mofg-20210622

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) June 22, 2021

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 Act (17 CFR 240.13e-4(c))

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2021, Kurt R. Weise notified MidWestOne Financial Group, Inc. (the “Company”) of his decision to resign as a member of the Company’s board of directors and as a member of the board of directors of MidWestOne Bank, the Company’s wholly owned subsidiary, effective immediately. Mr. Weise’s resignation was not a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Weise became a director of the Company upon completion of the Company's merger with Central Bancshares, Inc. (“Central”) on May 1, 2015. He had been a director of Central since 1988. Mr. Weise has been a valued presence on the Company’s board of directors, and the Company thanks him for his service.

Item 8.01. Other Events.

On June 22, 2021, the board of directors of the Company approved a new share repurchase program, allowing for the repurchase of up to $15.0 million of the Company's common stock through December 31, 2023. The shares may, at the discretion of management, be repurchased from time to time in open market purchases as market conditions warrant, including pursuant to a Rule 10b5-1 plan, all as effected to the extent permitted by applicable law, including pursuant to the safe harbor provided under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company's stock, general market and economic conditions and applicable legal requirements. The new repurchase program replaces the Company’s prior repurchase program, pursuant to which the Company had repurchased 297,158 shares of common stock for approximately $7.95 million since the plan was announced on August 20, 2019 and through June 22, 2021. The prior program had authorized the repurchase of up to $10.0 million of common stock and was due to expire December 31, 2021.

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:

June 24, 2021

By:

/s/ BARRY S. RAY

Barry S. Ray

Senior Executive Vice President and Chief Financial Officer

MidWestOne Financial Group, Inc. filed SEC Form 8-K: Leadership Update, Other Events