# NICOLET BANKSHARES INC (NIC)

Informational only - not investment advice.

CIK: 0001174850
SIC: 6021 National Commercial Banks
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6021 National Commercial Banks](/industry/6021/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=1174850
Filing source: https://www.sec.gov/Archives/edgar/data/1174850/000117485026000077/nic-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 470950000 | USD | 2025 | 2026-02-27 |
| Net income | 150686000 | USD | 2025 | 2026-02-27 |
| Assets | 9185107000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001174850.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  | 75,467,000 | 109,253,000 | 125,537,000 | 138,588,000 | 149,202,000 | 171,559,000 | 273,918,000 | 382,862,000 | 438,365,000 | 470,950,000 |
| Net income |  |  |  |  | 18,462,000 | 33,150,000 | 41,036,000 | 54,641,000 | 60,122,000 | 60,652,000 | 94,260,000 | 61,516,000 | 124,059,000 | 150,686,000 |
| Diluted EPS |  |  |  |  | 2.37 | 3.33 | 4.12 | 5.52 | 5.70 | 5.44 | 6.56 | 4.08 | 8.05 | 9.78 |
| Operating cash flow |  |  |  |  | 24,806,000 | 40,713,000 | 50,989,000 | 58,137,000 | 78,899,000 | 97,654,000 | 117,396,000 | 107,974,000 | 133,749,000 | 153,535,000 |
| Capital expenditures | 1,938,000 | 3,032,000 | 5,765,000 | 1,181,000 | 4,051,000 | 3,737,000 |  |  |  |  |  | 18,567,000 | 16,919,000 | 4,092,000 |
| Dividends paid |  |  |  |  |  |  |  |  |  | 0.00 | 0.00 | 11,119,000 | 16,548,000 | 18,659,000 |
| Share buybacks |  |  |  |  | 5,201,000 | 15,007,000 | 22,749,000 | 28,460,000 | 42,088,000 | 62,583,000 | 61,497,000 | 1,521,000 | 10,137,000 | 76,561,000 |
| Assets |  |  |  |  | 2,300,879,000 | 2,932,433,000 | 3,096,535,000 | 3,577,260,000 | 4,551,789,000 | 7,695,037,000 | 8,763,969,000 | 8,468,678,000 | 8,796,795,000 | 9,185,107,000 |
| Liabilities |  |  |  |  | 2,024,514,000 | 2,567,554,000 | 2,709,183,000 | 3,060,270,000 | 4,012,600,000 | 6,803,146,000 | 7,791,440,000 | 7,429,671,000 | 7,623,897,000 | 7,927,445,000 |
| Stockholders' equity |  |  |  |  | 275,947,000 | 364,178,000 | 386,609,000 | 516,262,000 | 539,189,000 | 891,891,000 | 972,529,000 | 1,039,007,000 | 1,172,898,000 | 1,257,662,000 |
| Free cash flow |  |  |  |  | 20,755,000 | 36,976,000 |  |  |  |  |  | 89,407,000 | 116,830,000 | 149,443,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  | 24.46% | 30.34% | 32.69% | 39.43% | 40.30% | 35.35% | 34.41% | 16.07% | 28.30% | 32.00% |
| Return on equity |  |  |  |  | 6.69% | 9.10% | 10.61% | 10.58% | 11.15% | 6.80% | 9.69% | 5.92% | 10.58% | 11.98% |
| Return on assets |  |  |  |  | 0.80% | 1.13% | 1.33% | 1.53% | 1.32% | 0.79% | 1.08% | 0.73% | 1.41% | 1.64% |
| Liabilities / equity |  |  |  |  | 7.34 | 7.05 | 7.01 | 5.93 | 7.44 | 7.63 | 8.01 | 7.15 | 6.50 | 6.30 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001174850.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 1.73 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.29 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.61 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 92,057,000 | 22,595,000 | 1.51 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 99,884,000 | 17,158,000 | 1.14 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 103,545,000 | 30,661,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 104,031,000 | 27,790,000 | 1.82 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 108,878,000 | 29,273,000 | 1.92 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 112,622,000 | 32,516,000 | 2.10 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 112,834,000 | 34,480,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 112,741,000 | 32,592,000 | 2.08 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 117,638,000 | 36,035,000 | 2.34 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 120,333,000 | 41,735,000 | 2.73 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 120,238,000 | 40,324,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 158,212,000 | 15,196,000 | 0.81 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1174850/000117485026000110/nic-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

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 March 31, 2026 and December 31, 2025 and results of operations for the three-month periods ended March 31, 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;

31

•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.

32

Table 1: Earnings Summary and Selected Financial Data

At or for the Three Months Ended

(In thousands, except per share data)

3/31/2026

12/31/2025

9/30/2025

6/30/2025

3/31/2025

Results of operations:

Net interest income

$

109,559 

$

80,894 

$

79,264 

$

75,109 

$

71,206 

Provision for credit losses

6,050 

750 

950 

1,050 

1,500 

Noninterest income

25,294 

23,092 

23,619 

20,633 

18,223 

Noninterest expense

109,795 

53,039 

50,088 

49,919 

47,787 

Income tax expense

3,812 

9,873 

10,110 

8,738 

7,550 

Net income (GAAP)

$

15,196 

$

40,324 

$

41,735 

$

36,035 

$

32,592 

Earnings per common share (“EPS”):

Basic EPS

$

0.83 

$

2.72 

$

2.81 

$

2.40 

$

2.14 

Diluted EPS (GAAP)

$

0.81 

$

2.65 

$

2.73 

$

2.34 

$

2.08 

Core Net Income and Diluted EPS (Non-GAAP):

Core net income (Non-GAAP) (2)

$

51,505 

$

41,559 

$

40,693 

$

36,195 

$

32,877 

Core diluted EPS (Non-GAAP) (2)

$

2.75 

$

2.73 

$

2.66 

$

2.35 

$

2.10 

Common Shares:

Basic weighted average

18,232 

14,804 

14,836 

15,029 

15,256 

Diluted weighted average

18,749 

15,227 

15,303 

15,431 

15,647 

Outstanding (period end)

21,317 

14,811 

14,799 

14,924 

15,149 

Period-End Balances:

Loans

$

10,879,694 

$

6,836,345 

$

6,874,711 

$

6,839,141 

$

6,745,598 

Allowance for credit losses - loans

133,435 

68,806 

68,785 

68,408 

67,480 

Total assets

15,574,490 

9,185,107 

9,029,430 

8,930,809 

8,975,222 

Deposits

12,624,364 

7,730,771 

7,611,465 

7,541,673 

7,572,190 

Stockholders’ equity (common)

2,256,877 

1,257,662 

1,214,960 

1,190,098 

1,183,268 

Book value per common share

105.87 

84.91 

82.10 

79.74 

78.11 

Tangible book value per common share (2)

60.47 

59.09 

56.17 

53.94 

52.59 

Financial Ratios: (1)

Return on average assets

0.50 

%

1.75 

%

1.84 

%

1.62 

%

1.49 

%

Return on average common equity

3.44 

12.96 

13.86 

12.21 

11.21 

Return on average tangible common equity (2)

6.49 

19.27 

20.98 

18.72 

17.34 

Core return on average assets (2)

1.68 

1.80 

1.80 

1.63 

1.51 

Core return on average common equity (2)

11.66 

13.35 

13.51 

12.27 

11.31 

Core return on average tangible common equity (2)

19.30 

19.84 

20.47 

18.80 

17.48 

Stockholders’ equity to assets

14.49 

13.69 

13.46 

13.33 

13.18 

Tangible common equity to tangible assets (2)

8.82 

9.94 

9.61 

9.42 

9.28 

Note: Numbers may not sum due to rounding.

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

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

Non-GAAP Financial Measures

We identify “tangible book value per common share,” “return on average tangible common equity,” “tangible common equity to tangible assets” “core net income,” and “core diluted earnings per common share” 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 the following table.

33

Table 1A: Reconciliation of Non-GAAP Financial Measures

At or for the Three Months Ended

(In thousands, except per share data)

3/31/2026

12/31/2025

9/30/2025

6/30/2025

3/

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is management’s analysis to assist in the understanding and evaluation of the consolidated financial condition and results of operations of Nicolet. It should be read in conjunction with the consolidated financial statements and footnotes presented elsewhere in this report.

The detailed financial discussion that follows focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, see the information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025, which information under that caption is incorporated herein by reference. Historical results of operations are not necessarily predictive of future results.

Overview

Economic Outlook and Recent Industry Developments

The U.S. economy continued to demonstrate resilience through 2025, although growth moderated from the unexpectedly strong performance of 2024. Based on all indications, real GDP grew at just under 2% in 2025, reflecting a slight slowdown but still indicating a stable expansionary environment. Heading into 2026, GDP is expected to grow at a slightly slower pace than 2025, which is supported by tax policy, consumer spending, and productivity from advancements in artificial intelligence. Employment conditions softened somewhat in 2025, but the labor market remained fundamentally healthy. Nationwide unemployment is projected to rise only slightly in 2026 and stay below levels historically associated with recessionary conditions. Unemployment in our core markets in the Upper Midwest continue to remain below nationwide levels, which is driven by a strong base in manufacturing and healthcare, as well as a stronger labor participation rate than the rest of the country. Consumer spending in 2025 decelerated from 2024’s robust pace, influenced by higher borrowing costs and pockets of consumer caution, yet remained a key contributor to growth. Business investment continued to benefit from productivity gains—particularly in artificial intelligence and automation—though firms grew more selective amid policy uncertainty and tariff-related cost pressures.

After cutting rates three times in the back half of 2024, the Federal Reserve entered 2025 with a more cautious posture. Market expectations early in the year centered on several additional 25 or 50 bps cuts; however, firmer inflation readings and policy volatility—particularly around trade—led the Federal Reserve to signal a more measured approach, cutting rates by 25 bps three times during the year. At this point, the market is expecting two 25 bps rate cuts in 2026. However, stubbornly high inflation and continued strong consumer spending weigh against potentially higher unemployment and slower GDP growth. Additionally, a new Fed Chairman is expected to be appointed in May, which may also have a significant influence on interest rate policy.

The banking sector entered 2025 with renewed optimism. This bullish sentiment largely carried through 2025, though volatility persisted as policy details evolved. Credit losses did rise in 2025, particularly among institutions with heavy commercial real estate (“CRE”) exposure or concentrations in large urban markets. However, these pressures remained contained and did not pose systemic risk. Banks with diversified portfolios and limited investment CRE exposure, or that operate in non-major metro markets—such as Nicolet—were comparatively unaffected. Regulatory reform discussions gained momentum, with expectations of reduced compliance burdens and lower operating costs across the industry. M&A activity, which had been subdued for several years, began to accelerate as both regulatory signals and market conditions improved. Overall, the banking industry enters 2026 with improved sentiment, healthier balance sheets, robust capital levels, and a more favorable policy backdrop than in the years immediately following the regional banking stresses of years prior.

2025 Highlights

Nicolet announced record net income of $151 million for the year ended December 31, 2025, and earnings per diluted common share of $9.78, compared to net income of $124 million and earnings per diluted common share of $8.05 for 2024.

At December 31, 2025, Nicolet had total assets of $9.2 billion, an increase of $388 million (4%) from December 31, 2024. Total loans of $6.8 billion at December 31, 2025, increased $210 million (3%) from December 31, 2024, while total deposits of $7.7 billion increased $327 million (4%) from December 31, 2024. Total stockholders’ equity was $1.3 billion at December 31, 2025, an increase of $85 million since December 31, 2024, with solid earnings and favorable movements in the securities portfolio market valuation, partly offset by payment of the quarterly common stock dividend and common stock repurchases.

Nonperforming assets were $32 million and represented 0.35% of total assets at December 31, 2025, compared to $29 million or 0.33% at year-end 2024. The allowance for credit losses-loans was $69 million (1.01% of loans) at December 31, 2025, compared to $66 million (1.00% of loans) at December 31, 2024.

As noted last year, Nicolet’s Board and executive management viewed 2025 as a year of optionality for the Company. The financial performance of the core franchise placed Nicolet among the top decile of banks in the country, as measured by return on average

29

assets and return on tangible common equity. This consistent performance kept all strategic options on the table throughout the year for Nicolet. The priorities, as laid out a year ago, and in no particular order, included (1) funding organic growth, (2) share repurchases, (3) increased dividends, and (4) M&A. We are pleased to say that all four of those priorities were accomplished in 2025, including (1) growth in our balance sheet by 4%, (2) repurchasing more than 646,000 shares in the open market, (3) increasing the dividend by 14%, and (4) capping off the year with the announced acquisition of MidWestOne.

The MidWestOne acquisition (which closed on February 13, 2026) marked a pivotal moment for Nicolet. It doubled the branch footprint to over 100 locations, as well as expanded our footprint to the state of Iowa, increased our presence in Western Wisconsin, and significantly increased our market share in the greater Twin Cities market. Additionally, MidWestOne answered the “$10 billion question” that management has been asked for the past several years. Following the 2022 Charter acquisition, when we ended the year close to $9 billion in assets, people have questioned if and how we planned to cross the $10 billion threshold. As a result of the 2010 Dodd-Frank Act, any bank with assets more than $10 billion is subject to increased regulation, and to more intense scrutiny by the banking regulators. This typically means that those banks must make substantial additional investments in compliance and risk management resources. Also, those banks become subject to the Durbin amendment, which limits how much banks can charge merchants for debit card transaction fees (or “card interchange income” noted on our income statement). In our case, it would mean our interchange income would be reduced by more than $5 million simply because we crossed this asset threshold. Banks that cross that threshold organically, or with a small acquisition typically are less profitable immediately after due to the increased expense and reduced revenues. MidWestOne, and its size ($6 billion), allows Nicolet to leap over the $10 billion threshold, thus realizing many of the operating efficiencies that may allow Nicolet the ability to retain its top quartile, if not top decile profitability going forward.

As we head into 2026, our primary focus will always remain on running a growing, highly profitable community bank that matters to the communities it serves. But following close behind will be what we expect to be the successful integration of MidWestOne. The legal closing of the merger was February 13, 2026 – only 113 days from the announcement. However, unlike each of the past acquisitions we have completed, the core system integration is purposely delayed by approximately six months. Due to the size of this acquisition, as well as working with Fiserv (our core processor), we made the decision to delay the systems conversion of MidWestOne until late summer 2026. Until then, MidWestOne locations will continue to operate under the same name, but as a division of Nicolet National Bank. Once the systems conversion is complete, all MidWestOne locations will carry the Nicolet Bank name and banner. In the interim, there is still much we can do, and have already done, to begin the cultural integration process with MidWestOne. Dozens of employees of both Nicolet and MidWestOne have been working for months on a number of fronts to prepare for the legal closing of the merger. These same people, as well as many more, will continue these efforts as we welcome the employees, customers, and communities of MidWestOne to Nicolet, and prepare for the systems integration later this year. The Board and executive management understand the importance of ensuring the integration efforts with MidWestOne are successful. One of the primary reasons why Nicolet carries the premium valuation it does is because we have been so successful with our past acquisitions – financially, culturally, and strategically. The MidWestOne merger is easily the largest Nicolet has completed in its 25 year history. In fact, the total assets of MidWestOne are approximately the same as Nicolet’s past nine bank acquisitions combined. Taking our time to ensure a successful integration is paramount to our future growth and success as a company.

Nicolet generates capital through its net income and retained earnings. Since organic growth will likely remain in the mid-single digits, we anticipate building capital very quickly. Additional M&A is unlikely in 2026 as we focus on MidWestOne. However, the Board still needs to decide how to allocate that capital, or to simply let it build. Share repurchases and increased dividends are two considerations for the Board (in fact, Nicolet began repurchasing stock in late January following the approval of the merger by MidWestOne shareholders). The Board and executive management believe that the intrinsic value of Nicolet is higher than the current share price, and as a result, believe repurchasing stock is an effective way of deploying capital to benefit existing shareholders.

The impact of the MidWestOne acquisition will certainly cause some additional noise in our financial results in 2026. The combination of merger accounting, one-time expenses, and some of the cost savings being delayed due to the systems integration mean the reported financial results may vary each quarter. However, we remain optimistic our core results (which remove the M&A noise) will continue to place us in the top quartile of publicly traded banks in the country. No matter which strategic paths Nicolet’s Board and executive team choose in 2026, the Company’s priority will always be to operate a highly profitable business that delivers meaningful value to its core stakeholders—customers, shareholders, and employees.

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Table 1: Earnings Summary and Selected Financial Data

At and for the years ended December 31,

(in thousands, except per share data)

2025

2024

2023

Results of operations:

Net interest income

$

306,473 

$

268,065 

$

241,516 

Provision for credit losses

4,250 

3,850 

4,990 

Noninterest income

85,567 

82,267 

35,972 

Noninterest expense

200,833 

191,353 

185,866 

Income before income tax expense

186,957 

155,129 

86,632 

Income tax expense

36,271 

31,070 

25,116 

Net income (GAAP)

$

150,686 

$

124,059 

$

61,516 

Earnings per Common Share (“EPS”):

Basic EPS

$

10.06 

$

8.24 

$

4.17 

Diluted EPS (GAAP)

$

9.78 

$

8.05 

$

4.08 

Adjusted Net Income & Diluted EPS (Non-GAAP):

Adjusted net income (Non-GAAP) (1)

$

151,324 

$

120,668 

$

101,245 

Adjusted diluted EPS (Non-GAAP) (1)

$

9.82 

$

7.83 

$

6.72 

Common shares:

Basic weighted average

14,980 

15,049 

14,743 

Diluted weighted average

15,404 

15,416 

15,071 

Year-End Balances:

Loans

$

6,836,345 

$

6,626,584 

$

6,353,942 

Allowance for credit losses - loans (“ACL-Loans”)

68,806 

66,322 

63,610 

Total assets

9,185,107 

8,796,795 

8,468,678 

Deposits

7,730,771 

7,403,684 

7,197,800 

Stockholders’ equity (common)

1,257,662 

1,172,898 

1,039,007 

Book value per common share

$

84.91 

$

76.38 

$

69.76 

Tangible book value per common share (2)

$

59.09 

$

51.10 

$

43.28 

Financial Ratios:

Return on average assets

1.68 

%

1.45 

%

0.73 

%

Return on average common equity

12.58 

11.27 

6.28 

Return on average tangible common equity (2)

18.53 

17.50 

10.58 

Stockholders’ equity to assets

13.69 

13.33 

12.27 

Tangible common equity to tangible assets (2)

9.94 

9.33 

7.98 

(1) The adjusted net income and adjusted 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 Nicolet’s 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, and tangible common equity to tangible assets are non-GAAP financial measures that exclude goodwill and other intangibles, net. These non-GAAP financial ratios have been included as management considers them to be useful metrics to analyze and evaluate financial condition and capital strength. See section “Non-GAAP Financial Measures” below for a reconciliation of these financial measures.

Non-GAAP Financial Measures

We identify “tangible book value per common share,” “return on average tangible common equity,” “tangible common equity to tangible assets” “adjusted net income,” and “adjusted diluted earnings per common share” 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, 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 the table below.

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Table 1A: Reconciliation of Non-GAAP Financial Measures

At and for the years ended December 31,

(in thousands, except per share data)

2025

2024

2023

Adjusted net income reconciliation:

Net income (GAAP)

$

150,686 

$

124,059 

$

61,516 

Adjustments:

Provision expense (1)

— 

— 

2,340 

Assets (gains) losses, net (2)

(1,163)

(4,212)

32,808 

Merger-related expense

1,956 

— 

189 

Contract termination charge

— 

— 

2,689 

Adjustments subtotal

793 

(4,212)

38,026 

Tax on Adjustments (3)

155 

(821)

7,415 

Tax impact of Wisconsin tax law change (3)

— 

— 

9,118 

Adjusted net income (Non-GAAP)

$

151,324 

$

120,668 

$

101,245 

Diluted EPS:

Diluted EPS (GAAP)

$

9.78 

$

8.05 

$

4.08 

Adjusted Diluted EPS (Non-GAAP)

$

9.82 

$

7.83 

$

6.72 

Tangible assets:

Total assets

$

9,185,107 

$

8,796,795 

$

8,468,678 

Goodwill and other intangibles, net

382,400 

388,140 

394,366 

Tangible assets

$

8,802,707 

$

8,408,655 

$

8,074,312 

Tangible common equity:

Stockholders’ equity (common)

$

1,257,662 

$

1,172,898 

$

1,039,007 

Goodwill and other intangibles, net

382,400 

388,140 

394,366 

Tangible common equity

$

875,262 

$

784,758 

$

644,641 

Tangible average common equity:

Average stockholders’ equity (common)

$

1,198,089 

$

1,100,396 

$

979,366 

Average goodwill and other intangibles, net

385,048 

391,343 

398,106 

Average tangible common equity

$

813,041 

$

709,053 

$

581,260 

Note: Numbers may not sum due to rounding.

(1) Provision expense for 2023 is attributable to the expected loss on a bank subordinated debt investment.

(2) Includes the gains / (losses) on other assets and investments, as well as the impact of the March 2023 balance sheet repositioning which included the sale of $500 million (par value) U.S. Treasury held to maturity securities for a pre-tax loss of $38 million or an after-tax loss of $28 million, with the net proceeds used to reduce FHLB borrowings and the remainder held in investable cash.

(3) In July 2023, a new Wisconsin tax law change was signed which provided financial institutions with an exemption from state taxable income for interest, fees, and penalties earned on specific loans to existing Wisconsin-based business or agriculture purpose loans. The effective tax rate for periods prior to July 1, 2023, the effective date of this tax law change, assumed an effective tax rate of 25%, and periods subsequent to the effective date assumed an effective tax rate of 19.5%.

INCOME STATEMENT ANALYSIS

Net Interest Income

Net interest income is the primary source of Nicolet’s revenue, and is the difference between interest income on earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and wholesale funding. Net interest income is directly impacted by the sensitivity of the balance sheet to changes in interest rates and by the amount, mix and composition of interest-earning assets and interest-bearing liabilities, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities, and repricing frequencies. Tax-equivalent net interest income is a non-GAAP measure, but is a preferred industry measurement of net interest income (and is used in calculating a net interest margin) as it enhances the comparability of net interest income arising from taxable and tax-exempt sources. 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.

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

Years Ended December 31,

(in thousands)

2025

2024

2023

Average

Balance

Interest

Average

Yield/Rate

Average

Balance

Interest

Average

Yield/Rate

Average

Balance

Interest

Average

Yield/Rate

ASSETS

Interest-earning assets

Total loans, including loan fees (1)(2)

$

6,811,763 

$

421,645 

6.19 

%

$

6,505,103 

$

393,551 

6.05 

%

$

6,233,623 

$

341,332 

5.48 

%

Investment securities:

   Taxable

750,134 

24,082 

3.21 

%

703,907 

20,193 

2.87 

%

863,864 

18,182 

2.10 

%

   Tax-exempt (2)

148,042 

5,337 

3.61 

%

176,969 

6,044 

3.42 

%

243,241 

7,960 

3.27 

%

      Total investment securities

898,176 

29,419 

3.28 

%

880,876 

26,237 

2.98 

%

1,107,105 

26,142 

2.36 

%

Other interest-earning assets

492,617 

21,681 

4.40 

%

397,905 

20,562 

5.17 

%

331,111 

17,494 

5.28 

%

   Total non-loan earning assets

1,390,793 

51,100 

3.67 

%

1,278,781 

46,799 

3.66 

%

1,438,216 

43,636 

3.03 

%

   Total interest-earning assets

8,202,556 

$

472,745 

5.76 

%

7,783,884 

$

440,350 

5.66 

%

7,671,839 

$

384,968 

5.02 

%

Other assets, net

774,958 

760,535 

735,723 

Total assets

$

8,977,514 

$

8,544,419 

$

8,407,562 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities

Savings

$

807,977 

$

10,000 

1.24 

%

$

763,097 

$

9,973 

1.31 

%

$

828,141 

$

9,891 

1.19 

%

Interest-bearing demand

990,660 

17,288 

1.75 

%

880,823 

14,931 

1.70 

%

877,832 

12,627 

1.44 

%

Money market accounts (“MMA”)

1,998,831 

47,511 

2.38 

%

1,959,879 

54,570 

2.78 

%

1,868,867 

49,937 

2.67 

%

Core time deposits

1,299,481 

51,373 

3.95 

%

1,105,695 

47,201 

4.27 

%

842,586 

27,218 

3.23 

%

   Total interest-bearing core deposits

5,096,949 

126,172 

2.48 

%

4,709,494 

126,675 

2.69 

%

4,417,426 

99,673 

2.26 

%

Brokered deposits

713,188 

30,699 

4.30 

%

750,499 

34,899 

4.65 

%

615,209 

26,151 

4.25 

%

   Total interest-bearing deposits

5,810,137 

156,871 

2.70 

%

5,459,993 

161,574 

2.96 

%

5,032,635 

125,824 

2.50 

%

Wholesale funding

146,401 

7,606 

5.20 

%

162,612 

8,726 

5.37 

%

304,190 

15,522 

5.10 

%

   Total interest-bearing liabilities

5,956,538 

164,477 

2.76 

%

5,622,605 

170,300 

3.03 

%

5,336,825 

141,346 

2.65 

%

Noninterest-bearing demand deposits

1,753,573 

1,755,045 

2,054,792 

Other liabilities

69,314 

66,373 

36,579 

Stockholders’ equity

1,198,089 

1,100,396 

979,366 

Total liabilities and stockholders’ equity

$

8,977,514 

$

8,544,419 

$

8,407,562 

Tax-equivalent net interest income and rate spread

$

308,268 

3.00 

%

$

270,050 

2.63 

%

$

243,622 

2.37 

%

Tax-equivalent adjustment and net free funds

1,795 

0.76 

%

1,985 

0.84 

%

2,106 

0.81 

%

Net interest income and net interest margin

$

306,473 

3.76 

%

$

268,065 

3.47 

%

$

241,516 

3.18 

%

(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.

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

(in thousands)

2025 Compared to 2024

Increase (Decrease) Due to Changes in

2024 Compared to 2023

Increase (Decrease) Due to Changes in

Volume

Rate

Net (1)

Volume

Rate

Net (1)

Interest-earning assets

Total loans, including loan fees (2) (3)

$

19,617 

$

8,477 

$

28,094 

$

29,966 

$

22,253 

$

52,219 

Investment securities:

   Taxable

1,302 

2,587 

3,889 

(1,401)

3,412 

2,011 

   Tax-exempt (3)

(1,043)

336 

(707)

(2,250)

334 

(1,916)

      Total investment securities

259 

2,923 

3,182 

(3,651)

3,746 

95 

Other interest-earning assets

4,127 

(3,008)

1,119 

3,653 

(585)

3,068 

  Total non-loan earning assets

4,386 

(85)

4,301 

2 

3,161 

3,163 

Total interest-earning assets

$

24,003 

$

8,392 

$

32,395 

$

29,968 

$

25,414 

$

55,382 

Interest-bearing liabilities

Savings

$

556 

$

(529)

$

27 

$

(810)

$

892 

$

82 

Interest-bearing demand

1,916 

441 

2,357 

43 

2,261 

2,304 

MMA

926 

(7,985)

(7,059)

2,487 

2,146 

4,633 

Core time deposits

7,661 

(3,489)

4,172 

9,845 

10,138 

19,983 

   Total interest-bearing core deposits

11,059 

(11,562)

(503)

11,565 

15,437 

27,002 

Brokered deposits

(1,606)

(2,594)

(4,200)

6,130 

2,618 

8,748 

   Total interest-bearing deposits

9,453 

(14,156)

(4,703)

17,695 

18,055 

35,750 

Wholesale funding

(843)

(277)

(1,120)

(9,401)

2,605 

(6,796)

Total interest-bearing liabilities

8,610 

(14,433)

(5,823)

8,294 

20,660 

28,954 

Net interest income

$

15,393 

$

22,825 

$

38,218 

$

21,674 

$

4,754 

$

26,428 

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

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

(3)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.

Comparison of 2025 versus 2024

At the beginning of 2024, the Federal Funds range was 5.25% to 5.50%. The Federal Reserve decreased short-term interest rates a total of 100 bps during the second half of 2024, resulting in a Federal Funds range of 4.25% to 4.50% at December 31, 2024. 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.

Tax-equivalent net interest income was $308 million for 2025, an increase of $38 million (14%) over 2024. The increase in tax-equivalent net interest income was attributable to net favorable volumes (which added $15 million) and net favorable rates (which increased net interest income $23 million).

Average interest-earning assets increased to $8.2 billion for 2025, $419 million (5%) higher than 2024. Average loans increased $307 million (5%) to $6.8 billion, on solid organic loan growth. Average investment securities increased $17 million, while other interest-earning assets increased $95 million, mostly investable cash from strong deposit growth. As a result, the mix of average interest-earning assets shifted to 83% loans, 11% investment securities, and 6% other interest-earning assets (mostly cash) for 2025, compared to 84%, 11%, and 5%, respectively, for 2024.

Average interest-bearing liabilities were $6.0 billion for 2025, an increase of $334 million (6%) from 2024. Average interest-bearing core deposits increased $387 million (8%), while average brokered deposits decreased $37 million, reflecting a shift in funding strategy. Wholesale funding decreased $16 million, mostly due to the early redemption of subordinated notes. The mix of average interest-bearing liabilities was 86% core deposits, 12% brokered deposits, and 2% other funding for 2025, compared to 84% core deposits, 13% brokered deposits, and 3% other funding in 2024.

The interest rate spread increased 37 bps between the years. The loan yield improved 14 bps to 6.19% for 2025, mostly from the repricing of new and renewed loans and the yield on investment securities increased 30 bps to 3.28%, while the yield on other interest-earning assets (mostly cash) decreased 77 bps, consistent with the Federal Reserve interest rate cuts. The cost of interest-bearing liabilities decreased 27 bps to 2.76% for 2025, also reflecting the Federal Reserve interest rate cuts. The contribution from net free funds decreased 8 bps, mostly due to the lower value in the current interest rate environment. As a result, the net interest margin was 3.76% for 2025, up 29 bps compared to 3.47% for 2024.

34

Provision for Credit Losses

The provision for credit losses for 2025 was $4.3 million (comprised of $4.3 million related to the ACL-Loans, partly offset by a $0.1 million reduction related to the ACL on unfunded commitments). Comparatively, the 2024 provision for credit losses was $3.9 million (comprised of $3.8 million related to the ACL-Loans and $0.1 million for the ACL on unfunded commitments), and the 2023 provision for credit losses was $5.0 million (comprised of $2.7 million related to the ACL-Loans and $2.3 million for the ACL on securities AFS). Asset quality trends have been solid and net charge-offs were negligible for all years.

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-Loans. 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 potential credit losses. For additional information regarding asset quality and the ACL-Loans, see “BALANCE SHEET ANALYSIS — Loans,” and “— Allowance for Credit Losses - Loans” and “—Nonperforming Assets.”

Noninterest Income

Table 4: Noninterest Income

(in thousands)

Years Ended December 31,

Change From Prior Year

2025

2024

2023

$ Change

2025

% Change

2025

$ Change

2024

% Change

2024

Trust services fee income

$

11,221 

$

10,085 

$

8,614 

$

1,136 

11 

%

$

1,471 

17 

%

Brokerage fee income

18,390 

17,367 

15,133 

1,023 

6 

%

2,234 

15 

%

Wealth management fee income

29,611 

27,452 

23,747 

2,159 

8 

%

3,705 

16 

%

Mortgage income, net

12,054 

10,177 

7,164 

1,877 

18 

%

3,013 

42 

%

Service charges on deposit accounts

8,003 

7,184 

5,976 

819 

11 

%

1,208 

20 

%

Card interchange income

14,560 

13,661 

12,991 

899 

7 

%

670 

5 

%

Bank owned life insurance (“BOLI”) income

6,360 

5,448 

4,524 

912 

17 

%

924 

20 

%

Deferred compensation plan asset market valuations

2,919 

1,198 

1,937 

1,721 

144 

%

(739)

(38)

%

LSR income, net

3,319 

4,405 

4,425 

(1,086)

(25)

%

(20)

— 

%

Other income

7,578 

8,530 

8,016 

(952)

(11)

%

514 

6 

%

  Noninterest income without net gains

84,404 

78,055 

68,780 

6,349 

8 

%

9,275 

13 

%

Asset gains (losses), net

1,163 

4,212 

(32,808)

(3,049)

N/M

37,020 

N/M

    Total noninterest income

$

85,567 

$

82,267 

$

35,972 

$

3,300 

4 

%

$

46,295 

129 

%

N/M means not meaningful.

Comparison of 2025 versus 2024

Noninterest income was $86 million for 2025, an increase of $3 million from 2024, with growth in most core noninterest income categories, partly offset by lower net asset gains (losses). Excluding net asset gains (losses), noninterest income for 2025 was $84 million, a $6 million (8%) increase over 2024. Notable contributions to the change in noninterest income were:

•Wealth management fee income was $30 million for 2025, up $2 million (8%) from 2024, including favorable market-related changes, as well as growth in accounts and assets under management.

•Mortgage income includes net gains received from the sale of residential real estate loans into the secondary market, capitalized mortgage servicing rights (“MSRs”), 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 was $12 million for 2025, up $2 million (18%) between the years, mostly due to higher secondary market volumes and the related gains on sales. See also “Off-Balance Sheet Arrangements, Lending-Related Commitments and Contractual Obligations” and Note 6, “Goodwill and Other Intangibles and Servicing Rights” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

•Service charges on deposit accounts were $8 million, up $1 million (11%) over 2024, on growth in both accounts and account analysis fees.

•Card interchange income grew $1 million (7%) to $15 million in 2025 largely due to higher volume and activity.

•BOLI income increased $1 million (17%) to $6 million for 2025, attributable to higher average balances from the $11.5 million new BOLI purchased in mid-2024 and improvements in BOLI assets linked to market performance.

35

•The Company sponsors a nonqualified deferred compensation (“NQDC”) plan for certain employees, that fluctuates based upon market valuations of the underlying plan assets. See also “Noninterest Expense” for the offsetting fair value change to the NQDC plan liabilities and Note 10, “Employee and Director Benefit Plans” in the Notes to Consolidated Financial Statements, under Part II, Item 8, for additional information on the NQDC plan.

•Other income declined $1 million to $8 million for 2025, largely due to timing of card incentive income, as well as lower swap and broker fees.

•Net asset gains of $1 million in 2025 were primarily attributable to favorable fair value marks on equity securities. Net asset gains of $4 million in 2024 were primarily attributable to gains of $2 million on the sale of available for sale securities and other investments, $1 million of favorable fair value marks on equity securities, and a $1 million gain on the early extinguishment on Nicolet subordinated notes. Additional information on the net gains is also included in Note 16, “Asset Gains (Losses), Net,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

Noninterest Expense

Table 5: Noninterest Expense

($ in thousands)

Years Ended December 31,

Change From Prior Year

2025

2024

2023

Change

2025

% Change

2025

Change

2024

% Change

2024

Personnel

$

115,305 

$

108,414 

$

99,109 

$

6,891 

6 

%

$

9,305 

9 

%

Occupancy, equipment and office

36,631 

35,136 

36,222 

1,495 

4 

%

(1,086)

(3)

%

Business development and marketing

8,009 

8,330 

7,790 

(321)

(4)

%

540 

7 

%

Data processing

18,569 

17,754 

19,892 

815 

5 

%

(2,138)

(11)

%

Intangibles amortization

5,740 

6,876 

8,072 

(1,136)

(17)

%

(1,196)

(15)

%

FDIC assessments

4,007 

4,003 

3,999 

4 

— 

%

4 

— 

%

Merger-related expense

1,956 

— 

189 

1,956 

N/M

(189)

N/M

Other expense

10,616 

10,840 

10,593 

(224)

(2)

%

247 

2 

%

Total noninterest expense

$

200,833 

$

191,353 

$

185,866 

$

9,480 

5 

%

$

5,487 

3 

%

Non-personnel expenses

$

85,528 

$

82,939 

$

86,757 

$

2,589 

3 

%

$

(3,818)

(4)

%

Average full-time equivalent employees

959 

955 

953 

4 

— 

%

2 

— 

%

N/M means not meaningful.

Comparison of 2025 versus 2024

Noninterest expense was $201 million for 2025, an increase of $9 million (5%) over 2024. Personnel costs increased $7 million (6%), while non-personnel expenses combined increased $3 million (3%) from 2024. Notable contributions to the change in noninterest expense were:

•Personnel expense was $115 million for 2025, an increase of $7 million (6%) over 2024. Salary expense increased $7 million (8%) over 2024, reflecting merit increases between the years and higher incentive compensation commensurate with current year earnings. Fringe benefits were minimally changed with lower health care costs offset by higher 401k expenses. Personnel expense was also impacted by the change in the fair value of the NQDC plan liabilities. See also “Noninterest Income” for the offsetting fair value change to the NQDC plan assets and Note 10, “Employee and Director Benefit Plans” in the Notes to Consolidated Financial Statements, under Part II, Item 8, for additional information on the NQDC plan.

•Occupancy, equipment and office expense was $37 million for 2025, up $1 million (4%) from 2024, due to higher occupancy-related costs (including increases in cleaning, snowplowing, building depreciation), and office expenses (mostly additional costs for software and technology solutions), as well as a $0.4 million lease termination charge.

•Data processing expense was $19 million for 2025, up $1 million (5%) from 2024, mostly due to volume-based increases in core and card processing charges.

•Intangible amortization decreased $1 million (17%) between the years, due to lower amortization from the aging intangibles.

Income Taxes

Income tax expense was $36 million (effective tax rate of 19.4%) for 2025, compared to $31 million (effective tax rate of 20.0%) for 2024. The change in income tax was mostly due to higher pretax earnings.

The accounting for income taxes requires deferred income taxes to be analyzed to determine if a valuation allowance is required. A valuation allowance is required if it is more likely than not that some portion of the deferred tax asset will not be realized. This analysis involves the use of estimates and assumptions concerning accounting pronouncements and federal and state tax codes. The Company had a $18 million valuation allowance at December 31, 2025, compared to a valuation allowance of $16 million at

36

December 31, 2024. The Company’s income taxes accounting policy is described in Note 1, “Nature of Business and Significant Accounting Policies,” and additional disclosures relative to income taxes are included in Note 13, “Income Taxes” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

BALANCE SHEET ANALYSIS

Loans

Nicolet services a diverse customer base primarily throughout Wisconsin, Michigan and Minnesota. The Company concentrates on originating loans in its 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”). In addition to the discussion that follows, accounting policies, general loan portfolio characteristics, and credit risk are described in Note 1, “Nature of Business and Significant Accounting Policies,” and additional loan related disclosures are included in Note 4, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

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.

Table 6: Period End Loan Composition

December 31, 2025

December 31, 2024

December 31, 2023

(in thousands)

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Commercial & industrial

$

1,367,522 

20 

%

$

1,319,763 

20 

%

$

1,284,009 

20 

%

Owner-occupied CRE

939,587 

14 

%

940,367 

14 

%

956,594 

15 

%

Agricultural

1,415,425 

21 

%

1,322,038 

20 

%

1,161,531 

18 

%

Commercial

3,722,534 

55 

%

3,582,168 

54 

%

3,402,134 

53 

%

CRE investment

1,188,351 

17 

%

1,221,826 

18 

%

1,142,251 

18 

%

Construction & land development

326,638 

5 

%

239,694 

4 

%

310,110 

5 

%

Commercial real estate

1,514,989 

22 

%

1,461,520 

22 

%

1,452,361 

23 

%

     Commercial-based loans

5,237,523 

77 

%

5,043,688 

76 

%

4,854,495 

76 

%

Residential construction

95,268 

1 

%

96,110 

1 

%

75,726 

1 

%

Residential first mortgage

1,193,683 

17 

%

1,196,158 

18 

%

1,167,109 

19 

%

Residential junior mortgage

268,188 

4 

%

234,634 

4 

%

200,884 

3 

%

   Residential real estate

1,557,139 

22 

%

1,526,902 

23 

%

1,443,719 

23 

%

Retail & other

41,683 

1 

%

55,994 

1 

%

55,728 

1 

%

   Retail-based loans

1,598,822 

23 

%

1,582,896 

24 

%

1,499,447 

24 

%

Total loans

$

6,836,345 

100 

%

$

6,626,584 

100 

%

$

6,353,942 

100 

%

As noted in Table 6 above, the loan portfolio at December 31, 2025 was 77% commercial-based and 23% retail-based, a slight shift in the underlying loan composition mix compared to December 31, 2024. 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.

37

Total loans were $6.8 billion at December 31, 2025, an increase of $210 million (3%), compared to total loans of $6.6 billion at December 31, 2024, with growth in agricultural, commercial and industrial, and construction loans. At December 31, 2025, agricultural and commercial and industrial loans represented the largest segments of Nicolet’s loan portfolio, at 21% and 20%, respectively, of the total loan portfolio. The next largest segments were CRE investment and residential first mortgage, with each 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 commercial loan portfolio at December 31, 2025.

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

38

Table 7: Loan Maturity Distribution 

The following table presents the maturity distribution of the loan portfolio at December 31, 2025.

(in thousands)

Loan Maturity

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 

%

Fixed rate loans:

Commercial & industrial

$

169,439 

$

421,759 

$

31,017 

$

3,024 

$

625,239 

Owner-occupied CRE

262,645 

426,433 

33,626 

6,099 

728,803 

Agricultural

336,933 

345,882 

259,613 

16,626 

959,054 

CRE investment

281,871 

477,456 

89,007 

129 

848,463 

Construction & land development

12,955 

74,034 

17,082 

1,809 

105,880 

Residential construction *

58,800 

3,454 

527 

6,773 

69,554 

Residential first mortgage

85,217 

183,942 

109,559 

288,264 

666,982 

Residential junior mortgage

9,412 

4,096 

3,523 

810 

17,841 

Retail & other

18,365 

9,013 

5,602 

4,154 

37,134 

Total fixed rate loans

$

1,235,637 

$

1,946,069 

$

549,556 

$

327,688 

$

4,058,950 

Floating rate loans:

Commercial & industrial

$

496,539 

$

161,199 

$

81,092 

$

3,453 

$

742,283 

Owner-occupied CRE

34,396 

91,300 

64,135 

20,953 

210,784 

Agricultural

362,567 

49,179 

38,372 

6,253 

456,371 

CRE investment

42,476 

199,188 

75,685 

22,539 

339,888 

Construction & land development

115,391 

72,432 

22,484 

10,451 

220,758 

Residential construction *

19,763 

666 

159 

5,126 

25,714 

Residential first mortgage

7,158 

27,144 

36,641 

455,758 

526,701 

Residential junior mortgage

20,214 

5,037 

25,712 

199,384 

250,347 

Retail & other

3,389 

395 

541 

224 

4,549 

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

In addition to the discussion that follows, accounting policies for the allowance for credit losses - loans are described in Note 1, “Nature of Business and Significant Accounting Policies,” and additional ACL-Loans disclosures are included in Note 4, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

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 “BALANCE SHEET ANALYSIS – Nonperforming Assets.”

39

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 overall appropriateness of the ACL-Loans, management applies an allocation methodology which focuses on evaluation of 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 nonaccrual 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 factors involves significant judgment; therefore, management considers the ACL-Loans a critical accounting estimate, as further discussed under “Critical Accounting Estimates – Allowance for Credit Losses - Loans.”

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 in 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 could require the Company to make additions to the ACL-Loans or 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 December 31, 2025, the ACL-Loans was $69 million (representing 1.01% of period end loans) compared to $66 million (representing 1.00% of period end loans) at December 31, 2024. The increase in the ACL-Loans during both 2025 and 2024 was due to solid organic loan growth. Net charge-offs remain negligible. The components of the ACL-Loans are detailed further in Tables 8 and 9 below.

Table 8: Allowance for Credit Losses - Loans

(in thousands)

Years Ended December 31,

2025

2024

2023

Allowance for credit losses - loans:

Beginning balance

$

66,322 

$

63,610 

$

61,829 

Net charge-offs:

Commercial & industrial

(1,396)

(867)

80 

Owner-occupied CRE

6 

124 

(526)

Agricultural

(65)

— 

(63)

CRE investment

— 

— 

— 

Construction & land development

— 

— 

— 

Residential construction

— 

— 

— 

Residential first mortgage

(97)

33 

(2)

Residential junior mortgage

2 

9 

(95)

Retail & other

(266)

(337)

(263)

   Total net charge-offs

(1,816)

(1,038)

(869)

Provision for credit losses

4,300 

3,750 

2,650 

Ending balance of ACL-Loans

$

68,806 

$

66,322 

$

63,610 

Ratio of net charge-offs to average loans by loan composition:

Commercial & industrial

0.10 

%

0.06 

%

(0.01)

%

Owner-occupied CRE

— 

%

(0.01)

%

0.05 

%

Agricultural

— 

%

— 

%

0.01 

%

CRE investment

— 

%

— 

%

— 

%

Construction & land development

— 

%

— 

%

— 

%

Residential construction

— 

%

— 

%

— 

%

Residential first mortgage

0.01 

%

— 

%

— 

%

Residential junior mortgage

— 

%

— 

%

0.05 

%

Retail & other

0.62 

%

0.60 

%

0.48 

%

Total net charge-offs to average loans

0.03 

%

0.02 

%

0.01 

%

The allocation of the ACL-Loans by loan category for each of the past three years is shown in Table 9. The largest portions of the ACL-Loans were allocated to commercial & industrial loans and CRE investment loans, representing 24%, and 22%, respectively, of the ACL-Loans at December 31, 2025, which was unchanged from December 31, 2024. The next largest portion of the ACL-Loans was allocated to agricultural loans, representing 14% and 15%, of the ACL-Loans at December 31, 2025 and December 31, 2024, respectively. This change in ACL-Loans allocation was attributable to changes in current and forecasted risk trends within loan categories, as well as changes in loan portfolio composition.

40

Table 9: Allocation of the Allowance for Credit Losses - Loans

December 31, 2025

December 31, 2024

December 31, 2023

(in thousands)

Allocated Allowance

% of Loan Portfolio

ACL Category as a % of Total ACL

Allocated Allowance

% of Loan Portfolio

ACL Category as a % of Total ACL

Allocated Allowance

% of Loan Portfolio

ACL Category as a % of Total ACL

Commercial & industrial

$

16,905 

20 

%

24 

%

$

16,147 

20 

%

24 

%

$

15,225 

20 

%

24 

%

Owner-occupied CRE

5,289 

14 

%

8 

%

5,362 

14 

%

8 

%

9,082 

15 

%

14 

%

Agricultural

9,434 

21 

%

14 

%

9,957 

20 

%

15 

%

12,629 

18 

%

20 

%

CRE investment

15,038 

17 

%

22 

%

14,616 

18 

%

22 

%

12,693 

18 

%

20 

%

Construction & land development

3,611 

5 

%

5 

%

2,658 

4 

%

4 

%

2,440 

5 

%

4 

%

Residential construction

1,250 

1 

%

2 

%

1,234 

1 

%

2 

%

916 

1 

%

— 

%

Residential first mortgage

13,310 

17 

%

19 

%

12,590 

18 

%

19 

%

7,320 

19 

%

12 

%

Residential junior mortgage

3,351 

4 

%

5 

%

2,827 

4 

%

4 

%

2,098 

3 

%

4 

%

Retail & other

618 

1 

%

1 

%

931 

1 

%

2 

%

1,207 

1 

%

2 

%

Total ACL-Loans

$

68,806 

100 

%

100 

%

$

66,322 

100 

%

100 

%

$

63,610 

100 

%

100 

%

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. In addition to the discussion that follows, accounting policies for loans and the ACL-Loans are described in Note 1, “Nature of Business and Significant Accounting Policies,” and additional credit quality disclosures are included in Note 4, “Loans, Allowance for Credit Losses - Loans, and Credit Quality,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

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. At December 31, 2025, nonperforming assets were $32 million and represented 0.35% of total assets, compared to $29 million or 0.33% of total assets at December 31, 2024.

The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining 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 $71 million and $68 million at December 31, 2025 and 2024, respectively. 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 underlying real estate or collateral values.

41

Table 10: Nonperforming Assets

(in thousands)

December 31, 2025

December 31, 2024

December 31, 2023

Nonperforming loans:

Commercial & industrial

$

10,314 

$

8,534 

$

4,046 

Owner-occupied CRE

6,938 

4,547 

4,399 

Agricultural

10,476 

9,969 

12,185 

CRE investment

497 

1,688 

1,453 

Construction & land development

— 

— 

161 

Residential construction

— 

— 

— 

Residential first mortgage

3,022 

3,370 

4,059 

Residential junior mortgage

311 

185 

150 

Retail & other

121 

126 

172 

Total nonaccrual loans

31,679 

28,419 

26,625 

Accruing loans past due 90 days or more

— 

— 

— 

    Total nonperforming loans

$

31,679 

$

28,419 

$

26,625 

OREO:

Commercial real estate owned

$

70 

$

80 

$

305 

Residential real estate owned

— 

16 

154 

Bank property real estate owned

597 

597 

808 

  Total OREO

667 

693 

1,267 

   Total nonperforming assets (NPAs)

$

32,346 

$

29,112 

$

27,892 

Nonaccrual loans (included above) covered by guarantees

$

10,483 

$

7,463 

$

5,785 

Ratios:

Nonperforming loans to total loans

0.46 

%

0.43 

%

0.42 

%

NPAs to total loans plus OREO

0.47 

%

0.44 

%

0.44 

%

NPAs to total assets

0.35 

%

0.33 

%

0.33 

%

ACL-Loans to nonperforming loans

217 

%

233 

%

239 

%

ACL-Loans to total loans

1.01 

%

1.00 

%

1.00 

%

Investment Securities Portfolio

The investment securities portfolio is intended to provide Nicolet with adequate liquidity, flexible asset/liability management and a source of stable income. The portfolio is structured with minimal credit exposure to Nicolet. All investment securities are classified at the time of purchase as available for sale (“AFS”) or held to maturity (“HTM”). In addition to the discussion that follows, the investment securities portfolio accounting policies are described in Note 1, “Nature of Business and Significant Accounting Policies,” and additional disclosures are included in Note 3, “Securities and Other Investments,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

42

At December 31, 2025, the investment securities portfolio totaled $860 million (representing 9% of total assets), compared to investment securities of $806 million (representing 9% of total assets) at December 31, 2024, all classified as securities AFS. The investment securities portfolio increased $53 million (7%) from December 31, 2024, and included a shift in mix, from corporate debt securities and state, county, and municipals to mortgage-backed securities. The fair value of the total securities AFS portfolio was an unrealized loss of $34 million at December 31, 2025, compared to an unrealized loss of $66 million at December 31, 2024.

Nicolet also had other investments of $63 million and $62 million at December 31, 2025 and 2024, respectively, consisting primarily of capital stock in the Federal Reserve and the Federal Home Loan Bank (“FHLB”) (required as members of the Federal Reserve Bank System and the FHLB System), equity securities with readily determinable fair values, and to a lesser degree equity investments in other private companies. The FHLB and Federal Reserve investments are “restricted” in that they can only be sold back to the respective institutions or another member institution at par, and are thus not liquid, have no ready market or quoted market value, and are carried at cost. The private company equity investments have no quoted market prices, and are carried at cost less impairment charges, if any. The other investments are evaluated periodically for impairment, considering financial condition and other available relevant information.

Table 11: Investment Securities Portfolio Maturity Distribution (1)

Securities AFS at December 31, 2025

Within

One Year

After One

but Within

Five Years

After Five

but Within

Ten Years

After

Ten Years

Mortgage-

backed

Securities

Total

Amortized

Cost

Total

Fair

Value

 (in thousands)

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

U.S. Treasury securities

$

9,453 

1.8 

%

$

15,603 

2.6 

%

$

— 

— 

%

$

— 

— 

%

$

— 

— 

%

$

25,056 

3.0 

%

$

24,054 

U.S. government agency securities

952 

1.9 

%

2,969 

8.3 

%

39 

7.1 

%

229 

8.3 

%

— 

— 

%

4,189 

6.7 

%

4,172 

State, county and municipals

9,136 

2.8 

%

142,087 

2.3 

%

72,381 

3.1 

%

66,222 

3.6 

%

— 

— 

%

289,826 

2.8 

%

274,824 

Mortgage-backed securities

— 

— 

%

— 

— 

%

— 

— 

%

— 

— 

%

513,715 

3.3 

%

513,715 

3.3 

%

496,781 

Corporate debt securities

7,644 

3.5 

%

21,748 

5.8 

%

24,750 

4.8 

%

7,160 

6.1 

%

— 

— 

%

61,302 

5.1 

%

60,003 

Total amortized cost

$

27,185 

2.8 

%

$

182,407 

2.9 

%

$

97,170 

3.6 

%

$

73,611 

3.9 

%

$

513,715 

3.3 

%

$

894,088 

3.3 

%

$

859,834 

Total fair value

$

27,119 

$

174,587 

$

91,830 

$

69,517 

$

496,781 

$

859,834 

3 

%

20 

%

11 

%

8 

%

58 

%

100 

%

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

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, such as mutual funds, money market funds, annuities, and other brokerage investment products. 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. Additional disclosures on deposits are included in Note 8, “Deposits,” in the Notes to Consolidated Financial Statements, under Part II, Item 8. See Table 2 for information on average deposit balances and deposit rates.

Table 12: Period End Deposit Composition

(in thousands)

December 31, 2025

December 31, 2024

December 31, 2023

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Noninterest-bearing demand

$

1,828,928 

24 

%

$

1,791,228 

24 

%

$

1,958,709 

27 

%

Interest-bearing demand

1,263,276 

16 

%

1,168,560 

16 

%

1,055,520 

15 

%

Money market

2,056,550 

26 

%

1,942,367 

26 

%

1,891,287 

26 

%

Savings

834,520 

11 

%

774,707 

11 

%

768,401 

11 

%

Time

1,747,497 

23 

%

1,726,822 

23 

%

1,523,883 

21 

%

   Total deposits

$

7,730,771 

100 

%

$

7,403,684 

100 

%

$

7,197,800 

100 

%

Brokered transaction accounts

$

175,776 

2 

%

$

163,580 

2 

%

$

166,861 

2 

%

Brokered time deposits

405,050 

5 

%

586,852 

8 

%

448,582 

6 

%

   Total brokered deposits

$

580,826 

7 

%

$

750,432 

10 

%

$

615,443 

8 

%

Customer transaction accounts

$

5,807,498 

75 

%

$

5,513,282 

75 

%

$

5,507,056 

77 

%

Customer time deposits

1,342,447 

18 

%

1,139,970 

15 

%

1,075,301 

15 

%

   Total customer deposits (core)

$

7,149,945 

93 

%

$

6,653,252 

90 

%

$

6,582,357 

92 

%

43

Total deposits were $7.7 billion at December 31, 2025, a $327 million (4%) increase over year-end 2024, including a $497 million (7%) increase in customer deposits (core), partly offset by a $170 million reduction in brokered deposits. On average, deposits grew $349 million (5%) between 2025 and 2024 (as detailed in Table 2). Average customer deposits (core) increased $386 million, while average brokered deposits decreased $37 million from the prior year.

At December 31, 2025, Nicolet had $433 million of time deposits that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. The following table provides information on the maturity distribution of those time deposits, including the portion of those time deposits in excess of the FDIC insurance limits (over $250,000) as of December 31, 2025.

Table 13: Maturity Distribution of Uninsured Time Deposits

(in thousands)

Time Deposits Over FDIC Insurance Limits

Portion of Time Deposits in Excess of FDIC Insurance Limits

3 months or less

$

125,375 

$

65,624 

Over 3 months through 6 months

111,930 

66,430 

Over 6 months through 12 months

128,706 

71,206 

Over 12 months

67,416 

29,666 

Total

$

433,427 

$

232,926 

Estimated total uninsured deposits were $2.5 billion (representing 32% of total deposits) and $2.2 billion (representing 30% of total deposits) as of December 31, 2025 and 2024, respectively.

Other Funding Sources

Other funding sources include short-term and long-term borrowings. Short-term borrowings (with an original contractual maturity of one year or less) generally may consist of short-term FHLB advances, customer repurchase agreements or federal funds purchased. Long-term borrowings (with an original contractual maturity of over one year) include FHLB advances, junior subordinated debentures, and subordinated notes. The interest on all long-term borrowings is current.

There were no short-term borrowings outstanding at either December 31, 2025 or December 31, 2024. Long-term borrowings were $135 million and $161 million at December 31, 2025 and 2024, respectively. See Note 9, “Short and Long-Term Borrowings,” of the Notes to Consolidated Financial Statements under Part II, Item 8 for additional disclosures and see section “Liquidity Management,” for information on available funding sources at December 31, 2025.

RISK MANAGEMENT AND CAPITAL

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 $660 million and $536 million at December 31, 2025 and 2024, respectively. Balances of these liquid assets are dependent on our operating, investing, and financing activities during any given period.

The $124 million increase in cash and cash equivalents since year-end 2024 included $154 million net cash provided by operating activities (mostly earnings) and $201 million net cash provided by financing activities (mostly strong deposit growth partly offset by repayments of borrowings, common stock repurchases and cash dividends), partially offset by $231 million net cash used in investing activities (mostly to fund loan growth and investment purchases). As of December 31, 2025, 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 December 31, 2025, approximately 58% 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 December 31, 2025, are presented in Table 14 below.

44

Table 14: Liquidity Sources

(in millions)

December 31, 2025

Fed Funds Lines

$

175 

Brokered Capacity

1,352 

Total Uncollateralized Lines

1,527 

Securities Collateral Available

512 

FHLB Borrowing Availability

624 

Fed Discount Window

12 

Total Collateralized Lines

1,148 

Total Liquidity Funding Availability

$

2,675 

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 December 31, 2025, the Parent Company had $188 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, as more fully described in “Business—Regulation of the Bank – Payment of Dividends” under Part I, Item 1, and in Note 17, “Regulatory Capital Requirements,” in the Notes to the Consolidated Financial Statements under Part II, Item 8. 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 its financial strategy and risk management, Nicolet attempts to understand and manage the impact of fluctuations in market interest rates on its 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 other 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 Asset and Liability Committee.

To understand and manage the impact of fluctuations in market interest rates on net interest income, Nicolet measures its 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, Nicolet 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 December 31, 2025 and 2024, the projected changes in net interest income over a one-year time horizon, versus the baseline, are presented in Table 15 below. The results were in compliance with Nicolet’s policy guidelines.

45

Table 15: Interest Rate Sensitivity

December 31, 2025

December 31, 2024

200 bps decrease in interest rates

(3.8)

%

(2.5)

%

100 bps decrease in interest rates

(2.0)

%

(1.3)

%

100 bps increase in interest rates

2.1 

%

1.3 

%

200 bps increase in interest rates

4.2 

%

2.6 

%

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 perhaps on their ability to repay loans. As such, there would likely be impacts on the general appetite of 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 for shareholder return.

Capital balances and changes in capital are presented in the Consolidated Statements of Changes in Stockholders’ Equity in Part II, Item 8. Further discussion of capital components is included in Note 12, “Stockholders’ Equity,” and a summary of dividend restrictions, as well as regulatory capital amounts and ratios for Nicolet and the Bank is presented in Note 17, “Regulatory Capital Requirements,” of the Notes to Consolidated Financial Statements under Part II, Item 8.

The Company’s and the Bank’s regulatory capital ratios remain above minimum regulatory ratios, including the capital conservation buffer. At December 31, 2025, 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. For a discussion of the regulatory restrictions applicable to the Company and the Bank, see section “Business-Regulation of Nicolet” and “Business-Regulation of the Bank,” included within Part I, Item 1. A summary of Nicolet’s and the Bank’s regulatory capital amounts and ratios, as well as selected capital metrics are presented in Table 16.

46

Table 16: Capital

($ in thousands)

December 31, 2025

December 31, 2024

Company Stock Repurchases: *

Common stock repurchased during the year (dollars)

$

76,561 

$

10,134 

Common stock repurchased during the year (shares)

646,002 

92,440 

Company Risk-Based Capital:

Total risk-based capital

$

1,107,849 

$

1,062,458 

Tier 1 risk-based capital

943,398 

882,056 

Common equity Tier 1 capital

902,964 

842,453 

Total capital ratio

14.8 

%

14.3 

%

Tier 1 capital ratio

12.6 

%

11.9 

%

Common equity tier 1 capital ratio

12.0 

%

11.4 

%

Tier 1 leverage ratio

10.7 

%

10.5 

%

Bank Risk-Based Capital:

Total risk-based capital

$

907,726 

$

864,090 

Tier 1 risk-based capital

835,920 

798,691 

Common equity Tier 1 capital

835,920 

798,691 

Total capital ratio

12.1 

%

11.7 

%

Tier 1 capital ratio

11.2 

%

10.8 

%

Common equity tier 1 capital ratio

11.2 

%

10.8 

%

Tier 1 leverage ratio

9.5 

%

9.5 

%

* Reflects only the common stock repurchased under Board authorizations.

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 December 31, 2025, there remained $19 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. Subsequently, on January 20, 2026, the Board approved a $60 million increase to the common stock repurchase authorization.

Off-Balance Sheet Arrangements, Lending-Related Commitments and Contractual Obligations

Nicolet is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. 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. At December 31, 2025, interest rate lock commitments to originate residential mortgage loans held for sale of $28 million (included in the commitments to extend credit) and forward commitments to sell residential mortgage loans held for sale of $24 million are considered derivative instruments. Further information and discussion of these commitments is included in Note 14, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements, under Part II, Item 8.

The table below outlines the principal amounts and timing of Nicolet’s contractual obligations. The amounts presented below exclude amounts due for interest, if applicable, and include any unamortized premiums / discounts or other similar carrying value adjustments. As of December 31, 2025, Nicolet had the following contractual obligations. Further discussion of the nature of each obligation is included in the referenced note of the Notes to Consolidated Financial Statements, under Part II, Item 8.

Table 17: Contractual Obligations

 (in thousands)

Note

Maturity by Years

Reference

Total

1 or less

1-3

3-5

Over 5

Time deposits

8

$

1,747,497 

$

1,194,056 

$

371,764 

$

181,667 

$

10 

Long-term borrowings

9

134,860 

— 

— 

— 

134,860 

Operating leases

5

5,494 

1,465 

2,496 

963 

570 

Total long-term contractual obligations

$

1,887,851 

$

1,195,521 

$

374,260 

$

182,630 

$

135,440 

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, assumptions or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on historical experience, current information, and other factors deemed to be relevant; accordingly, as this information changes, actual results could differ from those estimates. Nicolet considers accounting estimates to be critical to reported financial results if the accounting estimate requires management to make assumptions

47

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 estimate we consider to be critical is the determination of the allowance for credit losses. In addition to the discussion that follows, the accounting policies related to this critical estimate is included in Note 1, “Nature of Business and Significant Accounting Policies,” in the Notes to Consolidated Financial Statements, under Part II, Item 8.

Allowance for Credit Losses - Loans

Management’s evaluation process used to determine the appropriateness of the ACL-Loans is inherently subjective as it requires material estimates and assumptions. This evaluation process involves gathering and interpreting many qualitative and quantitative factors which could affect our estimate of lifetime expected credit losses. Because interpretation and analysis involve judgment, current economic or business conditions can change, and future events are inherently difficult to predict, the anticipated amount of estimated credit losses and therefore the appropriateness of the ACL-Loans could change significantly.

The allowance methodology applied by Nicolet is designed to assess the appropriateness of the ACL-Loans and includes allocations for individually evaluated credit-deteriorated loans and loss factor allocations for all remaining loans, with a component primarily based on historical loss rates and a component primarily based on other qualitative and environmental factors. The methodology includes evaluation and consideration of several factors, including but not limited to: management’s ongoing review and grading of the loan portfolio, evaluation of facts and issues related to specific loans, consideration of historical loan loss and delinquency experience on each portfolio segment, trends in past due and nonaccrual loans, the risk characteristics of specific loans or various loan segments, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, the fair value of underlying collateral, existing economic conditions, and other qualitative and quantitative factors which could affect expected credit losses. In addition, the model considers reasonable and supportable economic forecasts to assess the collectability of future cash flows. While management uses the best information available to make its evaluation, future adjustments to the ACL-Loans may be necessary if there are significant changes in economic conditions (both current and forecast) or circumstances underlying the collectability of loans. Because each of the criteria used is subject to change, the allocation of the ACL-Loans is made for analytical purposes and is not necessarily indicative of the trend of future credit losses in any particular loan category. The ACL-Loans is available to absorb losses from any segment of the loan portfolio. Management believes the ACL-Loans is appropriate at December 31, 2025. The allowance analysis is reviewed by the Board on a quarterly basis in compliance with regulatory requirements.

Consolidated net income and stockholders’ equity could be affected if management’s estimate of the ACL-Loans necessary to cover expected credit losses is subsequently materially different, requiring a change in the level of provision for credit losses to be recorded. While management uses currently available information to recognize expected credit losses on loans, future adjustments to the ACL-Loans may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating customer cash flows, and changes in economic conditions or forecasts that affect Nicolet’s customers. As an integral part of their examination process, federal regulatory agencies also review the ACL-Loans. Such agencies may require 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 about information available to them at the time of their examination.
