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(NASDAQ:OSBC)

Contact:

Bradley S. Adams

For Immediate Release

Chief Financial Officer

October 22, 2025

(630) 906-5484

Old Second Bancorp, Inc. Reports Third Quarter 2025 Net Income of $9.9 Million,

or $0.18 per Diluted Share

AURORA, IL, October 22, 2025 – Old Second Bancorp, Inc. (the “Company,” “Old Second,” “we,” “us,” and “our”) (NASDAQ: OSBC), the parent company of Old Second National Bank (the “Bank”), today announced financial results for the third quarter of 2025. Our net income was $9.9 million, or $0.18 per diluted share, for the third quarter of 2025, compared to net income of $21.8 million, or $0.48 per diluted share, for the second quarter of 2025, and net income of $23.0 million, or $0.50 per diluted share, for the third quarter of 2024. Results as of and for the period ending September 30, 2025 were significantly impacted by the acquisition of Bancorp Financial, Inc (“Bancorp Financial”) and its wholly owned subsidiary, Evergreen Bank Group, which closed effective July 1, 2025.

Adjusted net income, a non-GAAP financial measure that excludes certain nonrecurring items, as applicable, was $28.4 million, or $0.53 per diluted share, for the third quarter of 2025, compared to $22.8 million, or $0.50 per diluted share, for the second quarter of 2025, and $24.0 million, or $0.52 per diluted share, for the third quarter of 2024. The pre-tax adjusting items impacting the third quarter of 2025 included the exclusion of $13.2 million of day two provision for credit losses recorded with our acquisition of Bancorp Financial, $389,000 of mortgage servicing rights (“MSRs”) mark to market losses, $430,000 of death benefits realized on BOLI, and $11.5 million of transaction-related expenses, net of gains on branch sales, primarily from our acquisition of Bancorp Financial. The adjusting items impacting the second quarter of 2025 included the exclusion of $531,000 of MSRs mark to market losses and $810,000 of transaction-related expenses due to our acquisition of Bancorp Financial. The adjusting item impacting the third quarter of 2024 included the exclusion of $964,000 of MSRs mark to market losses and a $12,000 death benefit related adjustment to BOLI. See the discussion entitled “Non-GAAP Presentations” below and the tables beginning on page 18 that provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

Net income decreased $12.0 million in the third quarter of 2025 compared to the second quarter of 2025. The decrease was primarily due to a $10.3 million increase in interest expense due to a rise in deposit and borrowing balances from our acquisition of Bancorp Financial, a $17.2 million increase in provision for credit losses related to $13.2 million of day two valuations from our acquisition of Bancorp Financial and $6.5 million of provision expense, compared to $2.5 million in the prior linked quarter, related to loan growth as well as the impact of current period charge offs primarily in powersports and lease segments as well as a downgrade of one large commercial credit.  In addition,  a $19.7 million increase in noninterest expense was recorded in the third quarter of 2025, compared to the prior linked quarter, mainly due to costs incurred related to our acquisition of Bancorp Financial. The decreases to the current quarter’s net income were partially offset by a $28.8 million increase in interest and dividend income, primarily due to an increase in loan income from the loan portfolio acquired from Bancorp Financial, a $2.2 million increase in noninterest income, and a $4.2 million decrease in provision for income taxes. Net income decreased $13.1 million in the third quarter of 2025 compared to the third quarter of 2024, primarily due to an increase of $5.8 million in interest expense, a $17.7 million increase in provision for credit losses, and a $23.9 million increase in noninterest expense, all stemming from our acquisition of Bancorp Financial. The decreases in net income compared to the prior year like quarter were partially offset by a $28.0 million increase in interest and dividend income, a $2.5 million increase in noninterest income, and a $3.7 million decrease in provision for income taxes.

1


Operating Results

Third quarter 2025 net income was $9.9 million, reflecting a $12.0 million decrease from the second quarter of 2025, and a decrease of $13.1 million from the third quarter of 2024. Adjusted net income, as defined above, was $28.4 million for the third quarter of 2025, an increase of $5.5 million from adjusted net income for the second quarter of 2025, and an increase of $4.3 million from adjusted net income for the third quarter of 2024.
Net interest and dividend income was $82.8 million for the third quarter of 2025, reflecting an increase of $18.5 million, or 28.9%, from the second quarter of 2025, and an increase of $22.2 million, or 36.6%, from the third quarter of 2024.
We recorded a net provision for credit losses of $19.7 million in the third quarter of 2025 compared to a net provision for credit losses of $2.5 million in the second quarter of 2025 and net provision for credit losses of $2.0 million in the third quarter of 2024.   Provision for credit loss expense in the third quarter of 2025 included the impact of the Bancorp Financial day two purchase accounting.
Noninterest income was $13.1 million for the third quarter of 2025, an increase of $2.2 million, or 20.3%, compared to $10.9 million for the second quarter of 2025, and an increase of $2.5 million, or 23.9%, compared to $10.6 million for the third quarter of 2024.
Noninterest expense was $63.2 million for the third quarter of 2025, an increase of $19.7 million, or 45.5%, compared to $43.4 million for the second quarter of 2025, and an increase of $23.9 million, or 60.7%, compared to $39.3 million for the third quarter of 2024.
We had a provision for income tax of $3.2 million for the third quarter of 2025, compared to a provision for income tax of $7.4 million for the second quarter of 2025 and a provision for income tax of $6.9 million for the third quarter of 2024. The effective tax rate for each of the periods presented was 24.5%, 25.3%, and 23.1%, respectively.
On October 21, 2025, our Board of Directors declared a cash dividend of $0.07 per share of common stock, payable on November 10, 2025, to stockholders of record as of October 31, 2025.

2


Financial Highlights

Quarters Ended

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

2025

2025

2024

Balance sheet summary

Total assets

$

6,991,754

$

5,701,294

$

5,671,760

Total securities available-for-sale

1,157,480

1,177,688

1,190,854

Total loans

5,265,014

3,998,667

3,991,078

Total deposits

5,760,250

4,798,439

4,465,424

Total liabilities

6,125,069

4,982,645

5,010,370

Total equity

866,685

718,649

661,390

Total tangible assets

$

6,836,565

$

5,588,090

$

5,575,789

Total tangible equity

711,496

605,445

565,419

Income statement summary

Net interest income

$

82,775

$

64,234

$

60,578

Provision for credit losses

19,653

2,500

2,000

Noninterest income

13,109

10,898

10,581

Noninterest expense

63,163

43,419

39,308

Net income

9,871

21,822

22,951

Effective tax rate

24.46

%

25.30

%

23.11

%

Profitability ratios

Return on average assets (ROAA)

0.56

%

1.53

%

1.63

%

Return on average equity (ROAE)

4.61

12.39

14.29

Net interest margin (tax-equivalent)

5.05

4.85

4.64

Efficiency ratio

64.46

55.99

53.38

Return on average tangible common equity (ROATCE) 1

6.16

15.29

17.14

Tangible common equity to tangible assets (TCE/TA)

10.41

10.83

10.14

Per share data

Diluted earnings per share

$

0.18

$

0.48

$

0.50

Tangible book value per share

13.51

13.44

12.61

Company capital ratios 2

Common equity tier 1 capital ratio

12.44

%

13.77

%

12.86

%

Tier 1 risk-based capital ratio

12.85

14.31

13.39

Total risk-based capital ratio

15.10

16.55

15.62

Tier 1 leverage ratio

11.21

11.83

11.38

Bank capital ratios 2, 3

Common equity tier 1 capital ratio

13.14

%

14.02

%

13.49

%

Tier 1 risk-based capital ratio

13.14

14.02

13.49

Total risk-based capital ratio

14.39

14.99

14.45

Tier 1 leverage ratio

11.45

11.59

11.46

1 See the discussion entitled “Non-GAAP Presentations” below and the table on page 19 that provides a reconciliation of this non-GAAP financial measure to the most comparable GAAP equivalent.

2 Both the Company and the Bank ratios are inclusive of a capital conservation buffer of 2.50%, and both are subject to the minimum capital adequacy guidelines of 7.00%, 8.50%, 10.50%, and 4.00% for the Common equity tier 1, Tier 1 risk-based, Total risk-based and Tier 1 leverage ratios, respectively.

3 The prompt corrective action provisions are applicable only at the Bank level, and are 6.50%, 8.00%, 10.00%, and 5.00% for the Common equity tier 1, Tier 1 risk-based, Total risk-based and Tier 1 leverage ratios, respectively.

Chairman, President and Chief Executive Officer Jim Eccher said “On July 1, 2025, we acquired Bancorp Financial, Inc., a $1.4 billion bank holding company headquartered in Oak Brook, Illinois and its subsidiary bank, Evergreen Bank Group. We are extremely excited to welcome Evergreen Bank customers and employees to the Old Second team and pleased to deliver solid core business results in the first quarter inclusive of the acquisition. We are very encouraged about the trends and momentum in both our new and existing businesses including strong loan growth, encouraging pipelines and excellent core profitability. The systems integration of the two companies was completed without significant disruption and we continue to believe the combination will deliver exceptional value in the years ahead. Our initial estimates on earnings accretion at the announcement of the transaction appear conservative as asset yields are exceeding our expectations and our teams are continuing to make progress on operational efficiencies.  We believe that the combination is exceptionally rare, for its size, in that book value dilution was relatively minimal and the deal itself substantially improves both our interest rate sensitivity position and already strong profitability. Third quarter return on average assets and return on average tangible common equity, adjusted to exclude acquisition related purchase accounting and deal costs, were 1.61% and 16.69%, respectively, the tax equivalent net interest margin was impressive at 5.05% and the efficiency ratio was a very healthy 52.10%.”  

3


“The balance sheet as of September 30, 2025 is strong, liquid and well reserved with a common equity tier 1 ratio of 12.44%, a loan to deposit ratio of 91% and loan loss reserves to total loans of 1.43%.  Based on the strength of the balance sheet and resilient income statement trends, Old Second elected in this fourth quarter to increase the common dividend by 17%, as we continue to regularly deliver dividend growth commensurate with the bank’s performance. We believe Old Second is well prepared for any economic environment and has the resources and momentum to focus on growth and additional strategic opportunities as they present themselves.  We are excited for the future and proud of our progress in building a better Old Second for our customers, communities and stockholders.”          

Asset Quality & Earning Assets

Nonperforming loans, comprised of nonaccrual loans plus loans past due 90 days or more and still accruing, totaled $48.0 million at September 30, 2025, $32.2 million at June 30, 2025, and $52.3 million at September 30, 2024. Nonperforming loans, as a percent of total loans, was 0.9% at September 30, 2025, 0.8% at June 30, 2025, and 1.3% at September 30, 2024. The $15.7 million increase in the third quarter of 2025 for nonperforming loans is driven by a $13.5 million increase to loans past due 90 days or more and still accruing, primarily comprised of two legacy relationships, the largest of which is in the process of renewal, as well as $2.3 million of powersport loans. Nonaccrual loans increased $2.2 million, due to inflows of $5.3 million, primarily related to one commercial real estate – investor relationship of $1.2 million, partially offset by outflows of $3.1 million. Nonaccrual loan outflows include an $859,000 loan processed for repossession, $764,000 of partial principal reductions from payments and partial charge-offs on loans, and $853,000 of loans charged off.
Total loans were $5.27 billion at September 30, 2025, reflecting an increase of $1.27 billion compared to both June 30, 2025 and September 30, 2024. The increase from both prior periods is primarily driven by the $1.19 billion of loans acquired in our acquisition of Bancorp Financial. The loans acquired provided a significant increase to our consumer lending portfolio including the new powersport loan segment. Excluding loans purchased from the Bancorp Financial acquisition, organic loan growth, net of paydowns, totaled $72.3 million, or 1.8%, compared to June 30, 2025 total loans. Average loans (including loans held-for-sale) for the third quarter of 2025 totaled $5.22 billion, reflecting an increase of $1.26 billion from the second quarter of 2025, and an increase of $1.25 billion from the third quarter of 2024.
Available-for-sale securities totaled $1.16 billion at September 30, 2025, compared to $1.18 billion at June 30, 2025 and $1.19 billion at September 30, 2024. The unrealized mark to market loss on securities totaled $47.7 million as of September 30, 2025, compared to $54.7 million as of June 30, 2025, and $56.2 million as of September 30, 2024, due to market interest rate fluctuations as well as changes year over year in the composition of the securities portfolio. During the quarter ended September 30, 2025, we had security purchases of $21.2 million, security sales of $7.5 million, excluding the sale of Bancorp Financial’s $117.6 million available-for-sale securities portfolio after the acquisition closed, and security maturities, calls and paydowns of $41.1 million, compared to security purchases of $79.6 million and security maturities, calls and paydowns of $53.2 million during the quarter ended June 30, 2025. During the quarter ended September 30, 2024, we had security purchases of $22.7 million and $31.3 million of maturities, calls, and paydowns. We may continue to buy and sell strategically identified securities as opportunities arise.

4


Net Interest Income

Analysis of Average Balances,

Tax Equivalent Income / Expense and Rates

(Dollars in thousands - unaudited)

Quarters Ended

September 30, 2025

June 30, 2025

September 30, 2024

Average

Income /

Rate

Average

Income /

Rate

Average

Income /

Rate

Balance

Expense

%

Balance

Expense

%

Balance

Expense

%

Assets

Interest earning deposits with financial institutions

$

119,619

$

1,255

4.16

$

166,366

$

1,784

4.30

$

48,227

$

616

5.08

Securities:

Taxable

1,016,279

9,872

3.85

1,040,472

9,959

3.84

1,010,379

9,113

3.59

Non-taxable (TE)1

149,621

1,563

4.14

149,651

1,556

4.17

163,569

1,634

3.97

Total securities (TE)1

1,165,900

11,435

3.89

1,190,123

11,515

3.88

1,173,948

10,747

3.64

FHLBC and FRBC Stock

25,961

381

5.82

19,200

273

5.70

30,268

497

6.53

Loans and loans held-for-sale1, 2

5,217,526

91,342

6.95

3,960,650

62,002

6.28

3,966,717

64,566

6.48

Total interest earning assets

6,529,006

104,413

6.34

5,336,339

75,574

5.68

5,219,160

76,426

5.83

Cash and due from banks

51,357

-

-

47,875

-

-

54,279

-

-

Allowance for credit losses on loans

(72,354)

-

-

(41,544)

-

-

(42,683)

-

-

Other noninterest earning assets

491,244

-

-

394,036

-

-

384,386

-

-

Total assets

$

6,999,253

$

5,736,706

$

5,615,142

Liabilities and Stockholders' Equity

NOW accounts

$

668,439

$

825

0.49

$

653,334

$

681

0.42

$

553,906

$

714

0.51

Money market accounts

954,964

4,979

2.07

832,777

3,920

1.89

693,315

3,260

1.87

Savings accounts

1,175,011

3,239

1.09

938,836

1,005

0.43

895,086

886

0.39

Time deposits

1,347,455

10,896

3.21

695,946

4,508

2.60

651,663

5,539

3.38

Interest bearing deposits

4,145,869

19,939

1.91

3,120,893

10,114

1.30

2,793,970

10,399

1.48

Securities sold under repurchase agreements

33,382

60

0.71

35,419

56

0.63

45,420

93

0.81

Other short-term borrowings

25,978

308

4.70

-

-

-

305,489

4,185

5.45

Junior subordinated debentures

25,774

288

4.43

25,773

288

4.48

25,773

270

4.17

Subordinated debentures

59,521

547

3.65

59,500

546

3.68

59,436

547

3.66

Notes payable and other borrowings

14,806

158

4.23

-

-

-

-

-

-

Total interest bearing liabilities

4,305,330

21,300

1.96

3,241,585

11,004

1.36

3,230,088

15,494

1.91

Noninterest bearing deposits

1,782,193

-

-

1,729,287

-

-

1,691,450

-

-

Other liabilities

61,732

-

-

59,580

-

-

54,453

-

-

Stockholders' equity

849,998

-

-

706,254

-

-

639,151

-

-

Total liabilities and stockholders' equity

$

6,999,253

$

5,736,706

$

5,615,142

Net interest income (GAAP)

$

82,775

$

64,234

$

60,578

Net interest margin (GAAP)

5.03

4.83

4.62

Net interest income (TE)1

$

83,113

$

64,570

$

60,932

Net interest margin (TE)1

5.05

4.85

4.64

Interest bearing liabilities to earning assets

65.94

%

60.75

%

61.89

%

1 Tax equivalent (TE) basis is calculated using a marginal tax rate of 21% in 2025 and 2024. See the discussion entitled “Non-GAAP Presentations” below and the tables beginning on page 18 that provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

2 Interest income from loans is shown on a TE basis, which is a non-GAAP financial measure as discussed in the table on page 18, and includes loan fee income of $1.2 million for the third quarter of 2025, loan fee income of $365,000 for the second quarter of 2025, and loan fee expense of $155,000 for the third quarter of 2024. Nonaccrual loans are included in the above stated average balances.

The increased yield of 66 basis points on interest earning assets compared to the linked period was primarily driven by higher interest rate consumer credits and related accretion on the loan portfolio acquired from Bancorp Financial, as the average yield on the acquired portfolio prior to accretion was 8.65%. Changes in the market interest rate environment impact earning assets at varying intervals depending on the repricing timeline of loans, as well as the securities maturity, paydown and purchase activities.

5


The year over year increase of 51 basis points on interest earning assets was primarily driven by increased yield on loans due to the Bancorp Financial acquisition as well as planned turnover in our securities portfolio with many older and lower yielding securities maturing and being replaced with higher yielding investments while maintaining the shorter duration portfolio composition. Average balances of loans and loans held for sale increased $1.25 billion in the third quarter of 2025 compared to the prior year like quarter, with a corresponding increase to the tax equivalent yield on the loan portfolio of 47 basis points year over year due to the Bancorp Financial acquisition. Average balances of securities available for sale decreased $8.0 million in the third quarter of 2025 compared to the prior year like quarter, but showed an increase to the tax equivalent yield on the securities available for sale portfolio of 25 basis points year over year primarily due to variable security rate resets and higher yielding investments.

Average balances of interest bearing deposit accounts have increased significantly since the second quarter of 2025 through the third quarter of 2025, from $3.12 billion to $4.15 billion, as all average interest bearing deposit account categories increased as a result of the Bancorp Financial acquisition. The Bancorp Financial acquisition drove the increase in interest bearing deposit expenses of $9.8 million compared to the prior linked quarter, which increased the cost of interest bearing deposits from 130 basis points for the quarter ended June 30, 2025, to 191 basis points for the quarter ended September 30, 2025. We will continue to control the cost of funds by monitoring market activity as well as allowing previous exception-priced deposits to runoff naturally. A 66 basis point increase in savings accounts and a 61 basis point increase in time deposits for the quarter ended September 30, 2025 drove a significant portion of the increase from the prior linked quarter, as a majority of the accounts assumed from Bancorp Financial were within these deposit categories. The cost of interest bearing deposits increased 43 basis points for the quarter ended September 30, 2025 from 148 basis points for the quarter ended September 30, 2024. A 20 basis point increase in the cost of money market accounts and a 70 basis point increase in savings accounts drove a significant portion of the overall increase from the prior year like quarter.

Borrowing costs increased in the third quarter of 2025, compared to the second quarter of 2025, primarily due to the $26.0 million increase in average other short-term borrowings stemming from an increase in average daily FHLB advances over the prior linked quarter as well as $14.8 million in notes payable and other borrowings due to long term FHLB advances assumed from Bancorp Financial. The decrease of $279.5 million year over year of average FHLB advances was based on daily liquidity needs due to the changes in the funding mix as a result of recent acquisitions and was the primary driver of the $3.9 million decrease to interest expense on other short-term borrowings. Subordinated and junior subordinated debt interest expense were essentially flat over each of the periods presented.

Our net interest margin, for both GAAP and TE presentations, showed noticeable growth over the prior linked quarter periods and over the prior year like quarter presented above. Our net interest margin (GAAP) increased 20 basis points to 5.03% for the third quarter of 2025, compared to 4.83% for the second quarter of 2025, and increased 41 basis points compared to 4.62% for the third quarter of 2024. Our net interest margin (TE) increased 20 basis points to 5.05% for the third quarter of 2025, compared to 4.85% for the second quarter of 2025, and increased 41 basis points compared to 4.64% for the third quarter of 2024. The increase in net interest margin for the third quarter of 2025, compared to the prior linked quarter, was driven by the Bancorp Financial acquisition, market interest rates, and one more day in the period with larger interest earning asset balances. The net interest margin increased in the third quarter of 2025, compared to the prior year like quarter, primarily due to the Bancorp Financial acquisition, higher security yields, and the decrease in average other short-term borrowings and the corresponding reduction in interest expense. See the discussion entitled “Non-GAAP Presentations” and the tables beginning on page 18 that provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

6


Noninterest Income

September 30, 2025

Noninterest Income

Three Months Ended

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2025

    

2025

    

2024

    

2025

    

2024

 

Wealth management

$

3,515

$

3,103

$

2,787

13.3

26.1

Service charges on deposits

2,920

2,788

2,646

4.7

10.4

Residential mortgage banking revenue

Secondary mortgage fees

92

84

84

9.5

9.5

MSRs mark to market loss

(389)

(531)

(964)

26.7

59.6

Mortgage servicing income

469

472

466

(0.6)

0.6

Net gain on sales of mortgage loans

620

550

507

12.7

22.3

Total residential mortgage banking revenue

792

575

93

37.7

751.6

Securities gains, net

(1)

-

(1)

(100.0)

-

Change in cash surrender value of BOLI

1,175

690

860

70.3

36.6

Death benefit realized on BOLI

430

-

12

100.0

N/M

Card related income

2,739

2,716

2,589

0.8

5.8

Other income

1,539

1,026

1,595

50.0

(3.5)

Total noninterest income

$

13,109

$

10,898

$

10,581

20.3

23.9

N/M - Not meaningful

Noninterest income increased $2.2 million, or 20.3%, in the third quarter of 2025, compared to the second quarter of 2025, and increased $2.5 million, or 23.9%, compared to the third quarter of 2024. The increase from the second quarter of 2025 was primarily driven by a $412,000 increase in wealth management income based on continued growth in the advisory and estate planning, a $485,000 increase in the cash surrender value of BOLI due to changes in market interest rates, a $430,000 death benefit realized on BOLI recorded during the quarter, and a $513,000 increase in other income driven by powersport fees provided by the legacy Bancorp Financial loan portfolio acquired.

The increase in noninterest income of $2.5 million in the third quarter of 2025, compared to the third quarter of 2024, is primarily due to a $728,000 increase in wealth management income from growth in advisory and estate fees, a $315,000 increase in the cash surrender value of BOLI due to changes in market interest rates, and a $430,000 death benefit realized on BOLI recorded in the third quarter of 2025, compared to a $12,000 death benefit adjustment recorded in the third quarter of 2024. Also contributing to the increase in noninterest income during the quarter was a $699,000 increase in residential mortgage banking revenue mainly due to a $575,000 increase in MSRs mark to market valuations.

7


Noninterest Expense

September 30, 2025

Noninterest Expense

Three Months Ended

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2025

    

2025

    

2024

    

2025

    

2024

 

Salaries

$

31,360

$

19,119

$

17,665

64.0

77.5

Officers' incentive

3,279

2,921

2,993

12.3

9.6

Benefits and other

5,084

4,910

4,018

3.5

26.5

Total salaries and employee benefits

39,723

26,950

24,676

47.4

61.0

Occupancy, furniture and equipment expense

4,937

4,477

3,876

10.3

27.4

Computer and data processing

4,002

2,692

2,375

48.7

68.5

FDIC insurance

854

642

632

33.0

35.1

Net teller & bill paying

691

670

570

3.1

21.2

General bank insurance

437

328

320

33.2

36.6

Amortization of core deposit intangible asset

1,251

1,022

570

22.4

119.5

Advertising expense

545

320

299

70.3

82.3

Card related expense

1,708

1,489

1,458

14.7

17.1

Legal fees

432

388

202

11.3

113.9

Consulting & management fees

2,471

527

480

368.9

414.8

Other real estate owned expense, net

128

35

242

265.7

(47.1)

Other expense

5,984

3,879

3,608

54.3

65.9

Total noninterest expense

$

63,163

$

43,419

$

39,308

45.5

60.7

Efficiency ratio (GAAP)1

64.46

%

55.99

%

53.38

%

Adjusted efficiency ratio (non-GAAP)2

52.10

%

54.54

%

52.31

%

1 The efficiency ratio shown in the table above is a GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits and OREO expenses, divided by the sum of net interest income and total noninterest income less net gains or losses on securities, death benefit realized on BOLI, as applicable, and mark to market gains or losses on MSRs.

2 The adjusted efficiency ratio shown in the table above is a non-GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits, OREO expenses, and acquisition expenses, net of gain or loss on branch sales, divided by the sum of net interest income on a fully TE basis, total noninterest income less net gains or losses on securities, death benefit realized on BOLI, as applicable, mark to market gains or losses on MSRs, and includes a tax equivalent adjustment on the change in cash surrender value of BOLI. See the discussion entitled “Non-GAAP Presentations” below and the table on page 19 that provides a reconciliation of this non-GAAP financial measure to the most comparable GAAP equivalent.

Noninterest expense for the third quarter of 2025 increased $19.7 million, or 45.5%, compared to the second quarter of 2025, and increased $23.9 million, or 60.7%, compared to the third quarter of 2024. The increase in the third quarter of 2025, compared to the second quarter of 2025, was primarily attributable to a $12.8 million increase in salaries and employee benefits, of which $8.4 million was due to change in control, retention, and severance payouts related to the Bancorp Financial acquisition. The increase in the third quarter of 2025 was also attributable to a $1.3 million increase in computer and data processing expenses, a $1.9 million increase in consulting & management fees, and a $2.1 million increase in other expenses, which were primarily due to costs incurred as a result of our acquisition of Bancorp Financial.

The year over year increase in noninterest expense is primarily attributable to a $15.0 million increase in salaries and employee benefits, primarily due to $8.4 million of change in control, retention, and severance payouts related to the Bancorp Financial acquisition as well as increases in annual base salary rates, officers’ incentives, and restricted stock expense in the third quarter of 2025. Also contributing to the increase was a $1.1 million increase in occupancy, furniture and equipment, a $1.6 million increase in computer and data processing expenses, a $681,000 increase in core deposit intangible, a $2.0 million increase in consulting & management fees, and a $2.4 million increase in other expense primarily due to the effect of the First Merchants (“FRME”) branches purchased in December 2024 as well as costs associated with our acquisition of Bancorp Financial.

8


Earning Assets

September 30, 2025

Loans

As of

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2025

    

2025

    

2024

    

2025

    

2024

 

Commercial

$

786,095

$

718,927

$

814,668

9.3

(3.5)

Leases

550,201

524,513

458,317

4.9

20.0

Commercial real estate – investor

1,257,328

1,118,782

1,045,060

12.4

20.3

Commercial real estate – owner occupied

680,412

652,449

718,265

4.3

(5.3)

Construction

176,387

251,692

206,458

(29.9)

(14.6)

Residential real estate – investor

69,362

50,976

50,332

36.1

37.8

Residential real estate – owner occupied

231,547

220,672

208,227

4.9

11.2

Multifamily

378,213

333,787

375,394

13.3

0.8

HELOC

234,885

111,265

102,611

111.1

128.9

Powersport

715,498

-

-

N/M

N/M

Other1

185,086

15,604

11,746

N/M

N/M

Total loans

$

5,265,014

$

3,998,667

$

3,991,078

31.7

31.9

N/M - Not meaningful

1 Other class includes consumer loans, such as collector cars, manufactured homes, and solar loans, as well as overdrafts.

Total loans increased by $1.27 billion at September 30, 2025, compared to both June 30, 2025, and September 30, 2024. The increase to total loans compared to both periods presented is primarily due to the $1.19 billion portfolio acquired from Bancorp Financial which expanded our consumer lending and added the powersport segment. Excluding the acquisition, the Bank achieved organic loan growth, net of paydowns, of $72.3 million in the third quarter of 2025 compared to the linked quarter, primarily driven by commercial, leases, and commercial real estate.  

September 30, 2025

Securities

As of

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2025

    

2025

    

2024

    

2025

    

2024

Securities available-for-sale, at fair value

U.S. Treasury

$

190,670

$

190,446

$

194,188

0.1

(1.8)

U.S. government agencies

38,264

38,141

37,976

0.3

0.8

U.S. government agency mortgage-backed

93,051

96,083

96,413

(3.2)

(3.5)

States and political subdivisions

210,675

208,814

224,795

0.9

(6.3)

Collateralized mortgage obligations

378,236

395,014

384,271

(4.2)

(1.6)

Asset-backed securities

47,802

48,119

63,947

(0.7)

(25.2)

Collateralized loan obligations

198,098

201,071

189,264

(1.5)

4.7

Equity securities

684

-

-

100.0

100.0

Total securities available-for-sale

$

1,157,480

$

1,177,688

$

1,190,854

(1.7)

(2.8)

Our securities available-for-sale portfolio totaled $1.16 billion as of September 30, 2025, reflecting a decrease of $20.2 million from June 30, 2025, and a decrease of $33.4 million from September 30, 2024.  The portfolio continues to consist of high-quality fixed rate and floating rate securities, with more than 99% of publicly issued securities rated AA or better.

9


Asset Quality

September 30, 2025

Nonperforming assets

As of

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

  

2025

  

2025

  

2024

  

2025

2024

Nonaccrual loans

$

34,126

$

31,902

$

52,171

7.0

(34.6)

Loans past due 90 days or more and still accruing interest

 

13,859

 

345

 

109

N/M

N/M

Total nonperforming loans

 

47,985

 

32,247

 

52,280

48.8

(8.2)

Other real estate owned

 

6,416

 

6,486

 

8,202

(1.1)

(21.8)

Repossessed Assets (1)

 

2,088

 

234

 

-

792.3

N/M

Total nonperforming assets

$

56,489

$

38,967

$

60,482

45.0

(6.6)

30-89 days past due loans and still accruing interest

$

22,415

$

14,652

$

28,480

Nonaccrual loans to total loans

0.6

%

0.8

%

1.3

%

Nonperforming loans to total loans

0.9

%

0.8

%

1.3

%

Nonperforming assets to total loans plus OREO and repossessed assets

1.1

%

1.0

%

1.5

%

Purchased credit-deteriorated loans to total loans

1.6

%

0.2

%

0.4

%

Allowance for credit losses

$

75,037

$

42,990

$

44,422

Allowance for credit losses to total loans

1.4

%

1.1

%

1.1

%

Allowance for credit losses to nonaccrual loans

219.9

%

134.8

%

85.1

%

N/M - Not meaningful.

1 Repossessed assets are reported in other assets.

Nonperforming loans consist of nonaccrual loans and loans 90 days or more past due and still accruing interest. Purchased credit-deteriorated (“PCD”) loans acquired in our acquisitions of West Suburban, ABC Bank, and Bancorp Financial totaled $84.7 million, net of purchase accounting adjustments, at September 30, 2025. No PCD loans were acquired with our First Merchants branch acquisition. PCD loans that meet the definition of nonperforming loans are included in our nonperforming disclosures.

The following table shows classified loans by segment, which include nonaccrual loans, PCD loans if the risk rating so indicates, and all other loans considered substandard, for the following periods.

September 30, 2025

Classified loans

As of

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2025

    

2025

    

2024

    

2025

    

2024

Commercial

$

50,680

$

23,354

$

35,043

117.0

44.6

Leases

1,277

1,346

746

(5.1)

71.2

Commercial real estate – investor

2,853

14,752

21,652

(80.7)

(86.8)

Commercial real estate – owner occupied

72,020

51,335

41,820

40.3

72.2

Construction

1,612

1,624

5,765

(0.7)

(72.0)

Residential real estate – investor

1,228

1,201

1,180

2.2

4.1

Residential real estate – owner occupied

1,839

1,707

2,612

7.7

(29.6)

Multifamily

1,183

1,099

3,269

7.6

(63.8)

HELOC

1,538

1,180

736

30.3

109.0

Powersport

-

-

-

-

-

Other1

30

22

-

36.4

 N/M

Total classified loans

$

134,260

$

97,620

$

112,823

37.5

19.0

N/M - Not meaningful.

1 Other class includes consumer loans such as collector cars, manufactured homes, solar loans, and overdrafts.

10


Classified loans as of September 30, 2025 increased by $36.6 million from June 30, 2025, and increased by $21.4 million from September 30, 2024. The net increase from the second quarter of 2025 included inflows of $62.9 million, driven by downgrades of two commercial relationships for $19.9 million, five commercial real estate – owner occupied relationships for $17.6 million, and 14 loans acquired from Bancorp Financial for $10.7 million. The increase of classified loans in the third quarter of 2025 were offset by $26.2 million of outflows, which primarily consist of $14.2 million of paid off loans, $8.9 million of loans upgraded, and $948,000 of loan charge-offs. Remediation work continues on these credits, with the goal of cash flow improvements with increased tenancy.

Allowance for Credit Losses on Loans and Unfunded Commitments

At September 30, 2025, our allowance for credit losses (“ACL”) on loans totaled $75.0 million, and our ACL on unfunded commitments, included in other liabilities, totaled $2.3 million. In relation to the acquisition, we recorded a day one purchase accounting credit mark of $17.5 million and a day two non-PCD provision expense of $13.2 million based on our assessment of the acquired loans. The third quarter of 2025 standard provision expense consisted of a $6.5 million provision for credit losses on loans, and a $38,000 provision for credit losses on unfunded commitments. The increased provision for credit losses for the third quarter of 2025 is driven by current period charge-offs within the powersports and lease portfolios as well as a downgrade to substandard on one large commercial credit. The increase in ACL on unfunded commitments was primarily due to an adjustment to historical benchmark assumptions, such as funding rates and the period used to forecast those rates, within the ACL calculation. We recorded net charge-offs of $5.1 million in the third quarter of 2025, primarily within the powersport portfolio. The second quarter of 2025 provision expense of $2.5 million consisted of a $2.2 million provision for credit losses on loans, and $277,000 provision for credit losses on unfunded commitments. We recorded net charge-offs of $785,000 in the second quarter of 2025. In the third quarter of 2024, we recorded a provision expense of $2.0 million, which consisted of a $2.0 million provision for credit losses on loans and a $2,000 provision for credit losses on unfunded commitments. We recorded net recoveries of $155,000 in the third quarter of 2024. Our ACL on loans to total loans was 1.4% as of September 30, 2025, and 1.1% as of both June 30, 2025, and September 30, 2024.

The ACL on unfunded commitments totaled $2.3 million as of both September 30, 2025 and June 30, 2025, and $2.5 million as of September 30, 2024.

Net Charge-off Summary

Loan charge–offs, net of recoveries

Quarters Ended

(Dollars in thousands)

September 30, 

% of

June 30, 

% of

September 30, 

% of

2025

Total 2

2025

Total 2

2024

Total 2

Commercial

$

385

7.5

$

1,093

139.2

$

(7)

4.5

Leases

848

16.6

(3)

(0.4)

43

(27.7)

Commercial real estate – Investor

(15)

(0.3)

(14)

(1.8)

(149)

96.1

Commercial real estate – Owner occupied

(2)

-

(1)

(0.1)

(44)

28.4

Construction

(46)

(0.9)

(337)

(42.9)

-

-

Residential real estate – Investor

(2)

-

(2)

(0.3)

(18)

11.6

Residential real estate – Owner occupied

(7)

(0.1)

(8)

(1.0)

(11)

7.1

Multifamily

181

3.5

-

-

-

-

HELOC

(19)

(0.4)

(10)

(1.3)

(14)

9.0

Powersport

2,980

58.3

-

-

-

-

Other 1

805

15.8

67

8.6

45

(29.0)

Net charge–offs / (recoveries)

$

5,108

100.0

$

785

100.0

$

(155)

100.0

1 Other class includes consumer loans, such as collector cars and solar loans, and overdrafts.

2 Represents the percentage of net charge-offs attributable to each category of loans.

Gross charge-offs for the third quarter of 2025 were $6.0 million, compared to $1.2 million for the second quarter of 2025 and $165,000 for the third quarter of 2024. Gross recoveries were $938,000 for the third quarter of 2025, compared to $447,000 for the second quarter of 2025, and $320,000 for the third quarter of 2024. Continued recoveries are indicative of the ongoing aggressive efforts by management to effectively manage and resolve prior charge-offs, however, recoveries cannot be forecasted or expected at the same pace in the future.

11


Deposits

Total deposits were $5.76 billion at September 30, 2025, an increase of $961.8 million, or 20.0%, compared to $4.80 billion at June 30, 2025, as a result of deposits assumed from Bancorp Financial. All deposit categories increased due to the assumed deposits, the largest being time deposits which increased $564.1 million followed by savings with an increase of $213.5 million.

Total quarterly average deposits for the year over year period increased $1.44 billion, or 32.2%, driven by an increase in average time deposits of $695.8 million, NOW and money markets combined of $376.2 million, savings accounts of $279.9 million, and demand deposits of $90.7 million. The overall increase in quarterly average deposits for the year over year period was primarily due to the acquisition of First Merchants branches in December 2024 and Bancorp Financial in July 2025. Our quarterly average time deposits as of September 30, 2025 include $96.9 million of brokered deposits, compared to none at September 30, 2024. These brokered deposits were assumed with the acquisition of Bancorp Financial and are running off over the next few years.

Borrowings

As of September 30, 2025, significant changes included $165.0 million in other short-term borrowings, compared to no short-term borrowings as of June 30, 2025 and $335.0 million as of September 30, 2024, all of which were short-term FHLB advances. In addition, we had $15.0 million of long-term FHLB advances assumed with the Bancorp Financial acquisition, which are reported in notes payable and other borrowings on the balance sheet.

Capital

During the third quarter of 2025, the Company issued 7.9 million common shares with a par value of $1.00 per share to existing shareholders of Bancorp Financial as part of the acquisition. The newly issued shares provided $140.5 million of capital. In addition, as part of the Company’s common stock Repurchase Program, as approved by the board of directors on December 17, 2024, the Company repurchased 326,854 shares at $18.00 per share for a total reduction to capital of $5.9 million during the third quarter of 2025, as these shares are held in treasury stock.

Non-GAAP Presentations

Management has disclosed in this earnings release certain non-GAAP financial measures to evaluate and measure our performance, including the presentation of adjusted net income, net interest income and net interest margin on a fully taxable equivalent basis, and our efficiency ratio calculations on a taxable equivalent basis. The net interest margin fully taxable equivalent is calculated by dividing net interest income on a tax equivalent basis by average earning assets for the period. Consistent with industry practice, management has disclosed the efficiency ratio including and excluding certain items, which is discussed in the noninterest expense presentation on page 8.

We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe these measures provide investors with information regarding balance sheet profitability, and we believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing, and comparing past, present and future periods.

These non-GAAP financial measures should not be considered as a substitute for GAAP financial measures, and we strongly encourage investors to review the GAAP financial measures included in this earnings release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this earnings release with other companies’ non-GAAP financial measures having the same or similar names. The tables beginning on page 18 provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP equivalent.

12


Cautionary Note Regarding Forward-Looking Statements

This earnings release and statements by our management may contain forward-looking statements within the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by words such as “should,” “anticipate,” “expect,” “estimate,” “intend,” “believe,” “may,” “likely,” “will,” “forecast,” “project,” “looking forward,” “optimistic,” “hopeful,” “potential,” “progress,” “prospect,” “remain,” “deliver,” “continue,” “trend,” “momentum,” “remainder,” “beyond,” “build,” and “near” or other statements that indicate future periods, such as “positioning” or “integration”. Examples of forward-looking statements include, but are not limited to, statements regarding the economic outlook, balance sheet growth, building capital, and statements regarding the anticipated strategic and financial benefits of our acquisition of Bancorp Financial, including integration progress and competitive positioning. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements, (1) the strength of the United States economy in general and the strength of the local economies in which we conduct our operations may be different than expected; (2) the rate of delinquencies and amounts of charge-offs, the level of allowance for credit loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (3) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action; (4) risks related to future acquisitions, if any, including execution and integration risks; (5) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on us; (6) changes in interest rates, which has and may continue to affect our deposit and funding costs, net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of our assets, including our investment securities; (7) elevated inflation which causes adverse risk to the overall economy, and could indirectly pose challenges to our clients and to our business; and (8) the adverse effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as government shutdowns, trade disputes, epidemics and pandemics, war or terrorist activities, essential utility outages, deterioration in the global economy, instability in the credit markets, disruptions in our customers’ supply chains or disruption in transportation, and disruptions caused from widespread cybersecurity incidents. Additional risks and uncertainties are contained in the “Risk Factors” and forward-looking statements disclosure in our most recent Annual Report on Form 10-K, and Quarterly Reports on Form 10-Q. The inclusion of this forward-looking information should not be construed as a representation by us or any person that future events, plans, or expectations contemplated by us will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Conference Call

We will host a call on Thursday, October 23, 2025, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) to discuss our third quarter 2025 financial results. Investors may listen to our call via telephone by dialing 888-506-0062, using Entry Code: 740004. Investors should call into the dial-in number set forth above at least 10 minutes prior to the scheduled start of the call.

A replay of the call will be available until 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on October 30, 2025, by dialing 877-481-4010, using Conference ID: 53047.

13


Old Second Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

(unaudited)

September 30, 

December 31, 

    

2025

    

2024

Assets

Cash and due from banks

$

53,099

$

52,175

Interest earning deposits with financial institutions

63,426

47,154

Cash and cash equivalents

116,525

99,329

Securities available-for-sale, at fair value

1,157,480

1,161,701

Federal Home Loan Bank Chicago (“FHLBC”) and Federal Reserve Bank Chicago (“FRBC”) stock

28,282

19,441

Loans held-for-sale

1,463

1,556

Loans

5,265,014

3,981,336

Less: allowance for credit losses on loans

75,037

43,619

Net loans

5,189,977

3,937,717

Premises and equipment, net

87,714

87,311

Other real estate owned

6,416

21,617

Mortgage servicing rights, at fair value

9,549

10,374

Goodwill

130,262

93,260

Core deposit intangible

24,927

22,031

Bank-owned life insurance (“BOLI”)

129,057

112,751

Deferred tax assets, net

33,374

26,619

Other assets

76,728

55,670

Total assets

$

6,991,754

$

5,649,377

Liabilities

Deposits:

Noninterest bearing demand

$

1,738,028

$

1,704,920

Interest bearing:

Savings, NOW, and money market

2,763,990

2,315,134

Time

1,258,232

748,677

Total deposits

5,760,250

4,768,731

Securities sold under repurchase agreements

24,290

36,657

Other short-term borrowings

165,000

20,000

Junior subordinated debentures

25,774

25,773

Subordinated debentures

59,531

59,467

Notes payable and other borrowings

14,812

-

Other liabilities

75,412

67,715

Total liabilities

6,125,069

4,978,343

Stockholders’ Equity

Common stock

53,015

44,908

Additional paid-in capital

340,108

205,284

Retained earnings

512,131

469,165

Accumulated other comprehensive loss, net

(32,294)

(47,748)

Treasury stock

(6,275)

(575)

Total stockholders’ equity

866,685

671,034

Total liabilities and stockholders’ equity

$

6,991,754

$

5,649,377

14


Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands, except share data)

(unaudited)

(unaudited)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Interest and dividend income

Loans, including fees

$

91,301

$

64,528

$

214,850

$

189,352

Loans held-for-sale

31

27

92

60

Securities:

Taxable

9,872

9,113

29,058

25,757

Tax exempt

1,235

1,291

3,724

3,889

Dividends from FHLBC and FRBC stock

381

497

1,127

1,716

Interest bearing deposits with financial institutions

1,255

616

4,027

1,851

Total interest and dividend income

104,075

76,072

252,878

222,625

Interest expense

Savings, NOW, and money market deposits

9,043

4,860

19,562

13,214

Time deposits

10,896

5,539

20,233

14,541

Securities sold under repurchase agreements

60

93

184

262

Other short-term borrowings

308

4,185

325

12,080

Junior subordinated debentures

288

270

864

838

Subordinated debentures

547

547

1,639

1,639

Notes payable and other borrowings

158

-

158

-

Total interest expense

21,300

15,494

42,965

42,574

Net interest and dividend income

82,775

60,578

209,913

180,051

Provision for credit losses

19,653

2,000

24,553

9,250

Net interest and dividend income after provision for credit losses

63,122

58,578

185,360

170,801

Noninterest income

Wealth management

3,515

2,787

9,707

8,127

Service charges on deposits

2,920

2,646

8,427

7,569

Secondary mortgage fees

92

84

249

199

Mortgage servicing rights mark to market loss

(389)

(964)

(1,490)

(1,108)

Mortgage servicing income

469

466

1,421

1,467

Net gain on sales of mortgage loans

620

507

1,634

1,289

Securities gains, net

(1)

(1)

(1)

-

Change in cash surrender value of BOLI

1,175

860

2,363

2,852

Death benefit realized on BOLI

430

12

430

905

Card related income

2,739

2,589

7,867

7,542

Other income

1,539

1,595

3,601

3,367

Total noninterest income

13,109

10,581

34,208

32,209

Noninterest expense

Salaries and employee benefits

39,723

24,676

93,666

72,412

Occupancy, furniture and equipment

4,937

3,876

13,962

11,702

Computer and data processing

4,002

2,375

9,042

6,814

FDIC insurance

854

632

2,124

1,915

Net teller & bill paying

691

570

2,019

1,669

General bank insurance

437

320

1,095

941

Amortization of core deposit intangible

1,251

570

3,310

1,724

Advertising expense

545

299

1,032

963

Card related expense

1,708

1,458

4,577

4,058

Legal fees

432

202

1,292

666

Consulting & management fees

2,471

480

3,424

1,613

Other real estate expense, net

128

242

2,036

201

Other expense

5,984

3,608

13,508

10,748

Total noninterest expense

63,163

39,308

151,087

115,426

Income before income taxes

13,068

29,851

68,481

87,584

Provision for income taxes

3,197

6,900

16,958

21,430

Net income

$

9,871

$

22,951

$

51,523

$

66,154

Basic earnings per share

$

0.19

$

0.52

$

1.08

$

1.48

Diluted earnings per share

0.18

0.50

1.06

1.45

Dividends declared per share

0.06

0.05

0.18

0.15

Ending common shares outstanding

52,664,535

44,851,091

52,664,535

44,851,091

Weighted-average basic shares outstanding

52,686,391

44,850,325

47,597,529

44,818,693

Weighted-average diluted shares outstanding

53,509,690

45,679,140

48,385,283

45,628,606

15


Old Second Bancorp, Inc. and Subsidiaries

Quarterly Consolidated Average Balance

(In thousands, unaudited)

2025

2024

Assets

    

3rd Qtr

    

2nd Qtr

    

1st Qtr

    

4th Qtr

3rd Qtr

    

2nd Qtr

1st Qtr

Cash and due from banks

$

51,357

$

47,875

$

52,550

$

54,340

$

54,279

$

54,286

$

54,533

Interest earning deposits with financial institutions

119,619

166,366

97,645

49,757

48,227

50,740

48,088

Cash and cash equivalents

170,976

214,241

150,195

104,097

102,506

105,026

102,621

Securities available-for-sale, at fair value

1,165,900

1,190,123

1,181,257

1,180,024

1,173,948

1,179,430

1,182,888

FHLBC and FRBC stock

25,961

19,200

19,441

27,493

30,268

27,574

31,800

Loans held-for-sale

1,975

2,375

1,343

2,027

1,557

1,050

746

Loans

5,215,551

3,958,275

3,957,730

4,001,014

3,965,160

3,957,454

4,018,631

Less: allowance for credit losses on loans

72,354

41,544

43,543

45,040

42,683

43,468

44,295

Net loans

5,143,197

3,916,731

3,914,187

3,955,974

3,922,477

3,913,986

3,974,336

Premises and equipment, net

88,304

87,081

87,709

84,364

82,977

82,332

80,493

Other real estate owned

6,464

2,099

13,388

20,136

7,471

4,657

5,123

Mortgage servicing rights, at fair value

9,632

9,856

10,211

10,060

10,137

10,754

10,455

Goodwill

127,873

93,232

93,253

88,320

86,477

86,477

86,477

Core deposit intangible

25,539

20,462

21,490

12,799

9,768

10,340

10,913

Bank-owned life insurance ("BOLI")

128,870

113,326

112,848

112,243

110,901

110,440

109,867

Deferred tax assets, net

30,375

23,549

25,489

23,549

25,666

32,969

31,323

Other assets

74,187

44,431

43,506

43,572

50,989

50,423

49,681

Total other assets

491,244

394,036

407,894

395,043

384,386

388,392

384,332

Total assets

$

6,999,253

$

5,736,706

$

5,674,317

$

5,664,658

$

5,615,142

$

5,615,458

$

5,676,723

Liabilities

Deposits:

Noninterest bearing demand

$

1,782,193

$

1,729,287

$

1,703,382

$

1,712,106

$

1,691,450

$

1,769,543

$

1,819,476

Interest bearing:

Savings, NOW, and money market

2,798,414

2,424,947

2,370,408

2,195,608

2,142,307

2,195,898

2,202,485

Time

1,347,455

695,946

725,314

692,001

651,663

610,705

558,463

Total deposits

5,928,062

4,850,180

4,799,104

4,599,715

4,485,420

4,576,146

4,580,424

Securities sold under repurchase agreements

33,382

35,419

34,529

39,982

45,420

37,430

30,061

Other short-term borrowings

25,978

-

1,444

204,783

305,489

242,912

332,198

Junior subordinated debentures

25,774

25,773

25,773

25,773

25,773

25,773

25,773

Subordinated debentures

59,521

59,500

59,478

59,457

59,436

59,414

59,393

Notes payable and other borrowings

14,806

-

-

-

-

-

Other liabilities

61,732

59,580

70,411

67,067

54,453

68,530

60,024

Total liabilities

6,149,255

5,030,452

4,990,739

4,996,777

4,975,991

5,010,205

5,087,873

Stockholders' equity

Common stock

53,015

45,094

45,028

44,908

44,908

44,908

44,787

Additional paid-in capital

339,612

205,706

205,433

205,356

204,558

203,654

202,688

Retained earnings

500,075

497,224

479,011

462,631

443,435

424,262

405,201

Accumulated other comprehensive loss

(36,823)

(41,080)

(44,853)

(44,251)

(52,907)

(66,682)

(63,365)

Treasury stock

(5,881)

(690)

(1,041)

(763)

(843)

(889)

(461)

Total stockholders' equity

849,998

706,254

683,578

667,881

639,151

605,253

588,850

Total liabilities and stockholders' equity

$

6,999,253

$

5,736,706

$

5,674,317

$

5,664,658

$

5,615,142

$

5,615,458

$

5,676,723

Total Earning Assets

$

6,529,006

$

5,336,339

$

5,257,416

$

5,260,315

$

5,219,160

$

5,216,248

$

5,282,153

Total Interest Bearing Liabilities

4,305,330

3,241,585

3,216,946

3,217,604

3,230,088

3,172,132

3,208,373

16


Old Second Bancorp, Inc. and Subsidiaries

Quarterly Consolidated Statements of Income

(In thousands, except per share data, unaudited)

2025

2024

    

3rd Qtr

    

2nd Qtr

    

1st Qtr

    

4th Qtr

3rd Qtr

    

2nd Qtr

1st Qtr

Interest and Dividend Income

Loans, including fees

$

91,301

$

61,954

$

61,595

$

63,967

$

64,528

$

62,151

$

62,673

Loans held-for-sale

31

39

22

34

27

19

14

Securities:

Taxable

9,872

9,959

9,227

8,899

9,113

8,552

8,092

Tax exempt

1,235

1,229

1,260

1,275

1,291

1,292

1,306

Dividends from FHLB and FRBC stock

381

273

473

562

497

584

635

Interest bearing deposits with financial institutions

1,255

1,784

988

542

616

625

610

Total interest and dividend income

104,075

75,238

73,565

75,279

76,072

73,223

73,330

Interest Expense

Savings, NOW, and money market deposits

9,043

5,606

4,913

4,652

4,860

4,317

4,037

Time deposits

10,896

4,508

4,829

5,606

5,539

4,961

4,041

Securities sold under repurchase agreements

60

56

68

75

93

83

86

Other short-term borrowings

308

-

17

2,527

4,185

3,338

4,557

Junior subordinated debentures

288

288

288

289

270

288

280

Subordinated debentures

547

546

546

546

547

546

546

Notes payable and other borrowings

158

-

-

-

-

-

-

Total interest expense

21,300

11,004

10,661

13,695

15,494

13,533

13,547

Net interest and dividend income

82,775

64,234

62,904

61,584

60,578

59,690

59,783

Provision for credit losses

19,653

2,500

2,400

3,500

2,000

3,750

3,500

Net interest and dividend income after provision for credit losses

63,122

61,734

60,504

58,084

58,578

55,940

56,283

Noninterest Income

Wealth management

3,515

3,103

3,089

3,299

2,787

2,779

2,561

Service charges on deposits

2,920

2,788

2,719

2,657

2,646

2,508

2,415

Secondary mortgage fees

92

84

73

88

84

65

50

Mortgage servicing rights mark to market (loss) gain

(389)

(531)

(570)

385

(964)

(238)

94

Mortgage servicing income

469

472

480

475

466

513

488

Net gain on sales of mortgage loans

620

550

464

516

507

468

314

Securities (losses) gains, net

(1)

-

-

-

(1)

-

1

Change in cash surrender value of BOLI

1,175

690

498

767

860

820

1,172

Death benefit realized on BOLI

430

-

-

-

12

893

-

Card related income

2,739

2,716

2,412

2,572

2,589

2,577

2,376

Other income

1,539

1,026

1,036

851

1,595

742

1,030

Total noninterest income

13,109

10,898

10,201

11,610

10,581

11,127

10,501

Noninterest Expense

Salaries and employee benefits

39,723

26,950

26,993

25,613

24,676

23,424

24,312

Occupancy, furniture and equipment

4,937

4,477

4,548

4,457

3,876

3,899

3,927

Computer and data processing

4,002

2,692

2,348

2,659

2,375

2,184

2,255

FDIC insurance

854

642

628

628

632

616

667

Net teller & bill paying

691

670

658

575

570

578

521

General bank insurance

437

328

330

327

320

312

309

Amortization of core deposit intangible

1,251

1,022

1,037

716

570

574

580

Advertising expense

545

320

167

280

299

472

192

Card related expense

1,708

1,489

1,380

1,497

1,458

1,323

1,277

Legal fees

432

388

472

660

202

238

226

Consulting & management fees

2,471

527

426

883

480

797

336

Other real estate expense, net

128

35

1,873

2,019

242

(87)

46

Other expense

5,984

3,879

3,645

4,008

3,608

3,547

3,593

Total noninterest expense

63,163

43,419

44,505

44,322

39,308

37,877

38,241

Income before income taxes

13,068

29,213

26,200

25,372

29,851

29,190

28,543

Provision for income taxes

3,197

7,391

6,370

6,262

6,900

7,299

7,231

Net income

$

9,871

$

21,822

$

19,830

$

19,110

$

22,951

$

21,891

$

21,312

Basic earnings per share (GAAP)

$

0.19

$

0.49

$

0.44

$

0.42

$

0.52

$

0.48

$

0.48

Diluted earnings per share (GAAP)

0.18

0.48

0.43

0.42

0.50

0.48

0.47

Dividends paid per share

0.06

0.06

0.06

0.06

0.05

0.05

0.05

17


Reconciliation of Non-GAAP Financial Measures

The tables below provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the periods indicated. Dollar amounts below in thousands:

Quarters Ended

September 30, 

June 30, 

September 30, 

    

2025

    

2025

2024

Net Income

Income before income taxes (GAAP)

$

13,068

$

29,213

$

29,851

Pre-tax income adjustments:

Provision for credit losses - Day Two

13,153

-

-

Death benefit related to BOLI

(430)

-

(12)

MSR losses

389

531

964

Merger related costs, net of gains on branch sales

11,508

810

471

Adjusted net income before taxes

37,688

30,554

31,274

Taxes on adjusted net income 1

9,325

7,730

7,232

Adjusted net income (non-GAAP)

$

28,363

$

22,824

$

24,042

Basic earnings per share (GAAP)

$

0.19

$

0.44

$

0.52

Diluted earnings per share (GAAP)

0.18

0.43

0.50

Adjusted basic earnings per share (non-GAAP)

0.54

0.46

0.54

Adjusted diluted earnings per share (non-GAAP)

0.53

0.45

0.52

Total average assets

6,999,253

5,736,706

5,615,142

Adjusted return on average assets (non-GAAP)

1.61

%

1.60

%

1.70

%

1 Adjusted net income for the quarter ended September 30, 2025 uses a blended income tax rate of 24.74%, which is slightly higher than the effective tax rate utilized for GAAP earnings due to the tax treatment of certain acquisition related costs.

Quarters Ended

September 30, 

June 30, 

September 30, 

    

2025

    

2025

2024

Net Interest Margin

Interest income (GAAP)

$

104,075

$

75,238

$

76,072

Taxable-equivalent adjustment:

Loans

10

9

11

Securities

328

327

343

Interest income (TE)

104,413

75,574

76,426

Interest expense (GAAP)

21,300

11,004

15,494

Net interest income (TE)

$

83,113

$

64,570

$

60,932

Net interest income (GAAP)

$

82,775

$

64,234

$

60,578

Average interest earning assets

$

6,529,006

$

5,336,339

$

5,219,160

Net interest margin (TE)

5.05

%

4.85

%

4.64

%

Net interest margin (GAAP)

5.03

%

4.83

%

4.62

%

18


GAAP

Non-GAAP

Three Months Ended

Three Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

June 30, 

September 30, 

2025

2025

2024

2025

2025

2024

Efficiency Ratio / Adjusted Efficiency Ratio

Noninterest expense

$

63,163

$

43,419

$

39,308

$

63,163

$

43,419

$

39,308

Less amortization of core deposit

1,251

1,022

570

1,251

1,022

570

Less other real estate expense, net 

128

35

242

128

35

242

Less merger related costs, net of gains on branch sales

N/A

N/A

N/A

11,508

810

471

Noninterest expense less adjustments

$

61,784

$

42,362

$

38,496

$

50,276

$

41,552

$

38,025

Net interest income

$

82,775

$

64,234

$

60,578

$

82,775

$

64,234

$

60,578

Taxable-equivalent adjustment:

Loans

N/A

N/A

N/A

10

9

11

Securities

N/A

N/A

N/A

328

327

343

Net interest income including adjustments

82,775

64,234

60,578

83,113

64,570

60,932

Noninterest income

13,109

10,898

10,581

13,109

10,898

10,581

Less death benefit related to BOLI

430

-

12

430

-

12

Less securities gains

(1)

-

(1)

(1)

-

(1)

Less MSRs mark to market losses

(389)

(531)

(964)

(389)

(531)

(964)

Taxable-equivalent adjustment:

Change in cash surrender value of BOLI

N/A

N/A

N/A

312

184

229

Noninterest income including adjustments

13,069

11,429

11,534

13,381

11,613

11,763

Net interest income including adjustments plus noninterest income including adjustments

$

95,844

$

75,663

$

72,112

$

96,494

$

76,183

$

72,695

Efficiency ratio / Adjusted efficiency ratio

64.46

%

55.99

%

53.38

%

52.10

%

54.54

%

52.31

%

N/A - Not applicable.

Quarters Ended

September 30, 

June 30,

September 30, 

2025

    

2025

2024

Adjusted Return on Average Tangible Common Equity Ratio

Net income (loss) (GAAP)

$

9,871

$

21,822

$

22,951

Income before income taxes (GAAP)

$

13,068

$

29,213

$

29,851

Pre-tax income adjustments:

Provision for credit losses - Day Two

13,153

-

-

MSR losses (gains)

389

531

964

Merger-related costs, net of gains on branch sales

11,508

810

471

Death benefit related on BOLI

(430)

-

(12)

Amortization of core deposit intangibles

1,251

1,022

570

Adjusted net income, excluding intangibles amortization, before taxes

38,939

31,576

31,844

Taxes on adjusted net income 1

9,631

7,989

7,363

Adjusted net income, excluding intangibles amortization (non-GAAP)

$

29,308

$

23,587

$

24,481

Total Average Common Equity

$

849,998

706,254

$

639,151

Less Average goodwill and intangible assets

153,412

113,694

96,245

Average tangible common equity (non-GAAP)

$

696,586

$

592,560

$

542,906

Return on average common equity (GAAP)

4.61

%

12.39

%

14.29

%

Return on average tangible common equity (non-GAAP)

6.16

%

15.29

%

17.14

%

Adjusted return on average tangible common equity (non-GAAP)

16.69

%

15.97

%

17.94

%

1 Adjusted net income for the quarter ended September 30, 2025 uses a blended income tax rate of 24.74%, which is slightly higher than the effective tax rate utilized for GAAP earnings due to the tax treatment of certain acquisition related costs.

19