OLD SECOND BANCORP INC 0000357173 false 0000357173 2020-10-21 2020-10-21

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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): October 21, 2020

(Exact name of registrant as specified in its charter)

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Delaware | 000-10537 | 36-3143493
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

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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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock | OSBC | The Nasdaq Stock Market
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Item 2.02 Results of Operations and Financial Condition

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On October 21, 2020, Old Second Bancorp, Inc. (the “Company’s”) issued a press release announcing its financial results for the third quarter ended September 30, 2020, along with certain other financial information. Copies of the Company’s press release and loan portfolio disclosures are attached as Exhibit 99.1 and 99.2, respectively.

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Item 8.01 Other Events.

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On October 20, 2020, the Company received a notice of non-objection from the Federal Reserve Bank of Chicago (the “Federal Reserve”) to extend its previously-announced stock repurchase program, which expired on September 19, 2020, and originally authorized the Company to repurchase up to 1,494,826 shares of the Company’s common stock (the “Repurchase Program”). As of October 20, 2020, 898,415 shares remained available to be repurchased under the Repurchase Program. Repurchases by the Company under the Repurchase Program may be made from time to time through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission rules, privately negotiated transactions, or by other means.

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The actual means and timing of any repurchases, quantity of purchased shares and prices will be, subject to certain limitations, at the discretion of management and will depend on a number of factors, including, without limitation, market prices of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. Repurchases under the Repurchase Program may be initiated, discontinued, suspended or restarted at any time; provided that repurchases under the Repurchase Program after October 20, 2021 would require Federal Reserve non-objection or approval. The Company is not obligated to repurchase any shares under the Repurchase Program.

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Item 9.01 Financial Statements and Exhibits

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(d) Exhibits

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99.1 Press release dated October 21, 2020

99.2 Loan Portfolio Disclosures for Old Second Bancorp, Inc. dated September 30, 2020

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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.

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​ | OLD SECOND BANCORP, INC.
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Dated: October 21, 2020 | By: | /s/ Bradley S. Adams
​ | ​ | Bradley S. Adams
​ | ​ | Executive Vice President and
​ | ​ | Chief Financial Officer

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