Form 4: OSBC CFO & COO Reports RSU Grant and Tax Withholding

Old Second Bancorp's CFO & COO, Bradley S. Adams, reported the grant of 25,428 restricted stock units and the disposition of 2,923 units for tax withholding.

Summary

• Bradley S. Adams, CFO & COO of Old Second Bancorp Inc. (OSBC), was granted 25,428 Restricted Stock Units (RSUs) on February 17, 2026.
• Of the granted RSUs, 12,714 are time-based and will vest on the third anniversary of the grant date.
• The remaining 12,714 RSUs are performance-based, with vesting ranging from 0% to 175% based on compensation committee approved performance metrics.
• On February 21, 2026, 2,923 shares were disposed of at a price of $20.57 per share to satisfy tax withholding obligations related to the vesting of 8,946 previously reported time-based RSUs.
• Following these transactions, Mr. Adams directly holds 93,926 Restricted Stock Units and 149,331 shares of Old Second Bancorp, Inc. Common Stock.
• Additionally, Mr. Adams indirectly holds 10,124 shares of Old Second Bancorp, Inc. Common Stock through a 401-k Plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive disclosure, reflecting routine executive compensation practices that align management incentives with shareholder interests through equity grants. The disposition for tax withholding is a neutral, administrative event.

Positives

• The grant of 25,428 Restricted Stock Units aligns the interests of the CFO & COO with shareholders, incentivizing long-term performance and retention.
• The inclusion of performance-based RSUs (12,714 units) ties a significant portion of executive compensation directly to the company's achievement of specific metrics.

Future Outlook

The filing indicates that vested shares from the RSU grants, if any, will be delivered to the reporting person within 3 to 5 business days from the date of vesting. The performance-based RSUs' vesting is contingent on future compensation committee approved performance metrics.

Industry Context

StockSavvy.ai notes that the grant of restricted stock units, including both time-based and performance-based components, is a standard practice in executive compensation across the financial services industry. This structure aims to retain key talent and align management incentives with long-term shareholder value creation, a common strategy among regional banks like Old Second Bancorp.

Comparison to Industry Standards

• The use of a mix of time-based and performance-based restricted stock units is consistent with best practices in executive compensation, similar to structures seen at comparable regional banks such as Wintrust Financial Corporation (WTFC) or First Midwest Bancorp (FMBI) before its acquisition. This approach balances retention with performance incentives.
• The disposition of shares to cover tax withholding upon vesting is a routine and expected event for equity compensation, aligning with standard industry procedures for managing executive stock awards.

Related Party Transactions

• The grant of Restricted Stock Units to Bradley S. Adams, a CFO & COO, constitutes a related party transaction as it involves compensation to a key executive.

Stakeholder Impact

• Shareholders: The RSU grant aims to align executive interests with long-term shareholder value, potentially leading to improved company performance.
• Employees (specifically the CFO & COO): The equity grant serves as a significant component of compensation and a retention incentive.

Next Steps

• Time-based restricted stock units (12,714 units) will vest on the third anniversary of the grant date (February 17, 2029).
• Performance-based restricted stock units (12,714 units) may vest based on compensation committee approved performance metrics, with shares delivered 3 to 5 business days post-vesting.

Key Dates

Keywords

OSBC, Restricted Stock Units, Executive Compensation, Insider Transaction, Form 4, Stock Grant, Tax Withholding