MidWestOne Financial Group Inc
MidWestOne Financial — Merger or Acquisition (October 2025)
20 slides from MidWestOne Financial's merger presentation, Oct 23, 2025
Slide 1: Acquisition of MidWestOne Financial Group, Inc.
Acquisition of MidWestOne Financial Group, Inc. October 23rd, 2025
Slide 2: Forward Looking Statements
2 Forward Looking Statements 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 statem
Slide 3: Important Information About the Merger and Where to Find It
3 Additional factors which could affect future results of Nicolet and MidWestOne can be found in Nicolet’s or MidWestOne’s filings with the U.S. Securities and Exchange Commission (“SEC”), including in Nicolet’s Annual Report on Form 10-K for the year ended December 31, 2024 under the captions “Forw
Slide 4: Participants in Solicitation
4 Participants in Solicitation 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
Slide 5: Transaction Highlights & Strategic Rationale
5 MidWestOne Corporate Headquarters Overview of Nicolet Bankshares, Inc. Source: S&P Capital IQ Pro Note: Pro forma financial metrics inclusive of purchase accounting adjustments and transaction related expenses (1) Map excludes NIC Naples, FL branch (2) Full-year impact and 100% phased-in cost savi
Slide 6: Transaction Structure, Value and Multiples
6 Transaction Structure Transaction Value Transaction Multiples Board Representation & Management Approvals & Timing Overview of Nicolet Bankshares, Inc. (1) Based on NIC’s stock price of $130.31 and MOFG’s stock price of $28.50 as of 10/22/2025 (2) Assumes 20,632,760 MOFG common shares outstanding;
Slide 7: MidWestOne Company Highlights and Overview of Markets
7 $808mm Gross Loans 2 Banking Offices $107K Median HHI 13.2% Proj. ’25-’30 HHI Δ Overview of Nicolet Bankshares, Inc. Source: S&P Capital IQ Pro Note: Banking offices and financial data as of 9/30/2025; deposit balance excludes brokered time deposits of $200 million (1) Iowa Community - IA: Muscati
Slide 8: Pro Forma Strategic Market Positioning
8 Overview of Nicolet Bankshares, Inc. Source: S&P Capital IQ Pro, U.S. Bureau of Economic Analysis, Minnesota Employment and Economic Development and Iowa Economic Development & Finance Authority Note: Deposit, household income and population statistics per S&P Capital IQ Pro (1) Mid-sized banks de
Slide 9: Strong Financial Impact
9 Overview of Nicolet Bankshares, Inc. (1) Full-year impact and 100% phased-in cost savings presented for illustrative purposes (2) Presented at transaction close Strong Financial Impact Top Tier Profitability(1) Fortress Balance Sheet(2) ~37% Fully-Phased 2026E EPS Accretion(1) ~1% TBVPS Dilution ~
Slide 10: Positions Nicolet as a Top Performer
10 Overview of Nicolet Bankshares, Inc. Positions Nicolet as a Top Performer Performance Relative to Pro Forma Peers(1) Fully-Phased 2026E ROAA(2) Fully-Phased 2026E ROATCE(2) Fully-Phased 2026E NIM(2) Source: FactSet; market data as of 10/22/2025 (1) Peers include the 35 nationwide major exchange-t
Slide 11: Prioritizing Safety & Soundness
11 15.5% 23.2% 18.3% Pro Forma 11.5% 11.1% 10.6% Pro Forma 90.3% 80.7% 85.4% Pro Forma 0.04% 0.22% 0.48% Industry Overview of Nicolet Bankshares, Inc. Prioritizing Safety & Soundness History of Prudent Underwriting Culture… …Supported by Strong Capital Position… …And Ample Liquidity Average NCOs / A
Slide 12: Loan and Deposit Composition
12 Construction 6% Residential R.E. 21% Owner Occupied CRE 14% Non-Owner Occupied CRE 18% Agricultural 20% Commercial & Industrial 21% Consumer & Other 1% Construction 6% Residential R.E. 19% Owner Occupied CRE 16% Non-Owner Occupied CRE 21% Agricultural 13% Commercial & Industrial 24% Consumer & Ot
Slide 13: Comprehensive Due Diligence Conducted
13 Overview of Nicolet Bankshares, Inc. Comprehensive Due Diligence Conducted • Nicolet’s experienced credit team took a multifaceted approach in loan review across all major business lines and loan products • Included thorough examination of underwriting and credit standards along with the alignmen
Slide 14: Experienced M&A Leader in the Upper Midwest
14 Experienced M&A Leader in the Upper Midwest Note: Financial data as of 9/30/2025 (1) Excludes purchase accounting adjustments 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 9/30/25 $728mm $15.3bn(1) 2013 Mid-Wisconsin Financial Services, Bank of Wausau (FDIC assisted) 2016 Bayla
Slide 15: Appendix
15 Appendix
Slide 16: Detailed Transaction Assumptions
16 Overview of Nicolet Bankshares, Inc. Detailed Transaction Assumptions Earnings Cost Savings / Synergies Merger Expenses Credit Pre-Tax Fair Value Marks Other • Projections based on “Street” consensus net income estimates until 2026 – Grown at 7% thereafter • Cost saves equal to 25% of MOFG’s noni
Slide 17: Pro Forma Earnings Per Share Reconciliation
17 Overview of Nicolet Bankshares, Inc. Pro Forma Earnings Per Share Reconciliation (1) Full-year impact and 100% phased-in cost savings presented for illustrative purposes (2) GAAP impact excludes MOFG’s pre-transaction close earnings $ in Millions GAAP Illustrative Full-Year 2026E EPS Reconciliati
Slide 18: Purchase Accounting Summary
18 Overview of Nicolet Bankshares, Inc. Purchase Accounting Summary Note: Pro forma metrics projected to closing based on financial data as of 9/30/2025; market data as of 10/22/2025 (1) Based on assumptions as of announcement date; subject to change at transaction closing (2) Includes difference in
Slide 19: MidWestOne Commercial Real Estate Portfolio
19 Overview of Nicolet Bankshares, Inc. MidWestOne Commercial Real Estate Portfolio CRE Portfolio Composition NOO CRE Office Detail CRE Concentration % of Bank Total Capital 3Q25 2Q25 1Q25 Regulatory Threshold Construction, Land Development & Other Land (CLD) Loans 36% 39% 41% 100% CLD, Multifamily
Slide 20: b Mike Daniels Chairman, President & CEO 920.430.7318 mdaniels@nicoletbank.com Phil Moore Chief Financial Officer
20 b Mike Daniels Chairman, President & CEO 920.430.7318 mdaniels@nicoletbank.com Phil Moore Chief Financial Officer 920.617.5325 pmoore@nicoletbank.com Eric Radzak SVP, Corporate Development & Investor Relations 920.617.4540 eradzak@nicoletbank.com Chip Reeves CEO, MidWestOne 319.356.5850 creeves@m
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