Nicolet Bankshares Inc 2024年度报告

FORM10-K For the transition period from…………to…………. Commission file number001-37700NICOLET BANKSHARES, INC.(Exact name of registrant as specified in its charter) 111 North Washington StreetGreen Bay,Wisconsin54301(920)430-1400 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 28, 2024, (the last business day of the registrant’s most recently completed second fiscal quarter) the aggregate market value of thecommon stock held by nonaffiliates of the registrant was approximately $1.1billion based on the closing sale price of $83.04 per share as reported onthe New York Stock Exchange on June 28, 2024. As of February24, 202515,258,825shares of common stock were outstanding. DOCUMENTSINCORPORATED BY REFERENCE Portions of the Proxy Statement (the “2025 Proxy Statement”) for the 2025 Annual Meeting of Shareholders to be held on May 19, 2025, areincorporated by reference into Part III of this Annual Report on Form 10-K. Nicolet Bankshares, Inc.TABLE OF CONTENTS Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities28Item 6.[Reserved]29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosures about Market Risk49Item 8.Financial Statements and Supplementary Data50Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure95Item 9A.Controls and Procedures95Item 9B.Other Information95Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections96 Item 10.Directors, Executive Officers and Corporate Governance96Item 11.Executive Compensation97Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters97Item 13.Certain Relationships and Related Transactions, and Director Independence97Item 14.Principal Accountant Fees and Services97 Forward-Looking Statements Statements made in this Annual Report on Form 10-K and in any documents that are incorporated by reference which are not purelyhistorical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. In particular, informationappearing under “Business,” “Risk Factors,” and “Management’s Discussion and Analysis