Business Context and Reporting Period
Company: Old Second Bancorp Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 14, 2025
Reporting Period: Event-based report regarding a specific corporate governance change effective September 14, 2025.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
- Board Resignation: John Ladowicz resigned from the Board of Directors effective September 14, 2025.
- Reason for Departure: Resignation was submitted in accordance with the Company's Director Resignation Policy requiring directors to step down upon attaining age 73. The filing explicitly states this is not the result of any disagreement with the Company.
- Committee Roles: Mr. Ladowicz served on the Audit, Compensation, Nominating and Corporate Governance, Loan, and Risk and Insurance Committees.
- Board Composition: The Company does not anticipate immediately filling the vacancy. The Board size will be reduced by one member.
Guidance, Outlook, and Risks
- Future Board Structure: The Board realigned its Class I, II, and III directors in February 2025 to maintain classes as nearly equal in number as possible, anticipating potential retirements in 2025.
- Forward-Looking Statements: The filing includes a standard cautionary statement that forward-looking statements are subject to risks and uncertainties, referencing the 2024 Annual Report on Form 10-K (filed March 6, 2025) for a detailed list of risk factors.
Investor Verification Checklist
- Verify the updated Board of Directors composition and committee assignments on the Company's investor relations website.
- Review the Company's Director Resignation Policy to confirm the age threshold and procedural requirements.
- Check subsequent filings for any announcement regarding the potential future appointment of a new director to replace Mr. Ladowicz.
- Refer to the 2024 Form 10-K for comprehensive financial data and risk factors not included in this 8-K.