Old Second Bancorp (OSBC) CFO awarded 25,428 RSUs and withholds shares

Rhea-AI Filing Summary

Old Second Bancorp CFO & COO Bradley S. Adams reported equity compensation and related tax withholding transactions. On February 17, he received a grant of 25,428 restricted stock units (RSUs), split evenly between time-based and performance-based awards, each RSU representing one share of common stock.

On February 21, 2,923 shares of common stock valued at $20.57 per share were withheld by the issuer to cover tax obligations tied to vesting of 8,946 previously granted time-based RSUs, rather than sold in the open market.

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

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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)
02/17/2026

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
Restricted Stock Units	02/17/2026		A		25,428(1)	A	$0	102,872	D
Restricted Stock Units	02/21/2026		F		2,923(2)	D	$20.57	93,926	D
Old Second Bancorp, Inc. Common Stock								149,331(3)	D
Old Second Bancorp, Inc. Common Stock								10,124	I	By 401-k Plan

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. Each restricted stock unit represents a contingent right to receive one share of common stock. The reporting person was granted 25,428 restricted stock units on the date of the grant, 12,714 of which are time-based restricted stock units that vest on the third anniversary of the grant date, and 12,714 of which are performance-based restricted stock units that may vest and convert to shares within a range from 0% to 175% of the underlying performance-based restricted stock units originally awarded, depending on our compensation committee approved performance metrics. Vested shares, if any, will be delivered to the reporting person in 3 to 5 business days from the date of vesting.

2. Represents shares held by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 8,946 previously reported time-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 75,300 shares held jointly with spouse with a broker, and 74,031 shares held jointly with spouse outright.

	/s/ Shirley Cantrell, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did OSBC executive Bradley S. Adams receive in this Form 4?

Bradley S. Adams received a grant of 25,428 restricted stock units (RSUs). Half are time-based RSUs vesting on the third anniversary, and half are performance-based RSUs that may vest from 0% to 175% depending on compensation committee performance metrics.

How are the new OSBC restricted stock units for Bradley Adams structured?

The RSU grant to Bradley Adams consists of 12,714 time-based units and 12,714 performance-based units. Time-based RSUs vest after three years, while performance-based RSUs can convert to shares between 0% and 175% of the awarded amount based on approved metrics.

What was the purpose of the 2,923 OSBC shares disposed in this Form 4?

The 2,923 shares were withheld by the issuer to satisfy tax withholding obligations from the vesting of 8,946 previously reported time-based RSUs. This is coded as a tax-withholding disposition, not an open-market sale by Bradley Adams.

How many Old Second Bancorp shares does Bradley Adams hold after these transactions?

After these transactions, Bradley Adams directly holds 149,331 shares of Old Second Bancorp common stock, plus 10,124 shares held indirectly through a 401-k plan. His RSU holdings following the grant total 102,872 units before the tax-withholding adjustment.

How quickly will vested OSBC restricted stock units be delivered to Bradley Adams?

Vested RSUs will be delivered to Bradley Adams in 3 to 5 business days from the vesting date. This applies to any RSUs that ultimately vest, whether time-based or performance-based, converting each unit into one share of common stock.

How are Bradley Adams’s Old Second Bancorp common shares owned according to the Form 4?

His total direct common stock holdings include 75,300 shares held jointly with his spouse through a broker and 74,031 shares held jointly with his spouse outright. These amounts are included within the reported 149,331 directly held shares.