I
United States
Securities And Exchange Commission
Washington, D.C. 20549
FORM
Current Report
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Item 7.01 | Regulation FD Disclosure. |
On June 18, 2025, Bancorp Financial, Inc. (“Bancorp Financial”) received stockholder approval for the previously announced merger of Bancorp Financial with and into Old Second Bancorp, Inc. (the “Merger”). The Merger, which was announced on February 25, 2025, is expected to close on July 1, 2025, subject to satisfaction of customary closing conditions.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by forward-looking terminology, such as “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “expect,” “project,” “assume,” “approximately,” “continue,” “should” and “could” and variations of such words and similar expressions, and in this Report includes our expectations as to the expected closing date of the Merger.
Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, and, in the case of those forward-looking statements contained in this Report include the following risks and uncertainties and assumptions:
| ● | the failure of either company to satisfy any of the remaining closing conditions to the transaction on a timely basis or at all; |
| ● | the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; and |
| ● | the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy that could result in the delay or abandonment of the Merger, such as litigation or regulatory action related to the Merger, terrorist activities, wars and other foreign conflicts. |
Old Second disclaims any obligation to update or revise any forward-looking statement contained in this Report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
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: June 18, 2025 | By: | /s/ Bradley S. Adams |
Bradley S. Adams | ||
Executive Vice President, Chief Operating Officer and | ||
Chief Financial Officer | ||