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Old Second Bancorp (OSBC) EVP gets 9,201-share award, tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OLD SECOND BANCORP INC executive vice president Donald Pilmer reported equity compensation-related transactions in company common stock. He acquired 9,201 shares at no cost through vesting of performance-based restricted stock units tied to the 2019 Equity Incentive Plan after performance goals were achieved above target, resulting in an additional 3,945 shares beyond a previously reported target amount. To cover tax withholding on the 9,201 vested shares, 2,720 shares were withheld by the issuer at a price of $19.91 per share, with the remaining shares added to his direct common stock holdings. Following these transactions, he reports directly holding 73,054 common shares, along with indirect holdings through a 401(k) plan, a profit-sharing plan, and his spouse’s IRA, and 39,498 restricted stock units.

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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*
Pilmer Donald

(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)
EVP
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
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 03/02/2026 A 9,201(1) A $0 66,573 D
Old Second Bancorp, Inc. Common Stock 03/02/2026 F 2,720(2) D $19.91 73,054(3) D
Old Second Bancorp, Inc. Common Stock 4,040 I By 401-K Plan
Old Second Bancorp, Inc. Common Stock 182 I By Profit Sharing Plan
Old Second Bancorp, Inc. Common Stock 1,450(4) I Spouse's IRA
Restricted Stock Units 39,498 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. Shares delivered to the reporting person pursuant to vesting of performance-based restricted stock units granted under the Old Second Bancorp, Inc. 2019 Equity Incentive Plan, as Amended and Restated and vested upon achievement of performance goals for the applicable performance period. The reporting person reported an acquisition of 5,256 on Form 4 filed February 21, 2023, which represented the number of shares that would be delivered if target performance was achieved during the performance period. Actual performance exceeded the target performance for the performance period which resulted in an additional grant of 3,945 shares.
2. Represents shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 9,201 previously reported performance-based restricted stock units, the remaining shares of which were issued and added to the reporting person's common stock holdings.
3. Included in this total are 9,919 shares in the reporting person's name outright and 63,135 shares held in the reporting person's name in a brokerage account.
4. These shares are held in the reporting person's spouse's IRA for which the reporting person is listed as a beneficiary.
/s/ Shirley Cantrell, Attorney-in-Fact 03/04/2026
** 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

What did OSBC executive Donald Pilmer report in this Form 4 filing?

Donald Pilmer reported equity compensation activity, including vested performance-based restricted stock units and related tax withholding. He received 9,201 Old Second Bancorp common shares at no cost upon vesting, with a portion withheld to cover tax obligations and the remainder added to his direct holdings.

How many Old Second Bancorp (OSBC) shares did Donald Pilmer acquire?

He acquired 9,201 Old Second Bancorp common shares through vesting of performance-based restricted stock units. This vesting reflected achievement above target performance, generating an additional 3,945 shares beyond a previously reported target grant of 5,256 shares for the performance period.

Why were some OSBC shares disposed of in Donald Pilmer’s Form 4?

The filing shows 2,720 shares disposed of solely for tax withholding purposes. These shares were withheld by Old Second Bancorp at $19.91 per share to satisfy tax obligations arising from the vesting of 9,201 previously reported performance-based restricted stock units granted under the 2019 Equity Incentive Plan.

What are Donald Pilmer’s direct OSBC common stock holdings after these transactions?

After these transactions, he reports directly owning 73,054 Old Second Bancorp common shares. This total includes 9,919 shares in his name outright and 63,135 shares held in a brokerage account registered to him, reflecting the net result after the equity award and tax withholding.

What indirect Old Second Bancorp (OSBC) holdings does Donald Pilmer report?

He reports indirect ownership of Old Second Bancorp common stock through retirement and benefit accounts. These include shares held in a 401(k) plan, a profit-sharing plan, and 1,450 shares in his spouse’s IRA, for which he is listed as a beneficiary, alongside his direct holdings.

How many restricted stock units does Donald Pilmer hold in OSBC?

He reports holding 39,498 restricted stock units of Old Second Bancorp after the reported vesting event. These units represent additional potential future common shares, typically deliverable upon satisfaction of applicable vesting conditions under the company’s equity incentive arrangements.
Old Second Bancorp Inc Ill

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