other intangibles, net 967,843 382,400 383,693 385,107 386,588

Tangible assets $ 14,606,647 $ 8,802,707 $ 8,645,737 $ 8,545,702 $ 8,588,634

Tangible common equity: (5)

Stockholders’ equity (common) $ 2,256,877 $ 1,257,662 $ 1,214,960 $ 1,190,098 $ 1,183,268

Goodwill and other intangibles, net 967,843 382,400 383,693 385,107 386,588

Tangible common equity $ 1,289,034 $ 875,262 $ 831,267 $ 804,991 $ 796,680

Tangible average common equity: (5)

Average stockholders’ equity (common) $ 1,792,181 $ 1,234,619 $ 1,194,974 $ 1,183,316 $ 1,178,868

Average goodwill and other intangibles, net 642,403 382,956 384,296 385,735 387,260

Average tangible common equity $ 1,149,778 $ 851,663 $ 810,678 $ 797,581 $ 791,608

Note: Numbers may not sum due to rounding.

(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.

(2)Includes the provision expense for the ACL on unfunded commitments related to the MidWestOne merger.

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

(4)The ratios of core return on average assets and core return on average common equity use core net income as the numerator in place of net income (GAAP). These financial metrics have been included as they provide information useful to investors in understanding the operating performance and trends of Nicolet.

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

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