Sec Form 4 Filing - DANIELS MICHAEL E @ NICOLET BANKSHARES INC - 2023-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DANIELS MICHAEL E 2. Issuer Name and Ticker or Trading Symbol NICOLET BANKSHARES INC [ NIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O NICOLET NATIONAL BANK, 111 NORTH WASHINGTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2023 (Street) GREEN BAY, WI54301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,252 I By 401(k) Plan Common Stock 9,803 I By Spouse Common Stock 11/14/2023 F 423 ( 1 ) D $ 78.12 82,390 D Common Stock 11/14/2023 M 77,205 A $ 48.85 159,595 D Common Stock 11/14/2023 S 77,205 D $ 74.05 ( 2 ) 82,390 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Exp iration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 48.85 11/14/2023 M 77,205 ( 4 ) 05/16/2027 Common Stock 77,205 $ 0 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DANIELS MICHAEL E C/O NICOLET NATIONAL BANK 111 NORTH WASHINGTON STREET GREEN BAY, WI54301 X President & CEO Signatures /s/ H. Phillip Moore, Jr., as attorney-in-fact for Michael E. Daniels 11/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to satisfy tax obligation of vested restricted stock. ( 2 )The price reported in column 4 is a weighted average price. These shares sold in multiple transactions at prices ranging from $74.05 to $74.18, inclusive. Mr. Daniels undertakes to provide to Nicolet Bankshares, Inc., any security holder of Nicolet Bankshares, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. ( 3 )Includes a total of 808 shares owned by Mr. Daniels in the Employee Stock Purchase Plan. Mr. Daniels has not acquired additional shares under the Employee Stock Purchase Plan since Mr. Daniels last Form 4 filing dated November 8, 2023. ( 4 )The non-qualified stock option fully vested as of May 16, 2022, and is currently exercisable as to all remaining 125,000 shares.

Remarks: On Mr. Daniels Form 4 filed November 8, 2023, it was noted that Mr. Daniels was effectuating certain actions as part of his estate planning process and may elect to exercise 100,000 fully vested non-qualified stock options through broker-assisted cashless exercises for these estate planning purposes. As of the date of this report, November 16, 2023, Mr. Daniels has completed his exercise of 100,000 fully vested non-qualified stock options for his estate planning purposes and has 125,000 remaining fully vested non-qualified stock options available from his original grant of 225,000 shares dated May 16, 2017.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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