Old Second (NASDAQ: OSBC) director Dennis Klaeser steps down from board

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Old Second Bancorp, Inc. reports that director Dennis Klaeser has resigned from the boards of both Old Second Bancorp, Inc. and Old Second National Bank, effective immediately. In his letter, he expressed appreciation for serving over the past five years as the company has grown.

The company states that his resignation is not the result of any disagreement with Old Second. Klaeser served as a Class II director with a term expiring at Old Second’s 2027 annual meeting and was a member of the Executive, Audit, Compensation, Risk, and Capital Committees. Old Second does not plan to immediately fill the vacancy and will instead reduce the size of the Board by one member.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Resignation effective date: June 5, 2026 Director term end: 2027 annual meeting Committees served: 5 committees

3 metrics

Resignation effective date June 5, 2026 Date Dennis Klaeser notified Old Second of his resignation

Director term end 2027 annual meeting Class II director term that would have expired in 2027

Committees served 5 committees Executive, Audit, Compensation, Risk, and Capital Committees

Key Terms

Class II director, Audit Committee, forward looking statements, Emerging growth company, +1 more

5 terms

Class II director financial

"Mr. Klaeser served as a Class II director with a term expiring at the Old Second’s 2027 annual meeting."

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Audit Committee financial

"Mr. Klaeser served on the Executive Committee, the Audit Committee, the Compensation Committee, the Risk Committee and the Capital Committee."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

forward looking statements regulatory

"Statements included in this which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor..."

Statements about a company’s expected future performance, plans, goals, or projections that are not historical facts and involve assumptions and estimates. Investors care because these are predictions that guide decisions but can be wrong; like a weather forecast, they help set expectations and risk — if circumstances change, actual results may differ significantly, so investors should weigh them alongside hard data and risk factors.

Emerging growth company regulatory

"405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

safe harbor regulatory

"forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934."

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

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Understanding 8-K Material Events →

06/09/2026 - 11:00 AM

United States

Securities And Exchange Commission
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2026

(Exact name of registrant as specified in its charter)


Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OSBC	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2026, Dennis Klaeser, a member of the Board of Directors (the “Board”) of Old Second Bancorp, Inc. (“Old Second”) and the Board of Directors (the “Bank Board”) of its subsidiary bank, Old Second National Bank, notified Old Second of his resignation from the Board and Bank Board. Mr. Klaeser stated in his resignation letter that “I am honored to have served on the board of the company over the past 5 years as it has grown and developed into the bank it is today.” James E. Eccher, Chairman and Chief Executive Officer of Old Second, stated, “we are grateful to Dennis and his service to Old Second, and we wish him well in his future endeavors.” Mr. Klaeser’s resignation was effective immediately and is not the result of any disagreement with Old Second. Mr. Klaeser served on the Executive Committee, the Audit Committee, the Compensation Committee, the Risk Committee and the Capital Committee. He has been a Board member since 2021, and Old Second appreciates his contributions during his tenure.

Mr. Klaeser served as a Class II director with a term expiring at the Old Second’s 2027 annual meeting. Old Second does not anticipate immediately filling the vacancy on the Board caused by Mr. Klaeser’s resignation and will reduce the size of the Board by one member.

Cautionary Statement Regarding Forward Looking Statements

Statements included in this current report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “anticipates,” “intends,” “estimates,” and other similar expressions. Old Second cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, factors disclosed in Old Second’s 2025 Annual Report on Form 10-K filed February 26, 2026 or in its subsequent filings with the U.S. Securities and Exchange Commission, any of which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	OLD SECOND BANCORP, INC.


Dated: June 9, 2026	By:	/s/ Bradley S. Adams
		Bradley S. Adams
		Executive Vice President,
		Chief Operating Officer, and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Old Second Bancorp (OSBC) announce in this 8-K filing?

Old Second Bancorp announced the resignation of director Dennis Klaeser from the boards of Old Second Bancorp, Inc. and Old Second National Bank, effective immediately. The company noted his departure is not due to any disagreement with Old Second and thanked him for his service.

Why did Old Second Bancorp director Dennis Klaeser resign from the board?

The filing states that Dennis Klaeser resigned and emphasized that his resignation is not the result of any disagreement with Old Second. In his letter, he said he was honored to serve over the past five years as the bank has grown and developed.

What board roles did Dennis Klaeser hold at Old Second Bancorp (OSBC)?

Dennis Klaeser served as a Class II director and sat on the Executive, Audit, Compensation, Risk, and Capital Committees. His Class II term was scheduled to expire at Old Second’s 2027 annual meeting, highlighting his involvement across governance, financial oversight, risk, and capital matters.

Will Old Second Bancorp (OSBC) replace the resigning director immediately?

Old Second Bancorp does not anticipate immediately filling the vacancy created by Dennis Klaeser’s resignation. Instead, the company plans to reduce the size of its Board of Directors by one member, keeping the remaining directors in place to continue oversight responsibilities.

How did Old Second Bancorp’s leadership respond to Dennis Klaeser’s resignation?

Chairman and CEO James E. Eccher expressed gratitude for Dennis Klaeser’s service, stating they are thankful for his contributions and wishing him well. The filing underscores that Old Second appreciates his role in the company’s growth and development during his tenure.

Does this Old Second Bancorp (OSBC) filing include forward-looking statements?

Yes. The company notes that certain statements are forward-looking and identifies them under the safe harbor of Section 21E. It cautions that risks and uncertainties, including those in its 2025 Form 10-K and subsequent SEC filings, could cause actual results to differ materially.

Filing Exhibits & Attachments

3 documents