MOFG MidWestOne Financial Group

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 8-K 

 

 

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) September 26, 2024

 

 

MidWestOne Financial Group, Inc. 

(Exact name of registrant as specified in its charter)

 

 

Commission File Number:  001-35968

 

Iowa	42-1206172
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

 

102 South Clinton Street 

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

 

(319) 356-5800 

(Registrant's telephone number, including area code)

 

N/A 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $1.00 par value		MOFG		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On September 26, 2024, MidWestOne Financial Group, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten public offering of shares of the Company’s common stock, par value $1.00 per share, with Keefe, Bruyette & Woods, Inc., A Stifel Company, serving as underwriter. A copy of such press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this item and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. The information contained in this report does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)    Exhibits. 

99.1		Press Release announcing the pricing of the Offering dated September 26, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		MidWestOne Financial Group, Inc.
Dated:  September 26, 2024	By:	/s/ Barry S. Ray
		Barry S. Ray
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

MidWestOne Financial Group, Inc. Announces Pricing of Common Stock Offering

 

IOWA CITY, Iowa (Sept. 26, 2024) – MidWestOne Financial Group, Inc. (Nasdaq: MOFG) (the “Company”), parent company of MidWestOne Bank (the “Bank”), today announced the pricing of its previously announced underwritten public offering of 4,347,000 shares of its common stock at a public offering price of $25.00 per share. The expected proceeds to the Company, after deducting underwriting discounts and commissions but before deducting operating expenses payable by the Company, are approximately $103.5 million. In addition, the Company has granted the underwriter a 30-day option to purchase up to an additional 652,050 shares of Company common stock at the public offering price, less underwriting discounts, and commissions.

 

The Company intends to invest all of the net proceeds from this offering into the Bank, to support the Bank’s capital ratios in connection with the potential repositioning of a substantial portion of its available-for-sale and held-to-maturity securities portfolio.

 

Keefe, Bruyette & Woods, Inc., A Stifel Company (“KBW”), is serving as the sole manager for the offering.

 

Additional Information Regarding the Offering

 

The common stock offering is being made pursuant to a shelf registration statement on Form S-3 (Registration Statement No. 333-281845), which was filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2024, and declared effective by the SEC on September 11, 2024. A preliminary prospectus supplement to which this communication relates has been filed with the SEC, and a prospectus supplement has been or will be filed with the SEC. Before you invest in any securities, you should read the preliminary prospectus supplement and accompanying prospectus, including the risk factors set forth therein, the registration statement and the documents incorporated by reference therein, and the other documents that the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting EDGAR on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement, the prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting KBW by telephone at (800) 966-1559 or by email at USCapitalMarkets@kbw.com.

 

No Offer or Solicitation

 

This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

About MidWestOne

 

MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. The Company is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, and Colorado. MidWestOne Financial Group, Inc. trades on the Nasdaq Global Select Market under the symbol “MOFG.”

 

 

 

Special Note Concerning Forward-Looking Statements

 

This press release contains, and future oral and written statements by us and our management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of the Company's beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” the negatives of such words or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control and which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, under the section entitled “Risk Factors,” and other documents filed by the Company with the SEC from time to time.

 

The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

 

Investor Contact:

 

Barry Ray, Chief Financial Officer

MidWestOne Bank

(319)356-5800

bray@midwestone.com

 

Media Contact:

 

Elda Macias, Chief Marketing Officer

MidWestOne Bank

(763) 512-2583

EMacias@midwestone.com

 

 

v3.24.3

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 26, 2024
Entity File Number	001-35968
Entity Registrant Name	MidWestOne Financial Group, Inc.
Entity Central Index Key	0001412665
Entity Tax Identification Number	42-1206172
Entity Incorporation, State or Country Code	IA
Entity Address, Address Line One	102 South Clinton Street
Entity Address, City or Town	Iowa City
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52240
City Area Code	319
Local Phone Number	356-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	MOFG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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