Form 8-K - Current report

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 27, 2023

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 27, 2023, MidWestOne Financial Group, Inc. (the “Company”) issued a press release and investor presentation announcing that the Company entered into an agreement with Denver Bankshares, Inc. (“DNVB”) to acquire DNVB and its wholly-owned subsidiary, the Bank of Denver. The press release and investor presentation announcing the transaction is attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information in this Item 7.01 and the attached press release and investor presentation shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


99.1						Press Release Announcing Acquisition Transaction
99.2						MidWestOne Financial Group, Inc. Investor Presentation
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 27, 2023

By:

/s/ BARRY S. RAY

Barry S. Ray

Chief Financial Officer

FOR IMMEDIATE RELEASE

MIDWESTONE FINANCIAL GROUP, INC. ANNOUNCES STRATEGIC ACQUISITION IN DENVER

IOWA CITY, Iowa, September 27, 2023 – MidWestOne Financial Group, Inc. (Nasdaq: MOFG) (“MidWestOne”, “we”, “our”, or the “Company”) today announced that it has executed a definitive merger agreement to strategically reinvest the proceeds from the previously announced sale of our Florida operations through the acquisition of Denver Bankshares, Inc. (“Denver Bankshares”), the parent company for the Bank of Denver (“Bank of Denver”). This transaction is an all cash deal that has been approved by the respective board of directors, and is expected to close in the first quarter of 2024.

Transaction Highlights

•We are strategically reinvesting the sale proceeds from our previously announced Florida divestiture into the Denver MSA, which we identified as one of our core markets, to accelerate our growth and continue building scale

•We will pay $32.6 million in cash consideration to acquire Denver Bankshares

•The Bank of Denver has $271.5 million1 in assets, $198.0 million1 in loans and $242.0 million1 in deposits

•The combined Florida and Denver transactions are expected to be 13.4% accretive to earnings per share in 20242 and 10.2% accretive to earnings per share in 2025

•Tangible book value per share dilution is expected to be 3.7% at closing of both transactions, with a 2.58 year earn-back period for this dilution3

•Proforma for the transaction, the Company will have $606.6 million1 in loans and $373.2 million1 in deposits in Denver, providing improved scale and supporting continued expansion opportunities

•The Bank of Denver is the 6th largest community bank in the Denver market4, with an attractive deposit franchise consisting of 32.8%5 non-interest bearing deposits and a cost of deposits of 0.98%6

•MidWestOne’s Denver leadership will remain in place, and Denver Bankshares’ Chief Executive Officer, Lori Radcliffe, will become part of the Company’s market leadership team

Charles (“Chip”) Reeves, Chief Executive Officer of the Company, commented, “By reinvesting the proceeds from the sale of our Florida operations into the acquisition of Denver Bankshares, we are continuing to build the necessary critical mass in our Denver market, a large and core metropolitan market. This acquisition accelerates our growth in the region by three to four years. This additional scale in Denver will enable us to continue to recruit bankers and build upon our already strong momentum in this commercially and demographically attractive market.”

A presentation with additional information can be accessed by visiting the Company’s investor relations website at www.midwestonefinancial.com or on the Form 8-K filed with the U.S. Securities and Exchange Commission, which can be accessed at www.SEC.gov.

1 As of June 30, 2023

2 2024 EPS accretion excludes the impact of transaction costs and assumes both transactions close March 31, 2024 for modeling purposes

3 TBVPS dilution earn-back period is based on the crossover method, includes the impact of transaction costs and day 2 CECL reserve, and assumes both transactions close March 31, 2024 for modeling purposes

4 Based on total deposits in the Denver MSA as of June 30, 2023. Community bank is defined as institutions with total assets less than $3.0 billion. Source: S&P Capital IQ Pro

5 Non-interest bearing deposit as a percentage of total deposits as of June 30, 2023

6 Cost of total deposits for the six months ended June 30, 2023

Conference Call Details

The Company will host a conference call for investors on Wednesday, September 27, 2023 at 12:30PM CT. Investors and analysts interested in participating in the call may pre-register utilizing the following link: https://www.netroadshow.com/events/login?show=f8c1ed99&confId=55934. After pre-registering for this event you will receive your access details via email. You are also able to dial 1-833-470-1428, using an access code of 535493 at least fifteen minutes before the call start time. A live audio webcast of the conference call and conference materials will be available on the Company’s website at www.midwestonefinancial.com.

A replay of the call will be available within two hours of the conclusion of the call and can be accessed by dialing 1-866-813-9403 and using the replay access code of 695602. The replay will be available until Wednesday, October 25, 2023.

Advisors

Piper Sandler & Co. served as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP provided legal counsel to MidWestOne. Olsen Palmer LLC served as financial advisor and Spierer, Woodward, Corbalis & Goldberg provided legal counsel to Denver Bankshares.

About MidWestOne Financial Group, Inc.

MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. MidWestOne provides electronic delivery of financial services through its website, MidWestOne.bank. MidWestOne Financial Group, Inc. trades on the Nasdaq Global Select Market under the symbol “MOFG”.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this presentation that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements may include information about MidWestOne’s and Denver Bankshares’ possible or assumed future economic performance or future results of operations, including MidWestOne’s and Denver Bankshares’ future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows, and MidWestOne’s and Denver Bankshares’ future capital expenditures and dividends, future financial condition and changes therein, including changes in MidWestOne’s and Denver Bankshares’ loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for MidWestOne’s and Denver Bankshares’ future operations, future or proposed acquisitions, the future or expected effect of acquisitions on MidWestOne’s and Denver Bankshares’ operations, results of operations, financial condition, and future economic performance, statements about the benefits of the merger, and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim”, “anticipate”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (including where the word “could”, “may”, or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that MidWestOne makes are based on our current expectations and assumptions regarding MidWestOne’s and Denver Bankshares’ businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect MidWestOne’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the occurrence of

any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement or asset purchase agreement, with respect to the branch sale, the outcome of any legal proceedings that may be instituted against MidWestOne or Denver Bankshares’, delays in completing the merger or branch sale, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger or branch sale) and shareholder approval or to satisfy any of the other conditions to the merger or branch sale on a timely basis or at all, the possibility that the anticipated benefits of the merger or branch sale are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where MidWestOne and Denver Bankshares do business, the possibility that the merger and branch sale may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger and MidWestOne’s ability to complete the acquisition and integration of Denver Bankshares successfully. Each of MidWestOne and Denver Bankshares disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information on MidWestOne, and factors which could affect the forward-looking statements contained herein can be found in MidWestOne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023 and its other filings with the SEC.


Contact:
Barry S. Ray
Chief Financial Officer
MidWestOne Financial Group, Inc.
319-356-5800

Investor Presentation Acquisition of Denver Bankshares, Inc. & Divestiture of Florida Franchise September 27, 2023

2 Forward Looking Statements Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this presentation that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements may include information about MidWestOne Financial Group, Inc.’s (“MOFG” or “MidWestOne”) and Denver Bankshares, Inc.’s (“DNVB”) possible or assumed future economic performance or future results of operations, including MidWestOne Financial Group, Inc.’s (MidWestOne”) or DNVB’s future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows, and MidWestOne’s and DNVB’s future capital expenditures and dividends, future financial condition and changes therein, including changes in MidWestOne’s and DNVB’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for MidWestOne’s and DNVB’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on MidWestOne’s and DNVB’s operations, results of operations, financial condition, and future economic performance, statements about the benefits of the merger, and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim”, “anticipate”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (including where the word “could”, “may”, or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that MidWestOne makes are based on our current expectations and assumptions regarding MidWestOne’s and DNVB’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect MidWestOne’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement or asset purchase agreement, with respect to the branch sale, the outcome of any legal proceedings that may be instituted against MidWestOne or DNVB, delays in completing the merger or branch sale, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger or branch sale) and shareholder approval or to satisfy any of the other conditions to the merger or branch sale on a timely basis or at all, the possibility that the anticipated benefits of the merger or branch sale are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where MidWestOne and DNVB do business, the possibility that the merger and branch sale may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger and MidWestOne’s ability to complete the acquisition and integration of DNVB successfully. Each of MidWestOne and DNVB disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information on MidWestOne, and factors which could affect the forward-looking statements contained herein can be found in MidWestOne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023 and its other filings with the SEC.

3 Presenters Charles N. “Chip” Reeves Chief Executive Officer Len D. Devaisher President & Chief Operating Officer Barry S. Ray Senior Executive Vice President & Chief Financial Officer

4 Two Complementary Transactions Complementary transactions effectively realign focus into MOFG’s core Midwest and Denver geographic footprint Monetization of MOFG’s undersized Florida franchise provides capital for the acquisition of an 80+ year old bank in the attractive Denver MSA Augments MOFG’s existing position in Denver, a commercially dense MSA, and one of the demographically strongest major markets west of the Mississippi Low execution risk: seasoned acquiror, already embedded Denver leadership team, extensive due diligence, compatible cultures, relative size has agreed to sell its Florida franchise including 2 branches to 7.5% Deposit Premium has agreed to acquire Denver Bankshares, Inc. (“DNVB”) the holding company of $32.6 Million

5 Overview and Financial Highlights Minimal TBVPS Dilution Manageable TBV Earn-back Period ³ Meaningful EPS Accretion ² Strong Expected IRR ⁴ • 100% cash acquisition of Denver Bankshares, Inc., the holding company of The Bank of Denver, a two branch commercial bank headquartered in Denver, CO • The divesture of our Florida franchise consisting of two branches located in Fort Myers and Naples to DFCU Financial, representing our exit from the Florida market • The two transactions serve to continue the strategic realignment of our growth focus into major metro markets within our core Midwest and Denver geographic footprint, in line with our stated growth strategies 1) Combined impact of the DNVB acquisition and the Florida divestiture; assumes both transactions close March 31, 2024 for modeling purposes 2) 2024 EPS accretion excludes impact of transaction costs 3) Based on crossover method for calculating TBVPS dilution earn-back timeframe; includes impact of transaction costs and day 2 CECL reserve 4) Assumes a terminal TCE / TA ratio of 8.00%, opportunity cost of cash of 5.00% and terminal multiple of 10.0x price / earnings 5) Based on TBVPS as of June 30, 2023 adjusted to include the after-tax fixed asset write-up of $8.3 million, based on appraisal values 6) Assumes fully-phased in cost savings; excludes transaction costs 7) Core deposits defined as total deposits less time deposits > $250,000 * TBVPS dilution from the DNVB acquisition is substantially offset by the deposit premium received in the Florida divestiture ** Well-capitalized pro forma capital position with accelerated future capital accretion driven by strong EPS accretion *** While both transactions are attractive individually, the combined impacts are complementary from both strategic and financial perspectives ~26%2.58 years ~3.7% dilution Double-digit accretion in 2024 and 2025 Price / TBV 173% Price / Adjusted TBV ⁵ 128% Price / 2024 EPS + Cost Savings ⁶ 9.2x Core Deposit Premium ⁷ 6.0% Attractive Financial Returns ¹Transaction Summary Acquisition of DNVB: Transaction Multiples

6 DNVB FL Branches Gross Loans $198.0 $162.2 Total Assets 271.5 167.0 Total Deposits 241.8 158.8 Total Equity 18.8 -- Est. 2023 Net Income 1.5 1.3 ¹ Denver and Florida Market Snapshots 1) Illustrative run-rate net income impact of the Florida divestiture based on divested balances of loans and deposits, current yields and costs, estimated provision expense, fee income, operating expenses and yield on net proceeds 2) Pro forma franchise information represents a simple summation excluding transaction adjustments or purchase accounting; selected loans excluded from the Florida transaction are reassigned to Iowa Note: Financial data as of June 30, 2023; DNVB financial data presented on a consolidated basis; figures may not total due to rounding DNVB (2 Branches) Existing MOFG Denver Franchise Acquisition of Denver Bankshares, Inc. Divested FL Branches Florida Franchise Divestiture Fort Myers, FL Naples, FL MOFG’s Pro Forma Franchise ² Branch Loans Deposits State Count in Market in Market Iowa 35 $2,156 $3,745 Minnesota 12 1,176 948 Wisconsin 7 128 474 Colorado 3 607 373 Total 57 $4,067 $5,541 $ millions Denver, CO Financial Snapshot $ millions The combination of these opportunities allows for capital created from the gain on sale of our Florida franchise to be deployed in a strategic and compelling manner in our growing Denver market

7 $ millions 2021 2022 YTD 6/30/2023 Balance Sheet Total Assets $295 $276 $272 Gross Loans 166 197 198 Total Deposits 268 254 242 Total Equity 25 19 19 Loans / Deposits 62% 78% 82% TCE / TA 8.4% 7.0% 6.9% Profitability Cost of Deposits 0.19% 0.28% 0.98% Net Interest Margin 3.07% 3.37% 3.37% Nonint. Exp. / Avg. Assets 2.47% 2.55% 2.80% Efficiency Ratio 78.8% 74.2% 78.7% ROAA 0.58% 0.59% 0.52% ROATCE 6.54% 8.18% 7.54% Asset Quality NPLs / Loans 0.03% 0.00% 0.00% NPAs / Assets 0.02% 0.00% 0.00% ACL / Loans 1.10% 0.94% 1.22% NCOs / Average Loans 0.00% (0.01%) 0.00% Overview of Denver Bankshares, Inc. • The Bank of Denver was founded in 1941, and is one of the few remaining independent community banks in the Denver MSA • Retention of highly experienced team with deep local knowledge, an excellent reputation, and strong client relationships • Adds scale in a market where MOFG has built significant momentum, including 29% loan growth and 14% deposit growth for the last twelve months ending June 30, 2023 • Denver becomes one of MOFG’s five largest deposit MSAs • Lowers MOFG’s overall cost of deposits • Strong credit culture evidenced by pristine asset quality metrics Company Overview DNVB Financial Highlights ² Denver Market Highlights ¹ 19.0% 2010-2023 Pop. Change 4.7% 2023-2028 Proj. Pop. Change $96,990 2023 Median HH Income 3.0mm 2023 Total Population $115bn Total Deposits in Market 15.9% 2023-2028 Proj. HH Inc. Change Key Employers 1) Source: S&P Capital IQ Pro; deposit information as of June 30, 2023 (per FDIC); demographic information is estimated per Claritas 2) DNVB financial highlights presented on a consolidated basis

8 Projected Pro Forma Financial Impact EPS Impact ¹ 12.0% accretive to 2024 EPS 12.9% accretive to 2025 EPS TBVPS Impact 5.7% dilutive to TBVPS at closing TBVPS Dilution Earn-back Period ² 3.58 years IRR ³ ~14% Profitability Metrics Accretive to ROAA and ROATCE Closing Capital Position TCE / TA of 6.2% CET1 Ratio of 8.5% Total RBC Ratio of 11.3% Illustrative MOFG Pro Forma: Acquisition of DNVB Only (excluding Florida Divestiture) 13.4% accretive to 2024 EPS 10.2% accretive to 2025 EPS 3.7% dilutive to TBVPS at closing 2.58 years ~26% Accretive to ROAA and ROATCE TCE / TA of 6.5% CET1 Ratio of 8.9% Total RBC Ratio of 11.8% MOFG Pro Forma: Acquisition of DNVB & Florida Divestiture 1) 2024 EPS accretion excludes impact of transaction costs 2) Based on crossover method for calculating TBVPS dilution earn-back timeframe; includes impact of transaction costs and day 2 CECL reserve 3) Assumes a terminal TCE / TA ratio of 8.00%, opportunity cost of cash of 5.00% and terminal multiple of 10.0x price / earnings Note: Assumes both transactions close March 31, 2024 for modeling purposes; actual closing timing subject to regulatory approvals and other considerations

9 Pro Forma 2024 EPS Buildup 1) Projected Florida franchise net income 2) Projected stand-alone DNVB net income; includes impact of assumed runoff of DNVB’s deposits 3) After-tax cost savings, phased-in 75% in 2024 4) Includes accretion of AOCI, non-PCD loan mark accretion and interest rate mark accretion/amortization for securities, loans and time deposits 5) Includes CDI amortization, net cost of cash and release of reserves from the divestiture of loans with the Florida branches Note: Earnings adjustments presented on an after-tax per share basis for the stub period from March 31, 2024 to December 31, 2024; excludes impact of transaction costs; assumes both transactions close March 31, 2024 for modeling purposes; figures may not total due to rounding

10 Pro Forma Closing TBVPS Buildup 1) Includes estimated $9.4 million after-tax gain, net of after-tax deal costs of $0.6 million; write-off of $1.8 million of goodwill is neutral to TBVPS 2) Includes acquisition of DNVB excluding interest rate marks and CECL Non-PCD reserve ‘double-count’; includes after-tax deal costs 3) Includes interest rate marks on DNVB’s securities portfolio (in excess of current AOCI), loan portfolio and time deposits 4) Includes CECL non-PCD reserve ‘double-count’ Note: All items presented on an after-tax per share basis and calculated based on projected impact as of March 31, 2024; assumes both transactions close March 31, 2024 for modeling purposes; figures may not total due to rounding CET1 Ratio 9.38% 8.89%(2) bps(20) bps+40 bps (67) bps

11 Both transactions are attractive individually, while the combined impacts are complementary from strategic and financial perspectives Completion of extensive due diligence, relative size, compatible cultures, and “in- market” nature of the franchise point to attractive execution risk profile Accelerates our growth in the commercially dense Denver MSA, driven by our solid existing team and attractive market dynamics Attractive monetization and exit of our undersized Florida franchise Strategic realignment and reallocation of a portion of our capital to our demographically vibrant Denver footprint Summary

12 Appendix

13 Key Terms and Assumptions: DNVB Acquisition 1) Based on 70,498 DNVB common shares outstanding; consideration subject to possible reduction based on tangible net worth measures and transaction expense limitations 2) Fixed asset write-up reflects appraisals completed by a third party firm during due diligence Transaction Consideration • 100% cash consideration • $462.42 per DNVB common share, or $32.6 million in the aggregate ¹ Cost Savings • ~40% of DNVB’s projected non-interest expense base • 75% realized in 2024; 100% realized in 2025 and thereafter Credit Mark • (1.32%) gross credit mark of $2.7 million, allocated 50% to PCD loans and 50% to non-PCD loans • $1.4 million PCD loan mark is recorded as an increase to the ACL; $1.4 million non-PCD credit mark is recorded as a write-down to gross loans and accreted back into net interest income over 5 years on a sum-of-years digits basis • Day 2 CECL reserve of 1.0x of the non-PCD credit mark Purchase Accounting • 5.40% interest rate mark on DNVB’s loan portfolio equating to $11.2 million; amortized over 5 years on a sum-of-years digits basis • $3.3 million interest rate mark on securities in addition to DNVB’s current AOCI position; amortized over 4 years on a straight line basis • (0.96%) interest rate mark on time deposits equating to a ($0.3) million write-down; amortized over 1 year on a straight line basis • $8.3 million write-up to DNVB’s branches and HQ building; valuations based on 3rd party appraisals ² Other Assumptions • 10% run-off in DNVB’s deposits from announcement through Q2 2024 • 4.50% core deposit intangible equating to $9.3 million; amortized over 10 years on a straight line basis • Opportunity cost of cash of 5.00%, pre-tax Deal Costs • Transaction related costs of approximately $5.5 million, pre-tax Timing, Approvals & DNVB Tangible Net Worth • Anticipated closing in Q1 2024 • DNVB shareholder approvals and customary regulatory approvals required • Consideration reduction on a dollar-for-dollar basis if DNVB’s tangible net worth is less than target threshold at closing • Closing conditions include DNVB reaching minimum tangible net worth threshold at closing

14 Key Terms and Assumptions: Florida Divestiture 1) Based on FL franchise total deposits of $158.8 million as of June 30, 2023 Purchaser • DFCU Financial, a $6.4 billion asset credit union headquartered in Dearborn, MI • Prior acquisition experience, including the 2022 purchase of a commercial bank located in Tampa, FL Valuation • Deposit premium: 7.5% • Estimated gross deposit premium: $11.9 million, pre-tax ¹ Divested Assets & Liabilities • Includes the transfer of approximately $0.4 million in cash, $162.2 million of loans, $3.6 million of fixed assets, $0.8 million of other assets, $158.8 million of deposits and $0.5 million of other liabilities • Certain loans expected to total $25.0 million are excluded from the transaction and expected to be retained by MOFG Other Assumptions • Assumes the write-off of approximately $1.8 million of intangibles • Transaction related costs of approximately $700 thousand, pre-tax • Anticipated closing in Q2 2024

15 Pro Forma Results Excluding Interest Rate Marks 1) Assumes the removal of purchase accounting interest rate marks to illustrate the pro forma impact to MOFG; excludes interest rate marks on securities, loans and time deposits 2) 2024 EPS accretion excludes impact of transaction costs 3) Assumes the crossover method for calculating TBVPS dilution earn-back timeframe Note: Assumes both transactions close March 31, 2024 for modeling purposes 2024E EPS ² 13.4% 2025E EPS 10.2% TBVPS Dilution at Closing 3.7% TBVPS Dilution Earn-back Period ³ 2.58 years 8.9%CET1 Ratio Acquisition of DNVB & Florida Divestiture Illustrative Acquisition of DNVB Only (excluding Florida Divestiture) 6.4% 3.9% 1.2% 1.50 years 9.1% 12.0% 12.9% 5.7% 3.58 years 8.5% 5.0% 6.6% 3.2% 3.33 years 8.7% With Interest Rate Marks Without Interest Rate Marks ¹ With Interest Rate Marks Without Interest Rate Marks ¹

16 Pro Forma Loan and Deposit Composition 1) Represents a simple summation excluding transaction adjustments Note: Regulatory loan and deposit composition as of June 30, 2023; figures may not total due to rounding Florida DivestitureAcquisition of DNVB MOFG Pro Forma ¹ D e p o s it P o rt fo li o L o a n P o rt fo li o $4.1B$198M $162M 1-4 Family 15.8% Multifam. 7.9% OO RE 13.8% C & D 7.5%NOO RE 19.0% C & I 18.3% Consumer & Other 17.7%1-4 Family 17.0% Multifam. 10.5% OO RE 19.8% C & D 6.5% NOO RE 39.2% C & I 0.5% Consumer & Other 6.5% 1-4 Family 8.7% Multifam. 2.7% OO RE 21.8% C & D 12.7% NOO RE 52.2% C & I 1.5% Consumer & Other 0.4% $5.5B$242M $159M Non- interest Bearing 16.8% Core Interest Bearing 56.5% Time < $250K 18.4% Time > $250K 8.2% Non- interest Bearing 32.8% Core Interest Bearing 53.1% Time < $250K 8.4% Time > $250K 5.7% Non- interest Bearing 29.1% Core Interest Bearing 53.8% Time < $250K 9.4% Time > $250K 7.7%

Cover Page	Sep. 27, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2023
Entity Registrant Name	MidWestOne Financial Group, Inc.
Entity File Number	001-35968
Entity Incorporation, State or Country Code	IA
Entity Tax Identification Number	42-1206172
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
Amendment Flag	false
Entity Central Index Key	0001412665
Document Information [Line Items]
Document Period End Date	Sep. 27, 2023