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Old Second Bancorp Vice Chairman Collins to retire

Gary Collins’s separation benefits depend on his execution and non-revocation of a release of claims in favor of the company and the bank.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Old Second Bancorp, Inc. (OSBC) announced that Vice Chairman Gary Collins will retire from employment with the company and Old Second National Bank effective October 31, 2026. He will resign from both boards effective on his employment termination date. Collins said his decision was not the result of a disagreement about either organization’s operations, policies or practices. Under a separation agreement, and subject to his execution and non-revocation of a release of claims, Collins will receive lump-sum cash payments totaling approximately $211,150, full vesting of his outstanding unvested time-based restricted stock units, pro-rata vesting based on target of his outstanding performance-based restricted stock units, and limited benefit continuation. The restrictive covenants in his executive employment agreement will continue to apply.

Filing Explained

The 8-K says its description of the separation agreement is incomplete; Old Second expects to file the full agreement as an exhibit to its Form 10-Q for the quarter ended September 30, 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Lump-sum cash payments Approximately $211,150 Under the separation agreement, subject to execution and non-revocation of a release of claims.
Retirement effective date October 31, 2026 Gary Collins’s employment with the company and the bank.
Notice date October 14, 2026 Date Gary Collins notified the company of his retirement decision.
time-based restricted stock units financial
"full vesting of his outstanding unvested time-based restricted stock units"
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
performance-based restricted stock units financial
"pro-rata vesting, based on target, of his outstanding performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
pro-rata vesting financial
"pro-rata vesting, based on target"
restrictive covenants regulatory
"The restrictive covenants in Mr. Collins’ Executive Employment Agreement"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash will Gary Collins receive under the OSBC separation agreement?

Collins will receive lump-sum cash payments totaling approximately $211,150, subject to his execution and non-revocation of a release of claims in favor of the company and the bank. The agreement also provides for restricted stock unit vesting and limited benefit continuation.

When does Gary Collins’s retirement from OSBC take effect?

His retirement from employment with Old Second Bancorp and Old Second National Bank takes effect on October 31, 2026. His resignations from both boards are effective on the date his employment terminates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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OLD SECOND BANCORP INC0000357173false00003571732026-10-142026-10-14

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United States

Securities And Exchange Commission
Washington, D.C. 20549

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FORM 8-K

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Current Report

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

Date of Report (Date of earliest event reported): October 14, 2026

Graphic

(Exact name of registrant as specified in its charter)

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Delaware

000-10537

36-3143493

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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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:

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

OSBC

The Nasdaq Stock Market

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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.  ☐

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Item 5.02

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

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On October 14, 2026, Gary Collins, Vice Chairman of Old Second Bancorp, Inc. (the “Company”) and Old Second National Bank (the “Bank”), notified the Company of his decision to retire from his employment with the Company and the Bank, effective October 31, 2026. Mr. Collins also notified the Company that he will resign from the boards of directors of the Company and the Bank, effective the date of his termination of employment. Mr. Collins’ decision to retire was not the result of any disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices. The Company and the Bank thank Mr. Collins for his years of dedicated service and his many contributions.

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In connection with Mr. Collins’ departure, the Company and Mr. Collins entered into a Separation and General Release Agreement (the “Separation Agreement”). Subject to Mr. Collins’ execution and non-revocation of a release of claims in favor of the Company and the Bank, Mr. Collins will receive lump sum cash payments totaling approximately $211,150, full vesting of his outstanding unvested time-based restricted stock units and pro-rata vesting, based on target, of his outstanding performance-based restricted stock units, and limited benefit continuation. The restrictive covenants in Mr. Collins’ Executive Employment Agreement with the Company will continue to apply.

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The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

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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.

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OLD SECOND BANCORP, INC.

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Dated: October 19, 2026

By:

/s/ Bradley S. Adams

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Bradley S. Adams

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Executive Vice President,

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Chief Operating Officer, and

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Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

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