[Form 4] Old Second Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

NewGenIvf Group Limited (NIVF) has taken two capital-structure actions, as disclosed in its July 2025 Form 6-K.

First, on 4 July 2025 the Board filed an amendment to the company’s memorandum & articles of association, lifting the cap of 50 million shares and authorising an unlimited number of Class A ordinary shares, Class B ordinary shares and preferred shares. The amendment became effective upon filing with the British Virgin Islands registry and is attached as Exhibit 3.1.

Second, on 5 July 2025 the Board approved a 1-for-5 reverse stock split of all issued and unissued shares. No shareholder vote is required under BVI law or the company’s governing documents. The reverse split is targeted to become effective on or about 4 August 2025; NIVF’s Class A ordinary shares are expected to begin trading on Nasdaq on a post-split basis that same day. The split is expressly intended to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00.

Key mechanics:

• Outstanding Class A shares will shrink from roughly 7,029,880 to 1,405,976.
• No fractional shares will be issued; holders entitled to a fraction will receive one whole post-split share.
• All options, warrants and other convertibles will be proportionally adjusted (÷5) and rounded to the nearest whole share.
• Par value remains nil; the M&A already allows unlimited authorised shares, so no further charter change is needed for the split.

Implications for investors: the reverse split should immediately increase the market price per share five-fold, aiding Nasdaq compliance, but it does not change the company’s underlying valuation. The newly unlimited authorised share count gives the Board broad flexibility for future equity issuance, which could be used for capital raising or acquisitions but also carries dilution risk.

Positive

• Nasdaq compliance strategy: The 1-for-5 reverse split is designed to lift the share price above US$1.00, reducing delisting risk.
• Administrative efficiency: Board may execute split without shareholder vote, allowing swift action before the compliance deadline.

Negative

• Dilution capacity: Authorising an unlimited number of shares enables significant future issuance that could dilute existing shareholders.
• Signal of price weakness: Reverse splits are often viewed as indicators of sustained low share prices and potential operational challenges.

Insights

Financial Analyst

TL;DR: Reverse split targets Nasdaq compliance; float shrinks to 1.4 M shares, but economic ownership unchanged.

The 1-for-5 reverse split is a technical move to lift NIVF’s per-share price above US$1.00 and avoid delisting. With only ~7.0 M shares pre-split, the float is already modest; post-split shares outstanding drop to ~1.4 M, which could increase volatility. Because par value is nil and ownership percentages are unchanged, the action is capital-neutral. The simultaneous authorisation of unlimited shares provides future financing flexibility but offsets any scarcity premium created by the split. Overall impact on near-term fundamentals is limited; investors should monitor whether the company issues additional shares once compliance is restored.

Corporate Governance Expert

TL;DR: Unlimited share authorisation empowers Board; dilution risk rises as shareholder oversight limited.

Board-driven charter amendments and the reverse split were executed without shareholder approval, permissible under BVI law but reducing investor checks and balances. Moving to an unlimited authorised share structure removes a traditional discipline that caps dilution. Coupled with the small post-split float, any sizeable secondary offering could materially affect existing holders. Governance risk is therefore elevated despite the operational need for Nasdaq compliance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADAMS BRADLEY S.

(Last) (First) (Middle)

37 S. RIVER ST.

(Street)

AURORA IL 60506

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD SECOND BANCORP INC [ OSBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & COO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Old Second Bancorp, Inc. Common Stock	06/30/2025		J	V	36	A	$0	10,050(1)	I	By 401-k Plan
Old Second Bancorp, Inc. Common Stock								143,308(2)	D
Restricted Stock Units								77,444	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Of this total, 36 shares were allocated during the second quarter pursuant to the Old Second Bancorp, Inc. Employee Salary and Savings Plan. Information herein was provided by the Plan trustee as of 6-30-25.

2. Included in this total are 75,300 shares held jointly with spouse with a broker and 68,008 shares are held jointly with spouse outright.

	/s/ Shirley Cantrell, Attorney-in-Fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why is NewGenIvf (NIVF) implementing a 1-for-5 reverse stock split?

To raise the per-share price above US$1.00 and maintain Nasdaq listing compliance under Rule 5550(a)(2).

When will the NIVF reverse split take effect?

On or about 4 August 2025, after which the Class A shares will trade on a post-split basis.

How many NewGenIvf shares will be outstanding after the split?

Outstanding Class A shares will decrease from approximately 7,029,880 to about 1,405,976.

Will fractional shares be issued to NIVF investors?

No. Investors entitled to a fractional share will receive one whole post-split share instead.

What changes were made to NewGenIvf’s authorised share capital?

The cap of 50 million shares was removed; the company now has an unlimited number of authorised ordinary and preferred shares.

Do shareholders need to vote on the reverse split or charter amendment?

No. Under BVI law and the company’s M&A, the Board can enact both actions without shareholder approval.