OLD SECOND BANCORP INC 0000357173 false 0000357173 2024-08-26 2024-08-26

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United States

Securities And Exchange Commission
Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2024

(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 7.01 | Regulation FD Disclosure.

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On August 27, 2024, Old Second National Bank (the “Bank”), a subsidiary of Old Second Bancorp, Inc. (the “Company”), and First Merchants Bank (“First Merchants”), a subsidiary of First Merchants Corporation, issued a joint press release announcing the signing of a branch purchase and assumption agreement pursuant to which Old Second National Bank will acquire from First Merchants certain assets and assume certain liabilities of five bank branches located in the greater Chicago, Illinois MSA. The Company anticipates closing the transaction in the fourth quarter of 2024, subject to regulatory approval and other customary closing conditions.

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A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. The Company has prepared an investor presentation to provide additional information regarding the transaction. A copy of the presentation is furnished as Exhibit 99.2 hereto.

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As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Forward-Looking Statements

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Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding our expectations with respect to the proposed transaction. Forward-looking statements are based on our current beliefs, expectations and assumptions and on information currently available and, can be identified by the use of words such as “expects,” “intends,” “believes,” “may,” “will,” “would,” “could,” “should,” “plan,” “anticipate,” “estimate,” “possible,” “likely” or the negative thereof as well as other similar words and expressions of the future. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others: (i) the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; (ii) the risk that integration of the operations of the branch locations with the Bank will be materially delayed or will be more costly or difficult than expected; (iii) the effect of the announcement of the transaction on employee relationships, customer relationships and operating results; and (iv) the satisfaction of closing conditions, including, but not limited to, the receipt of requisite regulatory approvals. For a discussion of additional factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in the Company’s Form 10-K for the year ended December 31, 2023, its Forms 10-Q for the quarters ended March 31, 2024 and June 30, 2024, and other reports that are filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No. | ​ | Exhibit
99.1 | ​ | Press Release of Old Second National Bank, dated August 27, 2024
99.2 | ​ | Investor Presentation of Old Second Bancorp, Inc./Old Second National Bank, dated August 27, 2024
104 | ​ | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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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: August 27, 2024 | By: | /s/ Bradley S. Adams
​ | ​ | Bradley S. Adams
​ | ​ | Executive Vice President, Chief Operating Officer and
​ | ​ | Chief Financial Officer

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