Form 4: OSBC EVP Gartelmann Reports RSU Grant, Vesting

Old Second Bancorp EVP Richard A. Gartelmann Jr. reported the grant of 5,912 restricted stock units and the vesting of previously awarded units, with shares withheld for taxes.

Summary

• Richard A. Gartelmann Jr., Executive Vice President (EVP) of Old Second Bancorp Inc. (OSBC), reported transactions involving restricted stock units (RSUs) and common stock.
• On February 17, 2026, Mr. Gartelmann was granted 5,912 restricted stock units (RSUs) at a price of $0 per unit.
• These new RSUs consist of 2,956 time-based units vesting on the third anniversary of the grant date and 2,956 performance-based units that may vest between 0% and 175% based on compensation committee approved metrics.
• On February 21, 2026, 894 shares were disposed of (withheld by the issuer) at a price of $20.57 per share to satisfy tax withholding obligations related to the vesting of 2,585 previously reported time-based RSUs.
• Following these transactions, Mr. Gartelmann beneficially owns 23,879 restricted stock units directly, 1,691 shares of Old Second Bancorp, Inc. Common Stock directly, 24,874 shares of Old Second Bancorp, Inc. Common Stock directly, and 12,563 shares indirectly through a 401-K plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive, routine executive compensation event. The grant of new RSUs aligns executive interests with shareholders, and the vesting of prior awards is a normal course of business, indicating stability in executive compensation.

Positives

• The grant of 5,912 new restricted stock units (RSUs) to a key executive aligns management's interests with long-term shareholder value.
• The vesting of previously awarded time-based RSUs indicates the executive is meeting tenure requirements and receiving earned compensation.

Future Outlook

The newly granted 5,912 restricted stock units include 2,956 time-based units set to vest on the third anniversary of the grant date (February 17, 2026). The remaining 2,956 are performance-based units, with vesting contingent on compensation committee approved metrics, potentially ranging from 0% to 175% of the awarded units. Vested shares, if any, will be delivered to the reporting person within 3 to 5 business days from their respective vesting dates.

Industry Context

StockSavvy.ai notes that the grant of restricted stock units (RSUs) to executive officers is a common practice within the banking industry, including regional banks like Old Second Bancorp. This form of equity compensation is designed to align the interests of executives with those of shareholders by tying a portion of their compensation to the company's long-term performance and stock price appreciation. The mix of time-based and performance-based RSUs reflects a balanced approach to executive incentives, rewarding both tenure and achievement of strategic objectives.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of executive compensation is a standard practice across the U.S. banking sector, comparable to compensation structures at peer institutions.
• The inclusion of both time-based and performance-based vesting conditions for RSUs is consistent with best practices in corporate governance, aiming to incentivize long-term commitment and performance-driven results, similar to programs seen at regional banks such as Wintrust Financial Corporation or First Midwest Bancorp (prior to acquisition).

Stakeholder Impact

• Shareholders: The grant of performance-based restricted stock units aims to align executive incentives with shareholder value creation, potentially leading to improved long-term company performance.
• Employees (Executive): Richard A. Gartelmann Jr. receives additional equity compensation, reinforcing his commitment to the company and providing a long-term incentive.

Next Steps

• The time-based restricted stock units granted on February 17, 2026, are scheduled to vest on the third anniversary of the grant date.
• The performance-based restricted stock units will vest based on compensation committee approved performance metrics, with vested shares delivered within 3 to 5 business days from the vesting date.

Key Dates

Keywords

Old Second Bancorp, OSBC, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Form 4, Stock Grant, Vesting, Banking