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    Old Second Bancorp Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    5/28/25 11:00:28 AM ET
    $OSBC
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    Get the next $OSBC alert in real time by email
    Old Second Bancorp, Inc
    OLD SECOND BANCORP INC0000357173false--12-3100003571732025-05-232025-05-23

    ​

    I

    ​

    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): May 23, 2025

    Graphic

    (Exact name of registrant as specified in its charter)

    ​

    ​

    ​

    Delaware

    000-10537

    36-3143493

    (State or other jurisdiction of incorporation)

    (Commission File Number)

    (I.R.S. Employer Identification No.)

    ​

    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))

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

    ​

    ​

    ​

    ​

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    Common Stock

    OSBC

    The Nasdaq Stock Market

    ​

    ​

    ​

    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.  ☐

    ​

    ​

    ​

    ​

    Item 5.03

    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    ​

    On May 23, 2025, Old Second Bancorp, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock from 60,000,000 to 120,000,000. The amendment was approved by the Company’s stockholders at the 2025 Annual Meeting held on May 20, 2025. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

    ​

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

    ​

    ​

    ​

    ​

    Exhibit No.

    ​

    Exhibit

    3.1

    ​

    Amendment to Old Second Bancorp, Inc.’s Restated Certificate of Incorporation.

    ​

    ​

    ​

    ​

    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.

    ​

    ​

    ​

    ​

    ​

    ​

    OLD SECOND BANCORP, INC.

    ​

    ​

    ​

    ​

    ​

    ​

    Dated: May 28, 2025

    By:

    /s/ Bradley S. Adams

    ​

    ​

    Bradley S. Adams

    ​

    ​

    Executive Vice President,

    Chief Operating Officer and

    ​

    ​

    Chief Financial Officer

    ​

    ​

    Get the next $OSBC alert in real time by email

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