Old Second Bancorp (OSBC) EVP gets stock award, shares withheld for tax

Rhea-AI Filing Summary

Old Second Bancorp executive vice president Richard A. Gartelmann Jr. reported equity compensation activity in company stock. He acquired 4,523 shares of Old Second Bancorp, Inc. common stock at $0.00 per share through the vesting of performance-based restricted stock units granted under the 2019 Equity Incentive Plan. Footnotes explain that earlier he had reported 2,585 units based on target performance and that stronger results led to an additional 1,938 shares being delivered. The company withheld 1,537 shares at a price of $19.91 per share to cover tax obligations related to the vesting, rather than through an open-market sale. Following these transactions, the filing notes a mix of directly held shares, brokerage holdings, 401(k) shares, and restricted stock units.

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^*

Gartelmann Richard A JR

(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		4,523(1)	A	$0	26,565	D
Old Second Bancorp, Inc. Common Stock	03/02/2026		F		1,537(2)	D	$19.91	29,551(3)	D
Old Second Bancorp, Inc. Common Stock								12,563	I	By 401-K
Restricted Stock Units								21,294	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 2,585 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 1,938 shares.

2. Represents shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of 4,523 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 4,677 shares held outright in the reporting person's name and 24,874 shares held with a brokerage firm.

	/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 insider transactions did OSBC EVP Richard Gartelmann report?

Richard A. Gartelmann Jr., an EVP at Old Second Bancorp, reported a grant of 4,523 common shares from vesting performance-based restricted stock units and a related withholding of 1,537 shares to cover tax obligations, all dated March 2, 2026.

How many Old Second Bancorp (OSBC) shares were granted in this Form 4?

The Form 4 shows a grant of 4,523 shares of Old Second Bancorp, Inc. common stock. These came from vesting performance-based restricted stock units under the 2019 Equity Incentive Plan, reflecting both the original target award and additional shares from above-target performance.

Why were 1,537 OSBC shares disposed of in Richard Gartelmann’s filing?

The 1,537 shares shown as a disposition were withheld by Old Second Bancorp to satisfy tax withholding obligations tied to the vesting of 4,523 performance-based restricted stock units, rather than sold on the open market by the executive.

How did performance affect Richard Gartelmann’s Old Second Bancorp stock award?

The filing explains that actual performance exceeded target levels, so beyond the 2,585 shares tied to target performance, Gartelmann received an additional 1,938 shares, resulting in delivery of 4,523 shares upon vesting of the performance-based restricted stock units.

What does the Old Second Bancorp 2019 Equity Incentive Plan provide in this case?

Under the 2019 Equity Incentive Plan, as amended and restated, Gartelmann received performance-based restricted stock units that converted into 4,523 common shares upon vesting, with the final number tied to achievement and outperformance of specified performance goals for the applicable period.

How are Richard Gartelmann’s OSBC share holdings structured after these transactions?

The filing notes a combined total of directly held and brokerage shares, stating that 4,677 shares are held outright in Gartelmann’s name and 24,874 shares are held with a brokerage firm, alongside additional indirect 401(k) holdings and restricted stock units.