111 North Washington Street 
Green Bay, Wisconsin 54301 
(920) 430-1400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Approximate Date of Commencement of Proposed Sale of the Securities to the Public:    As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

(1)

The estimated maximum number of shares of Nicolet Bankshares, Inc. (“Nicolet”) common stock to be issuable upon completion of the merger of Nicolet and First Menasha Bancshares, Inc. (“First Menasha”), as described herein and pursuant to the terms of the Agreement and Plan of Merger by and between Nicolet and First Menasha, dated as of November 3, 2016, and attached to the proxy statement-prospectus as Appendix A . Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

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(2)

The proposed maximum aggregate offering price of the registrant’s common stock was calculated based upon the market value of shares of First Menasha common stock (the securities to be cancelled in the merger) in accordance with Rules 457(c) and 457(f) under the Securities Act as follows: (A) the product of   (i) $133.03, the average of the bid and asked price per share of First Menasha common stock as quoted on the OTCQX on December 6, 2016, and (ii) the estimated maximum number of shares of First Menasha common stock that may be exchanged in the merger, less (B) the minimum amount of cash to be paid by Nicolet in respect of shares of First Menasha common stock in the merger.

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(3)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rules 457(f) and 457(c) under the Securities Act, based on a rate of  $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

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

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement-prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement-prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary — Subject to Completion Dated December 12, 2016

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

The boards of directors of First Menasha Bancshares, Inc. (“First Menasha”) and Nicolet Bankshares, Inc. (“Nicolet”) have each unanimously approved a transaction that will result in the merger of First Menasha with and into Nicolet. Nicolet will be the surviving bank holding company in the merger. If the merger is completed, First Menasha shareholders will receive, at the election of each holder, cash of  $131.50 per share of First Menasha common stock or 3.411 shares of Nicolet common stock for each share of First Menasha common stock (the “exchange ratio”), subject to proration procedures such that between 146,800 and 234,900 shares (or approximately 25% to 40% of the issued shares) of First Menasha common stock shall be exchanged for cash and the remaining shares shall be exchanged for Nicolet common stock or cancelled pursuant to the merger agreement. Further, the exchange ratio may fluctuate in the event that the Nicolet Common Stock Price, as defined in the merger agreement, is (a) greater than $43.55, in which case the exchange ratio would become floating at the quotient of  $148.55 divided by the Nicolet Common Stock Price, or (b) less than $33.55, in which case the exchange ratio would become floating at the quotient of  $114.44 divided by the Nicolet Common Stock Price. After the merger is completed, we expect that current First Menasha shareholders will own between [•]% and [•]% of the outstanding shares of common stock of Nicolet, depending on the aggregate merger consideration elections and assuming no adjustment to the exchange ratio.

Nicolet’s common stock trades on the Nasdaq Capital Market under the symbol “NCBS.” The closing price of Nicolet common stock was $38.09 per share on November 3, 2016, the last trading day before public announcement of the merger. The closing price of Nicolet common stock was $[•] per share on [•], the last trading day before the date of this proxy statement/prospectus. First Menasha’s common stock is quoted on the OTCQX under the symbol “FMBJ.” The last known trade of First Menasha common stock prior to public announcement of the merger was $77.00 per share on September 29, 2016. The shares of Nicolet common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will trade on the Nasdaq Capital Market.

We cannot complete the merger unless we obtain the necessary governmental approvals and unless the shareholders of First Menasha approve the merger agreement and the transactions contemplated thereby. First Menasha is asking its shareholders to consider and vote on this merger proposal at First Menasha’s special meeting of shareholders. Whether or not you plan to attend the special meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote FOR the merger agreement and the transactions contemplated thereby. If you do not vote your shares as instructed in the enclosed proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the merger.

The special meeting will be held on [•] at [•] [•].m., at [•].

This document contains a more complete description of the special meeting and the terms of the merger. We urge you to review this entire document carefully. You may also obtain additional information about Nicolet from documents that Nicolet has filed with the Securities and Exchange Commission.

The First Menasha board of directors recommends that First Menasha shareholders vote FOR approval of the merger agreement and the transactions contemplated thereby.

You should read this entire proxy statement-prospectus carefully because it contains important information about the merger. In particular, you should read carefully the information under the section entitled “Risk Factors,” beginning on page 9 .

Neither the Securities and Exchange Commission nor any state securities regulators have approved or disapproved of the securities to be issued in the merger or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Nicolet common stock to be issued in the merger are not deposits or savings accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement-prospectus is dated [•], and is first being mailed to First Menasha’s shareholders on or about [•].

PLEASE NOTE

We have not authorized anyone to provide you with any information other than the information included in this proxy statement-prospectus and the documents to which we refer you herein. If someone provides you with other information, please do not rely on it as being authorized by us.

This proxy statement–prospectus has been prepared as of the date on the cover page. There may be changes since that date in the affairs of First Menasha or Nicolet that are not reflected in this document.

As used in this proxy statement-prospectus, the terms “First Menasha” and “Nicolet” refer to First Menasha Bancshares, Inc. and Nicolet Bankshares, Inc., respectively. Where the context requires, “First Menasha” may refer to First Menasha Bancshares, Inc. and its subsidiaries, including The First National Bank – Fox Valley. Similarly, “Nicolet” may refer to Nicolet Bankshares, Inc. and its subsidiaries, including Nicolet National Bank.

Unless the context indicates otherwise, all references to the “merger agreement” refer to the Agreement and Plan of Merger dated November 3, 2016, between Nicolet and First Menasha, which is included in its entirety at Appendix A .

First Menasha Bancshares, Inc.
550 South Green Bay Road
Neenah, Wisconsin 54956

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [•], 2017

To the Shareholders of First Menasha Bancshares, Inc.:

First Menasha Bancshares, Inc. will hold a special meeting of shareholders at [•], on [•], 2017, at [•] [•].m., local time, for the following purposes:

1.    Merger.    To authorize, approve and adopt the Agreement and Plan of Merger by and between First Menasha Bancshares, Inc. and Nicolet Bankshares, Inc., pursuant to which First Menasha will merge with and into Nicolet, and the other transactions contemplated by the merger agreement. A copy of the merger agreement is attached to the accompanying proxy statement-prospectus as Appendix A .

2.    Other business.    To transact such other business as may properly come before the special meeting or any adjournments or postponements of the special meeting.

3.    Adjournment.    To adjourn the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement and the transactions contemplated by the merger agreement.

Only shareholders of record at the close of business on [•], the record date, are entitled to notice of and to vote at the special meeting or any adjournments or postponements of the special meeting. The approval of the merger agreement requires the affirmative vote of at least a majority of the shares of First Menasha common stock outstanding on the record date.

After careful consideration, the First Menasha board of directors supports the merger and unanimously recommends that you vote FOR approval of the Agreement and Plan of Merger and the transactions contemplated thereby and FOR the adjournment proposal.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the special meeting, please take the time to vote by following the instructions in the enclosed proxy card. You may revoke your proxy at any time before it is voted by giving written notice of revocation to First Menasha’s Corporate Secretary or by filing a properly executed proxy card of a later date with First Menasha’s Corporate Secretary at or before the meeting. You may also revoke your proxy by attending the meeting, giving oral notice of your revocation, and voting your shares in person at the meeting.

First Menasha shareholders have dissenters’ rights with respect to the merger under Wisconsin law. Shareholders who wish to assert their dissenters’ rights and comply with the procedural requirements of Subchapter XIII of the Wisconsin Business Corporation Law will be entitled to receive payment of the fair value of their shares in cash in accordance with Wisconsin law. A copy of Subchapter XIII of the Wisconsin Business Corporation Law is attached as Appendix C to the proxy statement-prospectus.

We do not know of any other matters to be presented at the special meeting, but if other matters are properly presented, the persons named as proxies will vote on such matters at their discretion.

By Order of the Board of Directors

[•]
Peter J. Prickett
Chairman of the Board, President and Chief Executive Officer

Neenah, Wisconsin
[•]

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QUESTIONS AND ANSWERS

Q:

On what am I being asked to vote?

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A:

You are being asked to approve the Agreement and Plan of Merger by and between Nicolet and First Menasha, which we may refer to as the merger agreement, which provides for the merger of First Menasha with and into Nicolet, and the other transactions contemplated thereby. You are also being asked to approve a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement and the transactions contemplated by the merger agreement.

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Q:

How does the board of directors recommend I vote on the merger agreement?

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A:

The board of directors of First Menasha has unanimously approved and adopted the merger agreement and recommends that First Menasha shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby, and “FOR” approval of the adjournment proposal.

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Q:

What will happen to The First National Bank – Fox Valley as a result of the merger?

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A:

If the merger occurs, The First National Bank – Fox Valley, which is a wholly owned subsidiary of First Menasha, will be merged with and into Nicolet National Bank, which is a wholly owned subsidiary of Nicolet. We may refer to this transaction as the “bank merger.” Nicolet National Bank will be the surviving entity in the bank merger.

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Q:

What vote is required to approve the merger agreement and the transactions contemplated thereby?

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A:

The merger cannot be completed unless a majority of the outstanding shares of First Menasha vote to approve the merger agreement and the transactions contemplated thereby.

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Q:

What will I receive in the merger?

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A:

If the merger is completed, each share of First Menasha common stock (excluding treasury shares, shares held directly or indirectly by Nicolet (other than in a fiduciary capacity or in connection with debts previously contracted), shares underlying restricted stock awards, and dissenting shares; all such shares are referred to herein as the “cancelled shares”) will be converted into the right to receive, at the holder’s election and subject to the proration and the exceptions explained further below, 3.411 shares of Nicolet common stock (the “per share stock consideration”) or cash of  $131.50 per share of First Menasha common stock (the “per share cash consideration”).

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Merger Consideration Election Procedures

Each First Menasha shareholder may make an election to exchange their First Menasha shares for Nicolet common stock (“stock election shares”), cash (“cash election shares”), or a mix of both. Nicolet or Computershare Trust Company, N.A. (the “exchange agent”) will mail to all shareholders an election form and customary transmittal materials following the mailing of the proxy statement. Completed election forms will be due five business days prior to the closing of the merger (the “election deadline”). At this time, we expect the election deadline to be 5:00 p.m. Eastern Time on [•]. Any shares for which a completed election form is not received by the election deadline will be treated as shares not making an election preference for cash or stock (“no-election shares”).

Merger Consideration Proration and Allocation Procedures

The total number of shares of First Menasha common stock that will be converted into the cash consideration shall be no less than 146,800 shares (the “Cash Election Minimum Threshold,” equal to approximately 25% of the issued shares of First Menasha common stock) and no more than 234,900 shares (the “Cash Election Maximum Threshold,” equal to approximately 40% of the issued shares of First Menasha common stock), with the remaining shares being converted into the stock consideration. As a result, the total consideration to be paid in respect of First Menasha common

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stock shall consist of between approximately 25% and 40% cash, with the remaining shares being exchanged for Nicolet common stock or cancelled. Any cash payments in respect of cancelled shares, including shares underlying restricted stock awards and dissenting shares, and cash in lieu of fractional shares, will not be counted in determining either of the Cash Election Minimum Threshold or the Cash Election Maximum Threshold.

If the number of shares electing to receive the cash consideration is between the Cash Election Minimum Threshold and the Cash Election Maximum Threshold, each shareholder who elected a form of merger consideration will receive the merger consideration requested, with no proration, and no-election shares will be exchanged for the stock consideration. However, if cash is undersubscribed, certain stock election shares may be exchanged for the cash consideration. Alternatively, if cash is oversubscribed, certain cash election shares may be exchanged for the stock consideration. Generally, no-election shares will be reallocated to receive the form of merger consideration that is undersubscribed. See page [•] of this proxy statement-prospectus for a complete description of the allocation procedures, including examples.

Adjustment of Exchange Ratio

The merger agreement provides that the exchange ratio is fixed unless the Nicolet Common Stock Price (defined in the agreement as the volume weighted average closing price of Nicolet common stock on the Nasdaq Capital Market over the twenty trading day period ending on the third trading day prior to the closing date) is (a) greater than $43.55, to which the exchange ratio would become floating at the quotient of  $148.55 divided by the Nicolet Common Stock Price, or (b) less than $33.55, to which the exchange ratio would become floating at the quotient of  $114.44 divided by the Nicolet Common Stock Price.

Under no circumstances shall the number of shares of Nicolet common stock to be issued in the merger equal or exceed 20% of the number of outstanding shares of Nicolet common stock such that Nasdaq rules would require approval of the merger by Nicolet’s shareholders. The parties agree to reduce the number of shares of Nicolet common stock to be issued and to increase the cash to be issued pro rata to avoid such a shareholder vote.

Cash in Lieu of Fractional Shares

In lieu of any fractional shares of Nicolet common stock, First Menasha shareholders will receive an amount in cash (without interest and rounded to the nearest whole cent) as determined by multiplying the Nicolet Common Stock Price by the fractional share of Nicolet common stock to which such holder would otherwise be entitled.

Dividends of First Menasha

The merger agreement allows First Menasha to continue paying its regular quarterly dividends of $0.35 per share prior to consummation of the merger in the ordinary course of business. Though First Menasha’s board of directors currently expects to pay its regular quarterly dividends, the payment of such dividends is not guaranteed, nor is it a condition to the closing of the merger.

Relative Ownership of Nicolet following Closing

After the merger is completed, we expect that current Nicolet shareholders will own between [•]% and [•]% of the outstanding shares of common stock of the combined company, and current First Menasha shareholders will own between [•]% and [•]% of the outstanding shares of common stock of the combined company, depending on the aggregate merger consideration elections made by First Menasha shareholders and assuming no adjustment to the exchange ratio.

Q:

What are the federal income tax consequences of the merger to me?

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A:

Bryan Cave LLP has issued an opinion, which it will confirm as of the effective date of the merger, that the merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). First Menasha shareholders receiving solely stock

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consideration in the merger will not recognize gain for U.S. federal income tax purposes as a result of the surrender of First Menasha common stock for receipt of Nicolet common stock. However, First Menasha shareholders exchanging First Menasha common stock solely for cash in the merger, whether as a result of a valid election to receive the per share cash consideration, exercising dissenters’ rights, state-restricted shares, cash-out shares or otherwise, will generally recognize gain or loss in an amount equal to the difference between the amount of cash received and the First Menasha shareholder’s aggregate tax basis in its First Menasha common stock surrendered in exchange thereof. First Menasha shareholders exchanging First Menasha common stock for a combination of Nicolet common stock and cash will generally recognize gain (but not loss) in an amount equal to the lesser of  (i) the amount of cash received in the merger and (ii) the excess, if any, of   (A) the sum of the amount of cash and the fair market value of shares of Nicolet common stock received in the merger over (B) the First Menasha shareholder’s aggregate tax basis in the First Menasha common stock surrendered in exchange for Nicolet common stock. Each holder of First Menasha common stock who contemplates making a valid election to receive the per share cash consideration or exercising statutory dissenters’ or appraisal rights should consult its tax advisor as to the possibility that all or a portion of the payment received pursuant to either the election or the exercise of such rights will be treated as dividend income. First Menasha shareholders may also recognize gain for U.S. federal income tax purposes with respect to any cash received in lieu of fractional shares. Your tax treatment will depend on your specific situation and many variables not within our control. You should consult your own tax advisor for a full understanding of the tax consequences of the merger to you.

Q:

When do you expect the merger to be completed?

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A:

We are working to complete the merger on April 28, 2017, assuming First Menasha shareholders and the applicable bank regulatory agencies approve the merger and other conditions to closing are met. We could experience delays in meeting these conditions or be unable to meet them at all. See “Risk Factors” beginning on page [•] for a discussion of these and other risks relating to the merger.

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Q:

Will I be able to sell any shares of Nicolet common stock I receive pursuant to the merger?

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A:

Yes. The Nicolet common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and Nicolet will cause the shares to be issued in the merger to be listed on the Nasdaq Capital Market. All shares of Nicolet common stock that you receive pursuant to the merger will be freely transferable unless you are deemed an affiliate of Nicolet. Affiliates of Nicolet will be able to sell the shares they receive pursuant to the merger subject to applicable securities regulations. See “Resale of Nicolet Common Stock” on page [•].

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Q:

What should I do now?

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A:

After carefully reading and considering the information in this proxy statement-prospectus, follow the voting instructions included in the enclosed proxy card in order to vote your shares as soon as possible, so that your shares will be represented at the special meeting.

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NOTE: If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted “ FOR ” the proposal to approve the merger agreement and the transactions contemplated thereby, and “ FOR ” the adjournment proposal.

Q:

What if I do not vote?

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A:

If you do not vote, it will have the same effect as voting your shares against the merger.

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Q:

If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?

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A:

No. Your broker will vote your shares of stock on the merger agreement only if you provide instructions on how to vote. You should instruct your broker on how to vote your shares, following the directions your broker provides. If you do not provide instructions to your broker, and your broker submits an unvoted proxy, the resulting broker nonvote will not be counted toward a quorum and your shares will not be voted at your company’s special meeting, which will have the same effect as voting your shares against the merger.

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Q:

Can I change my vote after I deliver my proxy?

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A:

Yes. You can change your vote at any time before your proxy is voted at the special meeting. You can do this in three ways. First, you can revoke your proxy by giving written notice of revocation to First Menasha’s Corporate Secretary. Second, you can submit a new properly executed proxy with a later date to First Menasha’s Corporate Secretary at or before the special meeting. The latest proxy actually received before the meeting will be counted, and any earlier proxies will be revoked. Third, you can attend First Menasha’s special meeting, give oral notice of your revocation, and vote your shares in person. Any earlier proxy will be thereby revoked. However, simply attending the meeting without voting will not revoke your proxy. If you hold shares in “street name,” you must contact your broker prior to the special meeting if you wish to revoke your proxy or change your vote.

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Q:

Should I send in my stock certificates now?

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A:

No. Following the mailing of the proxy statement and the proxy, Nicolet or Nicolet’s exchange agent will send an election form, letter of transmittal and other customary transmittal materials providing written instructions for making an election as to the form of merger consideration to be received and for exchanging First Menasha common stock certificates for the merger consideration in accordance with the merger agreement. In any event, do not send your stock certificates with your proxy card. If you hold your shares in “street name” or “book-entry form” through a broker, the broker will provide separate instructions for voting and for surrendering and exchanging your shares.

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Q:

Who can help answer my questions?

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A:

If you would like additional copies of this document, or if you would like to ask any questions about the merger and related matters, you should contact:

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Michael Boettcher
Senior Vice President and Chief Financial Officer, The First National Bank – Fox Valley
550 South Green Bay Road
Neenah, WI 54956
(920) 729-6944
mboettcher@fnbfoxvalley.com

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process, Nicolet might not achieve the economic benefits expected to result from the merger. As with any merger of banking institutions, there also may be business disruptions that cause the combined entity to lose customers or cause customers to take their deposits out of our banks and move their business to other financial institutions.

First Menasha and Nicolet will be subject to business uncertainties while the merger is pending, which could adversely affect their respective businesses.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on First Menasha and Nicolet and consequently on the business and stock price of Nicolet after the merger. Although the parties intend to take steps to reduce any adverse effects, these uncertainties may impair their ability to attract, retain, and motivate key personnel until the merger is consummated and for a period of time thereafter, and such uncertainties could cause customers and others that deal with First Menasha or Nicolet to seek to change their existing business relationships. Employee retention could be particularly challenging during the merger, as employees may experience uncertainty about their roles in the combined company following the merger. If key employees depart because of issues relating to the perceived uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s business following the merger could be harmed and the market price of its common stock could decrease.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

The merger must be approved by the Federal Reserve, the OCC and the WDFI. The Federal Reserve, the OCC and the WDFI will consider, among other factors, the competitive impact of the merger, our financial and managerial resources and the convenience and needs of the communities to be served. As part of that consideration, we expect that the Federal Reserve, the OCC and the WDFI will review the capital position, safety and soundness, and legal and regulatory compliance matters and Community Reinvestment Act (“CRA”) matters. There can be no assurance as to whether other necessary approvals will be received, the timing of those approvals, or whether any conditions will be imposed.

The market price of Nicolet common stock after the merger may be affected by factors different from those currently affecting the market price of First Menasha.

The businesses of Nicolet and First Menasha differ in some respects and, accordingly, the results of operations of Nicolet and the market price of Nicolet’s shares of common stock after the merger may be affected by factors different from those currently affecting First Menasha’s results of operations. For a discussion of the businesses of Nicolet and First Menasha and of certain factors to consider in connection with those businesses, see “Information About First Menasha” at page [•] as well as “Information About Nicolet” at page [•].

The merger agreement limits First Menasha’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that limit First Menasha’s ability to discuss competing third-party proposals to acquire all or a significant part of either party or any of its subsidiaries. In addition, First Menasha has agreed to pay Nicolet a fee of  $3.25 million if Nicolet terminates the agreement after First Menasha’s board of directors withdraws or changes its recommendation of the merger agreement, if First Menasha terminates the merger agreement to accept an Acquisition Proposal that First Menasha’s board deems a Superior Proposal, as each term is defined in the merger agreement, or if either party terminates the merger agreement either because First Menasha’s shareholders did not approve the merger agreement or because the merger was not consummated on prior to November 3, 2017, and, within twelve months following such termination, First Menasha enters into a definitive agreement with respect to an Acquisition Proposal. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of First Menasha from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire First Menasha than it might otherwise have proposed to pay.

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Certain directors and executive officers of First Menasha have interests in the merger other than their interests as shareholders.

Certain directors and executive officers of First Menasha have interests in the merger other than their interests as shareholders. The board of directors of First Menasha was aware of these interests at the time it approved the merger. These interests may cause First Menasha’s directors and executive officers to view the merger proposal differently than you may view it. See “The Merger — Interests of Certain Persons in the Merger” at page [•].

Failure to complete the merger could negatively impact the stock price and future business and financial results of First Menasha.

If the merger is not completed for any reason, including as a result of First Menasha shareholders failing to approve the merger agreement and the merger, the ongoing business of First Menasha may be adversely affected and, without realizing any of the benefits of having completed the merger, First Menasha could be subject to a number of possible consequences, including the following:

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First Menasha may be required, under certain circumstances, to pay a termination fee to Nicolet;

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First Menasha is subject to certain restrictions on the conduct of business prior to completing the merger, which may adversely affect its ability to execute certain business strategies;

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First Menasha may experience negative impacts on its stock price or from customers, regulators and employees;

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First Menasha has incurred and will continue to incur certain costs and fees associated with the merger; and

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matters related to the merger (including integration planning) may require substantial commitments of time and resources by the management and employees of First Menasha, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to First Menasha as an independent company.

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You will experience a substantial reduction in percentage ownership and voting power with respect to your shares as a result of the merger.

First Menasha shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power through their stock ownership in Nicolet after the merger relative to their percentage ownership interest in First Menasha prior to the merger. If the merger is consummated, current First Menasha shareholders would own between [•] and [•]% of Nicolet’s outstanding common stock, depending on the aggregate merger consideration elections and assuming no adjustment to the exchange ratio, while current Nicolet shareholders would own the remaining [•] to [•]%. Consequently, First Menasha shareholders will have less voting power per share in Nicolet following the merger than they currently have in First Menasha as an independent entity. See “The Merger Agreement — What First Menasha Shareholders will Receive in the Merger” at page [•].

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competition from other financial services companies in the companies’ markets could adversely affect operations.

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The cautionary statements in the “Risk Factors” section and elsewhere in this proxy statement-prospectus, and other risks detailed in the parties’ press releases, shareholder communications and other SEC filings, including the Form 10-K filed by Nicolet for the year ended December 31, 2015, identify important factors and possible events that involve risk and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Nicolet and First Menasha do not intend to, and undertake no obligation to, update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements.

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THE FIRST MENASHA SPECIAL SHAREHOLDERS’ MEETING

Purpose

First Menasha shareholders are receiving this proxy statement-prospectus because on [•], the record date for a special meeting of shareholders to be held on [•], at [•] at [•] [•].m., they owned shares of the common stock of First Menasha, and the board of directors of First Menasha is soliciting proxies for the matters to be voted on at this special meeting, as described in more detail below. A copy of this proxy statement-prospectus was mailed to holders of First Menasha common stock on [•], accompanied by a proxy card for use at the meeting and at any adjournment(s) of the meeting.

At the meeting, First Menasha shareholders will consider and vote upon the merger agreement and the transactions contemplated thereby and any other matters that are properly brought before the meeting or any adjournments(s) of the meeting.

When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth on the proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, we ask that you instruct the proxies how to vote your shares in advance of the meeting just in case your plans change. In the event that other matters arise at the special meeting, the proxy holder will vote your shares according to his or her discretion.

If you have not already done so, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy card. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, the effect will be a vote against the merger agreement.

Record Date; Quorum and Vote Required

The record date for the First Menasha special meeting is [•]. First Menasha’s shareholders of record as of the close of business on that day will receive notice of and will be entitled to vote at the special meeting. As of the record date, there were [•] shares of First Menasha common stock outstanding and entitled to vote at the meeting. The outstanding shares are held by approximately [•] holders of record.

The presence, in person or by proxy, of a majority of the shares of First Menasha common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting. Each share of First Menasha common stock outstanding on the record date entitles its holder to one vote on the merger agreement and any other proposal that may properly come before the meeting.

To determine the presence of a quorum at the meeting, First Menasha will also count as present at the meeting the shares of First Menasha common stock present in person but not voting, and the shares of common stock for which First Menasha has received proxies but with respect to which the holders of such shares have abstained or signed without providing instructions as described in “Solicitation and Revocation of Proxies” below. Based on the number of shares of First Menasha common stock outstanding as of the record date, at least [•] shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First Menasha common stock as of the record date for the special meeting. Abstentions, shares not voted, and broker nonvotes will have the same effect as a vote against the merger proposal. Approval of the adjournment proposal requires that more votes be cast in favor of the adjournment proposal than against it; abstentions, shares not voted, and broker nonvotes will have no effect on this proposal.

As of the record date for the meeting, First Menasha’s directors and executive officers beneficially owned a total of  [•] shares, or approximately [•]% of the shares entitled to vote on the merger, of First Menasha common stock. We anticipate that these individuals will vote their shares in favor of the merger agreement. Certain of these individuals, representing approximately [•]% of the shares entitled to vote on

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the merger, have entered into a written agreement with Nicolet that they will vote their shares in favor of the merger agreement, except as may be limited by any existing fiduciary obligations to beneficial owners of such shares. In addition, Nicolet had voting power over approximately [•]% of the shares entitled to vote on the merger.

Solicitation and Revocation of Proxies

If you have delivered a signed proxy card for the First Menasha special meeting, you may revoke it at any time before it is voted by:

•

attending the meeting, giving oral notice of your revocation, and voting in person;

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giving written notice revoking your proxy to First Menasha’s Corporate Secretary prior to the date of the meeting; or

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•

submitting a signed proxy card that is dated later than your initial proxy card to First Menasha’s Corporate Secretary.

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The proxy holders will vote as directed on all valid proxies that are received at or prior to the meeting and that are not subsequently revoked. If you complete, date and sign your proxy card but do not provide instructions as to your vote, the proxy holders will vote your shares FOR approval of the merger proposal and FOR the adjournment proposal. If any other matters are properly presented at the meeting for consideration, the persons named in the proxy card will have discretionary authority to vote your shares on those matters. First Menasha’s board of directors is not aware of any matter to be presented at the meeting other than the merger proposal and the adjournment proposal.

If you hold shares in “street name” with a broker, bank, or other fiduciary, you will receive voting instructions from the holder of record of your shares. Under the rules of various national and regional securities exchanges, brokers, banks and other fiduciaries may generally vote your shares on routine matters, such as the ratification of an independent registered public accounting firm, even if you provide no instructions, but may not vote on non-routine matters, such as the matters being brought before the special meeting, unless you provide voting instructions. Shares for which a broker does not have the authority to vote are recorded as “broker nonvotes” and are not counted in the vote by shareholders, but will count for purposes of a quorum. As a result, any broker nonvotes will have the practical effect of a vote against the merger proposal but will not affect the adjournment proposal. We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the special meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. If you hold shares in “street name” and wish to change your vote at any time, you must contact your broker.

First Menasha will bear the cost of soliciting proxies from its shareholders. First Menasha will solicit shareholder votes by mail and may also solicit certain shareholders by other means of communication, including telephone or in person. If anyone solicits your vote in person, by telephone, or by other means of communication, they will receive no additional compensation for doing so. First Menasha will reimburse brokerage firms and other persons representing beneficial owners of shares for their reasonable expenses in forwarding solicitation material to those beneficial owners.

How to Vote Your Shares

Shareholders of record (i.e., those who own shares in their own name) can vote by mail or in person as follows:

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Voting by Mail.    Complete, sign, date, and return the enclosed proxy card in the envelope provided.

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Voting at the Special Meeting.    If you decide to attend the special meeting and vote in person, you may deposit your proxy card with a representative of First Menasha at the special meeting registration desk. You may also complete a ballot that will be distributed at the meeting. Whether or not you plan to attend the special meeting, please submit your proxy promptly in the enclosed envelope.

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“Street name” shareholders (i.e., those who own their shares in the name of a broker, bank, or other fiduciary) should refer to the information you receive from your broker to see which voting methods are available to you. Please note, if you are a street name shareholder and wish to vote in person at the special meeting, you must obtain a proxy executed in your favor from your broker to be able to vote at the special meeting.

You should not send any stock certificates with your proxy card. Following the mailing of the proxy, you will receive an election form and instructions for exchanging your stock certificates.

Dissenters’ Rights

First Menasha’s shareholders have dissenters’ rights with respect to the merger under Wisconsin law. Shareholders who wish to assert their dissenters’ rights and comply with the procedural requirements of Subchapter XIII of the Wisconsin Business Corporation Law (“WBCL”) will be entitled to receive payment of the fair value of their shares in cash in accordance with Wisconsin law. For more information regarding the exercise of these rights, see, “Dissenters’ Rights,” at page [•].

Recommendation of the Board of Directors of First Menasha

First Menasha’s board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, believes that the merger is in the best interests of First Menasha and its shareholders, and recommends that you vote FOR approval of the merger agreement and the transactions contemplated thereby and FOR the adjournment proposal.

For a discussion of the factors considered by the board of directors in reaching its conclusion, see “The Merger — Background of the Merger” at page [•] and “The Merger — Reasons for the Merger” at page [•].

Shareholders should note that First Menasha’s directors have certain interests in, and may derive benefits as a result of, the merger that are in addition to their interests as shareholders of First Menasha. See “The Merger — Interests of Certain Persons in the Merger” at page [•].

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THE PROPOSALS

Proposal 1 — Approval of the Merger Agreement and the Merger

At the special meeting, shareholders of First Menasha will be asked to approve the merger proposal providing for the merger of First Menasha with and into Nicolet. Shareholders of First Menasha should read this proxy statement-prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement-prospectus as Appendix A .

After careful consideration, the First Menasha board of directors, by a unanimous vote of all directors, approved the merger agreement and the merger, and found them to be advisable and in the best interests of First Menasha and its shareholders. See “The Merger — Background of the Merger” and “The Merger — Reasons for the Merger” included elsewhere in this proxy statement-prospectus for a more detailed discussion of the First Menasha board’s recommendation.

THE FIRST MENASHA BOARD UNANIMOUSLY RECOMMENDS THAT
FIRST MENASHA SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

Proposal 2 — Adjournment of the Special Meeting

If First Menasha does not receive a sufficient number of votes to constitute a quorum of the common stock or approve the merger agreement and the transactions contemplated thereby, it may propose to adjourn the special meeting for the purpose of soliciting additional proxies to establish such quorum or approve the merger proposal. First Menasha does not currently intend to propose adjournment of the special meeting if there are sufficient votes to approve the merger agreement and the transactions contemplated thereby. If approval of the proposal to adjourn the special meeting for the purpose of soliciting additional proxies is submitted to the First Menasha shareholders for approval, the approval requires the affirmative vote of the holders of a majority of the shares of common stock present, in person or by proxy, at the special meeting, whether or not a quorum is present.

THE FIRST MENASHA BOARD UNANIMOUSLY RECOMMENDS THAT
FIRST MENASHA SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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in February 2016 to redeem the preferred shares which had been issued to the United States Department of the Treasury under the Small Business Lending Fund (the “SBLF Preferred Shares”). The SBLF Preferred Shares had been an attractive source of capital, but the dividend rate on the SBLF Preferred Shares was scheduled to increase from 1.0% to 9.0% on March 15, 2016. The board of directors of First Menasha had always intended to use a portion of the capital raised to redeem the SBLF Preferred Shares if an attractive strategic opportunity was not forthcoming.

Given the foregoing background, in July 2016, the board of directors of First Menasha began considering and evaluating investment banking firms. After significant discussion and analysis, the board decided that it would be in the best interests of the shareholders of First Menasha to conduct a formal, coordinated sale process and engaged Stephens Inc. to coordinate that effort. First Menasha’s management team and board of directors, in collaboration with Stephens Inc., identified and reviewed the universe of potential acquirers, and ultimately selected four potential partners to contact in the sale process. Those four parties were deemed to be the most credible and logical based on a review of many factors, including but not limited to their markets, size, financial resources and capacity to pay a premium for First Menasha, as well as the perceived ability of each institution to execute a strategic transaction of this type. After conducting its own due diligence, Stephens Inc., in conjunction with First Menasha’s management, prepared confidential offering materials and established a virtual data room. Stephens Inc. officially launched the sales effort on September 9, 2016. The four financial institutions previously identified were contacted, and each executed a confidentiality agreement and received confidential marketing materials with respect to First Menasha.

On September 20, 2016, the board of Nicolet met and discussed the potential transaction with First Menasha, as well as a proposed timeline.

On September 28, 2016, initial indications of interest were received from all four institutions.

On October 3, 2016, the board of directors of First Menasha, along with representatives from Stephens Inc. and counsel from Reinhart Boerner Van Deuren, s.c. (“Reinhart”) discussed and evaluated the indications of interest in detail. The board of directors of First Menasha determined that the proposal from Nicolet was the most attractive proposal received, as the other expressions of interest included a lower purchase price and other less desirable terms. The three other indications of interest, each of which was subject to further due diligence, ranged from approximately $101 to $120 per share of First Menasha common stock, below the $135.00 price expressed by Nicolet. The board of directors unanimously concluded that First Menasha should move forward with Nicolet to conduct additional due diligence and negotiate a final bid and merger agreement. The board of directors of First Menasha determined not to seek additional offers at that time because of the favorable terms of Nicolet’s proposal, First Menasha’s confidence in Nicolet’s management team and Stephens’ prior discussions with other possible transaction partners.

On October 4, 2016, Nicolet was informed that its bid was the preferred bid and the parties proceeded to conduct confirmatory due diligence and began negotiating a definitive merger agreement in earnest. On October 24, 2016, the board of directors of First Menasha once again met with Stephens Inc. and outside counsel. At this meeting, executives from Nicolet presented additional information regarding Nicolet and fielded questions regarding the bid. After the Nicolet executives departed, representatives from Stephens Inc. provided an in-depth analysis of the bid.

From October 4, 2016 through the beginning of November, Nicolet and First Menasha, along with their respective legal advisors, engaged in extensive due diligence, negotiated the terms of the merger agreement and voting agreement to be entered into by certain shareholders of First Menasha, and exchanged comments and revised drafts of the agreements. To account for potential fluctuations in the value of certain assets, as well as potential costs and expenses identified during the due diligence process, the parties agreed to adjust the per share cash consideration to $131.50 a share, with a corresponding reduction to the exchange ratio governing the per share amount of stock consideration. In addition, the parties implemented a cap-and-collar structure, so that the exchange ratio would be fixed within a range of trading prices of Nicolet Common Stock. Following the discussions that Stephens had with the three other financial institutions at the time indications of interest were submitted, the board of First Menasha concluded that the Nicolet terms, as revised, remained preferable to the other indications of interest.

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On October 18, 2016, Nicolet management updated the Nicolet board on the progress of the negotiation of the definitive merger agreement.

On November 2, 2016, the board of First Menasha met again with its advisors from Stephens Inc. and Reinhart. Counsel reviewed the final draft of the definitive merger agreement and summarized the terms and conditions. Stephens Inc. issued its fairness opinion, from a financial point of view, after considering a draft of the definitive merger agreement and the revised merger consideration. After a thorough discussion, the board of First Menasha voted unanimously to proceed with the transaction.

On November 3, 2016, the board of Nicolet met with its legal counsel, Bryan Cave LLP. Management provided an in-depth analysis of the bid from a financial perspective. Counsel reviewed the final draft of the definitive merger agreement and summarized the terms and conditions. After a thorough discussion, the board of Nicolet voted unanimously to proceed with the transaction. Nicolet and First Menasha executed the merger agreement on November 3, 2016 and issued a joint press release announcing the execution of the merger agreement and the terms of the merger on November 4, 2016.

Reasons for the Merger

General

The financial and other terms of the merger agreement resulted from arm’s-length negotiations between Nicolet’s and First Menasha’s representatives. The following discussion of the information and factors considered by the Nicolet and First Menasha boards of directors is not intended to be exhaustive, but includes all of the material factors the respective boards considered in determining whether to enter into the merger agreement. In reaching their determinations to approve the merger and to recommend that their respective shareholders approve the merger, neither the Nicolet board of directors nor the First Menasha board of directors assigned any relative or specific weight to the following factors, and individual directors may have assigned different weight to different factors.

Nicolet

In deciding to pursue a merger with First Menasha, Nicolet’s management and board of directors considered, among other things, the following:

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the effectiveness of the merger in allowing Nicolet to expand its existing geographic footprint and competitive position into the Appleton market — which is one of the wealthiest and fastest growing MSAs in the state of Wisconsin;

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the fact that the merger will allow Nicolet to make a marked entry into the cities of Oshkosh, Neenah, and Menasha, as compared to establishing a de novo branch office;

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Nicolet’s belief that the greater Fox Valley region (which includes the Appleton and Oshkosh-Neenah MSAs) is an attractive and dynamic market, and collectively, is the third largest market by population in the state of Wisconsin;

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First Menasha’s strong reputation and successful track record of organic loan growth in the Fox Valley market and its management team’s long-term expertise in commercial lending;

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the fact that Nicolet will be able to offer its full suite of banking and wealth management services in these markets to complement its current locations in Appleton;

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the fact that certain members of Nicolet’s and First Menasha’s boards of directors have long standing professional relationships and Nicolet’s belief that First Menasha’s business values, cultures and philosophies seem to align with those of Nicolet;

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Nicolet’s expectation that Nicolet will retain its strong capital position and asset quality upon completion of the transaction; and

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Nicolet’s expectations that the merger will offer cost savings opportunities, opportunities for revenue growth through the ability to offer new products and services to First Menasha customers, and as a result, be accretive to earnings per share within the first full year.

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The Nicolet board of directors approved the merger agreement after Nicolet’s senior management discussed with the Nicolet board of directors a number of factors, including those described above and the business, loan and deposit structure, assets, liabilities, results of operations, financial performance, and strategic direction of First Menasha. The foregoing discussion of the information and factors considered by the Nicolet board of directors is not exhaustive, but includes the material factors considered by the Nicolet board of directors. In view of the wide variety of factors considered by the Nicolet board of directors in connection with its evaluation of the merger, the Nicolet board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Nicolet board of directors viewed its position as being based on all of the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors. The explanation of Nicolet’s reasons for the merger includes statements that are forward-looking in nature and, therefore, should be read in light of the factors discussed above under “A Warning About Forward-Looking Statements.”

First Menasha

In deciding to pursue the merger transaction with Nicolet, First Menasha’s board of directors consulted with its management, as well as its legal counsel and financial advisor, and considered numerous factors, including the following:

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the board’s belief that the combined company and combined bank will each have a strong management team with the experience and qualifications necessary to navigate a larger banking organization;

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the complementary aspects of the First Menasha and Nicolet businesses, including customer focus, geographic coverage, business orientation, core operating systems and compatibility of the companies’ management and operating styles;

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the potential expense-saving and revenue-enhancing opportunities in connection with the merger, the related potential impact on the combined company’s earnings and the fact that the nature of the merger consideration allows First Menasha shareholders to liquidate their investment or participate as Nicolet shareholders in the benefits of such savings opportunities and the future performance of the combined company generally;

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the respective presentations by management and financial advisors concerning the operations, financial condition and prospects of First Menasha and the expected financial impact of the merger on the combined company;

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the terms of the merger agreement, and the presentation by First Menasha’s outside legal advisors regarding the merger and merger agreement;

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the belief that First Menasha and Nicolet share a similar strategic vision and a similar community banking philosophy;

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the financial structure, results of operations, and prospects of First Menasha and Nicolet, the capital adequacy of the resulting holding company and the outlook for the organizations in the rapidly changing financial services industry;

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the relationship of the consideration to be paid in the merger to market prices and the book value and earnings per share of First Menasha and Nicolet;

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the fact that the merger will create a significantly larger financial institution that will have capabilities to offer a wider array of financial products and services;

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the combined resources of the two holding companies are expected to improve the efficiencies associated with the development of new products and services to be offered by Nicolet and its subsidiary bank;

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the size and capital structure of the resulting holding company following the merger, which are expected to provide greater opportunities and flexibility in responding to the rapidly changing industry for financial service providers;

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•

the enhanced ability of the combined organization to take advantage of current and emerging opportunities for growth and profitability;

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discussions with the Wipfli LLP accounting firm regarding tax aspects of the merger; and

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the receipt by First Menasha’s board of directors of the Stephens Inc. opinion concerning the fairness, from a financial point of view, of the merger to holders of First Menasha common stock.

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The board also considered certain potential risks associated with the merger, including the following:

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the significant time and costs to be undertaken by management in completing the merger and the effort that could cause in disrupting First Menasha normal business activities; and

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the conditions to closing set forth in the merger agreement and the likelihood such conditions will be satisfied, including the receipt of approvals from government agencies.

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While each member of First Menasha’s board of directors evaluated each of the foregoing as well as other factors, the board of directors collectively did not assign any specific or relative weights to the factors considered and did not make any determination with respect to any individual factor. The First Menasha board of directors collectively made its determination with respect to the merger based on its unanimous conclusion that the merger, in light of the factors which each of them individually considered appropriate, is in the best interest of First Menasha’s shareholders. All members of the board of directors voted to approve merger agreement and the merger.

Opinion of Stephens Inc.

First Menasha retained Stephens Inc. as financial advisor on August 8, 2016. Pursuant to that engagement, the First Menasha board of directors requested that Stephens Inc. evaluate the fairness, from a financial point of view, to the holders of First Menasha’s outstanding common stock of the merger consideration to be received by such holders pursuant to the merger agreement.

At the November 2, 2016 meeting of the First Menasha board of directors, representatives of Stephens Inc. rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the board dated November 2, 2016, as to the fairness, as of such date, from a financial point of view, to the holders of First Menasha’s outstanding common stock of the merger consideration to be received by such holders in the transaction pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Stephens Inc. is attached as Appendix B to this document. The summary of the opinion of Stephens Inc. set forth in this document is qualified in its entirety by reference to the full text of such written opinion. Holders of First Menasha common stock are urged to read this opinion in its entirety.

Stephens Inc. provided its opinion for the information of the First Menasha board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger transaction and its opinion only addresses whether the merger consideration to be received by the holders of the common stock in the transaction pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Stephens Inc. does not address any other term or aspect of the merger agreement or the merger transaction contemplated thereby. The Stephens Inc. opinion does not constitute a recommendation to the First Menasha board or to any holder of First Menasha common stock as to how the board, such stockholder or any other person should vote or otherwise act with respect to the merger transaction or any other matter. Stephens Inc. does not express any opinion as to the likely trading range of Nicolet common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the operations, financial condition or prospects of Nicolet at that time.

In connection with its review of the proposed merger transaction and the preparation of its opinion, Stephens Inc., among other things:

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reviewed the financial terms and conditions as stated in the version of the merger agreement by and among Nicolet and First Menasha provided to us as of November 1, 2016, which we refer to in this section as the “draft agreement;”

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•

reviewed certain information related to the historical, current and future operations, financial condition and prospects of First Menasha made available to Stephens Inc. by First Menasha, including, but not limited to: financial projections prepared by the management of First Menasha relating to First Menasha for the periods ending December 31, 2016 – 2022, as approved for Stephens Inc.’s use by First Menasha which we refer to in this section as the “projections;”

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reviewed First Menasha’s and Nicolet’s recent public filings and certain other publicly available information regarding First Menasha and Nicolet;

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reviewed financial, operating and other information regarding First Menasha and the industry in which it operates;

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reviewed the financial and operating performance of First Menasha and those of other selected public companies that Stephens Inc. deemed to be relevant;

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considered the publicly available financial terms of certain transactions that Stephens Inc. deemed to be relevant;

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reviewed the current and historical market prices and trading volume for First Menasha’s common stock, and then reviewed the current market prices of the publicly traded securities of certain other companies that Stephens Inc. deemed to be relevant;

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conducted such other financial studies, analyses and inquiries and considered such other information and factors as Stephens Inc. deemed appropriate; and

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discussed with members of the senior management of First Menasha certain information relating to the aforementioned and any other matters which Stephens Inc. deemed relevant to its inquiry.

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With First Menasha’s consent, Stephens Inc. assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of First Menasha, or otherwise reviewed by or discussed with Stephens Inc., and Stephens Inc. did not undertake any duty or responsibility to, nor did Stephens Inc., independently verify any of such information. Stephens Inc. did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of First Menasha or Nicolet. With respect to the projections and any other information and data provided to or otherwise reviewed by or discussed with Stephens Inc., Stephens Inc., with First Menasha’s consent, assumed that the projections and such other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of First Menasha. Stephens Inc. relied upon First Menasha to advise Stephens Inc. promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Stephens Inc. expressed no opinion with respect to the projections or the assumptions on which they were based. Based upon the terms specified in the merger agreement, Stephens Inc. assumed that the merger will qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code. Stephens Inc. relied upon and assumed, without independent verification, that the final form of the merger agreement would be substantially similar to the draft agreement reviewed by Stephens Inc. in all respects material to its analysis, and that the merger transaction would be consummated in accordance with the terms of the draft agreement without any material waiver of or amendment to any of the conditions thereto. Furthermore, Stephens Inc. assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the draft agreement were true and correct and that each party will substantially perform all of the covenants and agreements required to be performed by it as contemplated under the draft agreement. Stephens Inc. also relied upon and assumed, without independent verification, that: (i) the merger transaction would be consummated in a manner that complies in all respects with all laws, rules and regulations; and (ii) all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an adverse effect on the merger consideration, the transaction or First Menasha that would be material to its analysis or opinion.

In formulating its opinion, Stephens Inc. considered only the merger consideration to be received by the holders of First Menasha common stock, and Stephens Inc. did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the

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officers, directors or employees of First Menasha, or such class of persons, in connection with the merger transaction whether relative to the merger consideration or otherwise. Stephens Inc. was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger transaction to the holders of any class of securities, creditors or other constituencies of First Menasha, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion; or (2) the fairness of the transaction to any one class or group of First Menasha’s or any other party’s security holders or other constituents vis-à-vis any other class or group of First Menasha’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the transaction amongst or within such classes or groups of security holders or other constituents). Stephens Inc. expressed no opinion as to the impact of the merger transaction on the solvency or viability of First Menasha or Nicolet or the ability of First Menasha or Nicolet to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Stephens Inc. with the First Menasha board of directors at its meeting on November 2, 2016, which material was considered by Stephens Inc. in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to First Menasha, Nicolet or the contemplated merger transaction.

Selected Public Companies Analysis.    Stephens Inc. analyzed the relative valuation multiples of 20 publicly-traded banks and thrifts headquartered in the Midwest (Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, North Dakota, Nebraska, Ohio, South Dakota and Wisconsin) with assets between $400 million and $700 million, last twelve months (LTM) ROAA greater than 0.50%, and non-performing assets (excluding restructured loans) to total assets (NPAs/assets) ratio less than 1.0% that it deemed relevant, including:

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Fentura Financial, Inc.

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Blackhawk Bancorp, Inc.

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CSB Bancorp, Inc.

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Cortland Bancorp

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Southern Michigan Bancorp, Inc.

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ChoiceOne Financial Services, Inc.

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First Security, Inc.

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F.S. Bancorp

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Keweenaw Financial Corporation

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FCB Bancorp, Inc.

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Pontiac Bancorp, Inc.

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Killbuck Bancshares, Inc.

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Crystal Valley Financial Corp.

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Iowa First Bancshares Corp.

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First BancTrust Corporation

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Citizens First Corporation

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Minster Financial Corp.

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CITBA Financial Corporation

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United Bancorp, Inc.

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FCN Banc Corp.

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Stephens Inc. calculated various financial multiples for each company, including: (i) price per share compared to tangible book value (TBV) per share as of September 30, 2016 (or June 30, 2016 when September 30, 2016 data was unavailable); (ii) price per share compared to earnings per share for the most recent LTM ended September 30, 2016 (or June 30, 2016 when September 30, 2016 was unavailable). Stephens Inc. reviewed the median, 25 th percentile and 75 th percentile relative valuation multiples of the selected public companies and compared them to corresponding valuation multiples for First Menasha implied by the merger consideration. The results of the selected public companies analysis are summarized below:

Furthermore, Stephens Inc. applied the 25 th percentile and 75 th percentile relative valuation multiples for each of the metrics to First Menasha’s actual and projected financial results and determined the implied equity price per share of First Menasha common stock and then compared those implied equity values per share to the merger consideration of  $131.50 per share. The results of this are summarized below:

Selected Transaction Analysis.    Stephens Inc. analyzed publicly available information relating to selected transactions announced since January 1, 2014 involving targets headquartered in the Midwest (Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, North Dakota, Nebraska, Ohio, South Dakota and Wisconsin) with assets between $200 million and $1 billion, LTM ROAA greater than 0.5% and an NPAs/assets ratio less than 3.0%.

Stephens Inc. also analyzed publicly available information relating to selected transactions announced since January 1, 2014 involving nationwide targets headquartered in metropolitan statistical areas with total population between 250,000 and 750,000, projected population growth greater than 1.0% and median household income greater than $50,000; total transaction value less than $200 million; LTM ROAA greater than 0.5% and an NPAs/assets ratio less than 3.0%. Stephens Inc. prepared a summary of the relative valuation multiples paid in these transactions. The selected transactions used in the analysis included (public announcement date of transaction shown in parenthesis):

Regional:

•

Acquisition of Jefferson County Bancshares Inc. by Enterprise Financial Services (10/11/16)

​

•

Acquisition of Commercial Bancshares Inc. by First Defiance Financial (8/23/16)

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•

Acquisition of Liberty Bank NA by Middlefield Banc Corp. (7/28/16)

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•

Acquisition of Birmingham Bloomfield Bancshares by Arbor Bancorp Inc. (7/20/16)

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Acquisition of Community State Bank by QCR Holdings Inc. (5/23/16)

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Acquisition of First Clover Leaf Financial Corp. by First Mid-Illinois Bancshares (4/26/16)

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Acquisition of LaPorte Bancorp Inc. by Horizon Bancorp (3/10/16)

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Acquisition of Capac Bancorp Inc. by County Bank Corp. (2/18/16)

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Acquisition of River Valley Bancorp by German American Bancorp Inc. (10/26/15)

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•

Acquisition of Baylake Corp. by Nicolet Bankshares Inc. (9/8/15)

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Acquisition of Peoples Bancorp Inc by Horizon Bancorp (2/19/15)

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Acquisition of National Bancshares Corp by Farmers National Banc Corp. (1/27/15)

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Acquisition of Southern Bancshares Corp. by Stupp Bros. Inc. (12/22/14)

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Acquisition of Delavan Bancshares Inc. by Wintrust Financial Corp. (10/14/14)

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Acquisition of NB&T Financial Group Inc. by Peoples Bancorp Inc. (8/4/14)

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Acquisition of Founders Financial Corp. by Old National Bancorp (7/28/14)

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Acquisition of Great lakes Financial Resources Inc by First Midwest Bancorp Inc. (7/8/14)

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Acquisition of LSB Financial Corp. by Old National Bancorp (6/4/14)

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Acquisition of Aslin Group Inc. by First Business Financial Services Inc (5/23/14)

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Acquisition of MBT Bancorp by MainSource Financial Group (4/7/14)

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Acquisition of Ohio Heritage Bancorp Inc. by Peoples Bancorp Inc. (4/4/14)

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Acquisition of United Bancorp Inc. by Old National Bancorp (1/8/14)

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National:

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Acquisition of Founders Bancorp by Heartland Financial USA Inc. (10/31/16)

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Acquisition of Community State Bank by QCR Holdings Inc. (5/23/16)

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Acquisition of Bank of Princeton by Investors Bancorp Inc. (5/3/16)

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Acquisition of River Valley Bancorp by German American Bancorp Inc. (10/26/15)

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Acquisition of Parkway Bank by Citizens Bancshares of Batesville Inc. (10/14/15)

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Acquisition of Hopewell Valley Community Bank by Northfield Bancorp Inc. (8/26/15)

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Acquisition of Hampden Bancorp Inc. by Berkshire Hills Bancorp Inc. (11/4/14)

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Acquisition of Delta Trust & Banking Corp. by Simmons First National Corporation (3/24/14)

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Acquisition of Centrix Bank & Trust by Eastern Bank Corp. (3/4/14)

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Acquisition of Teche Holding Company by IBERIABANK Corporation (1/13/14)

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Acquisition of United Bancorp Inc. by Old National Bancorp (1/8/14)

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Stephens Inc. examined valuation multiples of transaction value compared to the target companies’ most recent quarter (MRQ) TBV, LTM earnings and MRQ core deposits, where such information was publicly available. Core deposits are defined as total deposits less time deposits of  $100,000 or more. Stephens Inc. reviewed the median, 25 th percentile and 75 th percentile relative valuation multiples of the selected transactions and compared them to corresponding valuation multiples for First Menasha implied by the merger consideration. Furthermore, Stephens Inc. applied the median, 25 th percentile and 75 th percentile relative valuation multiples from the regional transactions and the median valuation multiples from the nationwide transactions to First Menasha’s MRQ TBV, LTM earnings and MRQ core deposits to determine the implied equity price per share and then compared those implied equity values per share to the merger consideration of  $131.50 per share. The results of the selected transactions analysis are summarized below:

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Discounted Cash Flow Analysis.    Stephens Inc. analyzed the discounted present value of First Menasha’s projected free cash flows for the quarter ended March 31, 2017 through the year ending December 31, 2021 on a standalone basis. Stephens Inc. used tangible-common-equity-to-tangible-assets in excess of a target ratio of 9.0% at the end of each projection period for free cash flow.

The discounted cash flow analysis was based on the projections as prepared by the management of First Menasha. Consistent with the periods included in the projections, Stephens Inc. used calendar year 2021 as the final year for the analysis and applied multiples, ranging from 11.0x to 13.0x, to calendar year 2022 net income in order to derive a range of terminal values for First Menasha in 2021.

The projected unleveraged free cash flows and terminal values were discounted using rates ranging from 14.0% to 15.0%. The resulting range of present equity values was divided by the number of diluted shares outstanding in order to arrive at a range of present values per First Menasha shares. Stephens Inc. reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to the price per share for First Menasha implied by the merger consideration. The results of the discounted cash flow analysis are summarized below:

Additional Considerations.    The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens Inc. believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens Inc. considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgements as to significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Stephens Inc. as to the actual value of First Menasha.

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In performing its analyses, Stephens Inc. made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of First Menasha. The analyses performed by Stephens Inc. are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the First Menasha board of directors (solely in its capacity as such) and were prepared solely as part of the analysis of Stephens Inc. of the fairness, from a financial point of view, to the holders of First Menasha common stock of the merger consideration to be received by such holders in connection with the proposed merger transaction pursuant to the merger agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Stephens Inc. was one of many factors taken into account by the First Menasha board in making its determination to approve the merger transaction. Neither Stephens Inc.’s opinion nor the analyses described above should be viewed as determinative of the First Menasha board of directors’ or First Menasha management’s views with respect to First Menasha, Nicolet or the merger transaction. Stephens Inc. provided advice to First Menasha with respect to the proposed transaction. Stephens Inc. did not, however, recommend any specific amount of consideration to the First Menasha board or that any specific merger consideration constituted the only appropriate consideration for the merger transaction. First Menasha placed no limits on the scope of the analysis performed, or opinion expressed, by Stephens Inc.

The Stephens Inc. opinion was necessarily based upon market, economic, financial and other circumstances and conditions existing and disclosed to it on November 1, 2016, and any material change in such circumstances and conditions may affect the opinion of Stephens Inc., but Stephens Inc. does not have any obligation to update, revise or reaffirm that opinion. Stephens Inc. relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of First Menasha since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Stephens Inc. that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Stephens Inc. incomplete or misleading in any material respect.

First Menasha has agreed to pay Stephens Inc. a fee equal to the greater of  $600,000 or 0.90% of the transaction value for advisory services in connection with the merger transaction upon the closing of the transaction. This fee will be reduced by a retainer fee in the amount of  $25,000 that First Menasha paid Stephens Inc. in connection with its engagement as First Menasha’s financial advisor and by a fee of $100,000 paid upon execution of the definitive merger agreement. In addition to these fees, First Menasha paid Stephens Inc. a fee of  $100,000 for services rendered in connection with the delivery of its opinion. First Menasha has also agreed to reimburse Stephens Inc. for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Stephens Inc. against certain liabilities arising out of its engagement. Except as described above, First Menasha has paid Stephens Inc. no other fees or commissions for other services during the last two years.

Stephens Inc. is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Stephens Inc. may trade in the securities of First Menasha and Nicolet for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Stephens Inc. may provide investment banking, financial advisory and other financial services to First Menasha and/or Nicolet or other participants in the merger transaction in the future, for which Stephens Inc. may receive compensation.

Prospective Financial Information of First Menasha

First Menasha does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of First Menasha has prepared the prospective financial information set forth in this proxy statement-prospectus to present certain unaudited prospective financial information regarding First Menasha’s future operations for the years 2016 – 2022 (which we refer to in this

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proxy statement-prospectus as the “First Menasha projections”). The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the First Menasha’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of First Menasha. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results, and readers of this proxy statement-prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither First Menasha’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The First Menasha projections, which were prepared by management of First Menasha, were prepared solely for internal use and are subjective in many respects. The First Menasha projections reflect numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to the business of First Menasha, all of which are difficult to predict and many of which are beyond the control of First Menasha. The First Menasha projections reflect assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. First Menasha can give no assurance that the First Menasha projections and the underlying estimates and assumptions will be realized. In addition, because the First Menasha projections cover multiple years, the information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the First Menasha projections not to be realized include, but are not limited to, risks and uncertainties relating to the business of First Menasha, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or policies. Other factors that could cause actual results to differ are further described in the sections of this proxy statement-prospectus entitled “Risk Factors” and “A Warning About Forward-Looking Statements,” beginning on page [•] and page [•], respectively.

Furthermore, the First Menasha projections do not take into account any circumstances or events occurring after the date they were prepared. First Menasha can give no assurance that, had the First Menasha projections been prepared as of the date of this proxy statement-prospectus, similar estimates and assumptions would be used. Neither Nicolet nor First Menasha intend to, and each disclaims any obligation to, make publicly available any update or other revision to the First Menasha projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The First Menasha projections do not give effect to the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect on First Menasha of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the First Menasha projections do not take into account the effect of any possible failure of the merger to occur. None of First Menasha, Nicolet or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of First Menasha or Nicolet, or any other person, regarding Nicolet’s actual performance compared to the information contained in the First Menasha projections or that projected results will be achieved. The inclusion of the First Menasha projections should not be deemed an admission or representation by First Menasha or Nicolet that it is viewed as material information of Nicolet, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the First Menasha projections included below is not being included to influence your decision whether to vote for the merger proposal, nor should the First Menasha projections be construed as financial

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guidance, and they should not be relied on as such. The First Menasha projections are provided solely because they were made available to other parties in connection with the merger.

In light of the foregoing, and considering that the First Menasha special meeting will be held several months after the First Menasha projections were prepared, as well as the uncertainties inherent in any forecasted information, shareholders of First Menasha are cautioned not to place unwarranted reliance on such information in connection with their consideration of the merger.

First Menasha projected total assets to grow to $675 million at December 31, 2022 – a rate of approximately 7% annually. Both loans and deposits were projected to grow approximately 8% annually during this period. All projections are based solely on organic growth relying on greater market share penetration as the overall market is expected to grow at less than half of these levels. Net income was expected to grow approximately 7% annually based on projected balance sheet growth.

Interests of Certain Persons in the Merger

General

The directors and executive officers of First Menasha have interests in the transaction in addition to their interests generally as shareholders of First Menasha. These interests are described below. The board of directors of each of Nicolet and First Menasha was aware of these interests and considered them, in addition to other matters, in approving the merger agreement.

Appointment to the Boards of Directors of Nicolet and Nicolet National Bank.    The merger agreement provides that two current members of the First Menasha board will be appointed to the boards of Nicolet and Nicolet National Bank. For 2016, directors of Nicolet and Nicolet National Bank received fees of $1,200 per board meeting attended and $500 per committee meeting. The audit committee chairperson received an additional $10,000 annual retainer. Although directors are entitled to a separate fee for meetings of each of the boards of Nicolet and Nicolet National Bank, the boards typically meet jointly, and the directors are entitled to only one fee for such joint meetings.

Employment Agreements.    First Menasha has entered into separate employment agreements with each of the following First Menasha officers and employees: Peter J. Prickett, Michael W. Boettcher, Timothy J. Vogelsang, Brad Grant and Sarah Ziemba. (the “Employment Agreements”). Each Employment Agreement provides for severance benefits in the form of base salary continuation for a period of two years for Messrs. Prickett and Boettcher, eighteen months for Mr. Vogelsang and Ms. Ziemba, and twelve months for Mr. Grant, and reimbursement of the employer portion of health coverage for a period of eighteen months for Messrs. Prickett, Boettcher and Vogelsang and Ms. Ziemba and twelve months for Mr. Grant. Each officer has also agreed not to compete during employment and not to solicit employees or customers following termination of employment, regardless of cause. The Employment Agreements also include standard non-disclosure of confidential information provisions.

Payments in Respect of Restricted Stock Awards.    First Menasha has granted certain of its executive officers restricted stock awards under the First Menasha 2016 Equity Incentive Plan. The merger agreement provides that, immediately prior to the effective time of the merger, each restricted stock award shall be cancelled in exchange for a payment equal to the number of shares of First Menasha common stock underlying such restricted stock award times the per share cash consideration.

Indemnification and Insurance.    The merger agreement provides that certain indemnification and insurance arrangements for First Menasha’s current officers and directors will be continued for six years after the completion of the transactions. For a summary of the indemnification provisions, see the section entitled “The Merger Agreement — Indemnification and Insurance.”

Trading Market for Nicolet Stock

The shares of Nicolet common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will be freely transferable under applicable securities laws, except to the extent of any limitations or restrictions applicable to any shares received by any shareholder who may be deemed an affiliate of Nicolet following completion of the merger. See “Resale of Nicolet Common Stock” at page [•].

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Nicolet’s common stock is currently traded on the Nasdaq Capital Market, and the merger agreement requires that the shares issued in the merger also be eligible for trading on the Nasdaq Capital Market. The trading volume of Nicolet’s common stock is less than that of other larger financial services companies, and there is no guarantee that a liquid market for shares of Nicolet common stock will exist in the future.

Nicolet Dividends

The holders of Nicolet common stock receive dividends if and when declared by the Nicolet board of directors out of legally available funds. Nicolet’s board of directors has not declared a dividend since its inception in 2000. The board currently anticipates that all earnings, if any, will be used for working capital, to support Nicolet’s operations and to finance the growth and development of its business, including the merger and integration of First Menasha. Any future determination relating to dividend policy will be made at the discretion of Nicolet’s board of directors and will depend on a number of factors, including the company’s future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, stock repurchase strategy and other factors that the board of directors may deem relevant.

Election and Proration of Merger Consideration

Each First Menasha shareholder may make an election to exchange their First Menasha shares for Nicolet common stock (“stock election shares”), cash (“cash election shares”), or a mix of both. Nicolet or Nicolet’s exchange agent, Computershare Trust Company, N.A. (the “exchange agent”), will mail to all shareholders an election form and customary transmittal materials following the mailing of the proxy statement. Completed election forms will be due five business days prior to the effective time (the “election deadline”). Any shares for which a completed election form is not received by to the election deadline will be treated as shares not making an election preference for cash or stock (“no-election shares”). If you hold your shares in “street name” through a broker, the broker will provide instructions for making an election with respect to your shares. Your broker may impose a deadline that is earlier than the election deadline. As soon as practicable after the election deadline, the exchange agent is responsible for completing the allocation of the merger consideration.

The total number of shares of First Menasha common stock that will be converted into the cash consideration shall be no less than 146,800 shares (the “Cash Election Minimum Threshold,” equal to approximately 25% of the issued shares of First Menasha common stock) and no more than 234,900 shares (the “Cash Election Maximum Threshold,” equal to approximately 40% of the issued shares of First Menasha common stock), with the remaining shares being converted into the stock consideration (except the cancelled shares).

If the number of shares electing to receive the cash consideration is between the Cash Election Minimum Threshold and the Cash Election Maximum Threshold:

•

cash election shares will be exchanged for the cash consideration; and

​

•

stock election shares and no-election shares will be exchanged for the stock consideration.

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To the extent that aggregate number of cash election shares falls outside these limits, shareholders who elected the form of consideration that has been oversubscribed will receive a mixture of both cash and stock consideration in accordance with the following proration procedures:

•

If the number of cash election shares is less than the Cash Election Minimum Threshold, the merger consideration will be allocated as follows:

​

•

all cash election shares will be exchanged for the cash consideration;

​

•

to the extent necessary to reach the Cash Election Minimum Threshold, no-election shares will be exchanged for the cash consideration (on a pro rata basis if excess shares are available); and

​

•

if additional cash elections are required to meet the Cash Election Minimum Threshold, stock election shares will be allocated to receive the cash consideration on a pro rata basis until the number of shares being exchanged for the cash consideration equals the Cash Election Minimum Threshold.

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•

If the number of cash election shares is greater than the Cash Election Maximum Threshold, the merger consideration will be allocated as follows:

​

•

stock election shares and no-election shares will be exchanged for the stock consideration; and

​

•

cash election shares will be allocated the stock consideration on a pro rata basis until the number of shares being exchanged for the cash consideration equals the Cash Election Maximum Threshold.

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Illustrative Examples of Allocation of Merger Consideration.    For illustrative purposes only, the following examples describe the application of the allocation provisions of the merger agreement in the case of an oversubscription of stock election shares and in the case of an oversubscription of cash election shares. Solely for the purposes of these examples, it is assumed that:

•

there are 587,297 shares of First Menasha common stock issued, of which 21,447 (19,508 held by Nicolet and 1,939 underlying outstanding restricted stock awards) are cancelled, such that a total of 565,850 shares of First Menasha common stock will be converted into the right to receive the merger consideration;

​

•

there are no shares with respect to which dissenters’ rights have been properly exercised and perfected under Wisconsin law; and

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•

the Nicolet Common Stock Price is $38.09; and

​

•

the exchange ratio is 3.411 (that is, it is not adjusted as a result of the Nicolet Common Stock Price being less than $33.55 or greater than $43.55).

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Scenario 1 (Oversubscription of stock election shares; sufficient no-election shares to cover shortfall):    In the event that there are 100,000 cash election shares, 60,000 no-election shares, and 405,850 stock election shares:

•

All 100,000 cash election shares are converted into the right to receive the cash consideration;

​

•

All 408,850 stock election shares are converted into the right to receive the stock consideration; and

​

•

Of the 60,000 no-election shares, 46,800 shares are converted into the right to receive the cash consideration and the remaining 13,200 shares are converted into the right to receive the stock consideration. A First Menasha shareholder who makes no election as to 1,000 shares would have 780 shares converted into the right to receive $102,570.00 in cash (plus $16.00 cash in lieu of fractional shares of Nicolet common stock) and the remaining 220 shares converted into the right to receive stock consideration consisting of 750 shares of Nicolet common stock.

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Scenario 2 (Oversubscription of stock election shares; insufficient no-election shares to cover shortfall):    In the event that there are 100,000 cash election shares, 20,000 no-election shares, and 445,850 stock election shares:

•

All 100,000 cash election shares are converted into the right to receive the cash consideration;

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•

All 20,000 no-election shares are converted into the right to receive the cash consideration; and

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•

Of the 445,850 stock election shares, 26,800 are converted into the right to receive the cash consideration and the remaining 419,050 are converted into the right to receive the stock consideration. A First Menasha shareholder who makes a stock election as to 1,000 shares would have 939.89 shares converted into stock consideration consisting of 3,205 shares of Nicolet common stock and the remaining 60.11 shares converted into the right to receive $7,904.47 in cash (plus $36.75 cash in lieu of fractional shares of Nicolet common stock).

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Scenario 3 (Oversubscription of cash election shares):    In the event that there are 300,000 cash election shares, 100,000 no-election shares, and 165,850 stock election shares:

•

All 165,850 stock election shares are converted into the right to receive the stock consideration;

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•

All 100,000 no-election shares are converted into the right to receive the stock consideration; and

​

•

Of the 300,000 cash election shares, 234,900 are converted into the right to receive the cash consideration and the remaining 65,100 are converted into the right to receive the stock consideration. A First Menasha shareholder who makes a cash election as to 1,000 shares would have 783 shares converted into the right to receive $102,964.50 in cash (plus $7.13 cash in lieu of fractional shares of Nicolet common stock) and the remaining 217 shares converted into the right to receive 740 shares of Nicolet common stock.

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Potential Adjustment to Exchange Ratio

The merger agreement provides that the exchange ratio is fixed unless the Nicolet Common Stock Price (defined in the agreement as the volume weighted average closing price of Nicolet common stock on the Nasdaq Capital Market over the twenty trading day period ending on the third trading day prior to the closing date) is (a) greater than $43.55, to which the exchange ratio would become floating at the quotient of  $148.55 divided by the Nicolet Common Stock Price, or (b) less than $33.55, to which the exchange ratio would become floating at the quotient of  $114.44 divided by the Nicolet Common Stock Price.

Under no circumstances shall the number of shares of Nicolet common stock to be issued in the merger equal or exceed 20% of the number of outstanding shares of Nicolet common stock such that Nasdaq rules would require approval of the merger by Nicolet’s shareholders. The parties agree to reduce the number of shares of Nicolet common stock to be issued and to increase the cash to be issued pro rata to avoid such a shareholder vote. Based on 8,582,425 shares of Nicolet common stock outstanding at September 30, 2016, an exchange ratio of 3.411 and the minimum number of cash election shares, the number of shares of Nicolet common stock to be issued in the merger would equal approximately 17% of Nicolet’s outstanding shares of common stock.

Surrender and Exchange of First Menasha Stock Certificates

At the effective time of the merger and to the extent that they receive merger consideration in the form of shares of Nicolet common stock, First Menasha shareholders will automatically become entitled to all of the rights and privileges afforded to Nicolet shareholders as of that time. However, the actual physical exchange of First Menasha common stock certificates for cash and certificates representing shares of Nicolet common stock will occur after the merger. If you hold your shares in “street name” or “book-entry form” through a broker, the broker will provide separate instructions for surrendering and exchanging your shares.

Following the mailing of the proxy statement and the proxy, Nicolet will send or cause to be sent to each of First Menasha’s shareholders an election form, letter of transmittal and other customary transmittal materials providing written instructions for making an election as to the form of merger consideration to be received and for exchanging First Menasha common stock certificates for the merger consideration in accordance with the merger agreement. If you hold your shares in “street name” through a broker, the broker will provide instructions for making an election with respect to your shares. Each First Menasha stock certificate outstanding immediately prior to the effective time of the merger will be deemed for all purposes to evidence the right to receive the merger consideration to which such holder is entitled, regardless of when they are actually exchanged.

Nicolet will delay paying former shareholders of First Menasha who become holders of Nicolet common stock pursuant to the merger any dividends or other distributions that may become payable to holders of record of Nicolet common stock following the effective time of the merger until they have surrendered their certificates evidencing their First Menasha common stock, at which time Nicolet will pay any such dividends or other distributions without interest.

You should not send in your First Menasha stock certificate(s) until you have received the election form and letter of transmittal and further written instructions after the effective date of the merger. Please do NOT send in your stock certificates with your proxy card.

Assuming the merger has been consummated, after the exchange agent receives your First Menasha certificate(s), together with a properly completed letter of transmittal, it will deliver to you the merger consideration to which you are entitled, consisting of Nicolet common stock (in certificated or book entry

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form, together with any withheld dividends or other distributions, but without interest thereon) and any cash due, without interest. Within five business days after consummation of the merger, the exchange agent will send a transmittal letter to all First Menasha shareholders who did not previously tender their shares.

Shareholders who cannot locate their stock certificates are urged to contact First Menasha’s transfer agent promptly:

American Stock Transfer & Trust Company, LLC
6201 15 th Avenue
Brooklyn, NY 11219
Telephone Toll Free: (800) 937-5449
Telephone Local: (718) 821-8124

First Menasha will issue a new stock certificate to replace the lost certificate(s) only if the shareholder of First Menasha signs an affidavit certifying that his, her or its certificate(s) cannot be located and containing an agreement to indemnify First Menasha and Nicolet against any claim that may be made against First Menasha or Nicolet by the owner of the certificate(s) alleged to have been lost or destroyed. First Menasha or Nicolet may also require the shareholder to post a bond in an amount sufficient to support the shareholder’s agreement to indemnify First Menasha and Nicolet.

Resale of Nicolet Common Stock

The shares of Nicolet common stock to be issued in the merger will be registered under the Securities Act. First Menasha shareholders who are not affiliates of Nicolet may generally freely trade their Nicolet common stock upon completion of the merger. The term “affiliate” generally means each person who is an executive officer, director or 10% shareholder of Nicolet after the merger.

Those shareholders who are deemed to be affiliates of Nicolet may only sell their Nicolet common stock as provided by Rule 144 under the Securities Act or as otherwise permitted under the Securities Act. Rule 144 requires the availability of current public information about the issuer, a holding period for shares issued without registration with the SEC, volume limitations and other restrictions on the manner of sale of the shares.

Regulatory and Other Required Approvals

Federal Reserve

The Federal Reserve must approve the merger before it can be completed. Nicolet and First Menasha must then wait at least 30 days (which may be shortened to 15 days) after the date of Federal Reserve approval before they may complete the merger. During this waiting period, the U.S. Department of Justice may object to the merger on antitrust grounds. Nicolet filed an application for approval of the merger with the Federal Reserve on [•]. In reviewing that application, the Federal Reserve is required to consider the following:

•

competitive factors, such as whether the merger will result in a monopoly or whether the benefits of the merger to the public in meeting the needs and convenience of the community clearly outweigh the merger’s anticompetitive effects or restraints on trade; and

​

•

banking and community factors, which includes an evaluation of:

​

•

the financial and managerial resources of Nicolet, including its subsidiaries, and of First Menasha, and the effect of the proposed transaction on these resources;

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•

management expertise;

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•

internal control and risk management systems;

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•

the capital of Nicolet;

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•

the convenience and needs of the communities to be served; and

​

•

the effectiveness of Nicolet and First Menasha in combating money laundering activities.

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The application process includes publication and opportunity for comment by the public. The Federal Reserve may receive, and must consider, properly filed comments and protests from community groups and others regarding (among other issues) each institution’s performance under the Community Reinvestment Act of 1977, as amended (the “CRA”). The Federal Reserve is also required to ensure that the proposed transaction would not violate Wisconsin law regarding the number of years a bank must be in operation before it can be acquired, deposit concentration limits, Wisconsin community reinvestment laws and any Wisconsin antitrust statutes.

OCC

The merger of FNB – Fox Valley with and into Nicolet National Bank requires the approval of the OCC. Nicolet filed an Interagency Bank Merger Application for approval of the bank merger with the OCC on [•]. In evaluating the bank merger, the OCC must consider, among other factors, the financial and managerial resources and future prospects of the institutions and the convenience and needs of the communities to be served. The relevant statutes prohibit the OCC from approving the bank merger if:

•

it would result in a monopoly or be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or

​

•

its effect in any section of the country could be to substantially lessen competition or to tend to create a monopoly, or if it would result in a restraint of trade in any other manner.

​

However, if the OCC should find that any anticompetitive effects are outweighed clearly by the public interest and the probable effect of the transaction in meeting the convenience and needs of the communities to be served, it may approve the bank merger. The bank merger may not be consummated until the 30th day (which the OCC may reduce to 15 days) following the later of the date of OCC approval, during which time the U.S. Department of Justice would be afforded the opportunity to challenge the transaction on antitrust grounds. The commencement of any antitrust action would stay the effectiveness of the approval of the agencies, unless a court of competent jurisdiction should specifically order otherwise.

WDFI

In addition to the required approvals of the Federal Reserve and OCC discussed above, the merger also requires the approval of the WDFI. Nicolet filed an application with the WDFI on [•] pursuant to Section 221.0901 of Wisconsin banking law. In evaluating the application, the WDFI must consider various aspects of the proposed transaction and the parties thereto, including, among others, the financial and managerial resources and future prospects of the institutions involved, the best interests of their shareholders and customers, safety and soundness considerations, and the CRA compliance status of each bank. The relevant statutes prohibit the WDFI from approving the transaction if, following consummation, the combined institution would control more than 30 percent of the deposits in the state.

In connection with or as a result of the merger, Nicolet or First Menasha may be required, pursuant to other laws and regulations, either to notify or obtain the consent of other regulatory authorities and organizations to which such companies or subsidiaries of either or both of them may be subject. The Nicolet common stock to be issued in exchange for First Menasha common stock in the merger has been registered with the SEC and will be issued pursuant to available exemptions from registration under state securities laws.

Status and Effect of Approvals

All regulatory applications and notices required to be filed prior to the merger are in process. Nicolet and First Menasha contemplate that they will complete the merger on April 28, 2017, assuming the receipt of all required regulatory approvals, approval by First Menasha shareholders, and the satisfaction or waiver of all other closing conditions.

Nicolet and First Menasha believe that the proposed merger is compatible with the regulatory requirements described in the preceding paragraphs; however, we cannot assure you that we will be able to comply with any required conditions or that compliance or noncompliance with any such conditions would not have adverse consequences for the combined company after the merger.

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While Nicolet and First Menasha believe that the requisite regulatory approvals for the merger will be obtained, we can give you no assurance regarding the timing of the approvals, our ability to obtain the approvals on satisfactory terms or the absence of litigation challenging those approvals or otherwise. Similarly, we cannot assure you that any state attorney general or other regulatory authority will not attempt to challenge the merger on antitrust grounds or for other reasons, or, if such a challenge is made, project the result thereof. The merger is conditioned upon the receipt of all consents, approvals and actions of governmental authorities and the filing of all other notices with such authorities in respect of the merger.

We are not aware of any regulatory approvals that would be required for completion of the transactions contemplated by the merger agreement other than as described above. Should any other approvals be required, those approvals would be sought, but we cannot assure you that they will be obtained.

Accounting Treatment of the Merger

Nicolet is required to account for the merger as a purchase transaction for accounting and financial reporting purposes under GAAP. Under purchase accounting, the assets (including any identifiable intangible assets) and liabilities (including executory contracts and other commitments) of First Menasha at the effective time of the merger will be recorded at their respective fair values and added to those of Nicolet. Any excess of purchase price over the fair values is recorded as goodwill. Any excess of the fair values over the purchase price is recorded in earnings as a bargain purchase gain. Consolidated financial statements of Nicolet issued after the merger would reflect those fair values and would not be restated retroactively to reflect the historical consolidated financial position or results of operations of First Menasha.

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“election deadline”). At this time, we expect the election deadline to be 5:00 p.m. Eastern Time on [•]. Any shares for which a completed election form is not received will be treated as shares not making an election preference for cash or stock (“no-election shares”). The exchange agent is responsible for completing the allocation of the merger consideration as soon as practicable after the election deadline.

The total number of shares of First Menasha common stock that will be converted into the cash consideration shall be no less than the Cash Election Minimum Threshold and no more than the Cash Election Maximum Threshold, with the remaining shares being converted into the stock consideration (excluding the cancelled shares).

If the number of shares electing to receive the cash consideration is between the Cash Election Minimum Threshold and the Cash Election Maximum Threshold:

•

cash election shares will be exchanged for the cash consideration; and

​

•

stock election shares and no-election shares will be exchanged for the stock consideration.

​

To the extent that aggregate number of cash election shares falls outside these limits, shareholders who elected the form of consideration that has been oversubscribed will receive a mixture of both cash and stock consideration in accordance with the following proration procedures:

•

If the number of cash election shares is less than the Cash Election Minimum Threshold, the merger consideration will be allocated as follows:

​

•

all cash election shares will be exchanged for the cash consideration;

​

•

to the extent necessary to reach the Cash Election Minimum Threshold, no-election shares will be exchanged for the cash consideration (on a pro rata basis if excess shares are available); and

​

•

if additional cash elections are required to meet the Cash Election Minimum Threshold, stock election shares will be allocated to receive the cash consideration on a pro rata basis until the number of shares being exchanged for the cash consideration equals the Cash Election Minimum Threshold.

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•

If the number of cash election shares is greater than the Cash Election Maximum Threshold, the merger consideration will be allocated as follows:

​

•

stock election shares and no-election shares will be exchanged for the stock consideration; and

​

•

cash election shares will be allocated the stock consideration on a pro rata basis until the number of shares being exchanged for the cash consideration equals the Cash Election Maximum Threshold.

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Potential Adjustment of Exchange Ratio

The merger agreement provides that the exchange ratio is fixed unless the Nicolet Common Stock Price (defined in the agreement as the volume weighted average closing price of Nicolet common stock on the Nasdaq Capital Market over the twenty trading day period ending on the third trading day prior to the closing date) is (a) greater than $43.55, to which the exchange ratio would become floating at the quotient of  $148.55 divided by the Nicolet Common Stock Price, or (b) less than $33.55, to which the exchange ratio would become floating at the quotient of  $114.44 divided by the Nicolet Common Stock Price.

Under no circumstances shall the number of shares of Nicolet common stock to be issued in the merger equal or exceed 20% of the number of outstanding shares of Nicolet common stock such that Nasdaq rules would require approval of the merger by Nicolet’s shareholders. The parties agree to reduce the number of shares of Nicolet common stock to be issued and to increase the cash to be issued pro rata to avoid such a shareholder vote. Based on 8,582,425 shares of Nicolet common stock outstanding at September 30, 2016, an exchange ratio of 3.411 and the minimum number of cash election shares, the number of shares of Nicolet common stock to be issued would equal approximately 17% of Nicolet’s outstanding shares of common stock.

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Trust Preferred Securities

At the effective time of the merger, Nicolet will assume and discharge First Menasha’s covenants, agreements and obligations under and relating to First Menasha’s trust preferred securities, including the due and punctual payment of interest on all of the First Menasha’s obligations pursuant to the subordinated notes issued by First Menasha to its subsidiaries, First Menasha Statutory Trust I Variable and First Menasha Statutory Trust II Fixed (the “First Menasha Trusts”). Additionally, Nicolet will cause the First Menasha Trusts to discharge First Menasha Trusts’ obligations arising after the effective time of the merger with respect to the trust preferred securities. Finally, Nicolet and First Menasha shall execute and deliver supplemental indentures, in a form satisfactory to the trustees of First Menasha Trusts, to effectuate Nicolet’s assumption of First Menasha’s trust preferred securities, whereby Nicolet shall assume all of First Menasha’s covenants, agreements and obligations under and relating to First Menasha’s trust preferred securities.

Dissenters’ Rights

Holders of shares of First Menasha common stock who properly elect to exercise the dissenters’ rights provided for in Subchapter XIII of the WBCL will not have their shares converted into the right to receive merger consideration. If a holder’s dissenters’ rights are lost or withdrawn, such holder will receive his, hers or its pro rata portion of the merger consideration. See “Dissenters’ Rights” on page [•] and Appendix C for additional information.

Effect of the Merger on First Menasha Restricted Stock Awards

As of September 30, 2016, there were 1,939 shares of First Menasha common stock underlying outstanding restricted stock awards. Each First Menasha restricted stock award outstanding immediately prior to the effective date shall be cancelled in exchange for a payment equal to the number of shares of First Menasha common stock underlying such restricted stock award times the per share cash consideration. These shares are included in the number of issued shares of First Menasha common stock and do not count towards the Cash Election Minimum Threshold or the Cash Election Maximum Threshold.

Closing and Effective Time of the Merger

The merger will be completed only if all of the following occur:

•

the merger agreement is approved by a majority of First Menasha’s shareholders;

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•

all required regulatory consents and approvals are obtained; and

​

•

all other conditions to the merger discussed in this proxy statement-prospectus and the merger agreement are either satisfied or waived.

​

If all of these conditions are met, the closing of the merger is expected to occur on April 28, 2017.

Representations and Warranties in the Merger Agreement

First Menasha and Nicolet have made customary representations and warranties to each other as part of the merger agreement. First Menasha’s representations and warranties are contained in Article 3 of the merger agreement and relate to, among other things:

•

its organization and authority to enter into the merger agreement;

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•

its capitalization, subsidiaries, properties and financial statements;

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•

pending and threatened litigation against First Menasha and its subsidiaries;

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•

FNB – Fox Valley’s loan portfolio and allowance for loan losses;

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•

its insurance, employee benefits, tax and environmental matters;

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•

its legal and regulatory compliance;

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•

its contractual obligations and contingent liabilities; and

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•

its financial statements and regulatory filings.

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Nicolet’s representations and warranties are contained in Article 4 of the merger agreement and relate to, among other things:

•

its organization and authority to enter into the merger agreement;

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•

its capitalization, subsidiaries, financial statements and public filings with the SEC;

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•

pending and threatened litigation against Nicolet and its subsidiaries;

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•

Nicolet National Bank’s loan portfolio and allowance for loan losses;

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•

its employee benefits, tax and environmental matters;

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•

legal and regulatory compliance; and

​

•

the shares of Nicolet common stock to be issued in the merger.

​

Each party’s representations and warranties are for the benefit of the other; they are not for the benefit of and may not be relied upon by shareholders. The representations and warranties of the parties will not survive the closing of the merger.

Conditions to the Merger

The merger agreement contains a number of conditions that must be satisfied or waived (if they are waivable) to complete the merger. The conditions include, among other things:

•

the representations and warranties made by each party in the merger must be accurate as of the closing date of the merger;

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•

each party must have performed or complied in all material respects with all covenants and obligations as established in the merger agreement;

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•

approval by First Menasha’s shareholders of the merger agreement by the required vote;

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•

an absence of any commenced or pending legal proceeding that challenges any of the contemplated transactions or that may have the effect of preventing, delaying or making illegal or otherwise interfering with any of the contemplated transactions;

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•

approval of the merger and the transactions contemplated thereby by the Federal Reserve, OCC and WDFI without imposing any restrictions that would have a “material adverse effect,” as defined in the merger agreement, on either Nicolet or First Menasha;

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•

the registration statement has become effective under the Securities Act;

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•

the absence of a stop order suspending the effectiveness of Nicolet’s registration statement under the Securities Act with respect to the shares of Nicolet common stock to be issued to the First Menasha shareholders;

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•

both parties shall have received a certificate signed by an executive on behalf of the other party certifying that such party’s representations and warranties are accurate and that all covenants and obligations have been performed;

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•

receipt by First Menasha and Nicolet of a tax opinion from Bryan Cave LLP that the merger qualifies as a tax-free reorganization under the Internal Revenue Code;

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•

Nicolet shall have filed with the Nasdaq Stock Market, LLC a notification form for the listing of all shares of Nicolet common stock to be delivered in the merger, and the Nasdaq Stock Market, LLC shall not have objected to the listing of such shares of Nicolet common stock;

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•

as of the Closing Date, First Menasha shall have Tangible Common Equity (as defined in the merger agreement) of no less than $46.0 million (First Menasha’s tangible common equity was $46.5 million as of September 30, 2016);

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•

First Menasha and Nicolet shall deliver, or cause to be delivered, supplemental indentures, in a form satisfactory to the trustees of the First Menasha Trusts, to effectuate Nicolet’s assumption of First Menasha’s trust preferred securities, whereby Nicolet shall assume all of First Menasha’s covenants, agreements and obligations under and relating to First Menasha’s trust preferred securities;

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•

payment by First Menasha and Nicolet of all accrued but unpaid interest on their respective trust preferred securities;

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•

the absence of any material adverse change in the financial condition, results of operations, business or prospects of either First Menasha or Nicolet;

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•

each party shall have obtained the written consents, permissions and approvals as required under any agreements, contracts, appointments, indentures, plans, trusts or other arrangements with third parties; and

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•

the absence of an order, decree or injunction enjoining or prohibiting completion of the merger.

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The conditions to the merger are set forth in Articles 8 and 9 of the merger agreement.

The parties intend to complete the merger on April 28, 2017; however, we cannot assure you that all conditions will be satisfied or waived.

Waiver and Amendment

Nearly all of the conditions to completing the merger may be waived at any time by the party for whose benefit they were created; however, the merger agreement provides that the parties may not waive any condition that would result in the violation of any law or regulation. Also, the parties may amend or supplement the merger agreement at any time by written agreement. Any material change in the terms of the merger agreement after the First Menasha special shareholders’ meeting may require a re-solicitation of votes from First Menasha’s shareholders with respect to the amended merger agreement.

Business of First Menasha Pending the Merger

The merger agreement requires First Menasha to continue to operate its business as usual and to preserve its business organization, rights and franchises pending the merger and to refrain from taking any action that would materially adversely affect the receipt of required regulatory or other consents or materially adversely affect either party’s ability to perform its covenants and agreements under the merger agreement.

Among other things, and subject to certain specified exceptions, First Menasha may not, without Nicolet’s consent, take or agree to take any of the following actions:

•

conduct its business in any manner other than in the ordinary course of business in all material respects;

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•

take any action or make any decision in contravention of commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships;

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•

take any action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of First Menasha or Nicolet to obtain any of the required regulatory approvals, to provide First Menasha’s covenants and agreements under the merger agreement, or to consummate the contemplated merger;

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•

other than pursuant to the terms of any contract to which First Menasha is a party that is outstanding on the date of the merger agreement: (i) issue, sell or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional shares of First Menasha capital stock or any security convertible into First Menasha capital stock; (ii) permit any additional shares of First Menasha capital stock to become subject to new grants; or (iii) grant any registration rights with respect to shares of First Menasha capital stock;

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•

make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of First Menasha capital stock (other than dividends from its wholly owned subsidiary to it or another of its wholly owned subsidiaries); provided, however, that First Menasha shall be permitted to continue paying its regular quarterly dividend of  $0.35 per share of First Menasha common stock consistent with past practice;

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•

directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of First Menasha capital stock (other than repurchases of shares of First Menasha common stock in the ordinary course of business to satisfy obligations under First Menasha benefit plans);

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•

amend the terms of, waive any rights under, terminate, knowingly violate the terms of or enter into: (i) any contract that is material to First Menasha’s operations; (ii) any material restriction on the ability of First Menasha or its subsidiaries to conduct its business as it is presently being conducted; or (iii) any contract or other binding obligation relating to any class of First Menasha capital stock or rights associated therewith or any outstanding instrument of indebtedness;

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•

enter into loan transactions not in accordance with, or consistent with, past practices of FNB – Fox Valley or that are on terms and conditions that, to the knowledge of First Menasha, are materially more favorable than those available to the borrower from competitive sources in arm’s-length transactions;

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•

enter into any new credit or new lending relationships greater than $500,000 that would require an exception to FNB – Fox Valley’s formal loan policy as in effect as of the date of the merger agreement or that are not in strict compliance with the provisions of such loan policy;

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•

other than incident to a reasonable loan restructuring, extend additional credit to any individual or entity, or any director or officer of, or any owner of a material interest in, such entity if such person or entity is the obligor under any indebtedness to First Menasha or any of its subsidiaries which constitutes a nonperforming loan or against any part of such indebtedness First Menasha or any of its subsidiaries has established loss reserves or any part of which has been charged-off by First Menasha or any of its subsidiaries;

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•

maintain an allowance for loan and lease losses which is not adequate in all material respects under the requirements of GAAP to provide for possible losses, net of recoveries relating to First Menasha loans previously charged off, on First Menasha loans and leases outstanding (including accrued interest receivable);

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•

fail to: (i) charge-off any First Menasha loans or leases that would be deemed uncollectible in accordance with GAAP or any applicable legal requirement; or (ii) place on non-accrual any First Menasha loans or leases that are past due greater than ninety (90) days;

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•

sell, transfer, mortgage, encumber, license, let lapse, cancel, abandon or otherwise dispose of or discontinue any of its assets, deposits, business or properties, except for sales, transfers, mortgages, encumbrances, licenses, lapses, cancellations, abandonments or other dispositions or discontinuances in the ordinary course of business and in a transaction that, together with other such transactions, is not material to First Menasha and its subsidiaries, taken as a whole;

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•

acquire (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business) all or any portion of the assets, business, deposits or properties of any other entity except in the ordinary course of business and in a transaction that, together with other such transactions, is not material to First Menasha and its subsidiaries, taken as a whole, and does not present a material risk that the closing date of the proposed merger will be materially delayed or that any approvals necessary to complete the merger or the other contemplated transactions will be more difficult to obtain;

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•

purchase any equity security for its investment portfolio that is inconsistent with FNB – Fox Valley’s formal investment policy as in effect as of the date of the merger agreement or that are not in strict compliance with the provisions of such investment policy;

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•

amend its articles of incorporation or its bylaws, or similar governing documents of any of its subsidiaries;

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•

implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or applicable regulatory accounting requirements;

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•

increase in any manner the compensation or benefits of any of the current or former directors, officers, employees, consultants, independent contractors or other service providers of First Menasha or its subsidiaries;

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•

become a party to, establish, amend, commence participation in, terminate or commit itself to the adoption of any stock option plan or other stock-based compensation plan, compensation, severance, pension, consulting, non-competition, change in control, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement or employment agreement with or for the benefit of any First Menasha employee (or newly hired employees), director or shareholder;

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•

accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any First Menasha benefit plans;

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•

cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any First Menasha benefit plan;

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•

materially change any actuarial assumptions used to calculate funding obligations with respect to any First Menasha benefit plan that is required by applicable legal requirements to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or any applicable legal requirement;

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•

conduct the administration of the First Menasha benefit plan in any manner other than in the ordinary course of business;

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•

hire any new employees with an annual salary in excess of  $75,000;

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•

incur or guarantee any indebtedness for borrowed money other than deposits or overnight fed funds or enter into any capital lease or leases; or, except in the ordinary course of business, (i) lend any money or pledge any of its credit in connection with any aspect of its business, whether as a guarantor, surety, issuer of a letter of credit or otherwise; (ii) mortgage or otherwise subject to any lien any of its assets or sell, assign or transfer any of its assets in excess of  $50,000 in the aggregate; or (iii) incur any other liability or loss representing, individually or in the aggregate, over $50,000;

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•

enter into any new line of business or materially change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except as required by applicable legal requirements or requested by any regulatory authority;

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•

settle any action, suit, claim or proceeding against it or any of its subsidiaries, except for an action, suit, claim or proceeding that is settled in an amount and for consideration not in excess of $150,000 and that would not: (i) impose any material restriction on the business of First Menasha or its subsidiaries; or (ii) create precedent for claims that is reasonably likely to be material to it or its subsidiaries;

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•

make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility;

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•

make or change any material tax elections, change or consent to any change in it or its subsidiaries’ method of accounting for tax purposes (except as required by applicable tax law), take any material position on any material tax return filed on or after the date of the merger

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agreement, settle or compromise any material tax liability, claim or assessment, enter into any closing agreement, waive or extend any statute of limitations with respect to a material amount of taxes, surrender any right to claim a refund for a material amount of taxes, or file any material amended tax return; or

•

agree to take, make any commitment to take, or adopt any resolutions of the First Menasha board of directors in support of, any of the prohibited actions listed immediately above.

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The above restrictions on First Menasha’s business activities are set forth in Section 5.2 of the merger agreement.

Business of Nicolet Pending the Merger

The merger agreement requires Nicolet to continue to operate its business as usual and to preserve its business organization, rights and franchises pending the merger and to refrain from taking any action that would materially adversely affect the receipt of required regulatory or other consents or materially adversely affect either party’s ability to perform its covenants and agreements under the merger agreement.

Among other things, and subject to certain specified exceptions, Nicolet may not, without First Menasha’s consent, take or agree to take any of the following actions:

•

conduct its business in any manner other than in the ordinary course of business in all material respects;

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•

take any action or make any decision in contravention of commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships;

​

•

take any action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Nicolet or First Menasha to obtain any of the required regulatory approvals, to provide Nicolet’s covenants and agreements under the merger agreement, or to consummate the contemplated merger;

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•

make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of Nicolet capital stock, other than dividends from its wholly owned subsidiary to it or another of its wholly owned subsidiaries;

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•

directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of Nicolet capital stock, other than (i) repurchases of shares of Nicolet common stock in the ordinary course of business to satisfy obligations under Nicolet benefit plans, or (ii) repurchases pursuant to Nicolet’s common stock repurchase program;

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•

maintain an allowance for loan and lease losses which is not adequate in all material respects under the requirements of GAAP to provide for possible losses, net of recoveries relating to Nicolet loans previously charged off, on Nicolet loans and leases outstanding (including accrued interest receivable);

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•

acquire (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business) all or any portion of the assets, business, deposits or properties of any other entity except in the ordinary course of business and in a transaction that, together with other such transactions, is not material to Nicolet and its subsidiaries, taken as a whole, and does not present a material risk that the closing date of the proposed merger will be materially delayed or that any approvals necessary to complete the merger or the other contemplated transactions will be more difficult to obtain;

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•

amend its articles of incorporation or its bylaws, or similar governing documents of any of its subsidiaries;

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•

implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or applicable regulatory accounting requirements;

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•

make or change any material tax elections, change or consent to any change in it or its subsidiaries’ method of accounting for tax purposes (except as required by applicable tax law), take any material position on any material tax return filed on or after the date of the merger agreement, settle or compromise any material tax liability, claim or assessment, enter into any closing agreement, waive or extend any statute of limitations with respect to a material amount of taxes, surrender any right to claim a refund for a material amount of taxes, or file any material amended tax return; or

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•

agree to take, make any commitment to take, or adopt any resolutions of the Nicolet board of directors in support of, any of the prohibited actions listed immediately above.

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The above restrictions on Nicolet’s business activities are set forth in Section 6.2 of the merger agreement.

Covenants of the Parties

In addition to the above restrictions on each party’s business activities prior to consummation of the merger and the covenants discussed elsewhere in this summary of the merger agreement, the parties have agreed to the following covenants:

•

the parties shall cooperate and use reasonable best efforts to obtain the required regulatory approvals;

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•

the parties are required to prepare and file a proxy statement-prospectus with the SEC, and Nicolet shall use reasonable best efforts to have such proxy statement-prospectus declared effective and to keep it effective as long as necessary to consummate the merger, and First Menasha shall use its reasonable best efforts to cause the proxy statement-prospectus to be mailed to its shareholders;

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•

First Menasha has agreed that the information to be included in the proxy statement-prospectus shall not be false or misleading;

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•

First Menasha shall call a shareholders’ meeting for the purpose of approving the merger agreement and the merger, and First Menasha’s board of directors shall use reasonable best efforts to obtain approval of the merger;

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•

each party shall give the other prompt notice of any changes that would constitute a material breach of the merger agreement;

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•

the parties shall use commercially reasonable efforts to cause the merger to qualify as a reorganization under the Internal Revenue Code, and shall deliver such certificates and other documents necessary for Nicolet’s counsel to issue its opinion that the merger qualifies as a reorganization;

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Nicolet shall maintain employee benefit plans and compensation opportunities that, in the aggregate, are no less favorable than the employee benefit plans and compensation opportunities made available to similarly-situated Nicolet employees, and Nicolet has agreed to credit First Menasha employees for their years of service at First Menasha to the same extent as if that service had been with Nicolet under the applicable Nicolet benefit plans;

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First Menasha has agreed to take all appropriate actions, upon the request of Nicolet, to amend, suspend or terminate any benefit plans;

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Nicolet has agreed to appoint two current directors of First Menasha to the boards of directors of Nicolet and Nicolet National Bank;

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Nicolet has agreed to authorize and reserve the number of shares of Nicolet common stock necessary to constitute the merger and to cause such shares to be approved for listing on the Nasdaq Capital Market;

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Nicolet shall take such action to cause the acquisition of Nicolet common stock in the merger to be exempt under Exchange Act Rule 16b-3;

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First Menasha shall deliver to Nicolet audited financial statements for the year ended December 31, 2016; and

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the parties shall consult concerning the defense of any shareholder litigation.

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No Solicitation of Alternative Transactions

First Menasha was required to immediately cease any negotiations with any person regarding any Acquisition Proposal, as defined in the merger agreement, existing at the time the merger agreement was executed. In addition, First Menasha may not solicit, directly or indirectly, inquiries or proposals with respect to, or, except to the extent determined by its board of directors in good faith, after consultation with its legal counsel, to be required to discharge properly the directors’ fiduciary duties, furnish any information relating to, or participate in any negotiations or discussions concerning, any sale of all or substantially all of its assets, any purchase of a substantial equity interest in it or any merger or other combination with First Menasha. Subject to the same fiduciary duties, First Menasha’s board may not withdraw its recommendation to its shareholders of the merger or recommend to its shareholders any such other transaction.

First Menasha was also required to instruct its officers, directors, agents, and affiliates to refrain from taking such action prohibited by the merger agreement and is required to notify Nicolet immediately if it receives any inquiries from third parties. However, no director or officer of First Menasha is prohibited from taking any action that the board of directors determines in good faith, after consultation with counsel, is required by law or is required to discharge such director’s or officer’s fiduciary duties.

Indemnification and Insurance

Nicolet has agreed to provide certain indemnification in favor of the directors, officers and employees of First Menasha and its subsidiaries with respect to matters occurring prior to or at the effective time of the merger. Nicolet will cause the officers and directors currently covered by First Menasha’s policy to be covered by a directors’ and officers’ liability insurance policy for six years following the effective time of the merger, subject to certain conditions provided in Section 6.3 of the merger agreement.

Termination of the Merger Agreement; Termination Fee

The merger agreement specifies the circumstances under which the parties may terminate the agreement and abandon the merger. Those circumstances are:

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by mutual consent of First Menasha’s board of directors and Nicolet’s board of directors;

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by either party if the other party materially breaches any representation, warranty or covenant, such breach cannot be, or is not, cured within 30 days after written notice, subject to a requirement in certain circumstances that the existence of such breach would result in a “material adverse effect,” as defined in the merger agreement, on the breaching party;

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by either party if any regulatory authority that must grant a required approval has denied approval of any of the contemplated transactions and such denial has become final and nonappealable; provided, however, that the right to terminate the merger agreement shall not be available to a party whose failure (or the failure of any of its affiliates) to fulfill any of its obligations (excluding warranties and representations) under the merger agreement has been the cause of or resulted in the occurrence of a regulatory authority denial;

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by either party if any application, filing or notice for a required regulatory approval has been withdrawn at the request or recommendation of the applicable regulatory authority; provided, however, that the right to terminate the merger agreement shall not be available to a party whose failure (or the failure of any of its affiliates) to fulfill any of its obligations (excluding warranties and representations) under the merger agreement has been the cause of or resulted in the occurrence of a regulatory request for withdrawal;

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by either party if First Menasha’s shareholders fail to approve the proposed merger; provided, however, that the right to terminate the merger agreement shall not be available to a party whose

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failure (or the failure of its affiliates) to fulfill any of its obligations (excluding warranties and representations) under the merger agreement has been the cause of or resulted in the failure to obtain the approval of First Menasha’s shareholders;

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by either party if the merger is not consummated on or before November 3, 2017;

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by either party if any court of competent jurisdiction or other regulatory authority shall have issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting any of the contemplated transactions and such judgment, order, injunction, rule, decree or other action shall have become final and nonappealable;

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by First Menasha, prior to receipt of its shareholders’ approval, to accept an Acquisition Proposal that First Menasha’s board of directors deems a Superior Proposal, as each term is defined in the merger agreement;

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by Nicolet, if First Menasha’s board of directors makes an adverse recommendation, whereby the First Menasha board of directors withdraws, qualifies or adversely modifies its recommendation to First Menasha shareholders that they vote in favor of the adoption and approval of the merger agreement; or

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by Nicolet, if the holders of more than 10% of the outstanding shares of First Menasha common stock assert dissenters’ rights in compliance with Subchapter XIII of the WBCL.

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If Nicolet terminates the merger agreement because First Menasha’s board withdraws or changes its recommendation of the merger agreement, or if First Menasha terminates the merger agreement to accept an Acquisition Proposal it deems a Superior Proposal, as each term is defined in the merger agreement, then First Menasha (or its successor) must pay Nicolet a termination fee of  $3.25 million. If an Acquisition Proposal is made, and if either party thereafter terminates the merger agreement either because the First Menasha shareholder approval was not obtained or because the merger is not consummated by November 3, 2017, and within 12 months of such termination First Menasha enters into a definitive agreement with respect to such Acquisition Proposal, then First Menasha (or its successor) must pay Nicolet a termination fee of  $3.25 million.

Provisions of the merger agreement regarding confidentiality, payment of the termination fee and indemnification of First Menasha and its controlling persons will survive any termination of the merger agreement.

Payment of Expenses Relating to the Merger

The parties will pay all of their own expenses related to negotiating and completing the merger, whether or not the merger is consummated, except that the expenses incurred in connection with the filing, printing and mailing of this proxy statement-prospectus, and all filing and other fees paid to the SEC, in each case in connection with the merger (other than attorneys’ fees, accountants’ fees and related expenses), shall be shared equally by Nicolet and First Menasha.

Affiliate Agreements

Certain shareholders of First Menasha have executed a Voting and Support Agreement, in which each such shareholder agrees to vote all of his, her or its shares of First Menasha common stock in favor of the merger agreement.

Forms of the Voting and Support Agreements are attached as Exhibit B to the merger agreement, which is attached to this proxy statement-prospectus as Appendix A . These agreements may have the effect of discouraging third parties from making an Acquisition Proposal, as defined in the merger agreement. The following is a brief summary of the material provisions of the agreements:

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The shareholder agrees to vote, or cause to be voted, in person or by proxy, all of the shares of First Menasha common stock that the shareholder owns beneficially or of record in favor of the merger agreement, unless Nicolet is then in breach of the agreement.

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The shareholder agrees, except for certain specific transfers set forth in the agreement, not to directly or indirectly transfer any of his, her or its First Menasha common stock until the closing date of the merger without prior written consent of Nicolet.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a summary description of the anticipated material U.S. federal income tax consequences of the merger generally applicable to U.S. Shareholders (as defined below) of First Menasha who hold the common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code. This summary description deals only with the U.S. federal income tax consequences of the merger. No information is provided regarding the tax consequences of the merger under state, local, gift, estate, foreign or other tax laws. We do not intend it to be a complete description of the U.S. federal income tax consequences of the merger to all First Menasha shareholders in light of their particular circumstances or to First Menasha shareholders subject to special treatment under U.S. federal income tax laws, such as:

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Non-U.S. Shareholders (as defined below) (except to the extent discussed under the subheading “Tax Implications to Non-U.S. Shareholders” below);

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entities treated as partnerships for U.S. federal income tax purposes or First Menasha shareholders who hold their shares through entities treated as partnerships for U.S. federal income tax purposes;

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qualified insurance plans;

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tax-exempt organizations;

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qualified retirement plans and individual retirement accounts;

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brokers or dealers in securities or currencies;

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traders in securities that elect to use a mark-to-market method of accounting;

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regulated investment companies;

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real estate investment trusts;

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persons whose functional currency is not the U.S. dollar;

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persons who received their stock upon the exercise of employee stock options or otherwise acquired their stock as compensation;

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persons who purchased or sell their shares of First Menasha common stock as part of a wash sale; or

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persons who hold the common stock as part of a “hedge,” “straddle” or other risk reduction, “constructive sale,” or “conversion transaction,” as these terms are used in the Internal Revenue Code.

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This discussion is based upon, and subject to, the Internal Revenue Code, the Treasury regulations promulgated under the Internal Revenue Code, existing interpretations, administrative rulings and judicial decisions, all of which are in effect as of the date of this statement, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion. Tax laws are complex, and your individual circumstances may affect the tax consequences to you. We urge you to consult a tax advisor regarding the tax consequences of the merger to you.

U.S. Shareholders

For purposes of this discussion, the term “U.S. Shareholder” means a beneficial owner of First Menasha common stock that is:

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a citizen or resident of the U.S.;

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a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the U.S. or any of its political subdivisions;

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a trust that (i) is subject to both the primary supervision of a court within the U.S. and the control of one or more U.S. persons, or (ii) has a valid election in effect under applicable U.S. treasury regulations to be treated as a U.S. person; or

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an estate that is subject to U.S. federal income tax on its income regardless of its source.

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If a partnership (including any entity or arrangement, domestic or foreign, that is treated as a partnership for U.S. federal income tax purposes) holds First Menasha common stock, the tax treatment of a partner will generally depend on the status of the partners and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors regarding the tax consequences of the merger to them.

Qualification of the Merger as a Reorganization

Nicolet and First Menasha have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The obligation of Nicolet and First Menasha to complete the merger is conditioned upon receipt of a tax opinion from Bryan Cave LLP to the effect that:

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the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; and

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each of First Menasha and Nicolet will be a party to such reorganization within the meaning of Section 368(b) of the Internal Revenue Code.

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The tax opinion is filed as Exhibit 8.1 to the registration statement of which this proxy statement- prospectus is a part. The tax opinion is based upon law existing on the date of the opinion and upon certain facts, assumptions, limitations, representations and covenants including those contained in representation letters executed by officers of First Menasha and Nicolet that, if incorrect in certain material respects, would jeopardize the conclusions reached by Bryan Cave LLP in its opinion. The tax opinion will not bind the Internal Revenue Service or prevent the Internal Revenue Service from successfully asserting a contrary opinion. No ruling will be requested from the Internal Revenue Service in connection with the merger.

Tax Implications to U.S. Shareholders

The following discussion summarizes the material U.S. federal income tax consequences of the merger to U.S. Shareholders, assuming the merger qualifies as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

Tax Consequences to U.S. Shareholders.    The U.S. federal income tax consequences of the merger to an owner of First Menasha common stock that is a U.S. Shareholder generally will depend on whether the U.S. Shareholder exchanges First Menasha common stock for cash, Nicolet common stock, or a combination of cash and Nicolet common stock.

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Exchange Solely for Nicolet Stock.    No gain or loss will be recognized by U.S. Shareholders upon the exchange of shares of First Menasha common stock solely for shares of Nicolet common stock pursuant to the merger, except in respect of cash received in lieu of the issuance of a fractional share of Nicolet common stock (as discussed below).

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Exchange for Cash and Nicolet Common Stock.    A U.S. Shareholder who receives a combination of cash (not including cash received in lieu of the issuance of a fractional share of Nicolet common stock) and Nicolet common stock in exchange for First Menasha common stock will generally recognize gain (but not loss) in an amount equal to the lesser of: (i) the excess, if any, of (a) the sum of the amount of cash treated as received in exchange for First Menasha common stock in the merger (excluding cash received in lieu of a fractional share) plus the fair market value of Nicolet common stock (including the fair market value of any fractional share) received in the merger, over (b) the U.S. Shareholder’s adjusted tax basis in the shares of First Menasha common stock exchanged, or (ii) the amount of cash (excluding cash received in lieu of a fractional share) received in the merger. Any taxable gain to a U.S. Shareholder on the exchange of First Menasha common stock generally will be treated as capital gain (either long-term or short-term capital gain depending on whether the shareholder has held such First Menasha common stock for more than one year in the case of long-term capital gain or one year or less in the case of short-term capital gain). If a U.S. Shareholder acquired different blocks of First Menasha common stock at different times or at different prices, such U.S. Shareholder’s basis and holding period in its shares of Nicolet common stock may be determined with reference to each block of First Menasha

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common stock. Such U.S. Shareholder should consult its individual tax advisor regarding the manner in which gain or loss should be determined. If, however, the cash received has the effect of the distribution of a dividend (as discussed below), the gain will be treated as a dividend to the extent of the U.S. Shareholder’s ratable share of accumulated earnings and profits as calculated for U.S. federal income tax purposes.

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Exchange of Cash in Lieu of Fractional Share.    A U.S. Shareholder who receives cash in lieu of the issuance of a fractional share of Nicolet common stock will generally be treated as having received such fractional share pursuant to the merger and then as having received cash in exchange for such fractional share. Gain or loss generally will be recognized in an amount equal to the difference between the amount of cash received instead of the fractional share and the portion of the U.S. Shareholder’s aggregate adjusted tax basis of the First Menasha shares exchanged in the merger which is allocable to the fractional share of Nicolet common stock. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such shares of First Menasha common stock is more than one year.

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Tax Basis of Nicolet Common Stock Received in the Merger.    The aggregate tax basis of the Nicolet common stock (including a fractional share deemed received and sold for cash as described above) received in the merger will equal the aggregate tax basis of the First Menasha common stock surrendered in the exchange, reduced by the amount of cash received, if any, that is treated as received in exchange for First Menasha common stock (excluding any cash received in lieu of a fractional share of Nicolet common stock), and increased by the amount of gain, if any, recognized in the exchange (including any portion of the gain that is treated as a dividend but excluding any gain resulting from a fractional share deemed received and sold for cash as described above).

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Holding Period of Nicolet Common Stock Received in the Merger.    The holding period for any Nicolet common stock received in the merger will include the holding period of the First Menasha common stock surrendered in the exchange.

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Possible Treatment of Cash as a Dividend.    There are certain circumstances in which all or part of the gain recognized by a U.S. Shareholder will be treated as a dividend rather than capital gain. In general, the determination of whether the gain recognized in the exchange (other than gain with respect to fractional shares) will be treated as capital gain or has the effect of a distribution of a dividend depends upon whether, and to what extent, the exchange reduces the U.S. Shareholder’s deemed percentage stock ownership in Nicolet. These rules are complex and dependent upon the specific factual circumstances particular to each U.S. Shareholder, including the application of certain constructive ownership rules. Consequently, each U.S. Shareholder should consult its tax advisor regarding the potential application of these tax consequences of the merger to such shareholder.

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Exchange Solely for Cash.    A U.S. Shareholder who receives solely cash in exchange for First Menasha common stock, whether as a result of a valid election to receive the per share cash consideration, exercising dissenter’s rights, state-restricted shares, cash-out shares, or otherwise, will generally recognize gain or loss in an amount equal to the difference between the cash received and the U.S. Shareholder’s adjusted tax basis in the shares of First Menasha common stock surrendered by such shareholder. Any taxable gain to a U.S. Shareholder on the exchange of First Menasha common stock will generally be treated as capital gain, either long-term or short-term capital gain depending on such shareholder’s holding period for the First Menasha common stock. Each holder of First Menasha common stock who contemplates making a valid election to receive the per share cash consideration or exercising statutory dissenters’ or appraisal rights should consult its tax advisor as to the possibility that all or a portion of the payment received pursuant to either the election or the exercise of such rights will be treated as dividend income.

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First Menasha Regular Quarterly Dividend.    The merger agreement allows First Menasha to continue paying its regular quarterly dividends of  $0.35 per share to First Menasha shareholders prior to consummation of the merger in the ordinary course of business. Assuming these dividends will be paid to First Menasha shareholders out of funds generated from ordinary operations, it will be taxed to the shareholders as qualified dividend income.

Tax Consequences to Nicolet and First Menasha.    Neither Nicolet nor First Menasha will recognize taxable gain or loss as a result of the merger, except for, in the case of First Menasha, gain, if any, that has been deferred in accordance with the consolidated return regulations.

Tax Implications to Non-U.S. Shareholders

For purposes of this discussion, the term “Non-U.S. Shareholder” means a beneficial owner of First Menasha common stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Shareholder. The rules governing the U.S. federal income taxation of Non-U.S. Shareholders are complex, and no attempt will be made herein to provide more than a limited summary of those rules.

Tax Consequences to Non-U.S. Shareholders.    Any gain a Non-U.S. Shareholder recognizes from the exchange of First Menasha common stock for Nicolet common stock and cash in the merger generally will not be subject to U.S. federal income taxation unless (a) the gain is effectively connected with a trade or business conducted by the Non-U.S. Shareholder in the United States, or (b) in the case of a Non-U.S. Shareholder who is an individual, such shareholder is present in the United States for 183 days or more in the taxable year of the sale and other conditions are met. Non-U.S. Shareholders described in (a) above will be subject to tax on gain recognized at applicable U.S. federal income tax rates and, in addition, Non-U.S. Shareholders that are corporations (or treated as corporations for U.S. federal income tax purposes) may be subject to a branch profits tax equal to 30% (or a lesser rate under an applicable income tax treaty) on their effectively connected earnings and profits for the taxable year, which would include such gain. Non-U.S. Shareholders described in (b) above will be subject to a flat 30% tax on any gain recognized, which may be offset by U.S. source capital losses.

Dividends Paid with Respect to Nicolet Common Stock.    As a result of the merger, current shareholders of First Menasha common stock will hold Nicolet common stock. Dividends paid to Non-U.S. Shareholders (to the extent paid out of Nicolet’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes) with respect to such shares of Nicolet common stock will be subject to withholding at a 30% rate or such lower rate as may be specified by an applicable income tax treaty unless the dividends are effectively connected with the conduct of a trade or business within the United States and, if certain tax treaties apply, are attributable to a U.S. permanent establishment, as discussed below. Even if a Non-U.S. Shareholder is eligible for a lower treaty rate, Nicolet will generally be required to withhold at a 30% rate (rather than the lower treaty rate) on dividend payments unless Nicolet has received a valid IRS Form W-8BEN or other documentary evidence establishing entitlement to a lower treaty rate with respect to such payments. If a Non-U.S. Shareholder holds the Nicolet common stock through a foreign financial institution or other foreign non-financial entity, a 30% withholding tax will be imposed on dividends paid to such “foreign financial institution” or other foreign non-financial entity unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner.

If a Non-U.S. Shareholder is subject to withholding at a rate in excess of a reduced rate for which it is eligible under a tax treaty or otherwise, it may be able to obtain a refund of or credit for any amounts withheld in excess of the applicable rate. Investors are encouraged to consult with their own tax advisers regarding the possible implications of these withholding requirements.

Dividends that are effectively connected with the conduct of a trade or business within the United States and, if certain tax treaties apply, are attributable to a U.S. permanent establishment, are not subject to withholding tax, but instead are subject to U.S. federal income tax on a net income basis at applicable graduated rates. Special certification and disclosure requirements must be satisfied for effectively connected

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income to be exempt from withholding. Any such effectively connected dividend received by a Non-U.S. Shareholder that is a corporation for U.S. federal income tax purposes may be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Tax Consequences if the Merger Does Not Qualify as a Reorganization

If the merger fails to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and if the parties to the merger waive this condition to closing and consummate the merger, the merger will be a fully taxable transaction to First Menasha and the shareholders of First Menasha common stock. For federal income tax purposes, the Merger will be deemed to be a sale of assets by First Menasha followed by a distribution of the sale proceeds by First Menasha to its shareholders in complete liquidation of First Menasha. Accordingly, First Menasha will recognize income, gain, loss, or deduction generally equal to the difference between (i) the sum of the total consideration received in the merger and First Menasha’s liabilities deemed assumed and (ii) the First Menasha’s adjusted tax basis in its assets. U.S. Shareholders will recognize gain or loss measured by the difference between the total consideration received in the merger and such shareholders’ tax basis in the shares of First Menasha common stock surrendered in the merger. Each shareholder of First Menasha common stock is urged to consult its tax advisor regarding the manner in which gain or loss should be calculated among different blocks of First Menasha common stock surrendered in the merger. The aggregate tax basis in the shares of Nicolet common stock received pursuant to the merger will be equal to the fair market value of such Nicolet common stock as of the closing date of the merger. The holding period of such shares of Nicolet common stock will begin on the date immediately following the closing date of the merger.

Backup Withholding and Information Reporting

In general, information reporting requirements may apply to the cash payments made to shareholders of First Menasha common stock in connection with the merger, unless an exemption applies. Backup withholding may be imposed on the above payments at a rate of 28% if a U.S. Shareholder or Non-U.S. Shareholder (i) fails to provide a taxpayer identification number or appropriate certificates, or (ii) otherwise fails to comply with all applicable requirements of the backup withholding rules.

Any amounts withheld from payments to shareholders of First Menasha common stock under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against your applicable U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service. Both U.S. Shareholders and Non-U.S. Shareholders should consult their own tax advisors regarding the application of backup withholding based on their particular circumstances and the availability and procedure for obtaining an exemption from backup withholding.

Medicare Tax on Net Investment Income

U.S. Shareholders are subject to a 3.8% Medicare tax on certain net investment income earned by individuals, estates and trusts, including any gain recognized in connection with merger of First Menasha and Nicolet. In the case of an individual, the tax will be imposed on the lesser of  (i) the shareholder’s net investment income, or (ii) the amount by which the shareholder’s modified adjusted gross income exceeds a certain threshold (which is $250,000 in the case of married individuals filing jointly, $125,000 in the case of married individuals filing separately, and $200,000 in all other cases).

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CERTAIN DIFFERENCES IN RIGHTS OF SHAREHOLDERS

To the extent that they receive Nicolet common stock as merger consideration, First Menasha’s shareholders will become Nicolet shareholders following completion of the merger. Their rights as shareholders will then be governed by Nicolet’s articles of incorporation and bylaws rather than by First Menasha’s articles of incorporation and bylaws.

Nicolet and First Menasha are both corporations organized under the laws of the State of Wisconsin. The corporate affairs of Nicolet and First Menasha are governed generally by the provisions of the Wisconsin Business Corporation Law (the “WBCL”). The following is a summary of differences between the rights of First Menasha shareholders and Nicolet shareholders not described elsewhere in this proxy statement-prospectus. The summary is necessarily general, and it is not intended to be a complete statement of all differences affecting the rights of shareholders. It is qualified in its entirety by reference to the WBCL, as well as the articles of incorporation and bylaws of each corporation. First Menasha shareholders should consult their own legal counsel with respect to specific differences and changes in their rights as shareholders that would result from the proposed merger.

Authorized Capital Stock

Nicolet.    Nicolet’s articles of incorporation authorize it to issue 30,000,000 shares of common stock, $0.01 par value, and 10,000,000 shares of preferred stock, no par value, with such preferences, limitations and relative rights as determined by the board of directors. As of September 30, 2016, there were 8,632,240 shares (including 49,815 shares of restricted stock granted but not yet vested under Nicolet’s employee benefit plans) of common stock issued and 8,582,425 shares of common stock outstanding. Of the authorized preferred stock, (i) 14,964 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A; (ii) 748 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B; and (iii) 24,400 shares of Non-Cumulative Perpetual Preferred Stock, Series C, were authorized, but no shares of any series of preferred stock were outstanding as of September 30, 2016.

As of September 30, 2016, no shares of Nicolet capital stock were reserved for issuance except for: (i) 983,781 shares of Nicolet common stock were subject to outstanding options, restricted stock , or other equity awards under a Nicolet stock plan; (ii) 1,110,762 shares of Nicolet common stock reserved for future issuance under a Nicolet stock plan; (iii) 141,082 shares of Nicolet common stock reserved for issuance under Nicolet’s 401(k) plan; and (iv) 65,963 shares of Nicolet common stock reserved for issuance under Nicolet’s deferred compensation plan for non-employee directors.

First Menasha.    First Menasha’s articles of incorporation authorize it to issue 900,000 shares of common stock, $0.025 par value, and 50,000 shares of preferred stock, no par value. As of September 30, 2016, there were 587,297 shares of First Menasha common stock issued and outstanding (including 1,939 shares of restricted stock) and no shares of the authorized preferred stock were issued or outstanding. As of September 30, 2016, there were 38,061 shares of First Menasha common stock reserved for issuance pursuant to future awards under First Menasha stock plans.

Preemptive Rights

Nicolet.    Nicolet’s articles of incorporation provide that no holders of Nicolet stock shall have any preemptive rights.

First Menasha.    First Menasha’s articles of incorporation grant preemptive rights to certain holders of First Menasha common stock. Upon any issuance of securities by First Menasha, shareholders who qualify as “accredited investors” shall have the opportunity, subject to the exceptions and conditions in the articles of incorporation, to purchase the number of securities in such offering necessary to maintain the holder’s percentage ownership in the common stock of First Menasha.

Composition and Election of the Board of Directors

Nicolet.    Nicolet’s articles of incorporation and bylaws provide that the board of directors shall consist of not fewer than two nor more than 25 directors, with the exact number of directors to be set by resolution of the board. Its articles of incorporation provide for the election of directors by cumulative

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voting, which means that the number of votes each common shareholder may cast is determined by multiplying the number of shares he, she or it owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder.

First Menasha.    First Menasha’s bylaws provide that the number of directors constituting the board of directors shall be 12 and that the board of directors shall have the power to increase or decrease the number of directors by amendment to the bylaws or by resolution (provided, however, that no decrease may have the effect of shortening the term of any incumbent director). The number of directors shall not be less than one. The articles of incorporation do not provide for cumulative voting. First Menasha’s articles of incorporation and bylaws provide that each director serves for a term of one year and until his or her successor is elected and qualified, unless the director is removed as provided by the WBCL.

Director Nominations

Nicolet.    Under Nicolet’s bylaws, either directors or shareholders may nominate persons for election as Nicolet directors. Nominations that are not made by or on behalf of Nicolet’s management must be delivered in writing to Nicolet’s President no less than 14 and no more than 50 days before the meeting at which directors will be elected. If less than 21 days’ notice of such meeting is given, then the delivery deadline for the shareholder’s written notice is the close of business on the seventh day after the date on which notice of the meeting was mailed. The shareholder’s nomination must specify (to the extent known to the shareholder) the nominee’s name, address and principal occupation; the number of shares of capital stock that will be voted in favor of the nominee; and the nominating shareholder’s name, address and beneficial ownership of Nicolet capital stock.

First Menasha.    Under First Menasha’s bylaws, either directors or shareholders may nominate persons for election to the board of directors. Nominations other than those made by or on behalf of the existing management shall be made by notice in writing, delivered or mailed to the president of the corporation not less than 14 days nor more than 50 days preceding the meeting, provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such notice shall be delivered or mailed not less than seven days following the mailing of such notice of meeting. Each notice of nomination of directors shall contain the name and address of the nominee, the principal occupation of the nominee, the total number of shares of the corporation that will be voted for the nominee, the name and address of the nominating shareholder, and the number of shares owned by the nominating shareholder. The chairperson of the meeting may, in the chairperson’s discretion, discard any nominations deemed not to be made in accordance with these requirements.

Director Qualifications

Nicolet.    Under Nicolet’s bylaws, no person shall be eligible to be elected a director at any meeting of shareholders held on or after the date he or she attains age 72. The board of directors, at its discretion, may waive the age limitation or establish a greater age from time to time. Nicolet’s bylaws do not impose any other specific qualification requirements on directors.

First Menasha.    First Menasha’s articles of incorporation provide that directors may hold positions as officers and/or directors of any other corporation engaged in business related to that of First Menasha. Under First Menasha’s bylaws, directors are not required to be shareholders. First Menasha’s bylaws prescribe a mandatory retirement age of directors of 70 years of age. Any director obtaining the age of 70 shall retire as of the date of the annual shareholders’ meeting following that director’s 70th birthday; however, this provision shall not apply to special directors or consultants.

Board Committees

Nicolet.    Under the WBCL, unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. The WBCL provides that a committee may exercise the authority of the full board of directors except that it cannot approve or recommend to shareholders matters that require shareholder approval under the WBCL and it

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cannot adopt, amend or repeal a corporate bylaw. In addition to these restrictions, Nicolet’s bylaws provide that no board committee may approve dividends, fill board or committee vacancies without express authorization by the full board, amend the articles of incorporation, approve a plan of merger not requiring shareholder approval, approve the reacquisition of outstanding Nicolet capital stock except pursuant to parameters established by the full board, or approve the issuance of capital stock except to the extent authorized by the full board.

First Menasha.    First Menasha’s bylaws allow the board of directors to create one or more committees by a resolution approved by either a majority of directors in office at the time or the number of directors required by First Menasha’s bylaws to take action, whichever is greater. Any committee created shall consist of two or more directors and shall, unless otherwise provided by the board of directors, serve at the pleasure of the board of directors. A committee may exercise, when the board of directors is not in session, any of the powers of the board of directors, except that a committee may not: (i) authorize distributions; (ii) approve or propose to shareholders action requiring shareholder approval; (iii) appoint the principal officers; (iv) amend articles of incorporation or bylaws; (v) approve any plan of merger not requiring shareholder approval; (vi) authorize or approve reacquisition of shares except by a formula or method under the direction of the board of directors; (vii) authorize or approve the issuance or sale of shares or make determinations and designation of rights preferences and limitations of a class or series of shares unless within limits prescribed by the board of directors; or (viii) fill vacancies on the board of directors or on committees unless the board of directors, by resolution, provides that committee vacancies may be filled by a majority of the remaining committee members.

Board Vacancies

Nicolet.    The WBCL provides that unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors it may filled by any of the following: (i) the shareholders; (ii) the board of directors; or (iii) if the directors remaining in office constitute fewer than a quorum of the board, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new directors may not take office until the vacancy occurs. Nicolet’s bylaws provide that any vacancy on the board, including a vacancy resulting from an increase in the number of directors, shall be filled by a majority of the board of directors then in office, although less than a quorum, and any directors so chosen shall hold office for the remaining term of directors of the class to which he or she has been elected and until election of his or her duly qualified successor.

First Menasha.    First Menasha’s bylaws provide that any vacancy on the board, except a vacancy resulting from removal of a director by the shareholders, shall be filled by a majority vote of the remaining board of directors, although less than a quorum, and any directors so chosen shall hold office until election of their duly qualified successors. Any vacancy created by a removal of a director by the shareholders may be filled by the shareholders entitled to vote at the meeting called for the purpose of removing the director(s).

Director Removal

Nicolet.    Directors may be removed for cause by the affirmative vote of the holders of a majority of the outstanding shares of Nicolet common stock entitled to vote in the election of directors, except that a director may not be removed if a number of cumulative votes sufficient to elect him or her is cast against his or her removal. Removal must be voted upon at a special shareholders’ meeting called for that purpose, and any vacancy so created may be filled by majority vote of the remaining directors. “Cause” is defined as conviction of a felony, a demand for removal by regulatory authorities or a determination by two-thirds of the directors then in office (excluding the director whose removal is being sought) that the director’s conduct was inimical to the best interests of Nicolet.

First Menasha.    First Menasha’s bylaws provide that any director or the entire board of directors may be removed, with or without cause, by the shareholders entitled to vote at a meeting called for that purpose. Any vacancy created by a removal of a director under this provision may be filled by the shareholders entitled to vote at the meeting called for the purpose of removing the director(s).

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Advance Notice of Shareholder Proposals

Nicolet.    Nicolet’s bylaws provide that in addition to any other requirements generally applicable to matters to be brought before an annual meeting of shareholders under Nicolet’s articles of incorporation or bylaws or the WBCL, a Nicolet shareholder who wishes to present a matter for consideration at such meeting must notify Nicolet’s Corporate Secretary in writing no later than 60 days before the meeting. The shareholder’s notice must specify the nature and reason for the business proposed to be conducted; the shareholder’s name, address and beneficial ownership of Nicolet stock; and any material interest of the shareholder in the matter proposed for consideration. See “Director Nominations” above for special provisions relating to shareholder nominations of candidates for the board of directors.

First Menasha.    See “Director Nominations” above for special provisions relating to shareholder nominations of candidates for the board of directors. First Menasha’s bylaws do not contain any advance notice requirements for items other than director nominations.

Meetings of Shareholders

Nicolet.    Nicolet’s bylaws provide that annual meetings of shareholders will be held at such date as may be specified by the board of directors or Corporate Secretary. Subject to any contrary requirements of the WBCL, special meetings of shareholders may be called by either Nicolet’s Chief Executive Officer or President at the direction of the board of directors or by the holder(s) of at least 10% of Nicolet’s outstanding stock. Nicolet’s bylaws require at least ten and not more than sixty days’ notice of any meeting of shareholders.

First Menasha.    First Menasha’s bylaws provide that the annual meeting of the shareholders shall be held at any place designated by the board of directors and, in the absence of such designation, at First Menasha’s principal office in the State of Wisconsin. The directors shall designate the date and time of the meeting; however, if the directors fail to designate a time, the meeting shall be held at 10:00 a.m. Special meetings of the shareholders may be called by the board of directors, the president, any vice-president, any other officer that the board of directors authorizes, or shall be called by the president or secretary at the written request of the holders of not less than 10% of all the shares of the corporation entitled to vote at the meeting.

Shareholder Vote Requirements

Nicolet.    Except as described under “Board of Directors” above and “Mergers, Consolidations and Sales of Assets” below, and unless a greater number of votes is required under Nicolet’s articles of incorporation or the WBCL, a matter voted upon by Nicolet shareholders will be approved if more votes are cast in favor of a matter than against it, assuming a quorum is present.

First Menasha.    Except as described under “Board of Directors” above and “Mergers, Consolidations and Sales of Assets” below, and unless a greater number of votes is required under the WBCL, a matter voted upon by First Menasha shareholders will be approved if the majority of the shares represented at the meeting and entitled to vote affirmatively vote on the matter.

Mergers, Consolidations and Sales of Assets

Nicolet.    Nicolet’s articles of incorporation provide that any merger or share exchange of Nicolet with or into any other corporation, or any sale, lease, exchange or other disposition of substantially all of its assets to any other person or entity will require the approval of either: (i) two-thirds of the directors then in office and a majority of the outstanding shares entitled to vote; or (ii) a majority of the directors then in office and two-thirds of the outstanding shares entitled to vote.

Nicolet’s articles of incorporation require that, in considering an offer of another party to make a tender or exchange offer for any equity security of Nicolet; to merge, effect a share exchange or otherwise combine Nicolet with any other corporation; or purchase or otherwise acquire all or substantially all of the assets of Nicolet, the board, in determining what is in the best interests of Nicolet and its shareholders, give due consideration to all relevant factors, including, without limitation, (a) the short-term and long-term social and economic effects on the employees, customers, shareholders and other constituents of Nicolet

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and its subsidiaries, and on the communities within which Nicolet and its subsidiaries operate (it being understood that Nicolet National Bank is charged with providing support to and being involved in the communities it serves); and (b) the consideration being offered by the other party in relation to the then-current value of Nicolet in a freely negotiated transaction and in relation to the board’s then-estimate of the future value of Nicolet as an independent entity.

First Menasha.    First Menasha’s articles of incorporation require that any merger or consolidation of First Menasha with and into one or more corporations, such that the corporation shall not longer survive as an entity following the transaction, requires the affirmative vote of the holders of a majority of the shares entitled to vote.

Indemnification

Nicolet.    Nicolet’s bylaws provide for the mandatory indemnification of a director, officer, employee or agent of Nicolet (or a person concurrently serving in such a capacity with another entity at Nicolet’s request), to the extent such person has been successful on the merits or otherwise in the defense of any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding brought by or in the right of Nicolet or by any other person or entity to which such person is a party because he or she is a director, officer, employee or agent, for all reasonable fees, costs, charges, disbursements, attorneys’ fees and other expenses incurred in connection with proceeding. In all other cases, Nicolet shall indemnify a director or officer of Nicolet, and may indemnify an employee or agent of Nicolet, against all liability and reasonable fees, costs, charges, disbursements, attorneys’ fees and other expenses incurred by such person in any proceeding brought by or in the right of Nicolet or by any other person or entity to which such person is a party because he or she is a director, officer, employee or agent, unless it has been proven by final adjudication that such person breached or failed to perform a duty owed to Nicolet that constituted:

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a willful failure to deal fairly with Nicolet or its shareholders in connection with a matter in which the director, officer, employee or agent has a material conflict of interest;

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a violation of criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful;

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a transaction from which the director, officer, employee or agent derived an improper personal profit; or

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willful misconduct.

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Unless modified by written agreement, the determination as to whether indemnification is proper shall be made in accordance with the WBCL. The right to indemnification under Nicolet’s bylaws may only be amended by the vote of two-thirds of the outstanding shares of Nicolet capital stock entitled to vote on the matter. Nicolet is authorized to purchase and maintain insurance on behalf of its directors, officers, employees or agents in connection with the foregoing indemnification obligations.

First Menasha.    First Menasha’s bylaws provide, in accordance with the WBCL, for the mandatory indemnification of a director or officer, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is or was a director or officer of the corporation. First Menasha’s bylaws also provide for indemnification in other instances pursuant to but not required by the WBCL (with no requirement that the director of officer be successful on the merits or otherwise), unless the director or officer is personally liable because the director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constitutes any of the following:

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a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest;

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a violation of the criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

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•

a transaction from which the director or officer derived an improper personal benefit; or

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•

willful misconduct.

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The determination as to whether indemnification is proper shall be made in accordance with the WBCL. First Menasha may grant additional rights to indemnification and reimbursement of expenses. In addition to officers and directors, First Menasha shall indemnify each of its employees, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she is or was an employee of the corporation. Indemnification in other circumstances shall be at the discretion of the board of director. First Menasha is authorized to purchase and maintain insurance on behalf of its directors, officers, employees or agents in connection with the foregoing indemnification obligations.

The merger agreement provides that Nicolet will assume First Menasha’s indemnification obligations after the merger.

Amendments to Articles of Incorporation and Bylaws

Nicolet.    Nicolet’s articles of incorporation may be amended as provided in the WBCL, which provides that unless the articles of incorporation, bylaws or WBCL requires a higher vote, and subject to any rights of a class to vote separately on the amendment under the WBCL, an amendment to the articles of incorporation will be approved if the number of votes cast in favor of the amendment exceed the votes cast against it.

Nicolet’s bylaws may be amended by the shareholders or by majority vote of the board of directors, except as otherwise provided in the WBCL and except as specified under “Indemnification” above. The WBCL requires shareholder approval for an amendment to any shareholder-adopted bylaw that states that the board may not amend it. Additionally, a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders may not be adopted, amended or repealed by the board of directors. A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw also permits board approval of the amendment, or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

First Menasha.    First Menasha’s articles of incorporation may only be amended by the affirmative vote of the holders of a majority of the stock entitled to vote.

First Menasha’s bylaws may be amended either by the shareholders or, to the extent permitted by WBCL, by the board of directors. Bylaws amended by the board of directors may be altered amended, or repealed by the shareholders entitled to vote.

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DISSENTERS’ RIGHTS

The following discussion is not a complete description of the law relating to dissenters’ rights available to holders and beneficial holders of First Menasha and Nicolet common stock under Wisconsin law. This description is qualified in its entirety by the full text of the relevant provisions of the WBCL, which are reprinted in their entirety as Appendix C to this proxy statement-prospectus. If you desire to exercise dissenters’ rights, you should review carefully the WBCL and consult a legal advisor before electing or attempting to exercise these rights.

General

Pursuant to the provisions of sections 180.1301 to 180.1331 of the WBCL, holders and beneficial holders of First Menasha common stock have the right to dissent from the merger and to receive the fair value of their shares in cash. Holders and beneficial holders of First Menasha common stock who fulfill the requirements of the WBCL summarized below and set forth in Appendix C will be entitled to assert dissenters’ rights in connection with the merger. Shareholders or beneficial shareholders considering initiation of a dissenters’ proceeding should review this section and should also review Appendix C in its entirety. A dissenters’ proceeding may involve litigation.

Preliminary Procedural Steps

Pursuant to the provisions of the WBCL, if the merger is consummated, in order to exercise dissenter’s rights you must have:

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given to First Menasha, prior to the vote at the special meeting with respect to the approval of the merger, written notice of your intent to demand payment for your shares of common stock (hereinafter referred to as “shares”);

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not voted in favor of the merger; and

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complied with the other statutory requirements summarized below.

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If you have perfected your dissenters’ rights and the merger is consummated, you will receive the fair value of your shares as of the effective date of the merger. A shareholder or beneficial shareholder who fails to deliver written notice of his, her or its intent to demand payment for his, her or its shares if the merger is consummated in accordance with the requirements of the WBCL is not entitled to payment for his or her shares pursuant to the provisions of the WBCL and will only be entitled to receive the merger consideration as provided in the merger agreement.

Brokers or others who hold shares in their name that are beneficially owned by others may assert dissenters’ rights as to fewer than all of the shares registered in your name only if they dissent with respect to all shares beneficially owned by any one person and notify First Menasha in writing of the name and address of each person on whose behalf they are asserting dissenters’ rights. The rights of a shareholder who asserts dissenters’ rights as to fewer than all of the shares registered in his, her or its name are determined as if the shares as to which that holder dissents and that holder’s other shares were registered in the names of different shareholders.

Written Dissent Demand

Voting against the merger will not independently satisfy the written demand requirement. In addition to not voting in favor of the merger, if you wish to preserve the right to dissent and seek appraisal, you must give a separate written notice of your intent to demand payment for your shares if the merger is effected.

Any written notice of intent to dissent to the merger, satisfying the requirements discussed above, should be addressed to First Menasha Bancshares, Inc., 550 South Green Bay Road, Neenah, Wisconsin 54956, Attn: Corporate Secretary. The written notice must be delivered to First Menasha prior to the special meeting.

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Dissenters’ Notice

If the shareholders of First Menasha approve the merger at the special meeting, First Menasha (or Nicolet as its successor) must deliver a written dissenters’ notice (the “Dissenters’ Notice”) to all First Menasha shareholders who satisfy the foregoing requirements. The Dissenters’ Notice must be sent no later than ten days after the date that the merger is approved by First Menasha’s shareholders and must:

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state where dissenting shareholders should send the demand for payment and where and when dissenting shareholders should deposit certificates for the shares;

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inform holders of uncertificated shares as to what extent transfer of these shares will be restricted after the demand for payment is received;

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include a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the merger and requires the shareholder or beneficial shareholder asserting dissenters’ rights to certify whether he, she or it acquired beneficial ownership of the shares prior to that date;

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set a date by which First Menasha (or Nicolet as its successor) must receive the demand for payment (which date may not be fewer than 30 nor more than 60 days after the Dissenters’ Notice is delivered); and

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be accompanied by a copy of sections 180.1301 to 180.1331 of the WBCL.

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A shareholder or beneficial shareholder who receives the Dissenters’ Notice or a beneficial shareholder whose shares are held by a nominee who is sent a Dissenters’ Notice must demand payment and certify as to his or her ownership of the shares in accordance with the Dissenters’ Notice. A shareholder or beneficial shareholder who holds certificated shares must also deposit his, her or its share certificates with First Menasha (or Nicolet as its successor) in accordance with the terms of the Dissenters’ Notice.

A dissenting shareholder or beneficial shareholder who demands payment and deposits his, her or its share certificate in accordance with the terms of the Dissenters’ Notice will retain all of the rights of a shareholder or beneficial shareholder, respectively, until those rights are canceled or modified by the consummation of the merger. First Menasha may restrict the transfer of uncertificated shares from the date that the demand for payment for those shares is received until the merger is effected or the restrictions released, in the event that it does not consummate the merger.

A shareholder or beneficial shareholder with certificated or uncertificated shares who does not demand payment by the date set forth in the Dissenters’ Notice is not entitled to payment for his, her or its shares under sections 180.1301 to 180.1331 of the WBCL. A shareholder or beneficial shareholder with certificated shares who does not deposit his, her or its share certificates where required and by the date set forth in the Dissenters’ Notice is not entitled to payment for his, her or its shares under sections 180.1301 to 180.1331 of the WBCL. First Menasha (or Nicolet as its successor) may elect to withhold payment from a dissenter and instead make an offer of payment if that dissenter was not the beneficial owner of his, her or its shares prior to the date specified in the Dissenters’ Notice as the date on which the first announcement of the merger was made to the news media or to First Menasha’s shareholders.

Payment

Except as described below, First Menasha (or Nicolet as its successor) must, as soon as the merger is effected or upon receipt of a payment demand, whichever is later, pay each shareholder who has complied with the payment demand and deposit requirements described above the amount First Menasha (or Nicolet as its successor) estimates to be the fair value of the shares, plus accrued interest. The offer of payment must be accompanied by:

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recent financial statements of First Menasha;

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a statement of the estimate of the fair value of the shares;

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an explanation of how the interest was calculated;

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•

a statement of the dissenter’s right to demand payment under section 180.1328 of the WBCL if the dissenter is dissatisfied with the payment; and

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a copy of sections 180.1301 to 180.1331 of the WBCL.

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If the merger is not consummated within 60 days after the date set for demanding payment and depositing share certificates, First Menasha must return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. First Menasha (or Nicolet as its successor) must send a new Dissenters’ Notice if the merger is consummated after the return of certificates and any dissenting shareholders must repeat the payment demand procedure described above.

Section 180.1328 of the WBCL provides that a dissenter may notify First Menasha (or Nicolet as its successor) in writing of his, her or its own estimate of the fair value of such holder’s shares and the interest due, and may demand payment of such holder’s estimate, less any payment received from First Menasha (or Nicolet as its successor), if:

•

he or she believes that the amount paid or offered by First Menasha (or Nicolet as its successor) is less than the fair value of his or her shares or that First Menasha (or Nicolet as its successor) has calculated incorrectly the interest due;

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•

First Menasha (or Nicolet as its successor) fails to make payment within 60 days after the date set in the Dissenters’ Notice for demanding payment; or

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First Menasha, having failed to consummate the merger, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment in the Dissenters’ Notice.

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A dissenting shareholder waives his, her or its right to demand payment of his, her or its own estimate of fair value and interest under sections 180.1328 unless such dissenting shareholder provides First Menasha (or Nicolet as its successor) with notice of his, her or its demand, in conformance with the notice requirements of section 180.0141, within 30 days after First Menasha (or Nicolet as its successor) making or offering of payment for the dissenting shareholder’s shares.

Litigation

If a demand for payment under section 180.1328 remains unsettled, First Menasha (or Nicolet as its successor) must commence a nonjury equity valuation proceeding in the Circuit Court of Winnebago County, Wisconsin (in the case of First Menasha) or Brown County, Wisconsin (in the case of Nicolet), within 60 days after having received the payment demand under section 180.1328 and must petition the court to determine the fair value of the shares and accrued interest. If First Menasha (or Nicolet as its successor) does not commence the proceeding within those 60 days, the WBCL requires First Menasha (or Nicolet as its successor) to pay each dissenting shareholder whose demand remains unsettled the amount demanded. First Menasha (or Nicolet as its successor) is required to make all dissenting shareholders whose demands remain unsettled parties to the proceeding and to serve a copy of the petition upon each of them.

The jurisdiction of the court in which the proceeding is brought is plenary and exclusive. The court may appoint one or more appraisers to receive evidence and to recommend a decision on fair value. An appraiser has the powers delegated to such appraiser in the court order appointing him or her or in any amendment to the order. Dissenters are entitled to the same discovery rights as parties in other civil proceedings.

Each dissenting shareholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of such holder’s shares, plus interest, exceeds the amount paid or offered, as applicable, by First Menasha (or Nicolet as its successor).

The court in an appraisal proceeding commenced under the foregoing provision must determine the costs of the proceeding, excluding fees and expenses of attorneys and experts for the respective parties, and must assess those costs against First Menasha (or Nicolet as its successor), except that the court may assess the costs against all or some of the dissenting shareholders to the extent the court finds they acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 180.1328 of the WBCL. The court also may assess the fees and expenses of attorneys and experts for the respective parties against

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First Menasha (or Nicolet as its successor) if the court finds First Menasha (or Nicolet as its successor) did not substantially comply with the requirements of the WBCL, or against either First Menasha (or Nicolet as its successor) or a dissenting shareholder if the court finds that such party acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by the WBCL.

If the court finds that the services of attorneys or experts for any dissenter were of substantial benefit to other dissenters similarly situated, the court may award those attorneys’ reasonable fees out of the amounts awarded the dissenters who were benefited.

This is a summary of the material rights of a dissenting shareholder and is qualified in its entirety by reference to the applicable portions of the WBCL, which are included as Appendix C to this proxy statement-prospectus. If you intend to dissent from approval of the merger, you should review carefully the text of Appendix C and should also consult with your attorney. We will not give you any further notice of the events giving rise to dissenters’ rights or any steps associated with perfecting dissenters’ rights, except as indicated above or otherwise required by law.

We have not made any provision to grant you access to any of the corporate files of Nicolet or First Menasha, except as may be required by the WBCL, or to obtain legal counsel or appraisal services at the expense of First Menasha (or Nicolet as its successor).

Any dissenting shareholder who perfects his, her or its right to be paid the “fair value” of his, her or its shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “Material U.S. Federal Income Tax Consequences of the Merger” at page [•].

You must do all of the things described in this section and as set forth in the WBCL in order to preserve your dissenters’ rights and to receive the fair value of your shares in cash (as determined in accordance with those provisions). If you do not follow each of the steps as described above, you will have no right to receive cash for your shares as provided in the WBCL and you will only be entitled to receive the merger consideration as provided in the merger agreement. In view of the complexity of these provisions of Wisconsin law, shareholders of First Menasha who are considering exercising their dissenters’ rights should consult their legal advisors.

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Selected Historical Consolidated Financial Data of Nicolet

The following table presents Nicolet’s selected historical consolidated financial data as of and for the years ended December 31, 2011 through 2015 and for the nine months ended September 30, 2016 and 2015. The selected financial data as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 is derived from Nicolet’s audited consolidated financial statements and related notes included in Nicolet’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Nicolet Form 10-K”) incorporated by reference into this proxy statement-prospectus and should be read in conjunction with the consolidated financial statements and related notes, along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the Nicolet Form 10-K. The selected financial data as of December 31, 2013, 2012 and 2011 and for the years ended December 31, 2012 and 2011 have been derived from Nicolet’s audited financial statements that are not included in the Nicolet Form 10-K. The selected financial data as of and for the nine months ended September 30, 2016 and 2015 is derived from Nicolet’s unaudited consolidated financial statements and related notes included in Nicolet’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 (the “Nicolet Form 10-Q”) incorporated by reference into this proxy statement-prospectus and should be read in conjunction with the consolidated financial statements and related notes, along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the Nicolet Form 10-Q. See “Where You Can Find More Information” on page [•].

The selected historical consolidated financial data of Nicolet includes the effect of mergers and other acquisition transactions from the date of each merger or other transaction, including the acquisitions of Baylake Corp. on April 29, 2016, Bank of Wausau on August 9, 2013, and Mid-Wisconsin Financial Services, Inc. on April 26, 2013.

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(1)

In the first quarter of 2015, First Menasha sold approximately 268,000 shares of its common stock for $68.65 per share in a private offering.

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(2)

First Menasha is not aware of any sales during the first quarter of 2014.

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The holders of First Menasha common stock receive dividends if and when declared by the First Menasha board of directors out of legally available funds. The principal source of First Menasha cash flow, including cash flow to pay dividends to its shareholders, are dividends that FNB – Fox Valley pays to First Menasha as its sole shareholder. Statutory and regulatory limitations, as well as other factors that their board of directors deems relevant, apply to FNB – Fox Valley’s payment of dividends to First Menasha, as well as to First Menasha’s payment of dividends to its shareholders. The merger agreement permits, but does not require, First Menasha to continue paying its regular quarterly dividend of  $0.35 per share. First Menasha’s ability to pay such dividends will be subject to the usual statutory and regulatory limitations.

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OTHER MATTERS

First Menasha’s management team is not aware of any other matters to be brought before their special shareholders’ meeting. However, if any other matters are properly brought before the meeting, the persons named in the enclosed proxy card will have discretionary authority to vote all proxies with respect to such matters in accordance with their judgment.

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If you would like to request documents, please do so by [•] to receive them before the First Menasha special meeting.

Nicolet has supplied all of the information contained in this proxy statement-prospectus relating to Nicolet and its subsidiaries. First Menasha has supplied all of the information relating to First Menasha and its subsidiaries.

First Menasha shareholders should rely only on the information contained or incorporated by reference in this proxy statement-prospectus to vote on the proposals in connection with the merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement-prospectus. This proxy statement-prospectus is dated [•]. You should not assume that the information contained in this proxy statement-prospectus is accurate as of any other date other than such date, and neither the mailing of this proxy statement-prospectus nor the issuance of Nicolet common stock as contemplated by the merger agreement will create any implication to the contrary.

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Appendix A​

A greement and P lan of M erger
   
between
   
N icolet B ankshares , I nc .
   
and
   
F irst M enasha B ancshares , I nc .
   
N ovember  3, 2016

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