[8-K] Old Second Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Old Second Bancorp announced that Bancorp Financial has received stockholder approval for their previously announced merger on June 18, 2025. The merger, initially disclosed on February 25, 2025, is expected to close on July 1, 2025, subject to customary closing conditions.

Key points about the merger:

• The transaction involves Bancorp Financial merging into Old Second Bancorp
• Trading under symbol OSBC on Nasdaq Stock Market
• Disclosed potential risk factors include: - Failure to satisfy remaining closing conditions - Possible termination rights by either party - External risks such as litigation, regulatory actions, or market destabilization

The filing was signed by Bradley S. Adams, Executive Vice President, Chief Operating Officer and Chief Financial Officer, under Regulation FD disclosure requirements.

Positive

• Bancorp Financial shareholders approved the previously announced merger with Old Second Bancorp, with expected closing on July 1, 2025
• The merger is proceeding on schedule with all major approvals secured

Negative

• The merger remains subject to customary closing conditions and potential risks including regulatory action, litigation, or external market events that could delay or terminate the deal

Insights

M&A Specialist

Old Second Bancorp's merger with Bancorp Financial received shareholder approval, advancing toward July 1 closing.

This 8-K confirms a critical milestone in Old Second Bancorp's acquisition of Bancorp Financial, with Bancorp Financial's shareholders approving the merger on June 18, 2025. The transaction, initially announced on February 25, is now tracking toward a July 1, 2025 closing date, pending only final regulatory approvals and customary closing conditions.

The filing provides minimal new details about the transaction structure or strategic rationale, focusing solely on the shareholder approval and expected closing timeline. This approval removes a significant hurdle in the merger process, substantially increasing the probability of successful completion within the announced timeframe.

The cautionary language in the filing highlights standard merger-related risks that could delay or derail the closing, including potential regulatory challenges, litigation, or failure to meet closing conditions. However, the specificity of the closing date (July 1) suggests management's high confidence in addressing all remaining requirements within the next two weeks.

For stakeholders, this filing signals the merger is proceeding as planned, with integration likely to commence in Q3 2025. The transaction represents significant corporate development for Old Second Bancorp as it executes on its growth strategy in the Illinois banking market.

OLD SECOND BANCORP INC0000357173false00003571732025-06-182025-06-18

​

I

​

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 18, 2025

(Exact name of registrant as specified in its charter)

​	​	​
Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

​

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(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	OSBC	The Nasdaq Stock Market
​	​	​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (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 June 18, 2025, Bancorp Financial, Inc. (“Bancorp Financial”) received stockholder approval for the previously announced merger of Bancorp Financial with and into Old Second Bancorp, Inc. (the “Merger”). The Merger, which was announced on February 25, 2025, is expected to close on July 1, 2025, subject to satisfaction of customary closing conditions.

​

Cautionary Note Regarding Forward-Looking Statements

​

This Current Report on Form 8-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements can be identified by forward-looking terminology, such as “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “expect,” “project,” “assume,” “approximately,” “continue,” “should” and “could” and variations of such words and similar expressions, and in this Report includes our expectations as to the expected closing date of the Merger.

​

Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, and, in the case of those forward-looking statements contained in this Report include the following risks and uncertainties and assumptions:

​

● the failure of either company to satisfy any of the remaining closing conditions to the transaction on a timely basis or at all;

● 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; and

● the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy that could result in the delay or abandonment of the Merger, such as litigation or regulatory action related to the Merger, terrorist activities, wars and other foreign conflicts.

​

Old Second disclaims any obligation to update or revise any forward-looking statement contained in this Report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

​

​

​

​

Signature

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.

​

​

​	​	​
​	OLD SECOND BANCORP, INC.
​	​	​
​	​	​
Dated: June 18, 2025	By:	/s/ Bradley S. Adams
​	​	Bradley S. Adams
​	​	Executive Vice President, Chief Operating Officer and
​	​	Chief Financial Officer

​

​

FAQ

When will OSBC's merger with Bancorp Financial close?

According to the 8-K filing, the merger between Old Second Bancorp (OSBC) and Bancorp Financial is expected to close on July 1, 2025, subject to satisfaction of customary closing conditions. The merger was initially announced on February 25, 2025.

Has OSBC received shareholder approval for the Bancorp Financial merger?

Yes, on June 18, 2025, Bancorp Financial received stockholder approval for the previously announced merger with Old Second Bancorp (OSBC).

What are the main risks disclosed for OSBC's merger with Bancorp Financial?

The 8-K filing discloses three main risks: 1) Potential failure to satisfy remaining closing conditions, 2) Possibility of events that could give either party the right to terminate the merger agreement, and 3) Potential external events beyond their control (such as litigation, regulatory action, terrorist activities, wars) that could delay or lead to abandonment of the merger.

Who signed OSBC's 8-K filing dated June 18, 2025?

The 8-K was signed by Bradley S. Adams, who serves as Executive Vice President, Chief Operating Officer and Chief Financial Officer of Old Second Bancorp.

Where is OSBC's stock traded?

According to the 8-K filing, Old Second Bancorp's (OSBC) common stock is traded on The Nasdaq Stock Market.