Old Second Bancorp (NASDAQ: OSBC) director exits Board under age 73 policy

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Old Second Bancorp, Inc. announced that director John Williams, Jr. resigned from its Board of Directors effective July 7, 2026. He stepped down under the company’s Director Resignation Policy, which requires directors to resign upon reaching age 73, and not due to any disagreement with the company.

Williams, Jr., who joined the Board in 2021 and served on the Risk and Insurance Committee, is recognized by the company for his contributions. The Board does not plan to immediately fill the vacancy and will instead reduce its size by one seat, with the intent, following a recommendation from the Nominating and Corporate Governance Committee, to keep Board classes as nearly equal in number as possible.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Effective resignation date: July 7, 2026 Director age threshold: 73 years Board service start: 2021 +1 more

4 metrics

Effective resignation date July 7, 2026 Date John Williams, Jr. resigned from the Board

Director age threshold 73 years Age at which directors must submit resignation under policy

Board service start 2021 Year John Williams, Jr. joined the Board

Signature date July 8, 2026 Date the report was signed by the CFO/COO

Key Terms

Director Resignation Policy, Risk and Insurance Committee, Nominating and Corporate Governance Committee, forward looking statements, +1 more

5 terms

Director Resignation Policy financial

"submitted his resignation in accordance with the Company’s Director Resignation Policy"

Risk and Insurance Committee financial

"Mr. Williams, Jr. served on the Risk and Insurance Committee"

Nominating and Corporate Governance Committee financial

"Following a recommendation from the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

forward looking statements regulatory

"Statements included in this which are not historical in nature are intended to be, and are hereby identified as, forward looking statements"

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

safe harbor regulatory

"for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

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Available on EDGAR 07/08/2026 - 11:00 AM Accepted by SEC EDGAR 07/08/2026 - 11:00 AM

FAQ

Why did Old Second Bancorp (OSBC) director John Williams, Jr. resign?

John Williams, Jr. resigned because Old Second Bancorp’s Director Resignation Policy requires directors to step down upon reaching age 73. The company stated his resignation was not due to any disagreement and acknowledged his service since 2021.

When was the resignation of OSBC director John Williams, Jr. effective?

His resignation became effective on July 7, 2026. Old Second Bancorp disclosed the change in a current report and noted that he had been a Board member since 2021 and served on the Risk and Insurance Committee.

Did John Williams, Jr. have any disagreements with Old Second Bancorp (OSBC)?

The company stated that his resignation was not the result of any disagreement with Old Second Bancorp. He resigned solely in accordance with the Director Resignation Policy tied to reaching age 73 during his tenure on the Board.

Will Old Second Bancorp (OSBC) replace John Williams, Jr. on its Board?

Old Second Bancorp does not plan to immediately fill the Board vacancy created by his resignation. Instead, the company will reduce the Board size by one member while aiming to keep Board classes as nearly equal in number as possible.

What Board committee did OSBC director John Williams, Jr. serve on?

John Williams, Jr. served on Old Second Bancorp’s Risk and Insurance Committee. The company highlighted his valuable contributions in that role since joining the Board in 2021 before his age-related resignation became effective July 7, 2026.

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): July 7, 2026

(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 5.02

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

Effective July 7, 2026, John Williams, Jr., a member of the Board of Directors (the “Board”) of Old Second Bancorp, Inc. (the “Company”), resigned from the Board. Mr. Williams, Jr. submitted his resignation in accordance with the Company’s Director Resignation Policy, which requires that any person serving as a director submit his or her resignation as a director upon attaining the age of 73 during his or her tenure. As such, Mr. Williams, Jr.’s resignation is not the result of any disagreement with the Company. Mr. Williams, Jr. served on the Risk and Insurance Committee. He has been a valuable Board member since 2021, and the Company appreciates his contributions during his tenure.

The Company does not anticipate immediately filling the vacancy on the Board caused by Mr. Williams, Jr.’s resignation and will reduce the size of the Board by one member. Following a recommendation from the Nominating and Corporate Governance Committee, the Board’s intent is to maintain the Board classes to be as nearly equal in number as possible.

Cautionary Statement Regarding Forward Looking Statements

Statements included in this current report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “anticipates,” “intends,” “estimates,” and other similar expressions. The Company cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, factors disclosed in the Company’s 2025 Annual Report on Form 10-K filed February 26, 2026 or in its subsequent filings with the U.S. Securities and Exchange Commission, any of which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.

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: July 8, 2026	By:	/s/ Bradley S. Adams
		Bradley S. Adams
		Executive Vice President,
		Chief Operating Officer, and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents