Nicolet Bankshares Director Robert Atwell Executes Significant Stock Transactions and Option Grant

Director's Stock Acquisition and Option Exercise Activity

The disclosure shows that Robert Bruce Atwell, serving as a director of Nicolet Bankshares Inc., executed a significant stock acquisition on July 24, 2026. Atwell acquired 7,500 shares of common stock at $56.43 per share. Additionally, on the same date, Atwell exercised nonqualified stock options covering 7,500 shares, also at the strike price of $56.43 per share. The options were set to expire on November 1, 2027. These options had vested in five annual installments of 13,500 shares beginning on November 1, 2018, with full vesting completed on November 1, 2022, meaning the options were fully exercisable at the time of exercise.

The timing of both the stock acquisition and option exercise on the same date suggests coordinated activity related to Atwell's compensation arrangement as a non-employee director. The strike price of $56.43 aligns with the purchase price paid for the acquired shares, indicating these transactions may be part of a structured director compensation plan. Following the acquisition, Atwell's direct beneficial ownership of common stock reached 41,983 shares before subsequent dispositions on the same trading day.

Share Dispositions at Higher Price Points

On July 24, 2026, the same day as his acquisitions and option exercise, Atwell disposed of shares at significantly higher prices. He sold 4,838 shares at $170.85 per share. Additionally, Atwell sold 2,662 shares at a weighted average price of $170.24 per share. The filing notes that these shares were sold in multiple transactions at prices ranging from $170.11 to $170.58, inclusive. Atwell undertook to provide Nicolet Bankshares Inc., any security holder, or the Securities and Exchange Commission staff with full information regarding the number of shares sold at each separate price within these ranges upon request.

The substantial difference between the acquisition price of $56.43 and the disposition prices near $170 per share suggests significant appreciation in Nicolet Bankshares stock between the relevant compensation grant dates and the transaction execution date. The disposition of approximately 7,500 shares at these elevated prices may represent a tactical rebalancing of Atwell's portfolio position following the morning's acquisitions and option exercises.

Beneficial Ownership Position Following Transactions

After completing all transactions on July 24, 2026, Atwell's beneficial ownership position in Nicolet Bankshares reflected multiple holdings across different ownership categories. Atwell directly owned 41,983 shares of common stock following the acquisition transactions. Additionally, from the option exercise activity, Atwell held 37,145 shares. After the share dispositions, Atwell maintained 34,483 shares in direct beneficial ownership. In total, Atwell's direct beneficial ownership encompassed approximately 113,611 shares across these various transaction categories.

Beyond direct ownership, Atwell held an indirect beneficial interest of 1,068.607 shares through the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors. This deferred compensation plan holding reflects a standard arrangement for compensating non-employee directors of financial institutions, allowing for equity accumulation on a tax-deferred basis. The 2.52 shares included in this deferred compensation balance were received as dividend reinvestment from a cash dividend paid by Nicolet Bankshares on June 15, 2026, indicating ongoing dividend accrual within the plan.

Nonqualified Option Details and Vesting History

The filing provides specific details regarding the nonqualified stock options exercised by Atwell. The options carried a strike price of $56.43 per share and were fully vested at the time of exercise on July 24, 2026. According to the disclosure, the options had vested in five annual installments of 13,500 shares on November 1 of each year, beginning on November 1, 2018. This vesting schedule resulted in full vesting on November 1, 2022, meaning all 67,500 shares underlying the option grant had vested more than three years before the exercise date.

The availability of 40,000 shares remaining exercisable following Atwell's exercise of 7,500 shares indicates that the original option grant encompassed 47,500 shares, with 40,000 shares still available for exercise. The expiration date of November 1, 2027 provides Atwell with approximately 15 months from the transaction date to exercise any remaining options under this grant. This extended window suggests Atwell retains flexibility regarding the timing and amount of any future option exercises related to this award.

Dividend Reinvestment Within Deferred Compensation Arrangements

The filing reveals that Atwell's indirect beneficial ownership through the Nicolet National Bank Deferred Compensation Plan for Non-employee Directors includes shares acquired through dividend reinvestment mechanisms. Specifically, the disclosure notes that 2.52 shares were received as dividend reinvestment in the deferred compensation plan from Nicolet Bankshares' cash dividend paid on June 15, 2026. This automatic reinvestment feature allows dividends paid on shares held within the plan to purchase additional shares at prevailing market prices.

The presence of fractional share holdings within the deferred compensation plan reflects modern equity plan administration practices that permit the reinvestment of dividends in full dollar amounts rather than rounding to whole shares. This feature enhances the compounding effect of dividend income within the plan, allowing directors' equity positions to grow through both share appreciation and dividend reinvestment over time. The fractional share calculation indicates the deferred compensation plan tracks and credits shareholdings with precision.

Weighted Average Pricing and Transaction Execution

The filing employs weighted average pricing methodology for one of Atwell's share dispositions, reflecting execution across multiple separate transactions within the same trading day. The 2,662 shares sold at a weighted average price of $170.24 were actually disposed of at prices ranging from $170.11 to $170.58, inclusive. This narrow price range spanning 47 cents per share suggests rapid execution across multiple market transactions or a staged disposition strategy executed during favorable price conditions.

The use of weighted average pricing for regulatory reporting purposes is standard practice when a director or officer executes multiple transactions in the same security on the same date at varying prices. The filing's notation that Atwell undertakes to provide detailed breakdown information upon request ensures transparency regarding the specific price points and share quantities at each execution level. This commitment to furnish detailed transaction information upon request demonstrates compliance with Securities and Exchange Commission disclosure expectations and provides an audit trail for regulatory review if necessary.

Director Status and Section 16 Reporting Obligations

Atwell's reporting obligations are triggered by his status as a director of Nicolet Bankshares Inc., which constitutes a reportable relationship under Section 16(a) of the Securities Exchange Act of 1934. The Form 4 filing was executed on July 28, 2026, within the required two-business-day window following the July 24, 2026 transaction dates. This timely reporting demonstrates compliance with insider trading disclosure requirements applicable to officers and directors of public companies.

The filing was signed by H. Phillip Moore Jr. as attorney-in-fact for Robert B. Atwell, indicating professional administration of the reporting obligations. The use of an authorized attorney-in-fact for signature purposes is common practice in large organizations where compliance officers or legal counsel manage insider reporting on behalf of company officials. This arrangement ensures consistent, accurate, and timely submission of required disclosure documents to the Securities and Exchange Commission.

Equity Compensation Structure for Non-Employee Directors

The transactions disclosed provide insight into Nicolet Bankshares' equity compensation structure for non-employee directors. The availability of nonqualified stock options with multi-year vesting schedules, combined with the deferred compensation plan offering dividend reinvestment and fractional share accounting, indicates a comprehensive director compensation program designed to align director interests with shareholder interests over extended periods. The strike price of $56.43 on options that were exercised at significantly higher market prices demonstrates the value creation represented by the option grants when equity markets have appreciated.

The deferred compensation plan feature allowing directors to defer receipt of compensation in equity form provides tax planning flexibility for non-employee directors while enabling long-term wealth accumulation in Nicolet Bankshares stock. The automatic dividend reinvestment feature within this plan compounds the equity stake over time without requiring active director participation or decision-making. This passive accumulation mechanism, combined with the multi-year vesting schedules on option grants, creates a compensation structure that encourages directors to maintain equity positions and develop long-term perspectives on the company's strategic direction.

Compliance and Attorney-in-Fact Representation

The Form 4 filing completed on July 28, 2026 includes confirmation that all reported transactions were accurate and that Atwell retained the right to request detailed transaction information at any time. The signature block authorizes H. Phillip Moore Jr. to execute the form as attorney-in-fact, a delegation that streamlines administrative processing of insider reporting requirements for busy executive and director schedules. The specific authorization for attorney-in-fact representation ensures that execution delays do not result in late filings that could trigger Securities and Exchange Commission inquiry or enforcement concern.

The filing contains standard reminders regarding the federal criminal penalties associated with intentional misstatement or omission of material facts in insider trading reports. These reminders underscore the seriousness of Section 16 reporting obligations and the potential consequences of providing inaccurate information to the Securities and Exchange Commission. The inclusion of such compliance language in the disclosure reinforces the regulatory significance of insider transaction reporting and the importance of accurate, timely submission of required forms.