EX-99.4 4 tmb-20250701xex99d4.htm EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA
CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following tables show the condensed combined financial information for each of Old Second Bancorp, Inc. (“Old Second”) and Bancorp Financial, Inc. (“Bancorp Financial”), as well as unaudited pro forma condensed combined financial information for Old Second and Bancorp Financial reflecting the merger as of and for the six months ended June 30, 2025, and pro forma adjustments described in the accompanying notes.

Except as otherwise noted in the footnotes to the tables, (a) the financial information included under the “Historical OSBC” column is derived from and should be read in conjunction with Old Second’s historical unaudited interim condensed financial statements and accompanying notes included in Old Second’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, and (b) the financial information under the “Historical Bancorp Fin” column is derived from and should be read in conjunction with Bancorp Financial’s historical unaudited condensed financial statements and accompanying notes for the period ended June 30, 2025, which are filed as Exhibit 99.2 to Old Second’s Amendment to the Current Report on Form 8-K filed on September 17, 2025.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:

The acquisition of Bancorp Financial by Old Second under the provision of Financial Accounting Standard Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations” where the sale of assets and liability of Bancorp Financial will be recorded by Old Second at their respective fair values as of the date the merger is completed;

The distribution of shares of Old Second common stock to Bancorp Financial shareholders in exchange for shares of Bancorp Financial common stock (based on a 2.5814 exchange ratio) and $15.93 in cash per share, without interest;

Certain reclassifications to conform the historical Bancorp Financial financial information presentation to Old Second; and

Transaction costs in connection with the merger.

The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical consolidated balance sheets of Old Second and Bancorp Financial, presenting the merger as if it had been consummated on June 30, 2025.  The unaudited pro forma condensed combined income statements for the six months ended June 30, 2025, combine the historical consolidated income statements of Old Second and Bancorp Financial, presenting the merger as if it had been consummated on January 1, 2025.  You should read the accompanying Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet and Income Statements.

The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only, and does not necessarily indicate the financial results of the combined company had Old Second and Bancorp Financial actually been combined as of the dates indicated and at the beginning of the periods presented, nor does it necessarily indicate the results of operations in future periods of the future financial position of the combined entities, which could differ materially from those shown in this information.  The unaudited pro forma condensed combined financial information does not reflect the benefits of expected synergies, anticipated cost savings, or other factors that may result as a consequence of the merger.  The unaudited pro forma condensed combined financial information also does not consider any potential effect of changes in market conditions or interest rates on revenues or the impact of changes in Old Second’s stock price.  As explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger, as final valuations are known. The preliminary pro forma adjustments have been presented solely for the purpose of providing the unaudited pro forma condensed combined financial information.

As of the date of this pro forma financial information, Old Second has not yet finalized the valuation analysis and calculations at the level of detail required to obtain the necessary estimates of the fair market values of the Bancorp Financial assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and liabilities.  Therefore, certain Bancorp Financial assets and liabilities are presented at their respective carrying amounts and should be considered preliminary values. A final determination of the fair values of Bancorp Financial’s assets and liabilities will be obtained based on the final valuation of Bancorp Financial’s actual asset and liabilities as of the closing date. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.  Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill, deferred taxes and other assets and liabilities and may impact the combined company’s statement of income.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

June 30, 2025

Purchase Accounting Adjustments

Other,

(in Thousands)

Historical

Historical

Fair Value

Including

Pro Forma

    

OSBC

    

Bancorp Fin

Marks

Financing

Reference

Combined

Assets

Cash and cash equivalents

$

141,767

$

58,457

$

-

$

54,664

A

$

254,888

Investment securities

1,177,688

118,265

4

(117,585)

B

1,178,372

Federal Home Loan Bank Chicago ("FHLBC") and Federal Reserve Bank Chicago ("FRBC") stock

19,087

1,958

-

-

21,045

Loans held-for-sale

3,235

-

-

-

3,235

Loans

3,998,667

1,222,110

(11,519)

-

C

5,209,258

Less: allowance for credit losses on loans

42,990

20,879

9,814

-

D, E

73,683

Net loans

3,955,677

1,201,231

(21,333)

-

5,135,575

Premises and equipment, net

85,702

2,055

458

-

88,215

Goodwill and core deposit intangible

113,204

-

39,935

-

F, G

153,139

Bank-owned life insurance ("BOLI")

114,399

13,916

-

-

128,315

Deferred tax assets, net

20,395

10,162

3,089

-

H

33,646

Other assets

70,140

18,656

140

-

I

88,936

Total assets

$

5,701,294

$

1,424,700

$

22,293

$

(62,921)

$

7,085,366

Liabilities

Noninterest bearing deposits

$

1,704,083

$

70,278

$

-

$

-

$

1,774,361

Interest bearing deposits

3,094,356

1,160,935

(387)

-

J

4,254,904

Total deposits

4,798,439

1,231,213

(387)

-

6,029,265

Short-term borrowings

47,252

15,500

-

(8,000)

K

54,752

Long-term debt

85,284

15,000

(200)

-

L

100,084

Other liabilities

51,670

11,008

(7)

(71)

M

62,600

Total liabilities

4,982,645

1,272,721

(594)

(8,071)

6,246,701

Stockholders’ Equity

Common stock

45,094

3,069

(3,069)

7,921

A, N

53,015

Additional paid-in capital

206,207

47,494

(47,494)

132,599

O

338,806

Retained earnings

505,419

109,850

(109,850)

(20,504)

P, Q

484,915

Accumulated other comprehensive income

(37,426)

(8,434)

8,434

-

P

(37,426)

Treasury stock

(645)

-

-

-

(645)

Total stockholders’ equity

718,649

151,979

(151,979)

120,016

838,665

Total liabilities and stockholders’ equity

$

5,701,294

$

1,424,700

$

(152,573)

$

111,945

$

7,085,366

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Six Months Ended June 30, 2025

Historical

Historical

Fair Value

Pro Forma

(in Thousands, except for share data)

   

OSBC

   

Bancorp Fin

Adjustments

Other

Reference

    

Combined

Interest and dividend income

Loans, including fees

$

123,549

$

50,718

$

1,374

$

-

R

$

175,641

Loans held-for-sale

61

-

-

-

61

Investment securities

21,675

2,239

23,914

Other

3,518

1,484

-

-

5,002

Total interest and dividend income

148,803

54,441

1,374

-

204,618

Interest expense

Deposits

19,856

22,730

(129)

-

S

42,457

Borrowings

1,809

604

(25)

-

L

2,388

Total interest expense

21,665

23,334

(154)

-

44,845

Net interest and dividend income

127,138

31,107

1,528

-

159,773

Provision for credit losses

4,900

6,700

-

18,402

E

30,002

Net interest and dividend income after provision for credit losses

122,238

24,407

1,528

(18,402)

129,771

Noninterest income

Wealth management

6,192

-

-

-

6,192

Service charges on deposits

5,507

169

-

-

5,676

Mortgage banking revenue

1,022

-

-

-

1,022

BOLI related income

1,188

194

-

-

1,382

Card related income

5,128

-

-

-

5,128

Other income, including securities gains/(losses), net

2,062

1,269

-

-

3,331

Total noninterest income

21,099

1,632

-

-

22,731

Noninterest expense

Salaries and employee benefits

53,943

10,590

-

-

64,533

Occupancy, furniture and equipment

9,025

1,241

-

-

10,266

Computer and data processing

4,604

2,898

-

-

7,502

Merger-related expense

1,092

8,956

-

7,552

T

17,600

Other expense

19,260

4,501

465

-

U

24,226

Total noninterest expense

87,924

28,186

465

7,552

124,127

Income before income taxes

55,413

(2,147)

1,063

(25,954)

28,375

Provision for income taxes

13,761

(3,022)

223

(5,450)

V

5,512

Net income

$

41,652

$

875

$

840

$

(20,504)

$

22,863

Weighted average shares outstanding:

Basic (1)

45,010,925

2,793,912

7,212,204

52,223,129

Diluted (1)

45,780,612

2,981,581

7,696,653

53,477,265

Basic earnings per share

$

0.93

$

0.31

$

0.44

Diluted earnings per share

0.91

0.29

0.43

Dividends declared per share

0.12

-

0.12

(1)Historical Bancorp Fin shares presented here are pre-conversion to OSBC shares at a rate of 2.5814; shares reported in “other” column are OSBC shares issued at the time of the merger.

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1: Basis of Presentation

The pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger under the acquisition method of accounting with Old Second as the acquirer.  The pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial condition or results of the combined companies had the companies actually been combined at the beginning of the periods presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company.  Under the acquisition method of accounting, the assets and liabilities of Bancorp Financial, as of the effective date of the merger, will be recorded by Old Second at their respective fair values and the excess of the merger consideration over the fair value of Bancorp Financial’s net assets will be allocated to goodwill.  

The merger provides that Bancorp Financial shareholders will receive (a) $15.93 cash consideration for each share of Bancorp Financial common stock they hold immediately prior to the merger, and (b) 2.5814 shares of Old Second common stock for each share of Bancorp Financial common stock they hold immediately prior to the merger.  The implied value of the merger consideration to Bancorp Financial shareholders is $45.79 per share, or a total of $140.5 million, based on the closing stock price of Old Second common stock of $17.74 per share as of June 30, 2025, which is the price effective at the time of the merger.

The pro forma allocation of the purchase price presented in the pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger valuations are finalized.  Adjustments may include, but are not limited to, changes in (a) total merger related expenses and implementation costs, which may vary from currently estimated amounts included herein; and (b) the underlying values of assets and liabilities if market and credit conditions differ from current assumptions.

Note 2: Preliminary Purchase Price

The pro forma adjustments include the estimated purchase accounting entries to record the merger transaction.  The excess of the purchase price over the fair value of net assets acquired, net of deferred taxes, is allocated to goodwill.  Estimated fair value adjustments included in the pro forma condensed combined financial statement are based upon available information and certain assumptions considered reasonable, and may be revised as additional information becomes available.

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The following table summarizes the determination of the purchase price consideration from the June 30, 2025, baseline price, and its impact on the preliminary goodwill estimate.

June 30, 2025

Stock Consideration:

Common shares of Bancorp Financial

3,068,566

Exchange ratio

2.5814

Old Second common shares issued (1)

7,921,084

Price per share of Old Second common stock as of June 30, 2025 (price effective at the time of merger)

$

17.74

Fair value of consideration for common stock

$

140,520,030

Cash Consideration:

Common shares of Bancorp Financial

3,068,566

Fixed cash consideration rate per share

$

15.93

Fair value of cash consideration (1)

$

48,884,226

Total pro forma purchase price consideration

$

189,404,256

Preliminary goodwill

$

33,729,000

(1)Common shares issued and fair value of cash consideration were adjusted by 112 shares and $1,970, respectively, due to cash paid in lieu of fractional shares upon the close of the merger.

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Bancorp Financial Net Assets at Fair Value

June 30, 2025

(in thousands)

Assets

Cash and cash equivalents

$

58,457

Investment securities

118,269

FHLBC and FRBC stock

1,958

Loans held-for-sale

-

Net loans

1,194,437

Premises and equipment, net

2,513

Core deposit intangible

6,206

BOLI

13,916

Deferred tax assets

13,251

Other assets

18,796

Total assets acquired

$

1,427,802

Liabilities

Noninterest bearing deposits

$

70,278

Interest bearing deposits

1,160,548

Total deposits

1,230,826

Short-term borrowings

15,500

Long-term debt

14,800

Other liabilities

11,001

Total liabilities assumed

1,272,127

Net assets acquired

$

155,675

Preliminary goodwill

$

33,729

Note 3: Pro Forma Adjustments to Unaudited Condensed Combined Financial Information

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

(A)Adjustments to cash to reflect the estimated cash components of the merger consideration of $48.9 million, based on 3,068,566 shares of Bancorp Financial common stock outstanding as of June 30, 2025, and an adjustment of $8.0 million to payoff Bancorp Financial debt. Purchase accounting adjustments to cash include a $6.0 million reduction due to after tax acquisition costs. Cash inflows are also impacted by the net proceeds on the sale of Bancorp Financial’s available for sale securities of $117.6 million.

(B)Adjustment to Bancorp Financial specific to the sale of $117.6 million of available for sale securities.

(C)Adjustment to Bancorp Financial loans reflects estimated fair value adjustments, which include the adjustment for the credit component of the loan portfolio, the purchased credit deteriorated (“PCD”) loan CECL gross up, adjustments related to current interest rates and liquidity, and adjustments attributable to the reversal of the prior unearned loan fees and costs recorded by Bancorp Financial.

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acquired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

As Presented

Estimate of fair value adjustments for the credit component

on acquired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(29,139)

Estimate of PCD loan CECL gross-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,291

Estimate of fair value related to current interest rates and liquidity . . . . . . . . . . . . .

Reversal of acquired bank’s prior unearned loan fees/costs. . . . . . . . . . . . . . . . . . . .

306

5,023

Net fair value pro forma loan adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(11,519)

(D)Adjustments to allowance for credit losses include the following:

acquired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

As Presented

Reversal of historical Bancorp Financial allowance for credit loss . . . . . . . . . . . .

$(20,879)

Increase in allowance for credit losses for gross-up for estimate of lifetime credit losses for PCD loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,291

Total fair value adjustments to allowance for credit losses. . . . . . . . . . . . . . . . .

(8,588)

Provision for estimated lifetime credit losses for non-PCD loans . . . . . . . . . . .

18,402

Total transactions accounting adjustments to allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$9,814

(E)Provision for estimated lifetime credit losses for non-PCD loans of $18.4 million to be recorded immediately following the consummation of the merger.

(F)Adjustment to record an estimated goodwill associated with the merger of $33.7 million.

(G)Adjustment to record an estimated core deposit intangible of $6.2 million associated with the merger.

(H)Adjustments to deferred tax assets, net of deferred liabilities, to reflect the effects of the acquisition accounting fair valuation adjustments. Adjustments include the deferred tax effects of the investment securities’ Day One fair valuation, loan valuation marks, the time and core deposit intangibles, and debt valuation. The tax effect of acquisition related adjustments is calculated at a 21% tax rate.

(I)Adjustment to reflect the fair value recorded related to the right of use asset for property leases acquired, and certain deferred costs that were reversed.

(J)Adjustment to reflect preliminary estimate of fair value discount of interest-bearing deposits with maturities.

(K) Adjustment to reflect the payoff of the short-term line of credit recorded by Bancorp Financial as of Day One.

(L)Adjustment to reflect the purchase accounting recorded on the long-term FHLB advances acquired, and the income statement impact reflects six months of the related premium amortization.

(M)Adjustments to other liabilities to reflect the reversal of the allowance for unfunded commitments recorded on Bancorp Financial and the payment of accrued interest related to the line of credit paid off on Day One

(N)Adjustment of $(3.1 million) to eliminate historical Bancorp Financial common stock and to record the issuance of 7.9 million shares of newly issued Old Second common stock, at $1.00 par value per share, at a historical cost of $140.5 million, to holders of Bancorp Financial common stock, based on 3,068,566 shares of Bancorp Financial common stock outstanding on June 30, 2025, multiplied by the exchange ratio of 2.5814 shares of Old Second common stock for each share of Bancorp Financial common stock.

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(O)Adjustment to eliminate Bancorp Financial additional paid-in capital of $47.5 million and to reflect the issuance of Old Second common stock in excess of par value of $132.6 million.

(P)Adjustment to eliminate the retained earnings and the accumulated other comprehensive income of Bancorp Financial.

(Q)Adjustment to reflect the after-tax impact to retained earnings of the day two provision for credit losses, as well as the estimated accruals for merger-related professional, legal and other contractually obligated merger expenses expected to be incurred.

(R)Adjustments to record estimated accretion of discounts on loans associated with the merger.

(S)Adjustments to record estimated amortization premium on interest-bearing deposits associated with the merger.

(T)Adjustments to record the remaining estimated merger related expenses, such as data conversion costs, legal fees and contract termination fees.

(U)Adjustments to record estimated amortization of core deposit premium associated with the merger.

(V)Adjustments due to the tax effect of the day two provision for credit losses, as well as the estimated accrual for merger related professional, legal and other contractually obligated merger expenses expected to be incurred, calculated at a 21% tax rate.

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