Form 4: OSBC EVP Pilmer Reports RSU Grant & Tax Withholding

Old Second Bancorp EVP Donald Pilmer reported the grant of 11,292 restricted stock units and the disposition of 1,818 units for tax obligations.

Summary

• Donald Pilmer, Executive Vice President of Old Second Bancorp Inc. (OSBC), was granted 11,292 Restricted Stock Units (RSUs) on February 17, 2026.
• Of the granted RSUs, 5,646 are time-based and will vest on the third anniversary of the grant date (February 17, 2029).
• The remaining 5,646 RSUs are performance-based, with vesting ranging from 0% to 175% based on compensation committee-approved performance metrics.
• On February 21, 2026, 1,818 shares were withheld by the issuer at a price of $20.57 per share to cover tax withholding obligations related to the vesting of previously reported time-based RSUs.
• Following these transactions, Mr. Pilmer's direct beneficial ownership of Restricted Stock Units is 44,754.
• Mr. Pilmer also directly holds 63,135 shares of Old Second Bancorp, Inc. Common Stock.
• Indirect holdings include 4,010 shares in a 401-K Plan, 182 shares in a Profit Sharing Plan, and 1,450 shares in a spouse's IRA.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a slightly positive, routine executive compensation event. The grant of RSUs aligns executive incentives with shareholder value, while the tax-related disposition is a standard occurrence.

Positives

• The grant of 11,292 Restricted Stock Units aligns executive compensation with shareholder interests, incentivizing long-term performance.
• The inclusion of performance-based RSUs (5,646 units) ties a significant portion of executive compensation directly to the achievement of company-specific metrics.

Negatives

• The disposition of 1,818 shares for tax withholding purposes reduces Mr. Pilmer's direct equity holdings, although this is a routine event for vested equity awards.

Risks

• The performance-based restricted stock units (5,646 units) carry a risk of non-vesting or partial vesting, as their conversion to shares depends entirely on the achievement of compensation committee-approved performance metrics, which may not be met.

Future Outlook

The future outlook for Mr. Pilmer's equity holdings includes the vesting of 5,646 time-based restricted stock units on February 17, 2029, and the potential vesting of 5,646 performance-based restricted stock units based on future company performance metrics, with shares to be delivered within 3 to 5 business days post-vesting.

Industry Context

StockSavvy.ai notes that the grant of restricted stock units to executive officers is a common practice in the financial services industry, including regional banks like Old Second Bancorp. This compensation structure is designed to align the interests of executives with those of shareholders by tying a portion of their remuneration to the company's stock performance and long-term value creation. The subsequent disposition of shares for tax withholding is a standard, routine event associated with the vesting of such equity awards.

Related Party Transactions

• Donald Pilmer indirectly holds 1,450 shares of Old Second Bancorp, Inc. Common Stock in his spouse's IRA, for which he is listed as a beneficiary.

Stakeholder Impact

• Shareholders: The grant of restricted stock units to an EVP can positively impact shareholders by aligning executive incentives with long-term company performance and value creation.
• Employees: The equity compensation structure may serve as a model or incentive for other key employees, potentially influencing overall employee retention and motivation.

Next Steps

• Vesting of 5,646 time-based restricted stock units on February 17, 2029.
• Assessment and potential vesting of 5,646 performance-based restricted stock units based on future compensation committee-approved metrics.
• Delivery of vested shares to the reporting person within 3 to 5 business days from their respective vesting dates.

Key Dates

Recommendation

This Form 4 details routine executive compensation, specifically the grant of restricted stock units and a subsequent disposition for tax withholding. These are standard corporate governance and compensation practices and do not provide new material information that would fundamentally alter the investment thesis for Old Second Bancorp Inc. Therefore, a 'hold' recommendation is appropriate as this filing does not warrant a change in investment strategy.

Keywords

OSBC, Old Second Bancorp, Donald Pilmer, Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Executive Compensation, Equity Award, Tax Withholding