nic-20260930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-37700

NICOLET BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Wisconsin

47-0871001

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

111 North Washington Street

Green Bay,

Wisconsin

54301

(Address of Principal Executive Offices)

(Zip Code)

(920)

430-1400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2026 there were 20,789,055 shares of $0.01 par value common stock outstanding.

Nicolet Bankshares, Inc.

Quarterly Report on Form 10-Q

September 30, 2026

TABLE OF CONTENTS


			PAGE
PART I	FINANCIAL INFORMATION

	Item 1.	Financial Statements:

		Consolidated Balance Sheets	3

		Consolidated Statements of Income	4

		Consolidated Statements of Comprehensive Income (Loss)	5

		Consolidated Statements of Stockholders’ Equity	6

		Consolidated Statements of Cash Flows	7

		Notes to Unaudited Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

	Item 4.	Controls and Procedures	50

PART II	OTHER INFORMATION





	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50





	Item 5.	Other Information	50

	Item 6.	Exhibits	51

		Signatures	52

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:

NICOLET BANKSHARES, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)


	September 30, 2026		December 31, 2025
	(Unaudited)		(Audited)
Assets
Cash and due from banks	$	103,443	$	107,956
Interest-earning deposits	407,088		552,276

Cash and cash equivalents	510,531		660,232

Securities available for sale (“AFS”), at fair value	1,980,623		859,834

Other investments	118,067		63,247
Loans held for sale	9,080		13,620

Loans	10,882,449		6,836,345
Allowance for credit losses - loans (“ACL-Loans”)	(134,780)		(68,806)
Loans, net	10,747,669		6,767,539
Premises and equipment, net	193,341		120,462
Bank owned life insurance (“BOLI”)	298,496		192,498
Goodwill and other intangibles, net	959,659		382,400
Accrued interest receivable and other assets	247,342		125,275
Total assets	$	15,064,808	$	9,185,107

Liabilities and Stockholders’ Equity
Liabilities:
Noninterest-bearing demand deposits	$	2,818,385	$	1,828,928
Interest-bearing deposits	9,778,250		5,901,843
Total deposits	12,596,635		7,730,771

Long-term borrowings	92,750		134,860

Accrued interest payable and other liabilities	141,183		61,814
Total liabilities	12,830,568		7,927,445

Stockholders’ Equity:
Common stock	209		148
Additional paid-in capital	1,513,745		583,257
Retained earnings	811,455		697,799
Accumulated other comprehensive income (loss)	(91,169)		(23,542)
Total stockholders’ equity	2,234,240		1,257,662
Total liabilities and stockholders’ equity	$	15,064,808	$	9,185,107

Preferred shares authorized (no par value)	10,000,000		10,000,000
Preferred shares issued and outstanding	—		—
Common shares authorized (par value $0.01 per share)	60,000,000		30,000,000
Common shares outstanding	20,845,434		14,811,445
Common shares issued	21,004,437		14,930,213

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Income

(In thousands, except share and per share data) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Interest income:
Loans, including loan fees	$	174,014	$	107,930	$	488,503	$	314,572
Investment securities:
Taxable	19,595		6,201		50,855		17,788
Tax-exempt	1,584		998		4,634		3,064
Other interest income	5,160		5,204		15,477		15,288
Total interest income	200,353		120,333		559,469		350,712
Interest expense:
Deposits	56,811		39,312		160,788		119,249

Long-term borrowings	1,312		1,757		5,421		5,884
Total interest expense	58,123		41,069		166,209		125,133
Net interest income	142,230		79,264		393,260		225,579
Provision for credit losses	1,950		950		9,500		3,500
Net interest income after provision for credit losses	140,280		78,314		383,760		222,079
Noninterest income:
Wealth management fee income	12,557		7,629		34,950		21,415
Mortgage income, net	3,624		3,568		10,787		8,401
Service charges on deposit accounts	3,908		2,000		11,196		5,987
Card interchange income	6,815		3,752		17,375		10,788
BOLI income	2,401		1,654		6,588		4,503
Deferred compensation plan asset market valuations	(424)		972		1,246		2,454
LSR income, net	649		668		2,138		2,675
Asset gains (losses), net	(586)		1,294		911		741
Other noninterest income	3,256		2,082		8,582		5,511
Total noninterest income	32,200		23,619		93,773		62,475
Noninterest expense:
Personnel	47,099		29,437		135,870		85,072
Occupancy, equipment and office	16,236		9,028		45,009		27,462
Business development and marketing	3,391		2,223		8,912		5,916
Data processing	7,116		4,671		21,059		13,878
Intangibles amortization	5,959		1,414		16,211		4,447
FDIC assessments	1,722		1,005		4,798		2,974
Merger-related expense	4,588		—		52,677		—
Other noninterest expense	5,187		2,310		20,321		8,045
Total noninterest expense	91,298		50,088		304,857		147,794
Income before income tax expense	81,182		51,845		172,676		136,760
Income tax expense	17,454		10,110		36,851		26,398
Net income	$	63,728	$	41,735	$	135,825	$	110,362
Earnings per common share:
Basic	$	3.04	$	2.81	$	6.75	$	7.34
Diluted	$	2.96	$	2.73	$	6.57	$	7.14
Weighted average common shares outstanding:
Basic	20,934,161		14,835,670		20,134,413		15,038,854
Diluted	21,542,491		15,303,440		20,685,574		15,462,990

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$	63,728	$	41,735	$	135,825	$	110,362
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities AFS:
Net unrealized holding gains (losses)	(68,586)		9,992		(85,452)		24,903
Net realized (gains) losses included in income	252		(103)		288		(107)

Income tax (expense) benefit	14,160		(2,225)		17,537		(5,483)
Total other comprehensive income (loss)	(54,174)		7,664		(67,627)		19,313
Comprehensive income (loss)	$	9,554	$	49,399	$	68,198	$	129,675

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Stockholders’ Equity

(In thousands) (Unaudited)



	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances at June 30, 2026	$	211	$	1,552,947	$	755,311	$	(36,995)	$	2,271,474
Comprehensive income:
Net income, three months ended September 30, 2026	—		—		63,728		—		63,728
Other comprehensive income (loss)	—		—		—		(54,174)		(54,174)

Stock-based compensation expense	—		2,660		—		—		2,660
Cash dividends on common stock, $0.36 per share	—		—		(7,584)		—		(7,584)
Issuance of stock in stock-based compensation plans	—		1,823		—		—		1,823
Purchase of stock in stock-based compensation plans	—		(3,704)		—		—		(3,704)
Issuance of common stock	—		36		—		—		36
Purchase and retirement of common stock	(2)		(40,017)		—		—		(40,019)

Balances at September 30, 2026	$	209	$	1,513,745	$	811,455	$	(91,169)	$	2,234,240
Balances at June 30, 2025	$	149	$	601,625	$	625,243	$	(36,919)	$	1,190,098
Comprehensive income:
Net income, three months ended September 30, 2025	—		—		41,735		—		41,735
Other comprehensive income (loss)	—		—		—		7,664		7,664

Stock-based compensation expense	—		1,691		—		—		1,691
Cash dividends on common stock, $0.32 per share	—		—		(4,726)		—		(4,726)
Issuance of stock in stock-based compensation plans	1		2,998		—		—		2,999
Purchase of stock in stock-based compensation plans	—		(3,999)		—		—		(3,999)
Issuance of common stock	—		23		—		—		23
Purchase and retirement of common stock	(2)		(20,523)		—		—		(20,525)

Balances at September 30, 2025	$	148	$	581,815	$	662,252	$	(29,255)	$	1,214,960
Balances at December 31, 2025	$	148	$	583,257	$	697,799	$	(23,542)	$	1,257,662
Comprehensive income:
Net income, nine months ended September 30, 2026	—		—		135,825		—		135,825
Other comprehensive income (loss)	—		—		—		(67,627)		(67,627)
Issuance of common stock in acquisition	66		1,030,223		—		—		1,030,289
Stock-based compensation expense	—		12,989		—		—		12,989
Cash dividends on common stock, $1.04 per share	—		—		(22,169)		—		(22,169)
Issuance of stock in stock-based compensation plans	2		5,353		—		—		5,355
Purchase of stock in stock-based compensation plans	(1)		(15,517)		—		—		(15,518)
Issuance of common stock	—		96		—		—		96
Purchase and retirement of common stock	(6)		(102,656)		—		—		(102,662)

Balances at September 30, 2026	$	209	$	1,513,745	$	811,455	$	(91,169)	$	2,234,240
Balances at December 31, 2024	$	154	$	655,540	$	565,772	$	(48,568)	$	1,172,898
Comprehensive income:
Net income, nine months ended September 30, 2025	—		—		110,362		—		110,362
Other comprehensive income (loss)	—		—		—		19,313		19,313

Stock-based compensation expense	—		5,278		—		—		5,278
Cash dividends on common stock, $0.92 per share	—		—		(13,882)		—		(13,882)
Issuance of stock in stock-based compensation plans	2		8,843		—		—		8,845
Purchase of stock in stock-based compensation plans	(1)		(11,371)		—		—		(11,372)
Issuance of common stock	—		79		—		—		79
Purchase and retirement of common stock	(7)		(76,554)		—		—		(76,561)


Balances at September 30, 2025	$	148	$	581,815	$	662,252	$	(29,255)	$	1,214,960

See accompanying notes to unaudited consolidated financial statements.

ITEM 1. Financial Statements Continued:

NICOLET BANKSHARES, INC.

Consolidated Statements of Cash Flows (Unaudited)


(In thousands)	Nine Months Ended September 30,
	2026		2025
Cash Flows From Operating Activities:
Net income	$	135,825	$	110,362
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and accretion	4,501		10,981
Provision for credit losses	9,500		3,500
Increase in cash surrender value of life insurance	(6,597)		(4,503)
Stock-based compensation expense	12,989		5,278
Asset (gains) losses, net	(911)		(741)
Gain on sale of loans held for sale, net	(8,689)		(6,991)
Proceeds from sale of loans held for sale	310,257		205,786
Origination of loans held for sale	(299,610)		(204,692)
Loss on early extinguishment of debt	5,377		—
Net change in accrued interest receivable and other assets	16,608		(2,254)
Net change in accrued interest payable and other liabilities	3,157		9,829
Net cash provided by (used in) operating activities	182,407		126,555
Cash Flows From Investing Activities:
Net (increase) decrease in loans	(36,731)		(245,485)
Purchases of securities AFS	(615,344)		(112,035)

Proceeds from sales of securities AFS	329,012		9,425

Proceeds from calls and maturities of securities AFS	197,183		71,376

Purchases of other investments	(41,966)		(3,234)
Proceeds from sales of other investments	5,301		4,495


Net (increase) decrease in premises and equipment	(10,987)		(1,003)
Net (increase) decrease in other real estate and other assets	3,038		326
Net cash (paid) received in branch sale	26,056		—
Net cash (paid) received in business combination	165,640		—
Net cash provided by (used in) investing activities	21,202		(276,135)
Cash Flows From Financing Activities:
Net increase (decrease) in deposits	(77,306)		207,781


Repayments of long-term borrowings	(141,106)		(27,400)
Purchase and retirement of common stock	(102,662)		(76,561)
Cash dividends paid on common stock	(22,169)		(13,882)

Proceeds from issuance of common stock	96		79
Proceeds from issuance of common stock in stock-based compensation plans	5,355		8,845
Purchases of common stock in stock-based compensation plans	(15,518)		(11,372)

Net cash provided by (used in) financing activities	(353,310)		87,490
Net increase (decrease) in cash and cash equivalents	(149,701)		(62,090)
Cash and cash equivalents:
Beginning	660,232		536,047
Ending *	$	510,531	$	473,957
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	169,349	$	124,611
Cash paid for taxes	33,985		26,500

Transfer of loans and bank premises to other real estate owned	1,915		395
Capitalized mortgage servicing rights	3,944		2,226
Acquisitions:
Fair value of assets acquired	$	6,045,000	$	—
Fair value of liabilities assumed	5,485,000		—
Net assets acquired	560,000		—

* Cash and cash equivalents included $10 million and $530,000 of restricted cash at September 30, 2026 and September 30, 2025, respectively.

See accompanying notes to unaudited consolidated financial statements.

NICOLET BANKSHARES, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

General

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets, statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows of Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) and its subsidiaries, as of and for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany transactions and balances have been eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been omitted or abbreviated. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Segment Information

The Company has determined that its current community bank operating model is structured whereby all banking locations serve a similar base of primarily commercial customers utilizing a company-wide offering of similar products and services managed through similar processes and technology platforms that are collectively reviewed by the Company’s Chief Executive Officer, who has been designated as the chief operating decision maker (“CODM”). The CODM regularly assesses performance of the aggregated single banking segment in determining how to allocate resources.

The banking segment derives revenue from customers by providing a broad array of loan and deposit products to businesses, consumers and government municipalities. The CODM assesses performance of the banking segment and decides how to allocate resources based on net income as reported in the Company’s consolidated statements of income. The measure of segment assets is based on total assets as reported on the consolidated balance sheets. For the periods presented, there were no adjustments or reconciling items between the banking segment net income and consolidated net income as presented in the consolidated statements of income, and there were no adjustments or reconciling items between the banking segment total assets and total assets as presented on the consolidated balance sheets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect: the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates.

Significant Accounting Policies Update

All significant accounting policies followed in the preparation of the quarterly financial statements are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to these accounting policies during 2026 except as it relates to the accounting for the ACL-loans. During first quarter 2026, the Company transitioned from using a historical loss rate method to a discounted cash flow (“DCF”) method for estimating expected credit losses on segmented loan pools that exhibit similar risk characteristics. There was no change to the ACL methodology as it relates to PCD and other credit-deteriorated loans, which continue to be individually evaluated with a specific reserve established for the aggregate collateral or DCF shortfall.

Under the DCF method, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, probability of default, and loss given default. The modeling of expected prepayment speeds and curtailment rates are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables, which may include the U.S. unemployment, national retail sales, CRE index, and U.S. gross domestic product.

Under the DCF method, management has determined that four quarters represents a reasonable and supportable forecast period and then reverts back to the long-run average of each considered economic factor over a four quarter period. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment and curtailment) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis. In addition, management utilizes qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management’s judgment of company, market, industry, or business specific data, changes in underlying loan composition of specific portfolios, changes in collateral values, and trends relating to credit quality, delinquency, nonaccrual, or adversely rated loans. The transition to the DCF methodology for pooled loan segments did not have a significant impact to the recorded ACL.

Recent Accounting Pronouncements Adopted

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. This ASU expands the scope of the “gross up” method, formerly applicable only to purchased credit deteriorated loans (“PCD loans”), to include non-PCD loans that meet certain criteria, now referred to as “purchased seasoned loans” (“PSLs”). Under this model, an allowance for expected credit losses is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day one credit loss expense previously required for non-PCD loans. PSLs are defined as non-PCD loans acquired (1) through a business combination, or (2) purchased more than 90 days after origination when the acquirer was not involved in the origination. The updated guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company early adopted this standard for the acquisition completed in first quarter 2026, as discussed in Note 2.

Future Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU make targeted improvements in the guidance for the different methods of software development. Specifically, this update removes all references to prescriptive and sequential software development stages; rather, an entity is required to start capitalizing software costs when both of the following occur: management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The updated guidance is effective for annual reporting periods beginning after December 15, 2027.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU require disclosure in the notes to financial statements of specified information about certain expenses, such as employee compensation, depreciation, and intangible asset amortization. The updated guidance is effective for annual reporting periods beginning after December 15, 2026.

Reclassifications

Certain amounts in the 2025 consolidated financial statements have been reclassified to conform to the 2026 presentation. 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.

Note 2 – Acquisitions and Divestitures

MidWestOne Financial Group, Inc. (“MidWestOne”) Acquisition: On February 13, 2026, Nicolet completed its acquisition of MidWestOne. MidWestOne stockholders 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, of $155.19 per share). With the MidWestOne acquisition, Nicolet is one of the largest community banks in the Upper Midwest.

A summary of the assets acquired and liabilities assumed in the MidWestOne transaction, as of the acquisition date, including the purchase price allocation, was as follows.


(In millions, except share data)	Acquired from MidWestOne		Fair Value Adjustments		Estimated Fair Value
Assets Acquired:
Cash and cash equivalents	$	166	$	—	$	166
Investment securities	1,117		(2)		1,115
Loans	4,462		(75)		4,387
ACL-Loans	(51)		(13)		(64)
Premises and equipment	87		(11)		76
BOLI	100		—		100
Goodwill	70		(70)		—
Other intangibles	20		103		123
Other assets	132		10		142
Total assets	$	6,103	$	(58)	$	6,045
Liabilities Assumed:
Deposits	$	5,323	$	(2)	$	5,321
Borrowings	91		2		93
Other liabilities	74		(3)		71
Total liabilities	$	5,488	$	(3)	$	5,485
Net assets acquired					$	560
Purchase Price:
Nicolet common stock issued (in shares)					6,641,428
Value of Nicolet common stock consideration					$	1,031


Goodwill					$	471

The Company purchased loans through the acquisition of MidWestOne for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination or PCD loans. The carrying amount of these loans at acquisition was as follows.


(In thousands)	February 13, 2026
Purchase price of PCD loans at acquisition	$	233,690
Credit and interest rate mark on PCD loans at acquisition	19,787
Par value of PCD acquired loans at acquisition	$	253,477

The Company accounted for the MidWestOne acquisition under the acquisition method of accounting, and thus, the financial position and results of operations of MidWestOne prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective estimated fair values at the date of acquisition, which was determined with the assistance of third party valuations, appraisals, and third party advisors. Initial purchase accounting estimates were recorded during first quarter 2026; however, purchase accounting fair value estimates are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Goodwill arising as a result of the MidWestOne acquisition is not deductible for tax purposes.

Summary Unaudited Pro Forma Information: The following unaudited pro forma information is presented for illustrative purposes only, and gives effect to the acquisition of MidWestOne as if the acquisition had occurred on January 1, 2025, the beginning of the earliest period presented. The pro forma information should not be relied upon as being indicative of the historical results of operation the companies would have had if the acquisition had occurred before such periods or the future results of operations that the companies will experience as a result of the merger. The pro forma information, although it illustrates the financial characteristics of the combined company under one set of assumptions, does not reflect assumptions regarding expected cost savings, opportunities to earn additional revenue, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.


	Nine Months Ended		Year Ended
(In thousands, except per share data)	September 30, 2026		December 31, 2025
Total revenue, net of interest expense	$	522,936	$	661,267
Net income	$	192,723	$	158,011
Diluted earnings per common share	$	9.05	$	7.19

Denver Branches Divestiture: On July 28, 2026, Nicolet closed the sale of its Denver, Colorado banking branches (acquired in the MidWestOne transaction) to Sunwest Bank in an all-cash transaction. On the sale date, the Denver locations had total loans of approximately $390 million and deposits of approximately $380 million.

Note 3 – Earnings per Common Share

Basic earnings per common share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income by the weighted average number of shares adjusted for the dilutive effect of common stock awards (outstanding stock options and unvested restricted stock), if any. Presented below are the calculations for basic and diluted earnings per common share.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2026		2025		2026		2025
Net income	$	63,728	$	41,735	$	135,825	$	110,362
Weighted average common shares outstanding	20,934		14,836		20,134		15,039
Effect of dilutive common stock awards	608		467		552		424
Diluted weighted average common shares outstanding	21,542		15,303		20,686		15,463
Basic earnings per common share*	$	3.04	$	2.81	$	6.75	$	7.34
Diluted earnings per common share*	$	2.96	$	2.73	$	6.57	$	7.14

*Cumulative quarterly per share performance may not equal annual per share totals due to the effects of the amount and timing of capital increases. When computing earnings per share for an interim period, the denominator is based on the weighted average shares outstanding during the interim period, and not on an annualized weighted average basis. Accordingly, the sum of the earnings per share data for the quarters will not necessarily equal the year to date earnings per share data.

For the three and nine months ended September 30, 2026 and September 30, 2025, less than 0.1 million shares were excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

Note 4 – Stock-Based Compensation

The Company may grant stock options and restricted stock under its stock-based compensation plan to certain officers, employees, and directors. The plan is administered by a committee of the Board of Directors, and at September 30, 2026, approximately 0.3 million shares were available for grant under this plan. Stock options generally will expire ten years after the date of grant, have an exercise price equal to the Company’s closing stock price on the date of grant, and will become exercisable based upon vesting terms provided for in the grant. Restricted stock grants include time-based restricted stock awards and performance-based restricted stock units, are generally issued at the Company’s closing stock price on the date of grant, and the restrictions lapse based upon the vesting terms provided for in the grant and are contingent upon continued employment.

The Company’s stock option activity is summarized below.


Stock Options	Option Shares Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding - December 31, 2025	979,334	$	71.35
Granted	—	—
Exercise of stock options *	(93,980)	56.98
Forfeited	—	—
Outstanding - September 30, 2026	885,354	$	72.87	4.2	$	79,814
Exercisable - September 30, 2026	787,069	$	72.21	3.8	$	71,472

* The terms of the stock option agreements permit having a number of shares of stock withheld, the fair market value of which as of the date of exercise is sufficient to satisfy the exercise price and/or tax withholding requirements. For the nine months ended September 30, 2026, 52,961 such shares were withheld by the Company.

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock options. The intrinsic value of options exercised for the nine months ended September 30, 2026 and 2025 was approximately $9.5 million and $10.9 million, respectively.

The Company’s restricted stock awards and restricted stock units activity is summarized below.


	Time-Based Restricted Stock Awards		Performance-Based Restricted Stock Units		Total Restricted Stock
Restricted Shares Outstanding
Outstanding December 31, 2025	118,768		30,000		148,768
Granted	61,329		91,000		152,329
Vested *	(20,319)		(30,328)		(50,647)
Forfeited	(775)		—		(775)
Outstanding September 30, 2026	159,003		90,672		249,675
Weighted Average Grant Date Fair Value
Outstanding December 31, 2025	$	110.74	$	137.68	$	116.17
Granted	139.40		132.74		135.42
Vested *	93.44		132.74		116.97
Forfeited	112.83		—		112.83
Outstanding September 30, 2026	$	123.99	$	134.37	$	127.76

* The terms of the restricted stock agreements permit the surrender of shares to the Company upon vesting in order to satisfy applicable withholding at the minimum statutory withholding rate, and accordingly 17,106 shares were surrendered for the nine months ended September 30, 2026.

The Company recognized approximately $12.3 million and $4.6 million of stock-based compensation expense (included in personnel and merger-related expense on the consolidated statements of income) for the nine months ended September 30, 2026 and 2025, respectively, associated with its common stock awards granted to officers and employees. In addition, for the nine months ended September 30, 2026, the Company recognized approximately $0.7 million of director expense (included in other noninterest expense on the consolidated statements of income) for restricted stock grants totaling 4,719 shares with immediate vesting to directors, while for the nine months ended September 30, 2025, the Company recognized $0.7 million of director expense for restricted stock grants totaling 5,656 shares with immediate vesting to directors, in each case representing the annual stock retainer fee paid to external board members. As of September 30, 2026, there was approximately $31.4 million of unrecognized compensation cost related to equity award grants, which is expected to be recognized over the remaining vesting period of approximately four years. The Company recognized a tax benefit of approximately $2.4 million and $2.2 million for the nine months ended September 30, 2026 and 2025, respectively, for the tax impact of stock option exercises and vesting of restricted stock.

Note 5 – Securities and Other Investments

Securities

Securities are classified as AFS on the consolidated balance sheets at the time of purchase. AFS securities include those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity, and are carried at fair value on the consolidated balance sheets. Premiums and discounts on investment securities are amortized or accreted into interest income over the estimated life of the related securities using the effective interest method.

The amortized cost and fair value of securities AFS are summarized as follows.


	September 30, 2026
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities AFS:
U.S. Treasury securities	$	259,374	$	—	$	9,430	$	249,944
U.S. government agency securities	26,715		—		1,078		25,637
State, county and municipals	367,729		167		37,999		329,897
Mortgage-backed securities	1,309,538		62		70,224		1,239,376
Corporate debt securities	136,685		1,630		2,546		135,769
Total securities AFS	$	2,100,041	$	1,859	$	121,277	$	1,980,623


	December 31, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Securities AFS:
U.S. Treasury securities	$	25,056	$	2	$	1,004	$	24,054
U.S. government agency securities	4,189		4		21		4,172
State, county and municipals	289,826		323		15,325		274,824
Mortgage-backed securities	513,715		3,898		20,832		496,781
Corporate debt securities	61,302		226		1,525		60,003
Total securities AFS	$	894,088	$	4,453	$	38,707	$	859,834

Proceeds and realized gains or losses from the sale of AFS securities were as follows.


	Nine Months Ended September 30,
(in thousands)	2026		2025
Securities AFS:
Gross gains	$	20	$	107
Gross losses	(308)		—
Gains (losses) on sales of securities AFS, net	$	(288)	$	107
Proceeds from sales of securities AFS *	$	329,012	$	9,425

* Includes proceeds of $220 million recognized on the sale of securities AFS upon acquisition of MidWestOne in 2026 for which no gain or loss was recognized in the income statement as the investment securities were marked to fair value through purchase accounting.

The majority of the mortgage-backed securities included in the securities portfolio were issued by U.S. government agencies and corporations. Investment securities with a carrying value of $602 million and $497 million, as of September 30, 2026 and December 31, 2025, respectively, were pledged as collateral to secure public deposits and borrowings, as applicable, and for liquidity or other purposes as required by regulation. Accrued interest on investment securities totaled $11 million and $5 million at September 30, 2026 and December 31, 2025, respectively, and is included in accrued interest receivable and other assets on the consolidated balance sheets.

The following table presents gross unrealized losses and the related estimated fair value of investment securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position.


	September 30, 2026
	Less than 12 months				12 months or more				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Securities AFS:
U.S. Treasury securities	$	235,716	$	8,200	$	14,228	$	1,230	$	249,944	$	9,430	15
U.S. government agency securities	23,388		1,066		1,918		12		25,306		1,078		10
State, county and municipals	123,546		15,264		193,390		22,735		316,936		37,999		520
Mortgage-backed securities	1,003,973		44,230		194,233		25,994		1,198,206		70,224		570
Corporate debt securities	63,487		1,613		20,042		933		83,529		2,546		47
Total	$	1,450,110	$	70,373	$	423,811	$	50,904	$	1,873,921	$	121,277	1,162


	December 31, 2025
	Less than 12 months				12 months or more				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities
Securities AFS:
U.S. Treasury securities	$	—	$	—	$	14,598	$	1,004	$	14,598	$	1,004	1
U.S. government agency securities	411		—		2,825		21		3,236		21		8
State, county and municipals	7,002		38		229,648		15,287		236,650		15,325		388
Mortgage-backed securities	31,213		145		232,400		20,687		263,613		20,832		376
Corporate debt securities	2,332		20		40,093		1,505		42,425		1,525		30
Total	$	40,958	$	203	$	519,564	$	38,504	$	560,522	$	38,707	803

As of September 30, 2026 and December 31, 2025, no allowance for credit losses on AFS securities was recognized. The Company does not consider its securities AFS with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a result of changes in noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. Furthermore, the Company does not have the intent to sell any of these AFS securities and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost.

The amortized cost and fair value of investment securities by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; as this is particularly inherent in mortgage-backed securities, these securities are not included in the maturity categories below.


As of September 30, 2026	Securities AFS
(in thousands)	Amortized Cost		Fair Value
Due in less than one year	$	41,947	$	41,469
Due in one year through five years	397,906		380,905
Due after five years through ten years	281,954		259,910
Due after ten years	68,696		58,963
	790,503		741,247
Mortgage-backed securities	1,309,538		1,239,376
Total investment securities	$	2,100,041	$	1,980,623

Other Investments

Other investments include “restricted” equity securities, equity securities with readily determinable fair values, and private company securities. As a member of the Federal Reserve Bank System and the Federal Home Loan Bank (“FHLB”) System, Nicolet is required to maintain an investment in the capital stock of these entities. These equity securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other exchange traded equity securities. As no ready market exists for these stocks, and they have no quoted market value, these investments are carried at cost. Also included are investments in other private companies that do not have quoted market prices, which are carried at cost less impairment charges, if any. The carrying value of other investments are summarized as follows.


(in thousands)	September 30, 2026		December 31, 2025
Federal Reserve Bank stock	$	67,116	$	33,541
Federal Home Loan Bank (“FHLB”) stock	14,246		7,735
Equity securities with readily determinable fair values	12,685		9,505
Other investments	24,020		12,466
Total other investments	$	118,067	$	63,247

Note 6 – Loans, Allowance for Credit Losses - Loans, and Credit Quality

The loan composition is summarized as follows.


	September 30, 2026					December 31, 2025
(in thousands)	Amount			% of Total		Amount			% of Total
Commercial & industrial	$	2,335,023		21	%	$	1,367,522		20	%
Owner-occupied commercial real estate (“CRE”)	1,596,195			15		939,587			14
Agricultural	1,830,526			17		1,415,425			21
CRE investment	2,245,677			21		1,188,351			17
Construction & land development	592,437			5		326,638			5
Residential construction	137,045			1		95,268			1
Residential first mortgage	1,585,467			15		1,193,683			17
Residential junior mortgage	481,993			4		268,188			4
Retail & other	78,086			1		41,683			1
Loans	10,882,449			100	%	6,836,345			100	%
Less allowance for credit losses - Loans (“ACL-Loans”)	134,780					68,806
Loans, net	$	10,747,669				$	6,767,539
Allowance for credit losses - Loans to loans	1.24		%			1.01		%

Accrued interest on loans totaled $45 million and $21 million at September 30, 2026 and December 31, 2025, respectively, and is included in accrued interest receivable and other assets on the consolidated balance sheets.

Allowance for Credit Losses - Loans:

The majority of the Company’s loans, commitments, and letters of credit have been granted to customers in the Company’s market area. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of underlying collateral, if any.

A roll forward of the allowance for credit losses - loans is summarized as follows.


	Three Months Ended				Nine Months Ended				Year Ended
(in thousands)	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025		December 31, 2025
Beginning balance	$	133,584	$	68,408	$	68,806	$	66,322	$	66,322
ACL on acquired PCD loans	—		—		19,735		—		—
ACL on acquired PSL loans	—		—		44,377		—		—
Provision for credit losses - loans	1,950		950		4,100		3,750		4,300
Charge-offs	(884)		(619)		(2,470)		(1,575)		(2,263)
Recoveries	130		46		232		288		447
Net (charge-offs) recoveries	(754)		(573)		(2,238)		(1,287)		(1,816)
Ending balance	$	134,780	$	68,785	$	134,780	$	68,785	$	68,806

The following tables present the balance and activity in the ACL-Loans by portfolio segment.


	Nine Months Ended September 30, 2026
(in thousands)	Commercial & industrial			Owner- occupied CRE			Agricultural			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
ACL-Loans
Beginning balance	$	16,905		$	5,289		$	9,434		$	15,038		$	3,611		$	1,250		$	13,310		$	3,351		$	618		$	68,806
ACL on PCD loans	8,174			2,168			518			5,300			2,638			—			204			49			684			19,735
ACL on PSL loans	21,262			4,254			1,739			7,758			3,192			718			3,920			1,223			311			44,377
Provision	(11,186)			4,830			(272)			3,442			2,911			(1,160)			(102)			4,471			1,166			4,100
Charge-offs	(1,352)			(24)			(16)			—			—			—			(90)			(42)			(946)			(2,470)
Recoveries	100			31			5			—			—			—			2			7			87			232
Net (charge-offs) recoveries	(1,252)			7			(11)			—			—			—			(88)			(35)			(859)			(2,238)
Ending balance	$	33,903		$	16,548		$	11,408		$	31,538		$	12,352		$	808		$	17,244		$	9,059		$	1,920		$	134,780
As % of ACL-Loans	25		%	12		%	9		%	23		%	9		%	1		%	13		%	7		%	1		%	100		%


	Year Ended December 31, 2025
(in thousands)	Commercial & industrial			Owner- occupied CRE			Agricultural			CRE investment			Construction & land development			Residential construction			Residential first mortgage			Residential junior mortgage			Retail & other			Total
ACL-Loans
Beginning balance	$	16,147		$	5,362		$	9,957		$	14,616		$	2,658		$	1,234		$	12,590		$	2,827		$	931		$	66,322

Provision	2,154			(79)			(458)			422			953			16			817			522			(47)			4,300
Charge-offs	(1,577)			(189)			(65)			—			—			—			(98)			(2)			(332)			(2,263)
Recoveries	181			195			—			—			—			—			1			4			66			447
Net (charge-offs) recoveries	(1,396)			6			(65)			—			—			—			(97)			2			(266)			(1,816)
Ending balance	$	16,905		$	5,289		$	9,434		$	15,038		$	3,611		$	1,250		$	13,310		$	3,351		$	618		$	68,806
As % of ACL-Loans	24		%	8		%	14		%	22		%	5		%	2		%	19		%	5		%	1		%	100		%

The ACL-Loans represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. To assess the appropriateness of the ACL-Loans, management evaluates qualitative and environmental factors, including but not limited to: (i) evaluation of facts and issues related to specific loans; (ii) management’s ongoing review and grading of the loan portfolio; (iii) consideration of historical loan loss and delinquency experience on each portfolio segment; (iv) trends in past due and nonperforming loans; (v) the risk characteristics of the various loan segments; (vi) changes in the size and character of the loan portfolio; (vii) concentrations of loans to specific borrowers or industries; (viii) existing economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect expected credit losses. Assessing these numerous factors involves significant judgment.

Management allocates the ACL-Loans by pools of risk within each loan portfolio segment. The allocation methodology consists of the following components. First, a specific reserve is established for individually evaluated credit-deteriorated loans, which management defines as nonaccrual credit relationships over $500,000, collateral dependent loans, purchased credit deteriorated loans, and other loans with evidence of credit deterioration. The specific reserve in the ACL-Loans for these credit deteriorated loans is equal to the aggregate collateral or discounted cash flow shortfall. Next, management uses a DCF model to estimate expected credit losses on segmented loan pools that exhibit similar risk characteristics. The DCF model calculates an expected loss percentage for each loan category by considering probability of default, using life-of-loan analysis periods for all loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan category. For each

of these loan pools, the Company generates cash flow projections at the instrument level adjusting payment expectations for estimated prepayment speed, curtailments, probability of default, and loss given default. Lastly, additional qualitative adjustments are applied for risk factors that are not considered in the modeling process but are relevant in assessing the expected credit losses within the loan pools. Management utilizes a qualitative factor framework to provide a qualitative estimate of the expected credit losses inherent in the loan portfolio in relation to potential limitations of the quantitative model.

Allowance for Credit Losses-Unfunded Commitments:

In addition to the ACL-Loans, the Company has established an ACL-Unfunded commitments, classified in accrued interest payable and other liabilities on the consolidated balance sheets. This reserve is maintained at a level that management believes is sufficient to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The reserve for unfunded commitments was $8.4 million and $3.0 million at September 30, 2026 and December 31, 2025, respectively.

Provision for Credit Losses:

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management’s judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments. See Note 5 for additional information regarding the ACL related to investment securities. The following table presents the components of the provision for credit losses.


	Three Months Ended				Nine Months Ended				Year Ended
(in thousands)	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025		December 31, 2025
Provision for credit losses on:
Loans	$	1,950	$	950	$	4,100	$	3,750	$	4,300
Unfunded commitments	—		—		5,400		(250)		(50)

Total	$	1,950	$	950	$	9,500	$	3,500	$	4,250

Collateral Dependent Loans:

A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. For collateral dependent loans, expected credit losses are based on the estimated fair value of the collateral at the balance sheet date less estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The following tables present collateral dependent loans by portfolio segment and collateral type, including those loans with and without a related allowance allocation.


September 30, 2026	Collateral Type
(in thousands)	Real Estate		Other Business Assets		Total		Without an Allowance		With an Allowance		Allowance Allocation
Commercial & industrial	$	—	$	13,783	$	13,783	$	8,001	$	5,782	$	4,059
Owner-occupied CRE	25,338		—		25,338		23,542		1,796		82
Agricultural	6,076		3,654		9,730		8,893		837		225
CRE investment	5,353		—		5,353		—		5,353		3,610
Construction & land development	—		—		—		—		—		—
Residential construction	—		—		—		—		—		—
Residential first mortgage	1,920		—		1,920		1,831		89		6
Residential junior mortgage	278		—		278		—		278		1
Retail & other	—		—		—		—		—		—
Total loans	$	38,965	$	17,437	$	56,402	$	42,267	$	14,135	$	7,983


December 31, 2025	Collateral Type
(in thousands)	Real Estate		Other Business Assets		Total		Without an Allowance		With an Allowance		Allowance Allocation
Commercial & industrial	$	—	$	9,111	$	9,111	$	5,986	$	3,125	$	322
Owner-occupied CRE	5,755		—		5,755		5,755		—		—
Agricultural	6,784		3,589		10,373		10,373		—		—
CRE investment	497		—		497		497		—		—
Construction & land development	—		—		—		—		—		—
Residential construction	—		—		—		—		—		—
Residential first mortgage	1,847		—		1,847		1,486		361		1
Residential junior mortgage	166		—		166		166		—		—
Retail & other	—		—		—		—		—		—
Total loans	$	15,049	$	12,700	$	27,749	$	24,263	$	3,486	$	323

Past Due and Nonaccrual Loans:

The following tables present past due loans by portfolio segment.


	September 30, 2026
(in thousands)	30-89 Days Past Due (accruing)			90 Days & Over or nonaccrual			Current			Total
Commercial & industrial	$	6,438		$	17,158		$	2,311,427		$	2,335,023
Owner-occupied CRE	1,086			27,683			1,567,426			1,596,195
Agricultural	162			10,240			1,820,124			1,830,526
CRE investment	6,089			5,663			2,233,925			2,245,677
Construction & land development	—			100			592,337			592,437
Residential construction	—			—			137,045			137,045
Residential first mortgage	1,992			10,413			1,573,062			1,585,467
Residential junior mortgage	948			1,932			479,113			481,993
Retail & other	1,601			175			76,310			78,086
Total loans	$	18,316		$	73,364		$	10,790,769		$	10,882,449
Percent of total loans	0.2		%	0.7		%	99.1		%	100.0		%


	December 31, 2025
(in thousands)	30-89 Days Past Due (accruing)			90 Days & Over or nonaccrual			Current			Total
Commercial & industrial	$	541		$	10,314		$	1,356,667		$	1,367,522
Owner-occupied CRE	3,311			6,938			929,338			939,587
Agricultural	123			10,476			1,404,826			1,415,425
CRE investment	250			497			1,187,604			1,188,351
Construction & land development	29			—			326,609			326,638
Residential construction	601			—			94,667			95,268
Residential first mortgage	5,305			3,022			1,185,356			1,193,683
Residential junior mortgage	494			311			267,383			268,188
Retail & other	453			121			41,109			41,683
Total loans	$	11,107		$	31,679		$	6,793,559		$	6,836,345
Percent of total loans	0.1		%	0.5		%	99.4		%	100.0		%

The following table presents nonaccrual loans by portfolio segment.


	September 30, 2026					December 31, 2025
(in thousands)	Nonaccrual Loans			% of Total		Nonaccrual Loans			% of Total
Commercial & industrial	$	17,158		23	%	$	10,314		32	%
Owner-occupied CRE	27,683			38		6,938			22
Agricultural	10,240			14		10,476			33
CRE investment	5,663			8		497			2
Construction & land development	100			—		—			—
Residential construction	—			—		—			—
Residential first mortgage	10,413			14		3,022			10
Residential junior mortgage	1,932			3		311			1
Retail & other	175			—		121			—
Nonaccrual loans	$	73,364		100	%	$	31,679		100	%
Percent of total loans	0.7		%			0.5		%

Credit Quality Information:

The following tables present total loans by risk categories and year of origination, as well as gross charge-offs by year of origination. Acquired loans have been included based upon the actual origination date.


September 30, 2026	Amortized Cost Basis by Origination Year
(in thousands)	2026		2025		2024		2023		2022		Prior		Revolving		Revolving to Term		TOTAL
Commercial & industrial
Grades 1-4	$	352,788	$	410,563	$	153,631	$	132,632	$	163,760	$	218,849	$	665,501	$	—	$	2,097,724
Grade 5	12,838		10,358		8,127		12,604		8,866		16,187		54,694		—		123,674
Grade 6	50		14,635		6,431		3,105		2,479		3,024		2,564		—		32,288
Grade 7 *	1,404		2,017		9,353		5,437		17,314		11,846		33,966		—		81,337
Total	$	367,080	$	437,573	$	177,542	$	153,778	$	192,419	$	249,906	$	756,725	$	—	$	2,335,023
Current period gross charge-offs	$	—	$	(142)	$	(161)	$	(427)	$	(146)	$	(191)	$	(285)	$	—	$	(1,352)
Owner-occupied CRE
Grades 1-4	$	184,596	$	259,875	$	145,372	$	139,053	$	200,088	$	495,822	$	2,267	$	—	$	1,427,073
Grade 5	1,607		2,652		6,964		16,590		15,198		50,644		—		—		93,655
Grade 6	349		359		176		—		2,439		3,280		—		—		6,603
Grade 7 *	170		3,095		6,582		14,220		12,888		31,909		—		—		68,864
Total	$	186,722	$	265,981	$	159,094	$	169,863	$	230,613	$	581,655	$	2,267	$	—	$	1,596,195
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	(24)	$	—	$	—	$	(24)
Agricultural
Grades 1-4	$	149,052	$	224,967	$	175,247	$	122,919	$	242,449	$	340,049	$	391,787	$	—	$	1,646,470
Grade 5	19,081		10,867		6,244		4,467		14,584		29,753		48,204		—		133,200
Grade 6	88		182		3,731		66		478		3,095		1,008		—		8,648
Grade 7 *	1,425		3,874		1,234		2,094		6,105		18,281		9,195		—		42,208
Total	$	169,646	$	239,890	$	186,456	$	129,546	$	263,616	$	391,178	$	450,194	$	—	$	1,830,526
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	(16)	$	—	$	(16)
CRE investment
Grades 1-4	$	124,261	$	181,072	$	188,899	$	123,640	$	366,858	$	1,083,840	$	15,860	$	—	$	2,084,430
Grade 5	—		905		4,397		19,344		25,412		38,827		—		—		88,885
Grade 6	288		—		—		—		18,139		4,112		—		—		22,539
Grade 7 *	—		363		—		19,687		13,410		16,363		—		—		49,823
Total	$	124,549	$	182,340	$	193,296	$	162,671	$	423,819	$	1,143,142	$	15,860	$	—	$	2,245,677
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction & land development
Grades 1-4	$	87,239	$	224,166	$	106,638	$	43,506	$	25,629	$	40,051	$	1,779	$	—	$	529,008
Grade 5	—		16,126		459		823		43,716		994		908		—		63,026
Grade 6	—		—		—		—		159		—		—		—		159
Grade 7 *	—		—		—		184		60		—		—		—		244
Total	$	87,239	$	240,292	$	107,097	$	44,513	$	69,564	$	41,045	$	2,687	$	—	$	592,437
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential construction
Grades 1-4	$	65,308	$	45,071	$	6,393	$	771	$	4,350	$	8,240	$	308	$	—	$	130,441
Grade 5	142		—		—		6,462		—		—		—		—		6,604
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		—		—		—		—		—		—		—		—
Total	$	65,450	$	45,071	$	6,393	$	7,233	$	4,350	$	8,240	$	308	$	—	$	137,045
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential first mortgage
Grades 1-4	$	191,616	$	196,665	$	121,331	$	145,517	$	373,735	$	527,967	$	2,184	$	—	$	1,559,015
Grade 5	855		955		1,042		1,731		2,638		5,445		—		—		12,666
Grade 6	—		—		—		78		49		615		—		—		742
Grade 7 *	—		988		408		946		3,222		7,480		—		—		13,044
Total	$	192,471	$	198,608	$	122,781	$	148,272	$	379,644	$	541,507	$	2,184	$	—	$	1,585,467
Current period gross charge-offs	$	—	$	—	$	(9)	$	—	$	—	$	(81)	$	—	$	—	$	(90)
Residential junior mortgage
Grades 1-4	$	5,473	$	7,214	$	6,051	$	5,045	$	3,041	$	10,590	$	429,559	$	12,075	$	479,048
Grade 5	—		—		6		—		447		337		—		—		790
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		130		—		262		49		133		608		973		2,155
Total	$	5,473	$	7,344	$	6,057	$	5,307	$	3,537	$	11,060	$	430,167	$	13,048	$	481,993
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	(42)	$	—	$	—	$	—	$	(42)
Retail & other
Grades 1-4	$	13,419	$	12,513	$	6,591	$	5,678	$	4,601	$	10,497	$	24,612	$	—	$	77,911
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		69		33		11		24		33		5		—		175
Total	$	13,419	$	12,582	$	6,624	$	5,689	$	4,625	$	10,530	$	24,617	$	—	$	78,086
Current period gross charge-offs	$	(4)	$	(13)	$	(12)	$	(130)	$	(121)	$	(129)	$	(537)	$	—	$	(946)
Total loans	$	1,212,049	$	1,629,681	$	965,340	$	826,872	$	1,572,187	$	2,978,263	$	1,685,009	$	13,048	$	10,882,449

* The total Grade 7 loans at September 30, 2026 included $23 million of loans covered by government loan program guarantees.


December 31, 2025	Amortized Cost Basis by Origination Year
(in thousands)	2025		2024		2023		2022		2021		Prior		Revolving		Revolving to Term		TOTAL
Commercial & industrial
Grades 1-4	$	297,093	$	144,896	$	92,466	$	84,058	$	80,057	$	77,686	$	424,640	$	—	$	1,200,896
Grade 5	4,152		6,622		14,051		12,515		3,471		6,448		53,059		—		100,318
Grade 6	13,593		896		1,497		2,677		826		—		13,285		—		32,774
Grade 7 *	805		2,580		3,612		4,170		4,901		4,817		12,649		—		33,534
Total	$	315,643	$	154,994	$	111,626	$	103,420	$	89,255	$	88,951	$	503,633	$	—	$	1,367,522
Current period gross charge-offs	$	(125)	$	(103)	$	(45)	$	(76)	$	(524)	$	(8)	$	(696)	$	—	$	(1,577)
Owner-occupied CRE
Grades 1-4	$	132,613	$	84,209	$	77,111	$	134,342	$	113,456	$	262,006	$	2,321	$	—	$	806,058
Grade 5	1,653		6,496		12,864		14,243		24,479		25,868		49		—		85,652
Grade 6	—		13,038		1,511		1,311		—		1,097		—		—		16,957
Grade 7 *	—		1,676		3,718		1,970		6,523		17,033		—		—		30,920
Total	$	134,266	$	105,419	$	95,204	$	151,866	$	144,458	$	306,004	$	2,370	$	—	$	939,587
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	(189)	$	—	$	—	$	(189)
Agricultural
Grades 1-4	$	178,383	$	178,254	$	122,462	$	233,078	$	109,828	$	184,017	$	290,983	$	—	$	1,297,005
Grade 5	9,136		2,956		4,910		10,910		7,110		16,267		26,604		—		77,893
Grade 6	1,197		—		595		137		—		5,997		1,632		—		9,558
Grade 7 *	937		381		1,278		3,926		6,982		12,412		5,053		—		30,969
Total	$	189,653	$	181,591	$	129,245	$	248,051	$	123,920	$	218,693	$	324,272	$	—	$	1,415,425
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	(65)	$	—	$	(65)
CRE investment
Grades 1-4	$	107,033	$	115,996	$	40,985	$	233,167	$	193,969	$	438,694	$	12,801	$	—	$	1,142,645
Grade 5	—		3,608		1,177		4,694		12,622		19,183		—		—		41,284
Grade 6	—		—		—		3,204		—		—		—		—		3,204
Grade 7 *	—		—		552		—		—		666		—		—		1,218
Total	$	107,033	$	119,604	$	42,714	$	241,065	$	206,591	$	458,543	$	12,801	$	—	$	1,188,351
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction & land development
Grades 1-4	$	90,203	$	125,309	$	26,359	$	25,189	$	42,103	$	11,642	$	2,205	$	—	$	323,010
Grade 5	—		375		39		1,943		215		830		—		—		3,402
Grade 6	—		—		—		166		—		—		—		—		166
Grade 7 *	—		—		—		60		—		—		—		—		60
Total	$	90,203	$	125,684	$	26,398	$	27,358	$	42,318	$	12,472	$	2,205	$	—	$	326,638
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential construction
Grades 1-4	$	77,376	$	12,131	$	872	$	2,917	$	1,572	$	400	$	—	$	—	$	95,268
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		—		—		—		—		—		—		—		—
Total	$	77,376	$	12,131	$	872	$	2,917	$	1,572	$	400	$	—	$	—	$	95,268
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Residential first mortgage
Grades 1-4	$	164,721	$	118,575	$	139,900	$	310,381	$	194,581	$	253,195	$	824	$	—	$	1,182,177
Grade 5	449		1,184		1,348		986		564		1,642		—		—		6,173
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		399		378		1,421		1,316		1,819		—		—		5,333
Total	$	165,170	$	120,158	$	141,626	$	312,788	$	196,461	$	256,656	$	824	$	—	$	1,193,683
Current period gross charge-offs	$	—	$	(85)	$	—	$	—	$	—	$	(13)	$	—	$	—	$	(98)
Residential junior mortgage
Grades 1-4	$	9,258	$	5,317	$	6,072	$	3,531	$	2,539	$	6,869	$	229,989	$	3,664	$	267,239
Grade 5	—		12		—		454		—		—		171		—		637
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	—		—		—		48		—		—		264		—		312
Total	$	9,258	$	5,329	$	6,072	$	4,033	$	2,539	$	6,869	$	230,424	$	3,664	$	268,188
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	(2)	$	—	$	—	$	(2)
Retail & other
Grades 1-4	$	6,696	$	3,821	$	2,930	$	3,485	$	1,798	$	3,997	$	18,832	$	—	$	41,559
Grade 5	—		—		—		—		—		—		—		—		—
Grade 6	—		—		—		—		—		—		—		—		—
Grade 7 *	60		4		53		—		7		—		—		—		124
Total	$	6,756	$	3,825	$	2,983	$	3,485	$	1,805	$	3,997	$	18,832	$	—	$	41,683
Current period gross charge-offs	$	—	$	(13)	$	(11)	$	—	$	—	$	(14)	$	(294)	$	—	$	(332)
Total loans	$	1,095,358	$	828,735	$	556,740	$	1,094,983	$	808,919	$	1,352,585	$	1,095,361	$	3,664	$	6,836,345

* The total Grade 7 loans at December 31, 2025 included $15 million of loans covered by government loan program guarantees.

An internal loan review function rates loans using a grading system based on different risk categories. Loans with a Substandard grade are considered to have a greater risk of loss and may be assigned allocations for loss based on specific review of the weaknesses observed in the individual credits. Such loans are monitored by the loan review function to help ensure early identification of any deterioration. A description of the loan risk categories used by the Company follows.

Grades 1-4, Pass: Credits exhibit adequate cash flows, appropriate management and financial ratios within industry norms and/or are supported by sufficient collateral. Some credits in these rating categories may require a need for monitoring but elements of concern are not severe enough to warrant an elevated rating.

Grade 5, Watch: Credits with this rating are adequately secured and performing but are monitored due to the presence of various short-term weaknesses which may include unexpected, short-term adverse financial performance, managerial problems, potential impact of a decline in the entire industry or local economy and delinquency issues. Loans to individuals or loans supported by guarantors with marginal net worth or collateral may be included in this rating category.

Grade 6, Special Mention: Credits with this rating have potential weaknesses that, without the Company’s attention and correction may result in deterioration of repayment prospects. These assets are considered Criticized Assets. Potential weaknesses may include adverse financial trends for the borrower or industry, repeated lack of compliance with Company requests, increasing debt to net worth, serious management conditions and decreasing cash flow.

Grade 7, Substandard: Assets with this rating are characterized by the distinct possibility the Company will sustain some loss if deficiencies are not corrected. All foreclosures, liquidations, and nonaccrual loans are considered to be categorized in this rating, regardless of collateral sufficiency.

Modifications to Borrowers Experiencing Financial Difficulty:

The following tables present the amortized cost of loans that were made to borrowers experiencing financial difficulty and were modified during the nine months ended September 30, 2026 and September 30, 2025, respectively, aggregated by portfolio segment and type of modification.


(in thousands)	Payment Delay		Term Extension		Interest Rate Reduction		Term Extension & Interest Rate Reduction		Total		% of Total Loans
Nine Months Ended September 30, 2026
Commercial & industrial	$	—	$	—	$	—	$	—	$	—	—	%
Owner-occupied CRE	—		—		—		—		—		—	%
Agricultural	—		—		—		—		—		—	%
CRE investment	6,089		—		—		—		6,089		0.27	%





Total	$	6,089	$	—	$	—	$	—	$	6,089	0.06	%
Nine Months Ended September 30, 2025
Commercial & industrial	$	2,367	$	—	$	—	$	—	$	2,367	0.17	%
Owner-occupied CRE	—		—		—		—		—		—	%
Agricultural	—		—		—		—		—		—	%
CRE investment	—		—		—		—		—		—	%





Total	$	2,367	$	—	$	—	$	—	$	2,367	0.03	%

The loans presented in the table above have had more than insignificant payment delays (which the Company has defined as payment delays in excess of three months). These modified loans are closely monitored by the Company to understand the effectiveness of its modification efforts, and such loans generally are in nonaccrual status pending a sustained period of performance in accordance with the modified terms.

As of September 30, 2026 and December 31, 2025, there were no loans made to borrowers experiencing financial difficulty that were modified during the current period and subsequently defaulted, and there were no commitments to lend additional funds to such debtors.

Note 7 – Goodwill and Other Intangibles and Servicing Rights

Management periodically reviews the carrying value of its intangible assets to determine if any impairment has occurred, in which case an impairment charge would be recorded as an expense in the period of impairment, or whether changes in circumstances have occurred that would require a revision to the remaining useful life that would affect expense prospectively. In making such determination, management evaluates whether there are any adverse qualitative factors indicating that an impairment may exist, as well as the performance of the underlying operations or assets which give rise to the intangible. Management concluded no impairment was indicated for the nine months ended September 30, 2026 and the year ended December 31, 2025. A summary of goodwill and other intangibles was as follows.



(in thousands)	September 30, 2026		December 31, 2025
Goodwill	$	838,426	$	367,387
Core deposit intangibles	111,530		13,655
Customer list intangibles	9,703		1,358
Other intangibles	121,233		15,013
Goodwill and other intangibles, net	$	959,659	$	382,400

Goodwill: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if certain events or circumstances occur. During 2026, goodwill increased due to the acquisition of MidWestOne, including measurement period adjustments related to the sale of the Denver branches and adjustments to the Day 1 deferred tax accounts during third quarter 2026. See Note 2 for additional information on the acquisition. A summary of goodwill was as follows.


	Nine Months Ended		Year Ended
(in thousands)	September 30, 2026		December 31, 2025
Goodwill:
Goodwill at beginning of year	$	367,387	$	367,387
Acquisition	467,108		—
Measurement period adjustments	3,931		—
Goodwill at end of period	$	838,426	$	367,387

Other intangible assets: Other intangible assets, consisting of core deposit intangibles and customer list intangibles, are amortized over their estimated finite lives. During 2026, core deposit intangibles and customer list intangibles increased due to the acquisition of MidWestOne. See Note 2 for additional information on the acquisition. A summary of other intangible assets was as follows.


	Nine Months Ended		Year Ended
(in thousands)	September 30, 2026		December 31, 2025
Core deposit intangibles:
Gross carrying amount	$	170,019	$	56,588
Accumulated amortization	(58,489)		(42,933)
Net book value	$	111,530	$	13,655
Additions during the period	$	113,431	$	—
Amortization during the period	$	15,556	$	5,160
Customer list intangibles:
Gross carrying amount	$	15,173	$	6,173
Accumulated amortization	(5,470)		(4,815)
Net book value	$	9,703	$	1,358
Additions during the period	$	9,000	$	—
Amortization during the period	$	655	$	580

Servicing rights: The Company has a servicing rights asset related to certain agricultural and residential mortgage loans sold.

Agricultural loan servicing rights (“LSR”): The Company acquired an agricultural LSR asset in December 2021 which is being amortized over the estimated remaining loan service period.

Mortgage servicing rights (“MSR”): The Company sells originated residential mortgage loans into the secondary market and retains the right to service these sold loans. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date, with the amortization recorded in mortgage income, net, in the consolidated statements of income. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other assets in the consolidated balance sheets. The Company periodically evaluates its mortgage servicing rights asset for impairment. At each reporting date, impairment is assessed based on estimated fair value using estimated prepayment speeds of the underlying mortgage loans serviced and stratification based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate).

A summary of the changes in the servicing rights asset was as follows.


	Nine Months Ended		Year Ended
(in thousands)	September 30, 2026		December 31, 2025
Servicing rights asset at beginning of year	$	18,325	$	18,954
Capitalized servicing rights	3,944		3,771
Servicing rights acquired *	10,873		—
Sale of servicing rights ^	—		(64)
Amortization during the period	(4,365)		(4,336)
Servicing rights asset at end of period	$	28,777	$	18,325
Valuation allowance at beginning of year	$	—	$	(120)
(Additions) / Reversals, net	—		79
Charge-offs ^	—		41
Valuation allowance at end of period	$	—	$	—
Servicing rights asset, net	$	28,777	$	18,325
Residential mortgage loans serviced for others	$	2,490,457	$	1,676,738
Agricultural loans serviced for others	$	342,777	$	387,974

* During first quarter 2026, Nicolet acquired mortgage servicing rights with the MidWestOne transaction with a fair value of $11 million related to residential mortgage loans serviced for others with a remaining principal balance of $794 million as of the acquisition date.

^ During first quarter 2025, Nicolet sold mortgage servicing rights with a remaining carrying value of $64,000 for $23,000 and the difference of $41,000 was charged-off through the valuation allowance. These serviced loans had a remaining loan balance of approximately $30 million at the time of sale.

Estimated future amortization: The following table shows the estimated future amortization expense for amortizing intangible assets and servicing assets. The projections are based on existing asset balances, the current interest rate environment and estimated prepayment speeds as of September 30, 2026. The actual amortization expense the Company recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements and events or circumstances that indicate the carrying amount of an asset may not be recoverable.


(in thousands)	Core deposit intangibles		Customer list intangibles		Servicing rights asset
Year ending December 31,
2026 (remaining three months)	$	5,614	$	224	$	1,587
2027	22,123		896		5,994
2028	19,465		896		5,624
2029	16,691		766		5,181
2030	13,937		766		4,594
2031	11,227		655		2,118
Thereafter	22,473		5,500		3,679
Total	$	111,530	$	9,703	$	28,777

Note 8 – Short and Long-Term Borrowings

Short-Term Borrowings:

Short-term borrowings include any borrowing with an original maturity of one year or less. The Company did not have any short-term borrowings outstanding at either September 30, 2026 or December 31, 2025.

Long-Term Borrowings:

Long-term borrowings include any borrowing with an original maturity greater than one year. The components of long-term borrowings were as follows.


(in thousands)	September 30, 2026		December 31, 2025

Junior subordinated debentures	—		42,215
Subordinated notes	92,750		92,645
Total long-term borrowings	$	92,750	$	134,860

Junior Subordinated Debentures: Each of the junior subordinated debentures was issued to an underlying statutory trust (the “statutory trusts”), which issued trust preferred securities and common securities and used the proceeds from the issuance of the common and the trust preferred securities to purchase the junior subordinated debentures of the Company. The trust preferred securities ceased to qualify as Tier 1 capital during first quarter 2026 due to Nicolet exceeding $15 billion in total consolidated assets. Accordingly, the Company fully redeemed these debentures, including those acquired with MidWestOne, during second quarter 2026 and incurred a loss of $5 million upon extinguishment of this debt (included in other noninterest expense on the consolidated statements of income). At December 31, 2025, approximately $40 million of trust preferred securities qualified as Tier 1 capital.

Subordinated Notes (the “Notes”): In July 2021, the Company completed the private placement of $100 million in fixed-to-floating rate subordinated notes due in 2031, with a fixed annual rate of 3.125% for the first five years, and resetting quarterly thereafter to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 237.5 basis points. The Notes due in 2031 became redeemable on July 15, 2026, and quarterly thereafter on any interest payment date. The Company intends to redeem these Notes on the next interest payment date. All outstanding Notes qualify as Tier 2 capital for regulatory purposes, and are discounted in accordance with regulations when the debt has five years or less remaining to maturity.

The following table shows the breakdown of junior subordinated debentures and subordinated notes.


		As of September 30, 2026								As of December 31, 2025
(in thousands)	Maturity Date	Interest Rate		Par		Unamortized Premium /(Discount) / Debt Issue Costs		Carrying Value		Interest Rate		Carrying Value
Junior Subordinated Debentures:
Mid-Wisconsin Statutory Trust I (1)	12/15/2035	—	%	$	—	$	—	$	—	5.41	%	$	8,333
Baylake Capital Trust II (2)	9/30/2036	—	%	—		—		—		5.30	%	14,133
First Menasha Statutory Trust (3)	3/17/2034	—	%	—		—		—		6.76	%	4,799
County Bancorp Statutory Trust II (4)	9/15/2035	—	%	—		—		—		5.51	%	5,741
County Bancorp Statutory Trust III (5)	6/15/2036	—	%	—		—		—		5.67	%	5,683
Fox River Valley Capital Trust (6)	5/30/2033	—	%	—		—		—		7.89	%	3,526





Total				$	—	$	—	$	—			$	42,215
Subordinated Notes:
Subordinated Notes due 2031	7/15/2031	6.12	%	$	92,750	$	—	$	92,750	3.13	%	$	92,645

(1) The debentures, assumed in April 2013 as the result of an acquisition, had a floating rate of three-month SOFR plus 1.43%, adjusted quarterly.

(2) The debentures, assumed in April 2016 as a result of an acquisition, had a floating rate of three-month SOFR plus 1.35%, adjusted quarterly.

(3) The debentures, assumed in April 2017 as the result of an acquisition, had a floating rate of three-month SOFR plus 2.79%, adjusted quarterly.

(4) The debentures, assumed in December 2021 as the result of an acquisition, had a floating rate of three-month SOFR plus 1.53%, adjusted quarterly.

(5) The debentures, assumed in December 2021 as the result of an acquisition, had a floating rate of three-month SOFR plus 1.69%, adjusted quarterly.

(6) The debentures, assumed in December 2021 as the result of an acquisition, had a floating rate of 5-year swap rate plus 3.40%, which reset every five years.

Note 9 – Commitments and Contingencies

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, financial guarantees, and standby letters of credit. Such commitments may involve, to varying degrees, elements of credit risk in excess of amounts recognized on the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and issuing letters of credit as they do for on-balance sheet financial instruments. See Note 6 for information on the allowance for credit losses-unfunded commitments.

A summary of the contract or notional amount of the Company’s exposure to off-balance sheet risk was as follows.


(in thousands)	September 30, 2026		December 31, 2025
Commitments to extend credit	$	3,267,222	$	2,071,841
Financial standby letters of credit	50,756		20,186
Performance standby letters of credit	20,334		18,822

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract, and predominantly included commercial lines of credit with a term of one year or less. The commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Financial and performance standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Financial standby letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while performance standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. Both of these guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral, which may include accounts receivable, inventory, property, equipment, and income-producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount. If the commitment is funded, the Company would be entitled to seek recovery from the customer.

Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans held for sale are considered derivative instruments (“mortgage derivatives”) and the contractual amounts were $27 million and $22 million, respectively, at September 30, 2026. In comparison, interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans held for sale totaled $28 million and $24 million, respectively, at December 31, 2025. The net fair value of these mortgage derivatives combined was a net gain of $0.2 million at both September 30, 2026 and December 31, 2025.

Nicolet is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which may involve claims for substantial amounts. Although Nicolet has developed policies and procedures to minimize legal noncompliance and the impact of claims and other proceedings and endeavored to procure reasonable amounts of insurance coverage, litigation and regulatory actions present an ongoing risk. With respect to all such claims, Nicolet continuously assesses its potential liability based on the allegations and evidence available. If the facts indicate that it is probable that Nicolet will incur a loss and the amount of such loss can be reasonably estimated, Nicolet will establish an accrual for the probable loss. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated, Nicolet does not establish an accrual.

Future developments could result in an unfavorable outcome for or resolution of any one or more of the legal proceedings in which Nicolet is a defendant, which may be material to Nicolet’s business or consolidated results of operations or financial condition for a particular fiscal period or periods. Although it is not possible to predict the outcome of any of these legal proceedings or the range of possible loss, if any, based on the most recent information available, advice of counsel and available insurance coverage, if applicable, management believes that any liability resulting from such proceedings would not have a material adverse effect on our financial position or results of operations.

Note 10 – Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept), and is a market-based measurement versus an entity-specific measurement. The Company records and/or discloses certain financial instruments on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions of the reporting entity about how market participants would price the asset or liability based on the best information available under the circumstances. The three fair value levels are:

•Level 1 – quoted market prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date

•Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

•Level 3 – significant unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity

In instances where the fair value measurement is based on inputs from different levels, the level within which the entire fair value measurement will be categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. This assessment of the significance of an input requires management judgment.

Recurring basis fair value measurements:

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented.


(in thousands)			Fair Value Measurements Using
Measured at Fair Value on a Recurring Basis:	Total		Level 1		Level 2		Level 3
September 30, 2026
U.S. Treasury securities	$	249,944	$	—	$	249,944	$	—
U.S. government agency securities	25,637		—		25,637		—
State, county and municipals	329,897		—		329,327		570
Mortgage-backed securities	1,239,376		—		1,239,376		—
Corporate debt securities	135,769		—		129,916		5,853
Securities AFS	$	1,980,623	$	—	$	1,974,200	$	6,423
Other investments (equity securities)	$	12,685	$	12,685	$	—	$	—
Derivative assets	$	19,095	$	—	$	18,589	$	506
Derivative liabilities	$	18,937	$	—	$	18,591	$	346
December 31, 2025
U.S. Treasury securities	$	24,054	$	—	$	24,054	$	—
U.S. government agency securities	4,172		—		4,172		—
State, county and municipals	274,824		—		274,057		767
Mortgage-backed securities	496,781		—		496,781		—
Corporate debt securities	60,003		—		54,146		5,857
Securities AFS	$	859,834	$	—	$	853,210	$	6,624
Other investments (equity securities)	$	9,505	$	9,505	$	—	$	—
Derivative assets	$	610	$	—	$	376	$	234
Derivative liabilities	$	450	$	—	$	376	$	74

The following is a description of the valuation methodologies used by the Company for the assets and liabilities measured at fair value on a recurring basis, noted in the tables above.

Securities AFS and Equity Securities: Where quoted market prices on securities exchanges are available, the investments are classified as Level 1. Level 1 investments primarily include exchange-traded equity securities. If quoted market prices are not available, fair value is generally determined using prices obtained from independent pricing vendors who use pricing models (with typical inputs including benchmark yields, reported trades for similar securities, issuer spreads or relationship to other benchmark quoted securities), or discounted cash flows, and are classified as Level 2. Examples of these investments include

U.S. Treasury securities, U.S. government agency securities, mortgage-backed securities, obligations of state, county and municipals, and certain corporate debt securities. Finally, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, investments are classified within Level 3 of the hierarchy. Examples of these include private corporate debt securities, which are primarily trust preferred security investments, as well as certain municipal bonds. At September 30, 2026 and December 31, 2025, it was determined that carrying value was the best approximation of fair value for the majority of these Level 3 securities, based primarily on the internal analysis on these securities.

Derivatives: The derivative assets and liabilities include interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans held for sale, which are considered derivative instruments (“mortgage derivatives”), as well as interest rate swaps with corresponding mirror interest rate swaps. The fair value of interest rate lock commitments is determined using the projected sale price of individual loans based on changes in the market interest rates, projected pull-through rates (the probability that an interest rate lock commitment will ultimately result in an originated loan), the reduction in the value of the applicant’s option due to the passage of time, and the remaining origination costs to be incurred based on management’s estimate of market costs. The fair value of forward commitments is determined using quoted prices of to-be-announced securities in active markets, or benchmarked to such securities. The mortgage derivative assets and liabilities are classified within Level 3 of the hierarchy. The fair value of the interest rate swap derivative assets and liabilities is determined using a discounted cash flow analysis of the expected cash flows of each derivative, which considers the contractual terms of the underlying derivative financial instrument and observable market-based inputs, such as interest rate curves. The interest rate swap derivative assets and liabilities are classified within Level 2 of the hierarchy.

The following table presents the changes in Level 3 securities AFS measured at fair value on a recurring basis.


(in thousands)	Nine Months Ended		Year Ended
Level 3 Fair Value Measurements:	September 30, 2026		December 31, 2025
Balance at beginning of year	$	6,624	$	7,625
Transfer out	(2,003)		—
Purchases (acquired with MidWestOne)	2,741		—
Maturities / Paydowns	(677)		(1,099)
Unrealized gain / (loss)	(262)		98
Balance at end of period	$	6,423	$	6,624

Nonrecurring basis fair value measurements:

The following table presents the Company’s assets measured at fair value on a nonrecurring basis, aggregated by level in the fair value hierarchy within which those measurements fall.


(in thousands)			Fair Value Measurements Using
Measured at Fair Value on a Nonrecurring Basis:	Total		Level 1		Level 2		Level 3
September 30, 2026
Collateral dependent loans	$	48,419	$	—	$	—	$	48,419

MSR asset (disclosure)	27,575		—		—		27,575
December 31, 2025
Collateral dependent loans	$	27,426	$	—	$	—	$	27,426

MSR asset (disclosure)	18,474		—		—		18,474

The following is a description of the valuation methodologies used by the Company for the assets and liabilities measured at fair value on a nonrecurring basis, noted in the table above.

Collateral dependent loans: For individually evaluated collateral dependent loans, the estimated fair value is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral, or the estimated liquidity of the note.

MSR asset: To estimate the fair value of the MSR asset, the underlying serviced loan pools are stratified by interest rate tranche and term of the loan, and a valuation model is used to calculate the present value of the expected future cash flows for each stratum. The servicing valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as costs to service, a discount rate, ancillary income, default rates and losses, and prepayment speeds. Although some of these assumptions are based on observable market data, other assumptions are based on unobservable estimates of what market participants would use to measure fair value.

Financial instruments:

The carrying amounts and estimated fair values of the Company’s financial instruments are shown below.


September 30, 2026
(in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	510,531	$	510,531	$	510,531	$	—	$	—
Securities AFS	1,980,623		1,980,623		—		1,974,200		6,423

Other investments, including equity securities	118,067		118,065		12,685		85,230		20,150
Loans held for sale	9,080		9,207		—		9,207		—

Loans, net	10,747,669		10,543,043		—		—		10,543,043
MSR asset	24,729		27,575		—		—		27,575
LSR asset	4,048		4,048		—		—		4,048
Accrued interest receivable	57,411		57,411		57,411		—		—
Financial liabilities:
Deposits	$	12,596,635	$	12,578,674	$	—	$	—	$	12,578,674

Long-term borrowings	92,750		92,750		—		—		92,750

Accrued interest payable	13,429		13,429		13,429		—		—


December 31, 2025
(in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	660,232	$	660,232	$	660,232	$	—	$	—
Securities AFS	859,834		859,834		—		853,210		6,624

Other investments	63,247		63,241		9,505		43,233		10,503
Loans held for sale	13,620		13,935		—		13,935		—
Loans, net	6,767,539		6,627,011		—		—		6,627,011
MSR asset	13,173		18,474		—		—		18,474
LSR asset	5,152		5,152		—		—		5,152
Accrued interest receivable	26,602		26,602		26,602		—		—
Financial liabilities:
Deposits	$	7,730,771	$	7,737,106	$	—	$	—	$	7,737,106

Long-term borrowings	134,860		131,840		—		—		131,840
Accrued interest payable	8,672		8,672		8,672		—		—

The valuation methodologies for the financial instruments disclosed in the above table are described in Note 18, Fair Value Measurements, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. For September 30, 2026, the estimated fair value of the long-term borrowings was assumed to approximate the carrying amount as the Company intends to redeem this debt at par on the next interest payment date.

Note 11 – Derivatives

The following table presents the notional amounts and gross fair values of the Company’s derivatives. The derivative asset and liability balances are presented on a gross basis, prior to the application of master netting agreements, as included in other assets and other liabilities, respectively, on the consolidated balance sheets.


	September 30, 2026						December 31, 2025
(in thousands)	Notional		Fair Value				Notional		Fair Value
	Amount		Assets		Liabilities		Amount		Assets		Liabilities
Not designated as hedging instruments:
Interest rate swaps	$	841,975	$	18,589	$	18,591	$	19,058	$	376	$	376
RPAs - participated out contracts	49,517		1		—		—		—		—
RPAs - participated in contracts	27,542		—		—		—		—		—
Interest rate lock commitments	26,715		—		346		27,968		234		—
Forward commitments to sell residential mortgage loans	21,500		505		—		24,000		—		74
Total	$	967,249	$	19,095	$	18,937	$	71,026	$	610	$	450

Derivatives Not Designated as Hedging Instruments:

Interest Rate Swaps - The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.

Credit Risk Participation Agreements (“RPAs”) - The Company enters into RPAs to manage the credit exposure on interest rate contracts associated with a syndicated loan or participation agreement. The Company may enter into protection purchased RPAs with institutional counterparties to decrease or increase its exposure to a borrower. Under the RPA, the Company will receive or make payment if a borrower defaults on the related interest rate contract. The notional amount of the RPAs reflects the Company’s pro-rata share of the derivative instrument.

Interest Rate Lock Commitments & Forward Commitments to Sell Residential Mortgage Loans - The Company enters into forward delivery contracts to sell residential mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Nicolet Bankshares, Inc. (the “Company” or “Nicolet”) is a bank holding company headquartered in Green Bay, Wisconsin. Nicolet provides a diversified range of traditional banking and wealth management services to individuals and businesses in its market area and through the branch offices of its banking subsidiary, Nicolet National Bank (the “Bank”), primarily in Wisconsin, Michigan, Iowa, and Minnesota. The following discussion is management’s analysis of Nicolet’s consolidated financial condition as of September 30, 2026 and December 31, 2025 and results of operations for the three and nine-month periods ended September 30, 2026 and 2025. It should be read in conjunction with our audited consolidated financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Nicolet’s 2025 Annual Report on Form 10-K.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, all references to “we,” “us” and “our” refer to the Company.

Evaluation of financial performance and balance sheet line items is impacted both by the timing and size of the MidWestOne acquisition, which was completed on February 13, 2026. Certain income statement results, average balances, and related ratios for 2026 include partial contributions from MidWestOne from the acquisition date. In the acquisition, MidWestOne stockholders 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, of $155.19 per share).

Forward-Looking Statements

Statements made in this document and in any documents that are incorporated by reference which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including any descriptions of management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance, or with respect to expectations regarding the economic factors such as inflation and changes in interest rates. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements are neither statements of historical fact nor assurance of future performance and generally may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Forward-looking statements (including their underlying assumptions) should be viewed with caution. Investors should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Nicolet and could cause those results to differ materially from those implied or anticipated by any forward-looking statements. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors, many of which are beyond Nicolet’s control, that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those described in detail under Item 1A, “Risk Factors” of Nicolet’s 2025 Annual Report on Form 10-K include, but are not necessarily limited to the following:

•strategic, market, operating, legal and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Nicolet specifically;

•economic, market, political and competitive forces affecting Nicolet’s banking and wealth management businesses;

•potential fluctuations or unanticipated changes in the interest rate environment, monetary or tax policy or general economic conditions, including interest rate changes made by the Federal Reserve and the related cash flow reassessments, which may reduce Nicolet’s net interest income, net interest margin, and / or the volumes and values of loans made or held as well as the value of other financial assets;

•potential difficulties in identifying and completing future merger or acquisition opportunities, as well as our ability to successfully expand and integrate any businesses we acquire, such as the recently completed acquisition of MidWestOne;

•cybersecurity risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;

•changes in accounting standards, rules and interpretations (including effects of assumptions underlying purchase accounting) and any resulting impact on Nicolet’s financial statements;

•compliance or operational risks related to new products, services, ventures, or lines of business, if any, that Nicolet may pursue or implement;

•the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;

•our ability to attract and retain key personnel;

•examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for credit losses, write-down assets, or take other actions;

•adverse results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and / or other negative effects) from current or future litigation, legislation, regulatory proceedings, examinations, investigations, or similar matters or developments related thereto;

•the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as inflation and recessions, weather events, climate change, natural disasters, epidemics and pandemics, war or terrorist activities, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs; and

•the risk that Nicolet’s analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

These factors should be considered in evaluating the forward-looking statements, and you should not place undue reliance on such statements.

Earnings Summary


Table 1: Earnings Summary and Selected Financial Data
	At or for the Three Months Ended															At or for the Nine Months Ended
(In thousands, except per share data)	9/30/2026			6/30/2026			3/31/2026			12/31/2025			9/30/2025			9/30/2026			9/30/2025
Results of operations:
Net interest income	$	142,230		$	141,471		$	109,559		$	80,894		$	79,264		$	393,260		$	225,579
Provision for credit losses	1,950			1,500			6,050			750			950			9,500			3,500
Noninterest income	32,200			36,279			25,294			23,092			23,619			93,773			62,475
Noninterest expense	91,298			103,764			109,795			53,039			50,088			304,857			147,794

Income tax expense	17,454			15,585			3,812			9,873			10,110			36,851			26,398
Net income (GAAP)	$	63,728		$	56,901		$	15,196		$	40,324		$	41,735		$	135,825		$	110,362
Earnings per common share ("EPS"):
Basic EPS	$	3.04		$	2.68		$	0.83		$	2.72		$	2.81		$	6.75		$	7.34
Diluted EPS (GAAP)	$	2.96		$	2.62		$	0.81		$	2.65		$	2.73		$	6.57		$	7.14
Core Net Income and Diluted EPS (Non-GAAP):
Core net income (non-GAAP) (1)	$	67,790		$	65,078		$	51,505		$	41,559		$	40,693		$	184,372		$	109,765
Core diluted EPS (non-GAAP) (1)	$	3.15		$	2.99		$	2.75		$	2.73		$	2.66		$	8.91		$	7.10
Common Shares:
Basic weighted average	20,934			21,208			18,232			14,804			14,836			20,134			15,039
Diluted weighted average	21,542			21,729			18,749			15,227			15,303			20,686			15,463
Outstanding (period end)	20,845			21,061			21,317			14,811			14,799			20,845			14,799
Period-End Balances:
Loans	$	10,882,449		$	10,848,164		$	10,879,694		$	6,836,345		$	6,874,711		$	10,882,449		$	6,874,711
Allowance for credit losses - loans	134,780			133,584			133,435			68,806			68,785			134,780			68,785
Total assets	15,064,808			15,414,619			15,574,490			9,185,107			9,029,430			15,064,808			9,029,430
Deposits	12,596,635			12,523,336			12,624,364			7,730,771			7,611,465			12,596,635			7,611,465
Stockholders’ equity (common)	2,234,240			2,271,474			2,256,877			1,257,662			1,214,960			2,234,240			1,214,960
Book value per common share	107.18			107.85			105.87			84.91			82.10			107.18			82.10
Tangible book value per common share (2)	61.14			62.19			60.47			59.09			56.17			61.14			56.17
Financial Ratios: (3)
Return on average assets	1.66		%	1.47		%	0.50		%	1.75		%	1.84		%	1.26		%	1.66		%
Return on average common equity	11.16			10.09			3.44			12.96			13.86			8.61			12.44
Return on average tangible common equity (2)	20.78			19.07			6.49			19.27			20.98			15.86			19.04
Core return on average assets (2)	1.76			1.69			1.68			1.80			1.80			1.71			1.65
Core return on average common equity (2)	11.87			11.53			11.66			13.35			13.51			11.69			12.38
Core return on average tangible common equity (2)	22.01			21.59			19.30			19.84			20.47			21.05			18.94
Stockholders’ equity to assets	14.83			14.74			14.49			13.69			13.46			14.83			13.46
Tangible common equity to tangible assets (2)	9.04			9.06			8.82			9.94			9.61			9.04			9.61

(1) The core net income and diluted EPS measures are non-GAAP financial measures that provide information that management believes is useful to investors in understanding our operating performance and trends and also aids investors in the comparison of our financial performance to the financial performance of peer banks. See section “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

(2) The ratios of tangible book value per common share, return on average tangible common equity, core return on average assets, core return on average common equity, core return on average tangible common equity, and tangible common equity to tangible assets are non-GAAP financial measures that exclude goodwill and other intangibles, net. These financial ratios have been included as management considers them to be useful metrics with which to analyze and evaluate financial condition and capital strength. See “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

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

Non-GAAP Financial Measures

We identify “core net income,” “core diluted earnings per common share,” “core return on average assets,” “core return on average common equity,” “return on average tangible common equity,” “core return on average tangible common equity,” “tangible book value per common share,” and “tangible common equity to tangible assets” as “non-GAAP financial measures.” In accordance with the SEC’s rules, we identify certain financial measures as non-GAAP financial measures if such financial measures exclude or include amounts in the most directly comparable measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in effect in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures, ratios or statistical measures calculated using exclusively financial measures calculated in accordance with GAAP.

Management believes that the presentation of these non-GAAP financial measures (a) are important metrics used to analyze and evaluate our financial condition and capital strength and provide important supplemental information that contributes to a proper understanding of our operating performance and trends, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to compare our financial performance to the financial performance of our peers and to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and

bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented in Table 1A below.


Table 1A: Reconciliation of Non-GAAP Financial Measures
	At or for the Three Months Ended															At or for the Nine Months Ended
(In thousands, except per share data)	9/30/2026			6/30/2026			3/31/2026			12/31/2025			9/30/2025			9/30/2026			9/30/2025
Core Net Income Reconciliation (1)
Net income (GAAP)	$	63,728		$	56,901		$	15,196		$	40,324		$	41,735		$	135,825		$	110,362
Adjustments:
Provision expense (2)	—			—			4,700			—			—			4,700			—
Assets (gains) losses, net	586			(2,364)			867			(422)			(1,294)			(911)			(741)
Merger-related expense	4,588			7,403			40,686			1,956			—			52,677			—
Loss on early extinguishment of debt	—			5,377			—			—			—			5,377			—
Adjustments subtotal	5,174			10,416			46,253			1,534			(1,294)			61,843			(741)
Tax on Adjustments (3)	1,112			2,239			9,944			299			(252)			13,296			(144)

Core net income (Non-GAAP)	$	67,790		$	65,078		$	51,505		$	41,559		$	40,693		$	184,372		$	109,765
Diluted EPS (GAAP)	$	2.96		$	2.62		$	0.81		$	2.65		$	2.73		$	6.57		$	7.14
Core diluted EPS (Non-GAAP)	$	3.15		$	2.99		$	2.75		$	2.73		$	2.66		$	8.91		$	7.10
Selected Ratios: (4)
Return on average assets	1.66		%	1.47		%	0.50		%	1.75		%	1.84		%	1.26		%	1.66		%
Return on average common equity	11.16			10.09			3.44			12.96			13.86			8.61			12.44
Return on average tangible common equity (5)	20.78			19.07			6.49			19.27			20.98			15.86			19.04
Core return on average assets (4)	1.76			1.69			1.68			1.80			1.80			1.71			1.65
Core return on average common equity (4)	11.87			11.53			11.66			13.35			13.51			11.69			12.38
Core return on average tangible common equity (5)	22.01			21.59			19.30			19.84			20.47			21.05			18.94
Tangible Assets: (5)
Total assets	$	15,064,808		$	15,414,619		$	15,574,490		$	9,185,107		$	9,029,430
Goodwill and other intangibles, net	959,659			961,687			967,843			382,400			383,693
Tangible assets	$	14,105,149		$	14,452,932		$	14,606,647		$	8,802,707		$	8,645,737
Tangible Common Equity: (5)
Stockholders’ equity (common)	$	2,234,240		$	2,271,474		$	2,256,877		$	1,257,662		$	1,214,960
Goodwill and other intangibles, net	959,659			961,687			967,843			382,400			383,693
Tangible common equity	$	1,274,581		$	1,309,787		$	1,289,034		$	875,262		$	831,267
Average Tangible Common Equity: (5)
Stockholders’ equity (common)	$	2,264,857		$	2,262,902		$	1,792,181		$	1,234,619		$	1,194,974		$	2,108,378		$	1,185,778
Goodwill and other intangibles, net	958,785			964,140			642,403			382,956			384,296			856,268			385,753
Average tangible common equity	$	1,306,072		$	1,298,762		$	1,149,778		$	851,663		$	810,678		$	1,252,110		$	800,025

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 acquisition.

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

Performance Summary

Net income was $136 million (or earnings per diluted common share of $6.57) for the nine months ended September 30, 2026, compared to net income of $110 million (or earnings per diluted common share of $7.14) for the nine months ended September 30, 2025. The majority of the year-over-year fluctuations noted below are attributable to the MidWestOne acquisition.

•Net interest income was $393 million for the first nine months of 2026, up $168 million (74%) over the first nine months of 2025, mostly due to the MidWestOne acquisition. Interest income grew $209 million, while interest expense increased $41 million between the comparable nine-month periods. Net interest margin was 4.11% for the nine

months ended September 30, 2026, compared to 3.72% for the nine months ended September 30, 2025. For additional information regarding net interest income, see “Income Statement Analysis — Net Interest Income.”

•Noninterest income was $94 million for the nine months ended September 30, 2026, $31 million (50%) higher than the comparable period of 2025, with growth in most core noninterest income categories primarily due to the acquisition of MidWestOne. For additional information regarding noninterest income, see “Income Statement Analysis — Noninterest Income.”

•Noninterest expense was $305 million for the nine months ended September 30, 2026, an increase of $157 million (106%) over the comparable period of 2025. Personnel costs increased $51 million (60%), while non-personnel expenses combined increased $106 million (169%), primarily due to the acquisition of MidWestOne. For additional information regarding noninterest expense, see “Income Statement Analysis — Noninterest Expense.”

•Nonperforming assets were $78 million, and represented 0.52% of total assets at September 30, 2026, compared to $32 million or 0.35% of total assets at December 31, 2025. For additional information regarding nonperforming assets, see “Balance Sheet Analysis – Nonperforming Assets.”

•At September 30, 2026, assets were $15.1 billion, an increase of $5.9 billion (64%) from December 31, 2025, primarily due to the MidWestOne acquisition. For additional balance sheet discussion see “Balance Sheet Analysis.”

•At September 30, 2026, loans were $10.9 billion, an increase of $4.0 billion from December 31, 2025, primarily due to the MidWestOne acquisition. For additional information regarding loans, see “Balance Sheet Analysis — Loans.”

•Total deposits of $12.6 billion at September 30, 2026, increased $4.9 billion from December 31, 2025, primarily due to the MidWestOne acquisition. For additional information regarding deposits, see “Balance Sheet Analysis – Deposits.”

INCOME STATEMENT ANALYSIS

Net Interest Income

Tax-equivalent net interest income is a non-GAAP measure, but is a preferred industry measurement of net interest income (and its use in calculating a net interest margin) as it enhances the comparability of net interest income arising from taxable and tax-exempt sources. The tax-equivalent adjustments bring tax-exempt interest to a level that would yield the same after-tax income by applying the effective Federal corporate tax rates to the underlying assets. Tables 2 and 3 present information to facilitate the review and discussion of selected average balance sheet items, tax-equivalent net interest income, interest rate spread and net interest margin.

Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis


	For the Nine Months Ended September 30,
	2026						2025
(in thousands)	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Interest-earning assets


Total loans, including loan fees (1)(2)	$	10,490,156	$	491,421	6.26	%	$	6,796,031	$	314,949	6.19	%
Investment securities:
Taxable	1,671,945		50,855		4.06	%	746,343		17,788		3.18	%
Tax-exempt (2)	199,454		5,849		3.91	%	150,496		4,053		3.59	%
Total investment securities	1,871,399		56,704		4.04	%	896,839		21,841		3.25	%
Other interest-earning assets	555,443		15,477		3.72	%	449,541		15,288		4.55	%
Total non-loan earning assets	2,426,842		72,181		3.97	%	1,346,380		37,129		3.68	%
Total interest-earning assets	12,916,998		$	563,602	5.83	%	8,142,411		$	352,078	5.78	%
Other assets, net	1,479,190						772,553
Total assets	$	14,396,188					$	8,914,964
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	1,648,424	$	16,410	1.33	%	$	800,088	$	7,621	1.27	%
Interest-bearing demand *	2,075,222		17,745		1.14	%	1,127,670		17,547		2.08	%
Money market accounts (“MMA”) *	2,956,302		48,098		2.18	%	1,981,318		35,688		2.41	%
Core time deposits *	2,295,524		63,828		3.72	%	1,301,361		38,885		3.99	%
Total interest-bearing core deposits *	8,975,472		146,081		2.18	%	5,210,437		99,741		2.56	%
Brokered deposits *	485,647		14,707		4.05	%	584,801		19,508		4.46	%
Total interest-bearing deposits	9,461,119		160,788		2.27	%	5,795,238		119,249		2.75	%
Wholesale funding	136,848		5,421		5.30	%	150,294		5,884		5.23	%
Total interest-bearing liabilities	9,597,967		$	166,209	2.32	%	5,945,532		$	125,133	2.81	%
Noninterest-bearing demand deposits	2,563,931						1,716,706
Other liabilities	125,912						66,948
Stockholders’ equity	2,108,378						1,185,778
Total liabilities and stockholders’ equity	$	14,396,188					$	8,914,964
Interest rate spread					3.51	%					2.97	%
Net free funds					0.60	%					0.75	%
Tax-equivalent net interest income and net interest margin			$	397,393	4.11	%			$	226,945	3.72	%
Tax-equivalent adjustment			$	4,133					$	1,366
Net interest income			$	393,260					$	225,579
Additional loan interest details:
Loan purchase accounting accretion (3)			$	20,762	0.21	%			$	4,324	0.07	%
Loan nonaccrual interest (3)			$	819	0.01	%			$	(677)	(0.01)	%

* 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 resulting from the reclassification.

(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 nonaccrual interest included in Total loans interest above, and the related impact to net interest margin.

Table 2: Average Balance Sheet and Net Interest Income Analysis - Tax-Equivalent Basis (Continued)


	For the Three Months Ended September 30,
	2026						2025
(in thousands)	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
ASSETS
Interest-earning assets


Total loans, including loan fees (1)(2)	$	10,996,471	$	175,106	6.32	%	$	6,843,189	$	108,042	6.27	%
Investment securities:
Taxable	1,874,539		19,595		4.18	%	759,101		6,201		3.27	%
Tax-exempt (2)	206,639		1,993		3.86	%	144,738		1,318		3.64	%
Total investment securities	2,081,178		21,588		4.15	%	903,839		7,519		3.33	%
Other interest-earning assets	554,082		5,160		3.70	%	459,623		5,204		4.50	%
Total non-loan earning assets	2,635,260		26,748		4.05	%	1,363,462		12,723		3.72	%
Total interest-earning assets	13,631,731		$	201,854	5.88	%	8,206,651		$	120,765	5.85	%
Other assets, net	1,617,071						777,693
Total assets	$	15,248,802					$	8,984,344
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities
Savings	$	1,757,547	$	5,786	1.31	%	$	818,747	$	2,607	1.26	%
Interest-bearing demand *	2,105,271		5,926		1.12	%	1,103,178		5,808		2.09	%
MMA *	3,173,826		17,832		2.23	%	1,996,753		12,072		2.40	%
Core time deposits *	2,462,534		22,870		3.68	%	1,364,036		13,411		3.90	%
Total interest-bearing core deposits *	9,499,178		52,414		2.19	%	5,282,714		33,898		2.55	%
Brokered deposits *	420,161		4,397		4.15	%	494,663		5,414		4.34	%
Total interest-bearing deposits	9,919,339		56,811		2.27	%	5,777,377		39,312		2.70	%
Wholesale funding	92,750		1,312		5.61	%	134,473		1,757		5.18	%
Total interest-bearing liabilities	10,012,089		$	58,123	2.30	%	5,911,850		$	41,069	2.76	%
Noninterest-bearing demand deposits	2,821,315						1,806,609
Other liabilities	150,541						70,911
Stockholders’ equity	2,264,857						1,194,974
Total liabilities and stockholders’ equity	$	15,248,802					$	8,984,344
Interest rate spread					3.58	%					3.09	%
Net free funds					0.61	%					0.77	%
Tax-equivalent net interest income and net interest margin			$	143,731	4.19	%			$	79,696	3.86	%
Tax-equivalent adjustment			$	1,501					$	432
Net interest income			$	142,230					$	79,264
Additional loan interest details:
Loan purchase accounting accretion (3)			$	7,876	0.23	%			$	1,375	0.07	%
Loan nonaccrual interest (3)			$	(58)	—	%			$	(346)	(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.

Table 3: Volume/Rate Variance - Tax-Equivalent Basis


	For the Three Months Ended September 30, 2026 Compared to September 30, 2025:						For the Nine Months Ended September 30, 2026 Compared to September 30, 2025:
	Increase (Decrease) Due to Changes in						Increase (Decrease) Due to Changes in
(in thousands)	Volume		Rate		Net (1)		Volume		Rate		Net (1)
Interest-earning assets


Total loans (2)	$	66,130	$	934	$	67,064	$	171,175	$	5,297	$	176,472
Investment securities:
Taxable	11,947		1,447		13,394		27,998		5,069		33,067
Tax-exempt (2)	596		79		675		1,435		361		1,796
Total investment securities	12,543		1,526		14,069		29,433		5,430		34,863
Other interest-earning assets	922		(966)		(44)		2,979		(2,790)		189
Total non-loan earning assets	13,465		560		14,025		32,412		2,640		35,052
Total interest-earning assets	$	79,595	$	1,494	$	81,089	$	203,587	$	7,937	$	211,524
Interest-bearing liabilities
Savings	$	3,091	$	88	$	3,179	$	8,445	$	344	$	8,789
Interest-bearing demand	2,820		(2,702)		118		8,102		(7,904)		198
MMA	6,614		(854)		5,760		15,863		(3,453)		12,410
Core time deposits	10,202		(743)		9,459		27,643		(2,700)		24,943
Total interest-bearing core deposits	22,727		(4,211)		18,516		60,053		(13,713)		46,340
Brokered deposits	(781)		(236)		(1,017)		(3,003)		(1,798)		(4,801)
Total interest-bearing deposits	21,946		(4,447)		17,499		57,050		(15,511)		41,539
Wholesale funding	(590)		145		(445)		(532)		69		(463)
Total interest-bearing liabilities	21,356		(4,302)		17,054		56,518		(15,442)		41,076
Net interest income	$	58,239	$	5,796	$	64,035	$	147,069	$	23,379	$	170,448

(1)The change in interest due to both rate and volume has been allocated in proportion to the relationship of dollar amount of change in each.

(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.

At the beginning of 2025, the Federal Funds range was 4.25% to 4.50%. During the second half of 2025, the Federal Reserve decreased short-term interest rates a total of 75 bps, resulting in a Federal Funds range of 3.50% to 3.75% at December 31, 2025. In comparison, the Federal Reserve increased short-term interest rates a total of 25 bps during third quarter 2026, resulting in a Federal Funds range of 3.75% to 4.00% at September 30, 2026.

Tax-equivalent net interest income was $397 million for the nine months ended September 30, 2026, an increase of $170 million (75%) over the nine months ended September 30, 2025. The $170 million increase in tax-equivalent net interest income was primarily attributable to increased volumes from the MidWestOne acquisition, as well as favorable changes in yield and rate. Favorable volume and rate changes added $147 million and $23 million, respectively, to net interest income.

Average interest-earning assets increased $4.8 billion (59%) to $12.9 billion over the comparable 2025 period, primarily due to the MidWestOne acquisition. Between the comparable nine-month periods, average loans increased $3.7 billion (54%), mostly due to the MidWestOne acquisition. Average investment securities increased $975 million between the comparable nine-month periods, while other interest-earning assets increased $106 million (mostly cash), both primarily due to the MidWestOne acquisition. The mix of average interest-earning assets was 81% loans, 15% investment securities, and 4% other interest-earning assets (mostly cash) for the first nine months of 2026, compared to 83%, 11%, and 6%, respectively, for the first nine months of 2025.

Average interest-bearing liabilities were $9.6 billion for the first nine months of 2026, an increase of $3.7 billion (61%) over the first nine months of 2025, primarily due to the MidWestOne acquisition. Average interest-bearing core deposits increased $3.8 billion, while average brokered deposits decreased $99 million between the comparable nine-month periods. The mix of average interest-bearing liabilities was comprised of 94% core deposits, 5% brokered deposits and 1% wholesale funding for the first nine months of 2026, compared to 88%, 10%, and 2% respectively, for the first nine months of 2025.

The interest rate spread increased 54 bps between the comparable nine-month periods. The loan yield improved 7 bps to 6.26% between the comparable nine-month periods, and included the impact of loan purchase accounting accretion as well as the repricing of new and renewed loans. The yield on investment securities increased 79 bps to 4.04%, also impacted by purchase accounting accretion as well as the discount accretion on the early call of a municipal bond, while the yield on other interest-earning assets (mostly cash) decreased 83 bps to 3.72%, consistent with Federal Reserve interest rate movements. The cost of

interest-bearing liabilities decreased 49 bps to 2.32% for the first nine months of 2026, mostly due to lower deposit costs. As a result, the tax-equivalent net interest margin was 4.11% for the first nine months of 2026, a 39 bps increase over 3.72% for the first nine months of 2025.

Provision for Credit Losses

The provision for credit losses was $9.5 million for the nine months ended September 30, 2026, compared to $3.5 million for the nine months ended September 30, 2025. The increase was primarily driven by provision expense of $4.7 million for the ACL on unfunded commitments related to the MidWestOne acquisition.

The provision for credit losses is predominantly a function of Nicolet’s methodology and judgment as to qualitative and quantitative factors used to determine the appropriateness of the ACL. The appropriateness of the ACL-Loans is affected by changes in the size and character of the loan portfolio, changes in levels of collateral dependent and other nonperforming loans, historical losses and delinquencies in each portfolio segment, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing and future economic conditions, the fair value of underlying collateral, and other factors which could affect expected credit losses. The ACL for securities is affected by the risk of the underlying issuer, while the ACL for unfunded commitments is affected by many of the same factors as the ACL-Loans, as well as funding assumptions relative to lines of credit. See also Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures. For additional information regarding asset quality and the ACL-Loans, see “BALANCE SHEET ANALYSIS — Loans,” “— Allowance for Credit Losses - Loans,” and “— Nonperforming Assets.”

Noninterest Income

Table 4: Noninterest Income


	Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Trust services fee income	$	6,909	$	2,918	$	3,991	137	%	$	17,546	$	8,048	$	9,498	118	%
Brokerage fee income	5,648		4,711		937		20		17,404		13,367		4,037		30
Wealth management fee income	12,557		7,629		4,928		65		34,950		21,415		13,535		63
Mortgage income, net	3,624		3,568		56		2		10,787		8,401		2,386		28
Service charges on deposit accounts	3,908		2,000		1,908		95		11,196		5,987		5,209		87
Card interchange income	6,815		3,752		3,063		82		17,375		10,788		6,587		61
BOLI income	2,401		1,654		747		45		6,588		4,503		2,085		46
Deferred compensation plan asset market valuations	(424)		972		(1,396)		(144)		1,246		2,454		(1,208)		(49)
LSR income, net	649		668		(19)		(3)		2,138		2,675		(537)		(20)
Other noninterest income	3,256		2,082		1,174		56		8,582		5,511		3,071		56
Noninterest income without net gains (losses)	32,786		22,325		10,461		47		92,862		61,734		31,128		50
Asset gains (losses), net	(586)		1,294		(1,880)		N/M		911		741		170		N/M
Total noninterest income	$	32,200	$	23,619	$	8,581	36	%	$	93,773	$	62,475	$	31,298	50	%

N/M means not meaningful.

Noninterest income was $94 million for the nine months ended September 30, 2026, $31 million (50%) higher than the comparable period of 2025, with growth in most core noninterest income categories primarily due to the acquisition of MidWestOne. Noninterest income excluding net asset gains (losses) for the first nine months of 2026 was $93 million, a $31 million (50%) increase over the first nine months of 2025.

Wealth management fee income was $35 million, up $14 million (63%) from the first nine months of 2025, with growth in accounts and assets under management primarily due to the MidWestOne acquisition.

Mortgage income includes net gains received from the sale of residential real estate loans into the secondary market, capitalized mortgage servicing rights (“MSR”), servicing fees net of MSR amortization, fair value marks on the mortgage interest rate lock commitments and forward commitments (“mortgage derivatives”), and MSR valuation changes, if any. Net mortgage income of $11 million increased $2 million (28%) between the comparable nine-month periods, mostly due to higher secondary market volumes and the related gains on sales. See also Note 7, “Goodwill and Other Intangibles and Servicing Rights” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1, for additional disclosures on the MSR asset.

Service charges on deposit accounts were $11 million, up $5 million (87%) from the first nine months of 2025, on growth in both accounts and account analysis fees, mostly driven by the MidWestOne acquisition.

Card interchange income of $17 million increased $7 million (61%) and BOLI income of $7 million increased $2 million (46%) from the first nine months of 2025, both primarily due to the acquisition of MidWestOne.

Other income of $9 million for the nine months ended September 30, 2026 increased $3 million (56%) from the comparable 2025 period, primarily due to the acquisition of MidWestOne.

Net asset gains of $0.9 million for the first nine months of 2026 were primarily due to favorable fair value marks on an equity security partly offset by write-downs on other investments, while net asset gains of $0.7 million for the first nine months of 2025 were mostly due to favorable fair value marks on equity securities.

Noninterest Expense

Table 5: Noninterest Expense


	Three Months Ended September 30,								Nine Months Ended September 30,
($ in thousands)	2026		2025		Change		% Change		2026		2025		Change		% Change
Personnel	$	47,099	$	29,437	$	17,662	60	%	$	135,870	$	85,072	$	50,798	60	%
Occupancy, equipment and office	16,236		9,028		7,208		80		45,009		27,462		17,547		64
Business development and marketing	3,391		2,223		1,168		53		8,912		5,916		2,996		51
Data processing	7,116		4,671		2,445		52		21,059		13,878		7,181		52
Intangibles amortization	5,959		1,414		4,545		321		16,211		4,447		11,764		265
FDIC assessments	1,722		1,005		717		71		4,798		2,974		1,824		61
Merger-related expense	4,588		—		4,588		—		52,677		—		52,677		—
Other noninterest expense	5,187		2,310		2,877		125		20,321		8,045		12,276		153
Total noninterest expense	$	91,298	$	50,088	$	41,210	82	%	$	304,857	$	147,794	$	157,063	106	%
Non-personnel expenses	$	44,199	$	20,651	$	23,548	114	%	$	168,987	$	62,722	$	106,265	169	%
Average full-time equivalent (“FTE”) employees	1,621		972		649		67	%	1,482		957		525		55	%

Noninterest expense was $305 million for the nine months ended September 30, 2026, an increase of $157 million (106%) over the comparable period of 2025. Personnel costs increased $51 million (60%), while non-personnel expenses combined increased $106 million (169%), primarily due to the acquisition of MidWestOne.

Personnel expense was $136 million for the nine months ended September 30, 2026, an increase of $51 million (60%) from the comparable period in 2025, reflecting a larger employee base due to the acquisition of MidWestOne, as well as merit increases between the years.

Occupancy, equipment and office expense was $45 million for the nine months ended September 30, 2026, up $18 million (64%) from the comparable period in 2025, mostly due to an expanded footprint resulting from the acquisition of MidWestOne.

Data processing expense was $21 million, up $7 million (52%) between the comparable nine-month periods, mostly due to the MidWestOne acquisition.

Intangibles amortization increased $12 million between the comparable nine-month periods due to increased amortization on newly established intangibles from the MidWestOne acquisition.

Merger-related expense of $53 million for the nine months ended September 30, 2026, primarily included compensation for severance and contract termination charges, as well as legal and professional expenses.

Other expense was $20 million, up $12 million (153%) between the comparable nine-month periods, including a $5 million loss on the early redemption of junior subordinated debentures, as well as higher legal and professional expense and higher deposit earnings credit expense.

Income Taxes

Income tax expense was $37 million (effective tax rate of 21.3%) for the first nine months of 2026, compared to income tax expense of $26 million (effective tax rate of 19.3%) for the comparable period of 2025.

Income Statement Analysis – Three Months Ended September 30, 2026 versus Three Months Ended September 30, 2025

Net income was $64 million for the three months ended September 30, 2026, compared to net income of $42 million for the three months ended September 30, 2025. Earnings per diluted common share was $2.96 for third quarter 2026, compared to $2.73 for third quarter 2025.

Tax-equivalent net interest income was $144 million for third quarter 2026, an increase of $64 million from third quarter 2025. Interest income increased $81 million over third quarter 2025, while interest expense increased $17 million from third quarter 2025, primarily due to the MidWestOne acquisition. Average interest-earning assets increased $5.4 billion between the comparable third quarter periods, while average interest-bearing liabilities increased $4.1 billion, also primarily due to the acquisition of MidWestOne. For additional information regarding average balances, net interest income and net interest margin, see “INCOME STATEMENT ANALYSIS — Net Interest Income.”

The net interest margin for third quarter 2026 was 4.19%, up 33 bps compared to 3.86% for third quarter 2025, with a portion of the increase attributable to loan purchase accounting accretion (which added 23 bps and 7 bps to the comparable third quarter periods of 2026 and 2025, respectively). The yield on interest-earning assets of 5.88% increased 3 bps from third quarter 2025, while the cost of funds of 2.30% decreased 46 bps between the comparable quarters.

Provision for credit losses was $2.0 million for third quarter 2026, compared to $1.0 million provision for credit losses for third quarter 2025. For additional information regarding the allowance for credit losses-loans and asset quality, see “BALANCE SHEET ANALYSIS — Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS — Nonperforming Assets.”

Noninterest income was $32 million for third quarter 2026, an increase of $9 million (36%) from third quarter 2025. Excluding net asset gains (losses), noninterest income was up $10 million (47%), including a $5 million increase in wealth management fee income, a $3 million increase in card interchange income, and a $2 million increase in service charges on deposit accounts, all mostly due to the MidWestOne acquisition. For additional information regarding noninterest income, see “INCOME STATEMENT ANALYSIS — Noninterest Income.”

Noninterest expense was $91 million for third quarter 2026, an increase of $41 million (82%) from third quarter 2025. Personnel expense increased $18 million, reflecting the larger employee base post-acquisition. Non-personnel expenses increased $24 million, including merger-related expenses of $5 million, as well as higher overall expense for the larger operating base post-acquisition. For additional information regarding noninterest expense, see “INCOME STATEMENT ANALYSIS — Noninterest Expense.”

Income tax expense was $17.5 million (effective tax rate of 21.5%) for third quarter 2026, compared to $10.1 million (effective tax rate of 19.5%) for third quarter 2025.

BALANCE SHEET ANALYSIS

At September 30, 2026, period end assets were $15.1 billion, an increase of $5.9 billion (64%) from December 31, 2025, primarily due to the MidWestOne acquisition. Total loans increased $4.0 billion (59%) from December 31, 2025, across various loan categories primarily due to the MidWestOne acquisition. Total deposits were $12.6 billion at September 30, 2026, an increase of $4.9 billion (63%) from December 31, 2025, including a $4.9 billion increase in customer (core) deposits and a $72 million decrease in brokered deposits, primarily due to the MidWestOne acquisition. Long-term borrowings decreased $42 million from December 31, 2025 due to the early redemption of junior subordinated debentures. Total stockholders’ equity was $2.2 billion at September 30, 2026, an increase of $1.0 billion over December 31, 2025, primarily due to the issuance of common stock in the MidWestOne acquisition and current earnings, partly offset by common stock repurchases, unfavorable market valuations on the investment portfolio from recent interest rate increases, and the quarterly common stock dividend.

Loans

Nicolet services a diverse customer base primarily throughout Wisconsin, Michigan, Iowa, and Minnesota. We concentrate on originating loans in our local markets and assisting current loan customers. Nicolet actively utilizes government loan programs such as those provided by the U.S. Small Business Administration (“SBA”) and the U.S. Department of Agriculture’s Farm Service Agency (“FSA”).

An active credit risk management process is used to ensure that sound and consistent credit decisions are made. The credit management process is regularly reviewed and has been modified over the past several years to further strengthen the controls. Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early problem loan identification and remedial action to minimize losses, an appropriate ACL-Loans, and sound nonaccrual and charge-off policies.

For additional disclosures on loans, see also Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1. For information regarding the allowance for credit losses and nonperforming assets see “BALANCE SHEET ANALYSIS – Allowance for Credit Losses - Loans” and “BALANCE SHEET ANALYSIS – Nonperforming Assets.” A detailed discussion of the loan portfolio accounting policies, general loan portfolio characteristics, and credit risk are described in Note 1, “Nature of Business and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of the Company’s 2025 Annual Report on Form 10-K.

Table 6: Period End Loan Composition


	September 30, 2026				December 31, 2025				September 30, 2025
(in thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total
Commercial & industrial	$	2,335,023	21	%	$	1,367,522	20	%	$	1,415,841	20	%
Owner-occupied CRE	1,596,195		15		939,587		14		947,390		14
Agricultural	1,830,526		17		1,415,425		21		1,378,070		20
Commercial	5,761,744		53		3,722,534		55		3,741,301		54
CRE investment	2,245,677		21		1,188,351		17		1,213,301		17
Construction & land development	592,437		5		326,638		5		324,209		5
Commercial real estate	2,838,114		26		1,514,989		22		1,537,510		22
Commercial-based loans	8,599,858		79		5,237,523		77		5,278,811		76
Residential construction	137,045		1		95,268		1		92,325		1
Residential first mortgage	1,585,467		15		1,193,683		17		1,199,512		18
Residential junior mortgage	481,993		4		268,188		4		260,167		4
Residential real estate	2,204,505		20		1,557,139		22		1,552,004		23
Retail & other	78,086		1		41,683		1		43,896		1
Retail-based loans	2,282,591		21		1,598,822		23		1,595,900		24
Total loans	$	10,882,449	100	%	$	6,836,345	100	%	$	6,874,711	100	%

As noted in Table 6 above, the loan portfolio at September 30, 2026, was 79% commercial-based and 21% retail-based. Commercial-based loans are considered to have more inherent risk of default than retail-based loans, in part because of the broader list of factors that could impact a commercial borrower negatively. In addition, the commercial balance per borrower is typically larger than that for retail-based loans, implying higher potential losses on an individual customer basis. Credit risk on commercial-based loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Total loans of $10.9 billion at September 30, 2026, increased $4.0 billion (59%) from December 31, 2025, across various loan categories, primarily due to the MidWestOne acquisition. At September 30, 2026, commercial and industrial loans and CRE investment loans represented the largest segments of Nicolet’s loan portfolio, with each at 21% of the total portfolio. The next largest segment was agricultural, representing 17% of the total loan portfolio. The loan portfolio is widely diversified and included the following industries: manufacturing, wholesaling, paper, packaging, food production and processing, agriculture, forest products, hospitality, retail, service, and businesses supporting the general building industry. The following chart provides the distribution of our loan portfolio at September 30, 2026.

Total Loan Portfolio by Industry Type (based on NAICS codes)

The following tables present the maturity distribution of the loan portfolio.

Table 7: Loan Maturity Distribution


As of September 30, 2026	Loan Maturity
(in thousands)	One Year or Less			After One Year to Five Years			After Five Years to Fifteen Years			After Fifteen Years			Total
Commercial & industrial	$	880,209		$	1,102,339		$	277,678		$	74,797		$	2,335,023
Owner-occupied CRE	326,404			986,431			239,511			43,849			1,596,195
Agricultural	835,843			588,472			388,122			18,089			1,830,526
CRE investment	531,945			1,271,930			334,241			107,561			2,245,677
Construction & land development	252,660			255,798			63,910			20,069			592,437
Residential construction *	119,334			8,390			1,254			8,067			137,045
Residential first mortgage	121,657			290,113			185,132			988,565			1,585,467
Residential junior mortgage	33,380			50,811			170,417			227,385			481,993
Retail & other	27,885			34,437			12,198			3,566			78,086
Total loans	$	3,129,317		$	4,588,721		$	1,672,463		$	1,491,948		$	10,882,449
Percent by maturity distribution	29		%	42		%	15		%	14		%	100		%
Total fixed rate loans	$	1,495,065		$	3,102,567		$	819,083		$	434,594		$	5,851,309
Total floating rate loans	$	1,634,252		$	1,486,154		$	853,380		$	1,057,354		$	5,031,140


As of December 31, 2025	Loan Maturity
(in thousands)	One Year or Less			After One Year to Five Years			After Five Years to Fifteen Years			After Fifteen Years			Total
Commercial & industrial	$	665,978		$	582,958		$	112,109		$	6,477		$	1,367,522
Owner-occupied CRE	297,041			517,733			97,761			27,052			939,587
Agricultural	699,500			395,061			297,985			22,879			1,415,425
CRE investment	324,347			676,644			164,692			22,668			1,188,351
Construction & land development	128,346			146,466			39,566			12,260			326,638
Residential construction *	78,563			4,120			686			11,899			95,268
Residential first mortgage	92,375			211,086			146,200			744,022			1,193,683
Residential junior mortgage	29,626			9,133			29,235			200,194			268,188
Retail & other	21,754			9,408			6,143			4,378			41,683
Total loans	$	2,337,530		$	2,552,609		$	894,377		$	1,051,829		$	6,836,345
Percent by maturity distribution	34		%	37		%	13		%	16		%	100		%










Total fixed rate loans	$	1,235,637		$	1,946,069		$	549,556		$	327,688		$	4,058,950










Total floating rate loans	$	1,101,893		$	606,540		$	344,821		$	724,141		$	2,777,395

* The residential construction loans with a loan maturity after five years represent a construction to permanent loan product.

Allowance for Credit Losses - Loans

For the updated allowance for credit losses accounting policy, see Note 1, “Basis of Presentation” and for additional disclosures on the allowance for credit losses, see Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1. A detailed discussion of the loan portfolio accounting policies, general loan portfolio characteristics, and credit risk are described in Note 1, “Nature of Business and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements, included in Part II, Item 8 of the Company’s 2025 Annual Report on Form 10-K.

Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and minimization of loan losses. Loans charged off are subject to continuous review, and specific efforts are taken to achieve maximum recovery of principal, interest, and related expenses. For additional information regarding nonperforming assets see also “BALANCE SHEET ANALYSIS – Nonperforming Assets.”

Management performs ongoing intensive analysis of the loan portfolio to allow for early identification of customers experiencing financial difficulties, maintains prudent underwriting standards, understands the economy of its markets, and considers the trend of deterioration in loan quality in establishing the level of the ACL-Loans. In addition, various regulatory agencies periodically review the ACL-Loans, and may require the Company to make additions to the ACL-Loans or may require that certain loan balances be charged off or downgraded into classified loan categories when their credit evaluations differ from those of management based on their judgments of collectability from information available to them at the time of their examination.

At September 30, 2026, the ACL-Loans was $135 million and represented 1.24% of period end loans, compared to $69 million (or 1.01% of period end loans) at December 31, 2025 and $69 million (or 1.00% of period end loans) at September 30, 2025. The increase in the ACL-Loans was primarily due to the acquisition of MidWestOne. The components of the ACL-Loans are detailed further in Table 8 below.

Table 8: Allowance for Credit Losses - Loans


	Nine Months Ended						Year Ended
(in thousands)	September 30, 2026			September 30, 2025			December 31, 2025
ACL-Loans:
Balance at beginning of period	$	68,806		$	66,322		$	66,322
ACL on PCD and PSL loans acquired	64,112			—			—
Provision for credit losses	4,100			3,750			4,300
Charge-offs	(2,470)			(1,575)			(2,263)
Recoveries	232			288			447
Net (charge-offs) recoveries	(2,238)			(1,287)			(1,816)
Balance at end of period	$	134,780		$	68,785		$	68,806
Net loan (charge-offs) recoveries:
Commercial & industrial	$	(1,252)		$	(822)		$	(1,396)
Owner-occupied CRE	7			(137)			6
Agricultural	(11)			(65)			(65)
CRE investment	—			—			—
Construction & land development	—			—			—
Residential construction	—			—			—
Residential first mortgage	(88)			(97)			(97)
Residential junior mortgage	(35)			—			2
Retail & other	(859)			(166)			(266)
Total net (charge-offs) recoveries	$	(2,238)		$	(1,287)		$	(1,816)
Ratios:
ACL-Loans to total loans	1.24		%	1.00		%	1.01		%
Net charge-offs to average loans, annualized	0.03		%	0.03		%	0.03		%

Nonperforming Assets

As part of its overall credit risk management process, management is committed to an aggressive problem loan identification philosophy. This philosophy has been implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to identify problem loans early and minimize the risk of loss. For additional disclosures on credit quality, see Note 6, “Loans, Allowance for Credit Losses - Loans, and Credit Quality” of the Notes to Unaudited Consolidated Financial Statements under Part I, Item 1. For additional information on loans see “BALANCE SHEET ANALYSIS – Loans” and for additional information on the ACL-Loans see “BALANCE SHEET ANALYSIS – Allowance for Credit Losses-Loans.”

Nonperforming loans are considered one indicator of potential future loan losses. Nonperforming loans are defined as nonaccrual loans and loans 90 days or more past due but still accruing interest. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately. Nonperforming assets include nonperforming loans and other real estate owned (“OREO”). At September 30, 2026, nonperforming assets were $78 million and represented 0.52% of total assets, compared to 0.35% of total assets at December 31, 2025, and 0.31% of total assets at September 30, 2025, with the increase primarily due to the acquisition of MidWestOne.

The level of potential problem loans is another consideration in evaluating the relative level of risk in the loan portfolio and the appropriate level of the ACL-Loans. Potential problem loans are generally defined by management to include loans rated as Substandard by management but that are in performing status; however, there are circumstances present which might adversely affect the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that Nicolet expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial-based loans covering a diverse range of businesses and real estate property types. Potential problem loans were $184 million (2% of loans) and $71 million (1% of loans) at September 30, 2026 and December 31, 2025, respectively, with the increase primarily due to the acquisition of MidWestOne. Potential problem loans require heightened management review given the pace at which a credit may deteriorate, the potential duration of asset quality stress, and uncertainty around the magnitude and scope of economic stress that may be felt by Nicolet’s customers and on the underlying real estate or collateral values.

Table 9: Nonperforming Assets


(in thousands)	September 30, 2026			December 31, 2025			September 30, 2025
Nonperforming loans:
Commercial & industrial	$	17,158		$	10,314		$	7,237
Owner-occupied CRE	27,683			6,938			6,322
Agricultural	10,240			10,476			11,259
CRE investment	5,663			497			508
Construction & land development	100			—			—
Residential construction	—			—			—
Residential first mortgage	10,413			3,022			1,736
Residential junior mortgage	1,932			311			259
Retail & other	175			121			142
Total nonaccrual loans	73,364			31,679			27,463
Accruing loans past due 90 days or more	—			—			—
Total nonperforming loans	$	73,364		$	31,679		$	27,463
Nonaccrual loans (included above) covered by guarantees	$	16,243		$	10,483		$	9,229
OREO:
Commercial real estate owned	$	2,445		$	70		$	170
Residential real estate owned	547			—			—
Bank property real estate owned	1,386			597			597
Total OREO	4,378			667			767
Total nonperforming assets	$	77,742		$	32,346		$	28,230

Ratios:
Nonperforming loans to total loans	0.67		%	0.46		%	0.40		%
Nonperforming assets to total loans plus OREO	0.71		%	0.47		%	0.41		%
Nonperforming assets to total assets	0.52		%	0.35		%	0.31		%
ACL-Loans to nonperforming loans	184		%	217		%	250		%

Deposits

Deposits represent Nicolet’s largest source of funds, and provide a stable, lower-cost funding source. Deposit levels may be impacted by competition with other bank and nonbank institutions, as well as with a number of non-deposit investment alternatives available to depositors. Deposit challenges include competitive deposit product features, price changes on deposit products given movements in the interest rate environment and other competitive pricing pressures, and customer preferences regarding higher rate deposit products or non-deposit investment alternatives.

Total deposits of $12.6 billion at September 30, 2026, increased $4.9 billion (63%) from December 31, 2025, due to the MidWestOne acquisition. Core deposit balances of $12.3 billion at September 30, 2026, increased $4.9 billion from December 31, 2025, while brokered deposits decreased $72 million. The deposit composition is presented in Table 10 below.

Table 10: Period End Deposit Composition


	September 30, 2026				December 31, 2025				September 30, 2025
(in thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total
Noninterest-bearing demand	$	2,818,385	22	%	$	1,828,928	24	%	$	1,826,453	24	%
Interest-bearing demand	2,065,595		16	%	1,263,276		16	%	1,104,552		14	%
Money market	3,237,208		26	%	2,056,550		26	%	2,044,055		27	%
Savings	1,698,864		14	%	834,520		11	%	825,683		11	%
Time	2,776,583		22	%	1,747,497		23	%	1,810,722		24	%
Total deposits	$	12,596,635	100	%	$	7,730,771	100	%	$	7,611,465	100	%
Brokered transaction accounts	$	25,000	—	%	$	25,000	—	%	$	25,000	—	%
Brokered time deposits	310,036		3	%	382,116		5	%	422,516		6	%
Total brokered deposits *	$	335,036	3	%	$	407,116	5	%	$	447,516	6	%
Customer transaction accounts	$	9,795,052	78	%	$	5,958,274	77	%	$	5,775,743	76	%
Customer time deposits	2,466,547		19	%	1,365,381		18	%	1,388,206		18	%
Total customer deposits (core) *	$	12,261,599	97	%	$	7,323,655	95	%	$	7,163,949	94	%

Total estimated uninsured deposits were $3.7 billion (representing 29% of total deposits) at September 30, 2026, compared to $2.5 billion (representing 32% of total deposits) at December 31, 2025.

Liquidity Management

Liquidity management refers to the ability to ensure that adequate liquid funds are available to meet the current and future cash flow obligations arising in the daily operations of the Company. These cash flow obligations include the ability to meet the commitments to borrowers for extensions of credit, accommodate deposit cycles and trends, fund capital expenditures, pay dividends to stockholders (if any), and satisfy other operating expenses. The Company’s most liquid assets are cash and due from banks and interest-earning deposits, which totaled $511 million and $660 million at September 30, 2026 and December 31, 2025, respectively. Balances of these liquid assets are dependent on our operating, investing, and financing activities during any given period.

The $150 million decrease in cash and cash equivalents since year-end 2025 included $182 million net cash provided by operating activities (mostly earnings), $21 million net cash provided by investing activities (with net cash acquired from MidWestOne and proceeds from investment sales, calls and maturities used to fund loan growth and new investment purchases), and $353 million net cash used in financing activities (mostly deposit declines, repayments of borrowings, and common stock repurchases). As of September 30, 2026, management believed that adequate liquidity existed to meet all projected cash flow obligations.

Nicolet’s primary sources of funds include the core deposit base, repayment and maturity of loans, investment securities calls, maturities, and sales, and procurement of brokered deposits or other wholesale funding. At September 30, 2026, approximately 30% of the investment securities portfolio was pledged as collateral to secure public deposits and borrowings, as applicable, and for liquidity or other purposes as required by regulation. Liquidity sources available to the Company at September 30, 2026, are presented in Table 11 below.

Table 11: Liquidity Sources


(in millions)	September 30, 2026
Fed Funds Lines	$	275
Brokered Capacity	2,780
Total Uncollateralized Lines	3,055
Securities Collateral Available	1,704
FHLB Borrowing Availability	686
Fed Discount Window	12
Total Collateralized Lines	2,402
Total Liquidity Funding Availability	$	5,457

Management is committed to the Parent Company being a source of strength to the Bank and its other subsidiaries, and therefore, regularly evaluates capital and liquidity positions of the Parent Company in light of current and projected needs, growth or strategies. The Parent Company uses cash for normal expenses, dividend payments, debt service requirements, and, when opportune, for common stock repurchases, repayment of debt, or investment in other strategic actions such as mergers or acquisitions. At September 30, 2026, the Parent Company had $43 million in cash. Additional cash sources available to the Parent Company include access to the public or private markets to issue new equity, subordinated notes or other debt. Dividends from the Bank and, to a lesser extent, stock option exercises, represent significant sources of cash flows for the Parent Company. The Bank is required by federal law to obtain prior approval of the OCC for payments of dividends if the total of all dividends declared by the Bank in any year will exceed certain thresholds. Management does not believe that regulatory restrictions on dividends from the Bank will adversely affect its ability to meet its cash obligations.

Interest Rate Sensitivity Management and Impact of Inflation

A reasonable balance between interest rate risk, credit risk, liquidity risk and maintenance of yield, is highly important to Nicolet’s business success and profitability. As an ongoing part of our financial strategy and risk management, we attempt to understand and manage the impact of fluctuations in market interest rates on our net interest income. The consolidated balance sheet consists mainly of interest-earning assets (loans, investments and cash) which are primarily funded by interest-bearing liabilities (deposits and borrowings). Such financial instruments have varying levels of sensitivity to changes in market rates of interest. Market rates are highly sensitive to many factors beyond our control, including but not limited to general economic conditions and policies of government and regulatory authorities. Our operating income and net income depend, to a substantial extent, on “rate spread” (i.e., the difference between the income earned on loans, investments and other earning assets and the interest expense paid to obtain deposits and other funding liabilities).

Asset-liability management policies establish guidelines for acceptable limits on the sensitivity to changes in interest rates on earnings and market value of assets and liabilities. Such policies are set and monitored by management and the Board of Directors’ Asset and Liability Committee.

To understand and manage the impact of fluctuations in market interest rates on net interest income, we measure our overall interest rate sensitivity through a net interest income analysis, which calculates the change in net interest income in the event of hypothetical changes in interest rates under different scenarios versus a baseline scenario. Such scenarios can involve static balance sheets, balance sheets with projected growth, parallel (or non-parallel) yield curve slope changes, immediate or gradual changes in market interest rates, and one-year or longer time horizons. The simulation modeling uses assumptions involving market spreads, prepayments of rate-sensitive instruments, renewal rates on maturing or new loans, deposit retention rates, and other assumptions.

Among other scenarios, we assessed the impact on net interest income in the event of a gradual +/-100 bps and +/-200 bps change in market rates (parallel to the change in prime rate) over a one-year time horizon to a static (flat) balance sheet. The results provided include the liquidity measures mentioned above and reflect the current interest rate environment. The interest rate scenarios are used for analytical purposes only and do not necessarily represent management’s view of future market interest rate movements. Based on financial data at September 30, 2026 and December 31, 2025, the projected changes in net interest income over a one-year time horizon, versus the baseline, are presented in Table 12 below. The results are in compliance with Nicolet’s policy guidelines.

Table 12: Interest Rate Sensitivity


	September 30, 2026		December 31, 2025
200 bps decrease in interest rates	(4.5)	%	(3.8)	%
100 bps decrease in interest rates	(2.2)	%	(2.0)	%
100 bps increase in interest rates	2.3	%	2.1	%
200 bps increase in interest rates	4.6	%	4.2	%

Actual results may differ from these simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and their impact on customer behavior and management strategies.

The effect of inflation on a financial institution differs significantly from the effect on an industrial company. While a financial institution’s operating expenses, particularly salary and employee benefits, are affected by general inflation, the asset and liability structure of a financial institution consists largely of monetary items. Monetary items, such as cash, investments, loans, deposits, and borrowings, are those assets and liabilities which are or will be converted into a fixed number of dollars regardless of changes in prices. As a result, changes in interest rates have a more significant impact on a financial institution’s performance than does general inflation. Inflation may also have impacts on the Bank’s customers, on businesses and consumers and their ability or willingness to invest, save or spend, and potentially on their ability to repay loans. As such, there would likely be impacts on the general appetite for banking products and the credit health of the Bank’s customer base.

Capital

Management regularly reviews the adequacy of its capital to ensure that sufficient capital is available for current and future needs and is in compliance with regulatory guidelines. The capital position and strategies are actively reviewed in light of perceived business risks associated with current and prospective earning levels, liquidity, asset quality, economic conditions in the markets served, and level of returns available to shareholders. Management intends to maintain an optimal capital and leverage mix for growth and shareholder return. For details on the change in capital see “BALANCE SHEET ANALYSIS.”

The Company’s and the Bank’s regulatory capital ratios remain above minimum regulatory ratios, including the capital conservation buffer. At September 30, 2026, the Bank’s regulatory capital ratios qualify the Bank as well-capitalized under the prompt-corrective action framework. This strong base of capital has allowed Nicolet to be opportunistic in strategic growth. A summary of the Company’s and the Bank’s regulatory capital amounts and ratios, as well as selected capital metrics are presented in the following table.

Table 13: Capital


	At or for the Nine Months Ended			At or for the Year Ended
($ in thousands)	September 30, 2026			December 31, 2025
Company Stock Repurchases: *
Common stock repurchased during the period (dollars)	$	102,662		$	76,561
Common stock repurchased during the period (full shares)	653,105			646,002
Company Risk-Based Capital:
Total risk-based capital	$	1,609,195		$	1,107,849
Tier 1 risk-based capital	1,391,815			943,398
Common equity Tier 1 capital	1,391,815			902,964
Total capital ratio	13.1		%	14.8		%
Tier 1 capital ratio	11.3		%	12.6		%
Common equity tier 1 capital ratio	11.3		%	12.0		%
Tier 1 leverage ratio	9.7		%	10.7		%
Bank Risk-Based Capital:
Total risk-based capital	$	1,563,107		$	907,726
Tier 1 risk-based capital	1,419,927			835,920
Common equity Tier 1 capital	1,419,927			835,920
Total capital ratio	12.7		%	12.1		%
Tier 1 capital ratio	11.5		%	11.2		%
Common equity tier 1 capital ratio	11.5		%	11.2		%
Tier 1 leverage ratio	9.9		%	9.5		%
* Reflects common stock repurchased under board of director authorizations for the common stock repurchase program.

In managing capital for optimal return, we evaluate capital sources and uses, pricing and availability of our stock in the market, and alternative uses of capital (such as the level of organic growth or acquisition opportunities, dividends, or repayment of equity-equivalent debt) in light of strategic plans. Through an ongoing repurchase program, the Board has authorized the repurchase of Nicolet’s common stock as an alternative use of capital. At September 30, 2026, there remained $127 million authorized under this repurchase program, as modified, to be utilized from time-to-time to repurchase shares in the open market, through block transactions or in private transactions.

Critical Accounting Policies and Estimates

Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Material estimates may be used in accounting for, among other items, the allowance for credit losses, valuation of loans in acquisition transactions, useful lives for depreciation and amortization, fair value of financial instruments, impairment calculations, valuation of deferred tax assets, uncertain income tax positions, and contingencies. These estimates and assumptions are based on management’s knowledge of historical experience, current information, and other factors deemed to be relevant; accordingly, as this information changes, actual results could differ from those estimates. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, changes in applicable banking or tax regulations, and changes to deferred tax estimates. Nicolet considers accounting estimates to be critical to reported financial results if the accounting estimate requires management to make assumptions about matters that are highly uncertain and different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the financial statements. The accounting estimates we consider to be critical are the determination of the allowance for credit losses and accounting for business combinations. The Company implemented a new model for the estimation of the allowance for credit losses - loans in first quarter 2026.

Allowance for Credit Losses - Loans

Management’s evaluation process used to determine the appropriateness of the Allowance for Credit Losses - Loans (“ACL-Loans”) is inherently subjective as it requires material estimates and assumptions. The ACL-Loans represents management's best estimate of lifetime credit losses for loans. Under the current expected credit losses (“CECL”) guidance, management has flexibility in selecting the methodology for estimating expected credit losses, which must be calculated over the asset’s contractual term, and adjusted for prepayments or curtailments, utilizing quantitative and qualitative factors. Management uses complex models to forecast future economic conditions based on specific macroeconomic variables for each loan pool.

The appropriateness of the ACL is monitored, considering factors such as: CECL model outputs; loan portfolio quality and risk ratings; economic conditions; loan concentrations and growth rates; past due and nonperforming trends; specific loss estimates for significant problem loans; historical charge-off and recovery experience. Nicolet uses economic projections from a reputable and independent third party to inform its loss driver forecasts over the forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Since economic conditions and forecasts can change, and future events are inherently difficult to predict, the estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly. It is challenging to estimate how changes in any single economic factor or input might affect the overall allowance, as many factors and inputs are considered. These changes may not occur at the same rate or be consistent across all product types. Additionally, improvements in one factor may offset deterioration in others.

Accounting for Business Combinations

We account for acquisitions under Financial Accounting Standards Board (“FASB”) ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. Assets acquired and liabilities assumed in a business combination are recorded at the estimated fair value on their purchase date. The fair value adjustments assigned to assets and liabilities, as well as their related useful lives, are subject to judgment and estimation by management. Valuation of intangible assets is generally based on the estimated cash flows related to those assets, while the initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable assets acquired and liabilities assumed. When amounts allocated to assets acquired and liabilities assumed are greater than the purchase price, a bargain purchase gain is recognized. Useful lives are determined based on the expected future period of the benefit of the asset or liability, the assessment of which considers various characteristics of the asset or liability, including the historical cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk at September 30, 2026, from that presented in our 2025 Annual Report on Form 10-K. See section “Interest Rate Sensitivity Management and Impact of Inflation” within Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part I, Item 2, for our interest rate sensitivity position at September 30, 2026.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Management, under the supervision, and with the participation, of our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table contains information regarding purchases of Nicolet’s common stock made during third quarter 2026 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act.


	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
	(#)	($)		(#)	(#)
Period
July 1 – July 31, 2026	127,274	$	167.54	114,714
August 1 – August 31, 2026	64,022	174.14		60,199
September 1 – September 30, 2026	66,807	168.40		61,383
Total	258,103	$	169.40	236,296	781,000

a.During third quarter 2026, the Company withheld 4,497 common shares for minimum tax withholding settlements on restricted stock, and 17,310 common shares were withheld to satisfy the exercise price and tax withholding requirements on stock option exercises. These are not considered “repurchases” and, therefore, do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

b.The Board of Directors approved a common stock repurchase program which authorized, with subsequent modifications, the use of up to $546 million to repurchase outstanding shares of common stock. At September 30, 2026, approximately $127 million remained available under this common stock repurchase program, or approximately 781,000 shares of common stock (based upon the closing stock price of $163.02 on September 30, 2026).

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements: None.

ITEM 6. EXHIBITS

The following exhibits are filed herewith:


Exhibit Number						Description
31.1						Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002
31.2						Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002
32.1						Certification of CEO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2						Certification of CFO Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101						Interactive data files for Nicolet Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Unaudited Consolidated Financial Statements.
104						Cover Page from Nicolet Bankshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (formatted in Inline XBRL and contained in Exhibit 101)

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 thereunto duly authorized.


			NICOLET BANKSHARES, INC.

October 30, 2026			/s/ Michael E. Daniels
			Michael E. Daniels
			Chairman, President, and Chief Executive Officer

October 30, 2026			/s/ H. Phillip Moore, Jr.
			H. Phillip Moore, Jr.
			Chief Financial Officer