10-Q - OSBC - Equibles

Table of Contents I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 000-10537

(Exact name of Registrant as specified in its charter)


Delaware		36-3143493
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

37 South River Street , Aurora , Illinois **** 60507

(Address of principal executive offices) (Zip Code)

( 630 ) 892-0202

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b–2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☒

Non-accelerated filer☐Smaller reporting company☐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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes ☐ No ☒

As of August 6, 2024, the Registrant has 44,849,591 shares of common stock outstanding at $1.00 par value per share.

Table of Contents OLD SECOND BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

Cautionary Note Regarding Forward-Looking Statements


	PART I
		Page Number
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 4.	Controls and Procedures	64
	PART II

Item 1.	Legal Proceedings	65
Item 1.A.	Risk Factors	65
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosure	66
Item 5.	Other Information	66
Item 6.	Exhibits	67

	Signatures	68

Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report and other publicly available documents of the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including, but not limited to, management’s expectations regarding future plans, strategies and financial performance, including regulatory developments, industry and economic trends and estimates and assumptions underlying accounting policies. Forward-looking statements are based on our current beliefs, expectations and assumptions and on information currently available and, can be identified by the use of words such as “expects,” “intends,” “believes,” “may,” “will,” “would,” “could,” “should,” “plan,” “anticipate,” “estimate,” “possible,” “likely” or the negative thereof as well as other similar words and expressions of the future. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict as to timing, extent, likelihood and degree of occurrence, which could cause our actual results to differ materially from those anticipated in or by such statements. Potential risks and uncertainties include, but are not limited to, the following:

●	our ability to execute our growth strategy;
●	negative economic conditions that adversely affect the economy, real estate values, the job market and other factors nationally and in our market area, in each case that may affect our liquidity and the performance of our loan portfolio;
---	---
●	risks with respect to our ability to successfully expand and integrate businesses and operations that we acquire, as well our ability to identify and complete future mergers or acquisitions;
---	---
●	the financial success and viability of the borrowers of our commercial loans;
---	---
●	changes in U.S. monetary policy, the level and volatility of interest rates, the capital markets and other market conditions that may affect, among other things, our liquidity and the value of our assets and liabilities;
---	---
●	competitive pressures from other financial service businesses and from nontraditional financial technology (“FinTech”) companies;
---	---
●	any negative perception of our reputation or financial strength;
---	---
●	our ability to raise additional capital on acceptable terms when needed;
---	---
●	our ability to raise cost-effective funding to support business plans when needed:
---	---
●	our ability to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations;
---	---
●	adverse effects on our information technology systems resulting from system failures, human error or cyberattacks;
---	---
●	adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors and those vendors performing a service on the Company’s behalf;
---	---
●	the impact of any claims or legal actions, including any effect on our reputation;
---	---
●	losses incurred in connection with repurchases and indemnification payments related to mortgages;
---	---
●	the soundness of other financial institutions and other counter-party risk;
---	---
●	changes in accounting standards, rules and interpretations and the related impact on our financial statements;
---	---
●	our ability to receive dividends from our subsidiaries;
---	---
●	a decrease in our regulatory capital ratios or negative changes in our capital position;
---	---
●	adverse federal or state tax assessments, or changes in tax laws or policies;
---	---
●	risks associated with actual or potential litigation or investigations by customers, regulatory agencies or others;
---	---
●	economic, legislative or regulatory changes, including the impact of changes to Congress and the Office of the President, particularly changes in regulation of financial services companies;
---	---
●	increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment;
---	---
●	risks associated with complex and changing regulatory environments, including, among others, with respect to data privacy, artificial intelligence, information security, climate change or other environmental, social and governance matters, and labor matters, relating to our operations;
---	---
●	the adverse effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics, war or terrorist activities, such as the war in Ukraine, the Middle East conflict, and the conflict between China and Taiwan, 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;
---	---
●	changes in trade policy and any related tariffs; and
---	---
●	each of the factors and risks under the heading “Risk Factors” in our 2023 Annual Report on Form 10-K and in subsequent filings we make with the SEC.
---	---

Table of Contents Because the Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain, there can be no assurances that future actual results will correspond to any forward-looking statements and you should not rely on any forward-looking statements. Additionally, all statements in this Form 10-Q, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events, except as required by applicable law.

Table of Contents PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Old Second Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share data)


		(unaudited)
		June 30,		December 31,
	****	2024		2023
Assets
Cash and due from banks		$	54,888	$	55,534
Interest earning deposits with financial institutions			66,004		44,611
Cash and cash equivalents			120,892		100,145
Securities available-for-sale, at fair value			1,173,661		1,192,829
Federal Home Loan Bank Chicago (“FHLBC”) and Federal Reserve Bank Chicago (“FRBC”) stock			32,005		33,355
Loans held-for-sale			2,291		1,322
Loans			3,976,595		4,042,953
Less: allowance for credit losses on loans			42,269		44,264
Net loans			3,934,326		3,998,689
Premises and equipment, net			82,871		79,310
Other real estate owned			6,920		5,123
Mortgage servicing rights, at fair value			10,488		10,344
Goodwill			86,478		86,478
Core deposit intangible			10,063		11,217
Bank-owned life insurance (“BOLI”)			110,535		109,318
Deferred tax assets, net			28,710		31,077
Other assets			63,460		63,592
Total assets		$	5,662,700	$	5,722,799

Liabilities
Deposits:
Noninterest bearing demand		$	1,728,487	$	1,834,891
Interest bearing:
Savings, NOW, and money market			2,161,426		2,207,949
Time			631,815		527,906
Total deposits			4,521,728		4,570,746
Securities sold under repurchase agreements			46,542		26,470
Other short-term borrowings			330,000		405,000
Junior subordinated debentures			25,773		25,773
Subordinated debentures			59,425		59,382
Other liabilities			59,897		58,147
Total liabilities			5,043,365		5,145,518

Stockholders’ Equity
Common stock			44,908		44,705
Additional paid-in capital			204,012		202,223
Retained earnings			432,037		393,311
Accumulated other comprehensive loss			(60,769)		(62,781)
Treasury stock			(853)		(177)
Total stockholders’ equity			619,335		577,281
Total liabilities and stockholders’ equity		$	5,662,700	$	5,722,799


	June 30, 2024		December 31, 2023
	Common		Common
	Stock		Stock
Par value	$	1.00	$	1.00
Shares authorized		60,000,000		60,000,000
Shares issued		44,907,619		44,705,150
Shares outstanding		44,849,591		44,697,917
Treasury shares		58,028		7,233

See accompanying notes to consolidated financial statements .

Table of Contents Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands, except per share data)


		(unaudited)						(unaudited)
		Three Months Ended June 30,						Six Months Ended June 30,
	****	2024		****	2023		****	2024		****	2023		****
Interest and dividend income
Loans, including fees		$	62,151		$	61,561		$	124,824		$	118,771
Loans held-for-sale			19			19			33			31
Securities:
Taxable			8,552			9,930			16,644			20,665
Tax exempt			1,292			1,337			2,598			2,674
Dividends from FHLBC and FRBC stock			584			396			1,219			676
Interest bearing deposits with financial institutions			625			643			1,235			1,228
Total interest and dividend income			73,223			73,886			146,553			144,045
Interest expense
Savings, NOW, and money market deposits			4,317			1,742			8,354			2,891
Time deposits			4,961			1,156			9,002			1,820
Securities sold under repurchase agreements			83			7			169			16
Other short-term borrowings			3,338			5,160			7,895			7,505
Junior subordinated debentures			288			281			568			560
Subordinated debentures			546			546			1,092			1,092
Senior notes			-			1,414			-			2,408
Notes payable and other borrowings			-			-			-			87
Total interest expense			13,533			10,306			27,080			16,379
Net interest and dividend income			59,690			63,580			119,473			127,666
Provision for credit losses			3,750			2,000			7,250			5,501
Net interest and dividend income after provision for credit losses			55,940			61,580			112,223			122,165
Noninterest income
Wealth management			2,779			2,458			5,340			4,728
Service charges on deposits			2,508			2,362			4,923			4,786
Secondary mortgage fees			65			76			115			135
Mortgage servicing rights mark to market (loss) gain			(238)			96			(144)			(429)
Mortgage servicing income			513			499			1,001			1,015
Net gain on sales of mortgage loans			468			398			782			704
Securities (losses) gains, net			-			(1,547)			1			(3,222)
Change in cash surrender value of BOLI			820			418			1,992			660
Death benefit realized on BOLI			893			-			893			-
Card related income			2,577			2,690			4,953			4,934
Other income			742			773			1,772			2,262
Total noninterest income			11,127			8,223			21,628			15,573
Noninterest expense
Salaries and employee benefits			23,424			21,798			47,736			44,046
Occupancy, furniture and equipment			3,899			3,639			7,826			7,114
Computer and data processing			2,184			1,290			4,439			3,064
FDIC insurance			616			794			1,283			1,378
Net teller & bill paying			578			515			1,099			1,017
General bank insurance			312			306			621			611
Amortization of core deposit intangible			574			618			1,154			1,242
Advertising expense			472			103			664			245
Card related expense			1,323			1,222			2,600			2,438
Legal fees			238			283			464			602
Consulting & management fees			797			520			1,133			1,310
Other real estate expense, net			(87)			(98)			(41)			208
Other expense			3,547			3,840			7,140			7,477
Total noninterest expense			37,877			34,830			76,118			70,752
Income before income taxes			29,190			34,973			57,733			66,986
Provision for income taxes			7,299			9,411			14,530			17,817
Net income		$	21,891		$	25,562		$	43,203		$	49,169

Basic earnings per share		$	0.48		$	0.57		$	0.96		$	1.10
Diluted earnings per share			0.48			0.56			0.95			1.08
Dividends declared per share			0.05			0.05			0.10			0.10

See accompanying notes to consolidated financial statements.

Table of Contents Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)


		(unaudited)					(unaudited)
		Three Months Ended June 30,					Six Months Ended June 30,
	****	2024		2023		****	2024		2023
Net Income		$	21,891	$	25,562		$	43,203	$	49,169

Unrealized holding gains (losses) on available-for-sale securities arising during the period			2,405		(8,360)			1,529		7,850
Related tax (expense) benefit			(673)		2,342			(428)		(2,194)
Holding gains (losses), after tax, on available-for-sale securities			1,732		(6,018)			1,101		5,656

Less: Reclassification adjustment for the net gains (losses) realized during the period
Net realized (losses) gains			-		(1,547)			1		(3,222)
Related tax benefit			-		434			-		905
Net realized (losses) gains, after tax			-		(1,113)			1		(2,317)
Other comprehensive income (loss) on available-for-sale securities			1,732		(4,905)			1,100		7,973

Changes in fair value of derivatives used for cash flow hedges			1,194		(3,017)			1,246		(1,415)
Related tax (expense) benefit			(334)		836			(334)		380
Other comprehensive income (loss) on cash flow hedges			860		(2,181)			912		(1,035)

Total other comprehensive income (loss)			2,592		(7,086)			2,012		6,938
Total comprehensive income		$	24,483	$	18,476		$	45,215	$	56,107



	Accumulated		Accumulated		Total
	Unrealized Gain		Unrealized Gain		Accumulated Other
	(Loss) on Securities		(Loss) on Derivative		Comprehensive
(unaudited)	Available-for -Sale		Instruments		Income/(Loss)
For the Three Months Ended
Balance, April 1, 2023	$	(76,014)	$	(3,086)	$	(79,100)
Other comprehensive loss, net of tax		(4,905)		(2,181)		(7,086)
Balance, June 30, 2023	$	(80,919)	$	(5,267)	$	(86,186)

Balance, April 1, 2024	$	(61,222)	$	(2,139)	$	(63,361)
Other comprehensive income, net of tax		1,732		860		2,592
Balance, June 30, 2024	$	(59,490)	$	(1,279)	$	(60,769)

For the Six Months Ended
Balance, January 1, 2023	$	(88,892)	$	(4,232)	$	(93,124)
Other comprehensive income (loss), net of tax		7,973		(1,035)		6,938
Balance, June 30, 2023	$	(80,919)	$	(5,267)	$	(86,186)


Balance, January 1, 2024	$	(60,590)	$	(2,191)	$	(62,781)
Other comprehensive income, net of tax		1,100		912		2,012
Balance, June 30, 2024	$	(59,490)	$	(1,279)	$	(60,769)

See accompanying notes to consolidated financial statements.

Table of Contents Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)


	(unaudited)
	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net income	$	43,203	$	49,169
Adjustments to reconcile net income to net cash provided by operating activities:
Net premium / discount amortization on securities		1,544		1,626
Securities (gains) losses, net		(1)		3,222
Provision for credit losses		7,250		5,501
Originations of loans held-for-sale		(22,114)		(24,570)
Proceeds from sales of loans held-for-sale		21,650		24,271
Net gains on sales of mortgage loans		(782)		(704)
Mortgage servicing rights mark to market loss		144		429
Net accretion of discount on loans and unfunded commitments		(258)		(2,093)
Net change in cash surrender value of BOLI		(1,992)		(660)
Net gains on sale of other real estate owned		(259)		(158)
Provision for other real estate owned valuation losses		-		269
Depreciation of fixed assets and amortization of leasehold improvements		2,721		2,135
Net gains on disposal and transfer of fixed assets		-		(635)
Amortization of core deposit intangibles		1,154		1,242
Change in current income taxes receivable		(17)		(456)
Deferred tax expense		1,605		2,204
Change in accrued interest receivable and other assets		1,191		(50,594)
Accretion of purchase accounting adjustment on time deposits		(106)		(701)
Change in accrued interest payable and other liabilities		1,998		(5,709)
Stock based compensation		2,107		1,774
Net cash provided by operating activities		59,038		5,562
Cash flows from investing activities
Proceeds from maturities and calls, including pay down of securities available-for-sale		171,708		73,981
Proceeds from sales of securities available-for-sale		5,331		140,166
Purchases of securities available-for-sale		(157,886)		(4,186)
Net redemptions (purchases) of FHLBC/FRBC stock		1,350		(16,200)
Net change in loans		53,983		(143,966)
Purchases of BOLI policies		(460)		-
Proceeds from claims on BOLI, net of claims receivable		1,235		-
Proceeds from sales of other real estate owned, net of participations and improvements		1,850		1,165
Proceeds from disposition of premises and equipment		-		1,105
Net purchases of premises and equipment		(6,293)		(3,047)
Net cash provided by investing activities		70,818		49,018
Cash flows from financing activities
Net change in deposits		(48,912)		(392,440)
Net change in securities sold under repurchase agreements		20,072		(624)
Net change in other short-term borrowings		(75,000)		395,000
Repayment of term note		-		(9,000)
Repayment of senior notes		-		(45,000)
Dividends paid on common stock		(4,478)		(4,478)
Purchase of treasury stock		(791)		(605)
Net cash used in financing activities		(109,109)		(57,147)
Net change in cash and cash equivalents		20,747		(2,567)
Cash and cash equivalents at beginning of period		100,145		115,177
Cash and cash equivalents at end of period	$	120,892	$	112,610

See accompanying notes to consolidated financial statements.

Table of Contents Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in

Stockholders’ Equity

(In thousands)


											Accumulated
					Additional						Other						Total
(unaudited)		Common			Paid-In			Retained			Comprehensive			Treasury			Stockholders’
	****	Stock		****	Capital		****	Earnings		****	(Loss) Income		****	Stock		****	Equity
For the Three Months Ended

Balance, April 1, 2023		$	44,705		$	200,121		$	331,890		$	(79,100)		$	(746)		$	496,870
Net income									25,562									25,562
Other comprehensive loss, net of tax												(7,086)						(7,086)
Dividends declared on common stock, ($0.05 per share)									(2,233)									(2,233)
Stock based compensation						842												842
Balance, June 30, 2023		$	44,705		$	200,963		$	355,219		$	(86,186)		$	(746)		$	513,955

Balance, April 1, 2024		$	44,908		$	203,129		$	412,388		$	(63,361)		$	(905)		$	596,159
Net income									21,891									21,891
Other comprehensive income, net of tax												2,592						2,592
Dividends declared on common stock, ($0.05 per share)									(2,242)									(2,242)
Vesting of restricted stock						(67)									67			-
Stock based compensation						950												950
Purchase of treasury stock from taxes withheld on stock awards															(15)			(15)
Balance, June 30, 2024		$	44,908		$	204,012		$	432,037		$	(60,769)		$	(853)		$	619,335


For the Six Months Ended

Balance, January 1, 2023	$	44,705	$	202,276	$	310,512	$	(93,124)	$	(3,228)	$	461,141
Net income						49,169						49,169
Other comprehensive income, net of tax								6,938				6,938
Dividends declared on common stock, ($0.10 per share)						(4,462)						(4,462)
Vesting of restricted stock				(3,087)						3,087		-
Stock based compensation				1,774								1,774
Purchase of treasury stock from taxes withheld on stock awards										(605)		(605)
Balance, June 30, 2023	$	44,705	$	200,963	$	355,219	$	(86,186)	$	(746)	$	513,955


Balance, January 1, 2024	$	44,705	$	202,223	$	393,311	$	(62,781)	$	(177)	$	577,281
Net income						43,203						43,203
Other comprehensive income, net of tax								2,012				2,012
Dividends declared on common stock, ($0.10 per share)						(4,477)						(4,477)
Vesting of restricted stock		203		(318)						115		-
Stock based compensation				2,107								2,107
Purchase of treasury stock from taxes withheld on stock awards										(791)		(791)
Balance, June 30, 2024	$	44,908	$	204,012	$	432,037	$	(60,769)	$	(853)	$	619,335

Table of Contents Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 1 – Basis of Presentation and Changes in Significant Accounting Policies

The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial information. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for a fair statement of results for the interim period presented. Results for the period ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These interim consolidated financial statements and accompanying notes are unaudited and should be read in conjunction with the audited financial statements and notes included in Old Second Bancorp, Inc.’s (the “Company”) annual report on Form 10-K for the year ended December 31, 2023. Unless otherwise indicated, dollar amounts in the tables contained in the notes to the consolidated financial statements are in thousands. Certain items in prior periods have been reclassified to conform to the current presentation.

The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements. Future changes in information may affect these estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the consolidated financial statements.

Recent Accounting Pronouncements

The following is a summary of recent accounting pronouncements that have impacted or could potentially affect the Company**:**

ASU 2023-06 – On October 9, 2023, the FASB issued ASU 2023-06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The amendments in the ASU modify the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The amendments in this ASU are not expected to have a material impact on the financial statements of the Company.

ASU 2023-09 – On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: (1) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (2) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt this ASU for the reporting period beginning January 1, 2025, and does not expect the amendments to have a material impact to the financial statements of the Company.

ASU 2024-01 – On March 21, 2024, the FASB issued ASU 2024-01 “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards,” which clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and, therefore is within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the “Scope” and “Scope Exceptions” sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective January 1, 2025, including interim periods, and is not expected to have a material impact on the financial statements of the Company.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

ASU 2024-02 – On March 29, 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements” amends the codification to remove references to various concept statements and impacts a variety of topics in the codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective January 1, 2025, and is not expected to have a material impact the financial statements of the Company.

Change in Significant Accounting Policies

Significant accounting policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined. During the second quarter of 2024, the Company had no changes to significant accounting policies or estimates.

Subsequent Events

On July 16, 2024, our Board of Directors declared a cash dividend of $0.05 per share of common stock payable on August 5, 2024, to stockholders of record as of July 26, 2024; dividends of $2.2 million were paid to stockholders on August 5, 2024.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 2 – Securities

Investment Portfolio Management

Our investment portfolio serves the liquidity needs and income objectives of the Company. While the portfolio serves as an important component of the overall liquidity management at the Bank, portions of the portfolio also serve as income producing assets. The size and composition of the portfolio reflects liquidity needs, loan demand and interest income objectives. Portfolio size and composition will be adjusted from time to time. While a significant portion of the portfolio consists of readily marketable securities to address liquidity, other parts of the portfolio may reflect funds invested pending future loan demand or to maximize interest income without undue interest rate risk.

Investments are comprised of debt securities and non-marketable equity investments. Securities available-for-sale are carried at fair value. Unrealized gains and losses, net of tax, on securities available-for-sale are reported as a separate component of equity. This balance sheet component changes as interest rates and market conditions change. Unrealized gains and losses are not included in the calculation of regulatory capital.

Federal Home Loan Bank of Chicago (“FHLBC”) and Federal Reserve Bank of Chicago (“FRBC”) stock are considered nonmarketable equity investments. FHLBC stock was recorded at $17.1 million at June 30, 2024, and $18.5 million at December 31, 2023. FRBC stock was recorded at $14.9 million at June 30, 2024, and December 31, 2023.

The following tables summarize the amortized cost and fair value of the securities portfolio at June 30, 2024, and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses:


					Gross			Gross
		Amortized			Unrealized			Unrealized		Fair
June 30, 2024	****	Cost^1^		****	Gains		****	Losses		Value
Securities available-for-sale
U.S. Treasury		$	193,615		$	146		$	(2,487)	$	191,274
U.S. government agencies			39,653			-			(2,355)		37,298
U.S. government agencies mortgage-backed			109,490			-			(12,618)		96,872
States and political subdivisions			232,373			470			(12,578)		220,265
Collateralized mortgage obligations			436,623			321			(50,889)		386,055
Asset-backed securities			67,634			6			(2,763)		64,877
Collateralized loan obligations			176,897			195			(72)		177,020
Total securities available-for-sale		$	1,256,285		$	1,138		$	(83,762)	$	1,173,661


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2023	Cost^1^		Gains		Losses		Value
Securities available-for-sale
U.S. Treasury	$	174,602	$	-	$	(5,028)	$	169,574
U.S. government agencies		60,011		-		(3,052)		56,959
U.S. government agencies mortgage-backed		118,492		-		(12,122)		106,370
States and political subdivisions		236,072		1,325		(10,332)		227,065
Collateralized mortgage obligations		442,987		421		(50,864)		392,544
Asset-backed securities		71,616		42		(3,222)		68,436
Collateralized loan obligations		173,201		30		(1,350)		171,881
Total securities available-for-sale	$	1,276,981	$	1,818	$	(85,970)	$	1,192,829

^1^ Excludes accrued interest receivable of $6.7 million and $6.6 million at June 30, 2024 and December 31, 2023, respectively, that is recorded in other assets on the consolidated balance sheets. 12

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The fair value, amortized cost and weighted average yield of debt securities at June 30, 2024, by contractual maturity, are listed in the table below. Securities not due at a single maturity date are shown separately.


				Weighted
		Amortized		Average		Fair
Securities available-for-sale	****	Cost		Yield		Value		****
Due in one year or less		$	122,815	1.69	%	$	120,302
Due after one year through five years			127,580	3.63			125,243
Due after five years through ten years			58,374	2.77			53,383
Due after ten years			156,872	3.11			149,909
			465,641	2.84			448,837
Mortgage-backed and collateralized mortgage obligations			546,113	2.52			482,927
Asset-backed securities			67,634	4.08			64,877
Collateralized loan obligations			176,897	6.98			177,020
Total securities available-for-sale		$	1,256,285	3.35	%	$	1,173,661

At June 30, 2024, the Company had no securities issued from any one originator, other than the U.S. Government and its agencies, which individually amounted to over 10% of the Company’s stockholders’ equity.

Securities with unrealized losses with no corresponding allowance for credit losses at June 30, 2024, and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands except for number of securities):


	Less than 12 months					12 months or more
June 30, 2024	in an unrealized loss position					in an unrealized loss position					Total
	Number of	Unrealized		Fair		Number of	Unrealized		Fair		Number of	Unrealized		Fair
Securities available-for-sale	Securities	Losses		Value		Securities	Losses		Value		Securities	Losses		Value
U.S. Treasuries	2	$	12	$	29,806	2	$	2,475	$	97,328	4	$	2,487	$	127,134
U.S. government agencies	-		-		-	8		2,355		37,298	8		2,355		37,298
U.S. government agencies mortgage-backed	-		-		-	128		12,618		96,872	128		12,618		96,872
States and political subdivisions	33		763		86,106	35		11,815		125,519	68		12,578		211,625
Collateralized mortgage obligations	-		-		-	142		50,889		349,308	142		50,889		349,308
Asset-backed securities	2		10		5,064	18		2,753		59,306	20		2,763		64,370
Collateralized loan obligations	3		59		32,944	4		13		28,279	7		72		61,223
Total securities available-for-sale	40	$	844	$	153,920	337	$	82,918	$	793,910	377	$	83,762	$	947,830


	Less than 12 months					12 months or more
December 31, 2023	in an unrealized loss position					in an unrealized loss position					Total
	Number of	Unrealized			Fair	Number of	Unrealized			Fair	Number of	Unrealized			Fair
Securities available-for-sale	Securities	Losses			Value	Securities	Losses			Value	Securities	Losses			Value
U.S. Treasuries	-	$	-	$	-	4	$	5,028	$	169,574	4	$	5,028	$	169,574
U.S. government agencies	-		-		-	9		3,052		56,959	9		3,052		56,959
U.S. government agencies mortgage-backed	-		-		-	128		12,122		106,370	128		12,122		106,370
States and political subdivisions	12		137		27,974	25		10,195		106,138	37		10,332		134,112
Collateralized mortgage obligations	2		8		734	143		50,856		376,236	145		50,864		376,970
Asset-backed securities	-		-		-	19		3,222		63,941	19		3,222		63,941
Collateralized loan obligations	-		-		-	25		1,350		150,902	25		1,350		150,902
Total securities available-for-sale	14	$	145	$	28,708	353	$	85,825	$	1,030,120	367	$	85,970	$	1,058,828

Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value. We also consider the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.0 years. No credit losses were determined to be present as of June 30, 2024, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the second quarter of 2024.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The following table presents net realized gains (losses) on securities available-for-sale for three and six months ended:


			Three Months Ended						Six Months Ended
			June 30,						June 30,
Securities available-for-sale	****	2024			2023			2024			2023		****
Proceeds from sales of securities		$	-		$	73,996		$	5,331		$	140,166
Gross realized gains on securities		$	-		$	-		$	1		$	-
Gross realized losses on securities			-			(1,547)			-			(3,222)
Net realized (losses) gains		$	-		$	(1,547)		$	1		$	(3,222)
Income tax benefit on net realized losses		$	-		$	434		$	-		$	905
Effective tax rate applied			N/M	%		28.1	%		N/M	%		28.1	%

N/M – Not meaningful.

As of June 30, 2024, securities valued at $762.2 million were pledged for borrowings and for other purposes, a decrease from $810.2 million of securities pledged at year-end 2023.

Note 3 – Loans and Allowance for Credit Losses on Loans

Major segments of loans were as follows:


	****	June 30, 2024		****	December 31, 2023
Commercial		$	809,443		$	841,697
Leases			452,957			398,223
Commercial real estate – investor			1,014,345			1,034,424
Commercial real estate – owner occupied			745,938			796,538
Construction			185,634			165,380
Residential real estate – investor			50,371			52,595
Residential real estate – owner occupied			218,974			226,248
Multifamily			388,743			401,696
HELOC			99,037			103,237
Other ^1^			11,153			22,915
Total loans			3,976,595			4,042,953
Allowance for credit losses on loans			(42,269)			(44,264)
Net loans ^2^		$	3,934,326		$	3,998,689

^1^ The “Other” segment includes consumer loans and overdrafts in this table and in subsequent tables within Note 3 – Loans and Allowance for Credit Losses on Loans.

^2^ Excludes accrued interest receivable of $19.4 million and $20.5 million at June 30, 2024, and December 31, 2023, respectively, that is recorded in other assets on the consolidated balance sheets.

It is the policy of the Company to review each prospective credit prior to making a loan in order to determine if an adequate level of security or collateral has been obtained. The type of collateral, when required, will vary from liquid assets to real estate. The Company seeks to ensure access to collateral, in the event of borrower default, through adherence to lending laws, the Company’s lending standards and credit monitoring procedures. Although the Bank makes loans primarily within its market area, there are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector. The real estate related categories listed above represent 68.0% and 68.8% of the portfolio at June 30, 2024, and December 31, 2023, respectively, and include a mix of owner occupied and non-owner occupied commercial real estate, residential, construction and multifamily loans.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The following tables represent the activity in the allowance for credit losses for loans, or the ACL, for the three and six months ended June 30, 2024 and 2023:



				Provision for
	Beginning			(Release of)									Ending
Allowance for credit losses	Balance		****	Credit Losses		****	Charge-offs		****	Recoveries		****	Balance
Three months ended June 30, 2024
Commercial	$	6,382		$	327		$	3		$	22		$	6,728
Leases		2,959			(900)			81			-			1,978
Commercial real estate – investor		16,270			6,132			4,580			20			17,842
Commercial real estate – owner occupied		10,992			(2,650)			1,281			119			7,180
Construction		1,097			923			-			-			2,020
Residential real estate – investor		636			(30)			-			3			609
Residential real estate – owner occupied		1,660			(51)			-			9			1,618
Multifamily		2,593			211			-			-			2,804
HELOC		1,508			(40)			-			15			1,483
Other		16			28			66			29			7
Total	$	44,113		$	3,950		$	6,011		$	217		$	42,269



				Provision for
	Beginning			(Release of)									Ending
Allowance for credit losses	Balance		****	Credit Losses		****	Charge-offs		****	Recoveries		****	Balance
Six months ended June 30, 2024
Commercial	$	3,998		$	2,653		$	18		$	95		$	6,728
Leases		2,952			(933)			81			40			1,978
Commercial real estate – investor		17,105			5,230			4,596			103			17,842
Commercial real estate – owner occupied		12,280			(70)			5,168			138			7,180
Construction		1,038			982			-			-			2,020
Residential real estate – investor		669			(65)			-			5			609
Residential real estate – owner occupied		1,821			(220)			-			17			1,618
Multifamily		2,728			76			-			-			2,804
HELOC		1,656			(205)			-			32			1,483
Other		17			46			136			80			7
Total	$	44,264		$	7,494		$	9,999		$	510		$	42,269



				Provision for
	Beginning			(Release of)									Ending
Allowance for credit losses	Balance		****	Credit Losses		****	Charge-offs		****	Recoveries		****	Balance
Three months ended June 30, 2023
Commercial	$	11,511		$	319		$	380		$	82		$	11,532
Leases		2,766			(83)			-			7			2,690
Commercial real estate – investor		15,260			4,822			71			20			20,031
Commercial real estate – owner occupied		15,576			(2,816)			201			3			12,562
Construction		1,045			134			-			-			1,179
Residential real estate – investor		746			(8)			-			5			743
Residential real estate – owner occupied		1,722			110			-			36			1,868
Multifamily		2,665			72			-			-			2,737
HELOC		1,788			(118)			-			24			1,694
Other		313			(5)			81			51			278
Total	$	53,392		$	2,427		$	733		$	228		$	55,314

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)



				Provision for
Allowance for credit losses	Beginning			(Release of)										Ending
Six months ended June 30, 2023	Balance		****	Credit Losses		****	Charge-offs		****	Recoveries		****		Balance
Commercial	$	11,968		$	(262)		$	407		$	233		$	11,532
Leases		2,865			691			882			16			2,690
Commercial real estate – investor		10,674			9,391			71			37			20,031
Commercial real estate – owner occupied		15,001			(2,243)			201			5			12,562
Construction		1,546			(367)			-			-			1,179
Residential real estate – investor		768			(49)			-			24			743
Residential real estate – owner occupied		2,046			(224)			-			46			1,868
Multifamily		2,453			284			-			-			2,737
HELOC		1,806			(165)			-			53			1,694
Other		353			23			194			96			278
Total	$	49,480		$	7,079		$	1,755		$	510		$	55,314

At June 30, 2024, our allowance for credit losses (“ACL”) on loans totaled $42.3 million, and our ACL on unfunded commitments, included in other liabilities, totaled $2.5 million. During the first six months of 2024, we recorded net provision for credit losses on loans of $7.5 million based on historical loss rate updates driven by higher charge offs in commercial real estate-investor, downward risk rating migration, and our assessment of estimated future credit losses. The ACL on loans excludes an allowance for unfunded commitments of $2.5 million as of June 30, 2024, and $2.7 million as of both December 31, 2023, and June 30, 2023, which is recorded within other liabilities.

Generally, the Bank considers a loan to be collateral dependent when, based on current information and events, it is probable that foreclosure could be initiated. Additionally, the Bank will review all loans meeting the criteria for individual analysis, to determine if repayment or satisfaction of the loan is expected through the sale of collateral. This will generally be the case for credits with high loan-to-values. Exceptions to this policy would include loans with guarantors or sponsors that have the means and willingness to support the obligation. Non-accruing loans with an outstanding balance of $500,000 or more are assessed on an individual loan level basis. When a financial asset is deemed collateral-dependent, the level of credit loss is measured by the difference between amortized cost of the financial asset and the fair value of collateral adjusted for estimated cost to sell. The Company had $38.5 million and $63.1 million of collateral dependent loans secured by real estate or business assets as of June 30, 2024, and December 31, 2023, respectively.

The following tables present the collateral dependent loans and the related ACL allocated by segment of loans as of June 30, 2024, and December 31, 2023:


			Accounts								ACL
June 30, 2024	Real Estate		Receivable		Equipment		Other		Total		Allocation
Commercial	$	-	$	825	$	508	$	1,227	$	2,560	$	1,229
Leases		-		-		-		-		-		-
Commercial real estate – investor		9,955		-		-		-		9,955		3,482
Commercial real estate – owner occupied		17,207		-		-		-		17,207		-
Construction		5,739		-		-		-		5,739		732
Residential real estate – investor		523		-		-		-		523		-
Residential real estate – owner occupied		1,640		-		-		-		1,640		-
Multifamily		839		-		-		-		839		-
HELOC		62		-		-		-		62		-
Total	$	35,965	$	825	$	508	$	1,227	$	38,525	$	5,443


			Accounts								ACL
December 31, 2023	Real Estate		Receivable		Equipment		Other		Total		Allocation
Commercial	$	837	$	797	$	-	$	-	$	1,634	$	2
Leases		-		-		321		-		321		320
Commercial real estate – investor		15,735		-		-		-		15,735		3,656
Commercial real estate – owner occupied		34,894		-		-		-		34,894		3,900
Construction		7,162		-		-		-		7,162		-
Residential real estate – investor		422		-		-		-		422		-
Residential real estate – owner occupied		1,506		-		-		-		1,506		-
Multifamily		1,402		-		-		-		1,402		-
HELOC		39		-		-		-		39		-
Total	$	61,997	$	797	$	321	$	-	$	63,115	$	7,878

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Aged analysis of past due loans by segments of loans was as follows:


																			90 days or
							90 Days or												Greater Past
	30-59 Days			60-89 Days			Greater Past			Total Past									Due and
June 30, 2024	Past Due		****	Past Due		****	Due		****	Due		****	Current		****	Total Loans		****	Accruing
Commercial	$	914		$	3,127		$	842		$	4,883		$	804,560		$	809,443		$	-
Leases		479			451			108			1,038			451,919			452,957			-
Commercial real estate – investor		8,150			710			838			9,698			1,004,647			1,014,345			-
Commercial real estate – owner occupied		2,103			108			20,733			22,944			722,994			745,938			4,835
Construction		-			-			5,740			5,740			179,894			185,634			-
Residential real estate – investor		-			-			621			621			49,750			50,371			-
Residential real estate – owner occupied		390			70			1,870			2,330			216,644			218,974			-
Multifamily		235			-			1,054			1,289			387,454			388,743			-
HELOC		371			63			309			743			98,294			99,037			74
Other		-			-			-			-			11,153			11,153			-
Total	$	12,642		$	4,529		$	32,115		$	49,286		$	3,927,309		$	3,976,595		$	4,909


																			90 days or
							90 Days or												Greater Past
	30-59 Days			60-89 Days			Greater Past			Total Past									Due and
December 31, 2023	Past Due		****	Past Due		****	Due		****	Due		****	Current		****	Total Loans		****	Accruing
Commercial	$	982		$	-		$	1,228		$	2,210		$	839,487		$	841,697		$	1,155
Leases		599			-			347			946			397,277			398,223			-
Commercial real estate – investor		1,209			-			6,087			7,296			1,027,128			1,034,424			-
Commercial real estate – owner occupied		2,103			3,726			15,645			21,474			775,064			796,538			-
Construction		2,540			307			7,161			10,008			155,372			165,380			-
Residential real estate – investor		540			579			168			1,287			51,308			52,595			-
Residential real estate – owner occupied		553			125			1,944			2,622			223,626			226,248			-
Multifamily		1,085			-			233			1,318			400,378			401,696			-
HELOC		565			1,396			269			2,230			101,007			103,237			41
Other		-			1			-			1			22,914			22,915			-
Total	$	10,176		$	6,134		$	33,082		$	49,392		$	3,993,561		$	4,042,953		$	1,196

The table presents all nonaccrual loans as of June 30, 2024, and December 31, 2023:


Nonaccrual loan detail	****	June 30, 2024		****	With no ACL		****	December 31, 2023		****	With no ACL
Commercial		$	2,654		$	1,427		$	870		$	870
Leases			284			284			639			318
Commercial real estate – investor			9,954			2,481			16,572			8,926
Commercial real estate – owner occupied			17,256			17,256			34,946			8,429
Construction			5,740			5,740			7,162			7,162
Residential real estate – investor			1,280			1,280			1,331			1,331
Residential real estate – owner occupied			2,599			2,599			3,078			3,078
Multifamily			1,395			1,395			1,775			1,775
HELOC			795			795			1,210			1,210
Other			-			-			-			-
Total		$	41,957		$	33,257		$	67,583		$	33,099

The Company recognized $2,000 and $36,000 of interest on nonaccrual loans during the three months and six months ended June 30, 2024, respectively.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Credit Quality Indicators

The Company categorizes loans into credit risk categories based on current financial information, overall debt service coverage, comparison to industry averages, historical payment experience, and current economic trends. This analysis includes loans with outstanding balances or commitments greater than $50,000 and excludes homogeneous loans such as home equity lines of credit and residential mortgages. Loans with a classified risk rating are reviewed quarterly regardless of size or loan type. The Company uses the following definitions for classified risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. The substandard credit quality indicator includes both potential problem loans that are currently performing and nonperforming loans.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Credits that are not covered by the definitions above are pass credits, which are not considered to be adversely rated.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Credit quality indicators by loan segment and loan origination date at June 30, 2024, were as follows:


	****	2024		****	2023		****	2022		****	2021		****	2020		****	Prior		****	Revolving Loans		****	Revolving Loans Converted To Term Loans		****	Total
Commercial
Pass		$	115,506		$	264,234		$	111,600		$	25,429		$	9,219		$	18,900		$	221,006		$			$	765,894
Special Mention			-			227			2,043			2,771			50			-			19,316			-			24,407
Substandard			-			20			6,227			144			-			-			12,751			-			19,142
Total commercial			115,506			264,481			119,870			28,344			9,269			18,900			253,073			-			809,443

Leases
Pass			131,338			186,396		$	87,390			31,893			10,335			3,290			-			-			450,642
Special Mention			-			300			775			947			-			9			-			-			2,031
Substandard			-			-			284			-			-			-			-			-			284
Total leases			131,338			186,696			88,449			32,840			10,335			3,299			-			-			452,957

Commercial real estate – investor
Pass			55,037			190,938			334,504			188,015			93,138			104,176			7,398			-			973,206
Special Mention			-			-			-			4,200			-			-			-			-			4,200
Substandard			-			1,645			-			837			5,272			16,936			12,249			-			36,939
Total commercial real estate – investor			55,037			192,583			334,504			193,052			98,410			121,112			19,647			-			1,014,345

Commercial real estate – owner occupied
Pass			17,675			131,499			150,692			159,537			86,192			113,781			14,700			-			674,076
Special Mention			-			-			18,605			2,844			-			2,026			-			-			23,475
Substandard			-			-			13,560			4,835			12,925			17,067			-			-			48,387
Total commercial real estate – owner occupied			17,675			131,499			182,857			167,216			99,117			132,874			14,700			-			745,938

Construction
Pass			15,841			44,518			90,851			26,377			91			1,614			254			-			179,546
Special Mention			-			-			348			-			-			-			-			-			348
Substandard			-			-			5,740			-			-			-			-			-			5,740
Total construction			15,841			44,518			96,939			26,377			91			1,614			254			-			185,634

Residential real estate – investor
Pass			1,321			3,908			14,032			7,851			6,062			13,199			2,089			-			48,462
Special Mention			-			-			-			566			-			-			-			-			566
Substandard			-			-			378			63			-			902			-			-			1,343
Total residential real estate – investor			1,321			3,908			14,410			8,480			6,062			14,101			2,089			-			50,371

Residential real estate – owner occupied
Pass			9,551			31,099			36,751			38,750			23,967			75,320			802			-			216,240
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			-			101			2,633			-			-			2,734
Total residential real estate – owner occupied			9,551			31,099			36,751			38,750			24,068			77,953			802			-			218,974

Multifamily
Pass			16,590			76,747			70,903			115,700			39,835			51,594			574			-			371,943
Special Mention			-			-			-			9,990			-			-			-			-			9,990
Substandard			-			-			1,135			3,337			514			1,824			-			-			6,810
Total multifamily			16,590			76,747			72,038			129,027			40,349			53,418			574			-			388,743

HELOC
Pass			1,471			2,629			2,421			430			1,469			4,167			85,425			-			98,012
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			-			40			287			698			-			1,025
Total HELOC			1,471			2,629			2,421			430			1,509			4,454			86,123			-			99,037

Other
Pass			2,800			1,953			1,401			884			96			129			3,889			-			11,152
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			-			-			-			1			-			1
Total other			2,800			1,953			1,401			884			96			129			3,890			-			11,153

Total loans
Pass			367,130			933,921			900,545			594,866			270,404			386,170			336,137			-			3,789,173
Special Mention			-			527			21,771			21,318			50			2,035			19,316			-			65,017
Substandard			-			1,665			27,324			9,216			18,852			39,649			25,699			-			122,405
Total loans		$	367,130		$	936,113		$	949,640		$	625,400		$	289,306		$	427,854		$	381,152		$	-		$	3,976,595

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Credit quality indicators by loan segment and loan origination date at December 31, 2023, were as follows:


	****	2023		****	2022		****	2021		****	2020		****	2019		****	Prior		****	Revolving Loans		****	Revolving Loans Converted To Term Loans		****	Total
Commercial
Pass		$	318,569		$	136,668		$	35,901		$	11,983		$	18,390		$	3,426		$	298,931		$	1,408		$	825,276
Special Mention			-			2,737			707			171			-			-			4,392			-			8,007
Substandard			-			2,099			146			-			199			-			5,970			-			8,414
Total commercial			318,569			141,504			36,754			12,154			18,589			3,426			309,293			1,408			841,697

Leases
Pass			219,163			113,074		$	42,275			14,663			6,975			1,255			-			-			397,405
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			407			203			-			208			-			-			-			818
Total leases			219,163			113,481			42,478			14,663			7,183			1,255			-			-			398,223

Commercial real estate – investor
Pass			159,654			367,512			218,084			108,384			54,322			63,281			8,122			-			979,359
Special Mention			-			-			11,267			-			-			-			-			-			11,267
Substandard			-			-			838			5,327			15,658			9,648			12,327			-			43,798
Total commercial real estate – investor			159,654			367,512			230,189			113,711			69,980			72,929			20,449			-			1,034,424

Commercial real estate – owner occupied
Pass			124,059			134,383			177,553			103,109			42,839			91,062			33,243			-			706,248
Special Mention			1,650			17,415			9,585			3,128			218			3,681			-			-			35,677
Substandard			-			14,630			18,817			4,571			14,809			1,786			-			-			54,613
Total commercial real estate – owner occupied			125,709			166,428			205,955			110,808			57,866			96,529			33,243			-			796,538

Construction
Pass			42,808			66,513			32,942			100			1,593			1,083			3,186			-			148,225
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			9,993			-			7,162			-			-			17,155
Total construction			42,808			66,513			32,942			10,093			1,593			8,245			3,186			-			165,380

Residential real estate – investor
Pass			5,062			14,434			9,027			6,227			6,508			8,469			1,471			-			51,198
Special Mention			-			-			66			-			-			-			-			-			66
Substandard			-			390			-			-			408			533			-			-			1,331
Total residential real estate – investor			5,062			14,824			9,093			6,227			6,916			9,002			1,471			-			52,595

Residential real estate – owner occupied
Pass			32,574			41,528			40,335			25,322			14,233			68,277			763			-			223,032
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			191			685			2,340			-			-			3,216
Total residential real estate – owner occupied			32,574			41,528			40,335			25,513			14,918			70,617			763			-			226,248

Multifamily
Pass			55,310			79,060			123,834			72,539			12,231			40,825			562			-			384,361
Special Mention			-			168			13,425			322			1,645			-			-			-			15,560
Substandard			-			1,009			-			-			-			766			-			-			1,775
Total multifamily			55,310			80,237			137,259			72,861			13,876			41,591			562			-			401,696

HELOC
Pass			2,735			2,679			490			1,757			1,756			2,995			89,161			-			101,573
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			25			1			41			24			184			1,389			-			1,664
Total HELOC			2,735			2,704			491			1,798			1,780			3,179			90,550			-			103,237

Other
Pass			4,060			2,278			1,569			153			85			73			14,697			-			22,915
Special Mention			-			-			-			-			-			-			-			-			-
Substandard			-			-			-			-			-			-			-			-			-
Total other			4,060			2,278			1,569			153			85			73			14,697			-			22,915

Total loans
Pass			963,994			958,129			682,010			344,237			158,932			280,746			450,136			1,408			3,839,592
Special Mention			1,650			20,320			35,050			3,621			1,863			3,681			4,392			-			70,577
Substandard			-			18,560			20,005			20,123			31,991			22,419			19,686			-			132,784
Total loans		$	965,644		$	997,009		$	737,065		$	367,981		$	192,786		$	306,846		$	474,214		$	1,408		$	4,042,953

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The gross charge-offs activity by loan type and year of origination for the six months ended June 30, 2024 and June 30, 2023, were as follows:


Six months ended June 30, 2024	****	2024		****	2023		****	2022		****	2021		****	2020		****	Prior		****	Revolving Loans		****	Revolving Loans Converted To Term Loans		****	Total
Commercial		$	-			-			-			-			-			18		$	-		$	-		$	18
Leases			-			-			28			53			-			-			-			-			81
Commercial real estate – investor			-			-			4,128			452			16			-			-			-			4,596
Commercial real estate – owner occupied			-						-			5,135			-			33			-			-			5,168
Other			-			-			-			-			-			136			-			-			136
Total		$	-		$	-		$	4,156		$	5,640		$	16		$	187			-			-		$	9,999


Six months ended June 30, 2023	****	2023		****	2022		****	2021		****	2020		****	2019		****	Prior		****	Revolving Loans		****	Revolving Loans Converted To Term Loans		****	Total
Commercial		$	-		$	-		$	-		$	364		$	-		$	43		$	-		$	-		$	407
Leases			-			870			-			-			12			-			-			-			882
Commercial real estate – investor			-			-			71			-			-			-			-			-			71
Commercial real estate – owner occupied			-			22			179			-			-			-			-			-			201
Other			-			3			24			8			-			159			-			-			194
Total		$	-		$	895		$	274		$	372		$	12		$	202			-			-		$	1,755

The Company had $431,000 and $170,000 in residential real estate loans in the process of foreclosure as of June 30, 2024, and December 31, 2023, respectively.

There were six loans modified during the six-month period ending June 30, 2024, totaling $16.4 million in aggregate, which were experiencing financial difficulty. There were eleven loans modified during the six-month period ending June 30, 2023, totaling $32.7 million in aggregate, which were experiencing financial difficulty. There were no modified loans experiencing financial difficulty in payment default as of June 30, 2024, and June 30, 2023.

The following tables present the amortized costs basis of loans at June 30, 2024, and June 30, 2023, that were both experiencing financial difficulty and modified during the period ended June 30, 2024, and June 30, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.


June 30, 2024	Term Extension		Combination - Term Extension, Interest Rate Modification, Payment Modification, and Principal Reduction		Combination - Term Extension and Interest Rate Modification		Combination - Term Extension and Payment Modification ^(1)^		Total Loans Modified		% of Total Loan Segment Modified to Total Loan Segment
Commercial	$	247	$	-	$	-	$	-	$	247	0.0%
Commercial real estate – owner occupied		12,156		491		3,269		212		16,128	2.2%
Total	$	12,403	$	491	$	3,269	$	212	$	16,375	0.4%

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)


June 30, 2023	Term Extension		Combination - Term Extension and Interest Rate Modification		Combination - Term Extension and Payment Modification ^1^		Total Loans Modified		% of Total Loan Segment Modified to Total Loan Segment
Commercial	$	859	$	979	$	-	$	1,838	0.2%
Commercial real estate – investor		12,664		-		1,774		14,438	1.3%
Commercial real estate – owner occupied		16,318		-		-		16,318	2.0%
HELOC		60		-		-		60	0.1%
Total	$	29,901	$	979	$	1,774	$	32,654	8.0%

^1^ Payment modifications are either contractual delays in payment or a modification^^of the payment amount .

The Company closely monitors the performance of loan modifications to borrowers experiencing financial difficulty. The following tables present the performance of loans that have been modified as of June 30, 2024, and June 30, 2023.


June 30, 2024	30-59 days past due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans Modified
Commercial	$	-	$	-	$	-	$	-	$	247	$	247
Commercial real estate – owner occupied		-		-		-		-		16,128		16,128
Total	$	-	$	-	$	-	$	-	$	16,375	$	16,375


June 30, 2023	30-59 days past due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans Modified
Commercial	$	-	$	-	$	-	$	-	$	1,838	$	1,838
Commercial real estate – investor		-		-		1,774		1,774		12,664		14,438
Commercial real estate – owner occupied		-		-		-		-		16,318		16,318
HELOC		-		-		-		-		60		60
Total	$	-	$	-	$	1,774	$	1,774	$	30,880	$	32,654

The following tables summarize the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the period ended June 30, 2024, and June 30, 2023. The Company had two loans that had a payment modification as of June 30, 2024. One had an increase of monthly payment until maturity and the other had a reduction of monthly payment until maturity; the financial impact of these modifications is immaterial. As of June 30, 2023, there was one loan that had a payment modification to a single payment at maturity.


June 30, 2024	Weighted-Average Term Extension (In Months)		Weighted-Average Interest Rate Change			Weighted-Average Delay of Payment (In Months)
Commercial		4.00		-	%		-
Commercial real estate – owner occupied		5.12		0.33			-
Total		5.10		0.33	%		-


June 30, 2023	Weighted-Average Term Extension (In Months)		Weighted-Average Interest Rate Change			Weighted-Average Delay of Payment (In Months)
Commercial		4.90		5.00	%		-
Commercial real estate – investor		11.50		-			7.00
Commercial real estate – owner occupied		12.00		-			-
HELOC		24.00		-			-
Total		11.40		5.00	%		7.00

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 4 – Other Real Estate Owned

Details related to the activity in the other real estate owned (“OREO”) portfolio, net of valuation reserve, for the periods presented are itemized in the following table:


		Three Months Ended						Six Months Ended
	****	June 30,					****	June 30,
Other real estate owned	****	2024		****	2023		****	2024		2023
Balance at beginning of period		$	5,123		$	1,255		$	5,123	$	1,561
Property additions, net of acquisition adjustments			3,388			185			3,388		476
Less:
Proceeds from property disposals, net of participation purchase and gains/losses			1,591			679			1,591		1,007
Period valuation write-down			-			-			-		269
Balance at end of period		$	6,920		$	761		$	6,920	$	761

Activity in the valuation allowance was as follows:


	****	Three Months Ended						Six Months Ended
	****	June 30,					****	June 30,
		2024		****	2023		****	2024		2023		****
Balance at beginning of period		$	118		$	853		$	118	$	856
Provision for unrealized losses			-			-			-		269
Reductions taken on sales			-			(739)			-		(1,011)
Balance at end of period		$	118		$	114		$	118	$	114

Expenses related to OREO, net of lease revenue, includes:


		Three Months Ended						Six Months Ended
		June 30,					****	June 30,
	****	2024		****	2023		****	2024		****	2023
Gain on sales, net		$	(259)		$	(186)		$	(259)		$	(158)
Provision for unrealized losses			-			-			-			269
Operating expenses			239			92			352			101
Less:
Lease revenue			67			4			134			4
Net OREO expense		$	(87)		$	(98)		$	(41)		$	208

Note 5 – Deposits

Major classifications of deposits were as follows:


	June 30, 2024		December 31, 2023
Noninterest bearing demand	$	1,728,487	$	1,834,891
Savings		908,826		971,334
NOW accounts		557,469		565,375
Money market accounts		695,131		671,240
Certificates of deposit of less than $100,000		304,195		266,035
Certificates of deposit of $100,000 through $250,000		223,137		180,289
Certificates of deposit of more than $250,000		104,483		81,582
Total deposits	$	4,521,728	$	4,570,746

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 6 – Borrowings

The following table is a summary of borrowings as of June 30, 2024, and December 31, 2023. Junior subordinated debentures are discussed in more detail in Note 7.


	****	June 30, 2024		December 31, 2023		****
Securities sold under repurchase agreements		$	46,542	$	26,470
Other short-term borrowings			330,000		405,000
Junior subordinated debentures^1^			25,773		25,773
Subordinated debentures			59,425		59,382
Total borrowings		$	461,740	$	516,625

^1^See Note 7: Junior Subordinated Debentures.

The Company enters into deposit sweep transactions where the transaction amounts are secured by pledged securities. These transactions consistently mature overnight from the transaction date and are governed by sweep repurchase agreements. All sweep repurchase agreements are treated as financings secured by U.S. government agencies and collateralized mortgage-backed securities, and had a carrying amount of $46.5 million at June 30, 2024, and $26.5 million at December 31, 2023. The fair value of the pledged collateral was $73.6 million at June 30, 2024, and $45.7 million at December 31, 2023. At June 30, 2024, there were no customers with secured balances exceeding 10% of stockholders’ equity.

The Company’s borrowings at the FHLBC require the Bank to be a member and invest in the stock of the FHLBC. Total borrowings are generally limited to the lower of 35% of total assets or 60% of the book value of certain mortgage loans. As of June 30, 2024, the Bank had $330.0 million in short-term advances outstanding under the FHLBC, and $405.0 million in short-term advances as of December 31, 2023. FHLBC stock held at June 30, 2024, was valued at $17.1 million, and any potential FHLBC advances were collateralized by loans and securities with a principal balance of $1.38 billion, which carried a FHLBC-calculated combined collateral value of $933.9 billion. The Company had excess collateral of $603.9 million available to secure borrowings at June 30, 2024.

In the second quarter of 2021, we issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Company used the net proceeds from the offering for general corporate purposes. The Notes bear interest at a fixed annual rate of 3.50%, from and including the date of issuance to but excluding April 15, 2026, payable semi-annually in arrears. From and including April 15, 2026, to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to three-month Term Secured Overnight Financing Rate (“SOFR”) (as defined by the Note) plus 273 basis points, payable quarterly in arrears. As of June 30, 2024, and December 31, 2023, we had $59.4 million of subordinated debentures outstanding, net of deferred issuance cost.

The Company issued senior notes in December 2016 with a ten-year maturity, and terms included interest payable semiannually at 5.75% for five years. Beginning December 31, 2021, the senior debt began to pay interest at a floating rate, with interest payable quarterly at three month LIBOR plus 385 basis points. The notes were redeemable, in whole or in part, at the option of the Company, beginning with the interest payment date on December 31, 2021, and on any floating rate interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest. On June 30, 2023, we redeemed all of the $45.0 million senior notes, at which point the interest rate was 9.39%. Upon redemption, the related deferred debt issuance costs of $362,000 was also recorded as interest expense, resulting in an effective cost of this debt issuance of 12.85% for the second quarter of 2023.

On February 24, 2020, the Company originated a $20.0 million three-year term note with a correspondent bank. The term note was issued at one-month LIBOR plus 175 basis points, and required principal payments quarterly and interest payments monthly. This note was included within Notes payable and other borrowings on the Consolidated Balance Sheets, and the remaining $9.0 million balance of the note was paid off on February 24, 2023. The Company also has an undrawn line of credit of $30.0 million with a correspondent bank to be used for short-term funding needs; advances under this line can be outstanding up to 360 days from the date of issuance. This line of credit has not been utilized since early 2019.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 7 – Junior Subordinated Debentures

The Company issued $25.0 million of cumulative trust preferred securities through a private placement completed by an unconsolidated subsidiary, Old Second Capital Trust II, in April 2007. These trust preferred securities mature in 30 years, but subject to regulatory approval, can be called in whole or in part on a quarterly basis commencing June 15, 2017. The quarterly cash distributions on the securities were fixed at 6.77% through June 15, 2017, and now have a floating rate of 150 basis points over three-month SOFR. Upon conversion to a floating rate, a cash flow hedge was initiated which resulted in the total interest rate paid on the debt of 4.49% and 4.37% for the quarters ended June 30, 2024, and June 30, 2023, respectively. The Company issued a $25.8 million subordinated debenture to Old Second Capital Trust II in return for the aggregate net proceeds of this trust preferred offering. The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities.

The junior subordinated debentures issued by the Company are disclosed on the Consolidated Balance Sheets, and the related interest expense for each issuance is included in the Consolidated Statements of Income. As of June 30, 2024, and December 31, 2023, the remaining unamortized debt issuance costs related to the junior subordinated debentures were less than $1,000 and are included as a reduction to the balance of the junior subordinated debentures on the Consolidated Balance Sheets. The remaining deferred issuance costs on the junior subordinated debentures related to the issuance of Old Second Capital Trust II will be amortized to interest expense over the remainder of the 30-year term of the notes and are included in the Consolidated Statements of Income.

Note 8 – Equity Compensation Plans

Stock-based awards are outstanding under the Company’s 2019 Equity Incentive Plan, as amended and restated (the “2019 Plan”). The 2019 Plan was originally approved at the May 2019 annual stockholders’ meeting and authorized 600,000 shares, and at the May 2021 annual stockholders’ meeting, the Company obtained stockholder approval to increase the number of shares of common stock authorized for issuance under the 2019 Plan by 1,200,000 shares, from 600,000 shares to 1,800,000 shares. Following the approval of the 2019 Plan, no further awards will be granted under any other prior plan.

The 2019 Plan authorizes the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights (“SARs”). Awards may be granted to selected directors, officers, employees or eligible service providers under the 2019 Plan at the discretion of the Compensation Committee of the Company’s Board of Directors. As of June 30, 2024, 718,193 shares remained available for issuance under the 2019 Plan. The Company has granted only restricted stock units under the 2019 Equity Plan.

Generally, restricted stock units granted under the 2019 Plan vest three years from the grant date, but the Compensation Committee of the Company’s Board of Directors has discretionary authority to change the terms of particular awards including the vesting schedule.

Under the 2019 Plan, unless otherwise provided in an award agreement, upon the occurrence of a change in control, all equity awards then held by the participant will become fully exercisable immediately if, and all stock awards and cash incentive awards will become fully earned and vested immediately if, (i) the 2019 Plan is not an obligation of the successor entity following a change in control or (ii) the 2019 Plan is an obligation of the successor entity following a change in control and the participant incurs a termination of service without cause or for good reason following the change in control. Notwithstanding the immediately preceding sentence, if the vesting of an award is conditioned upon the achievement of performance measures, then such vesting will generally be subject to the following: if, at the time of the change in control, the performance measures are less than 50% attained (pro rata based upon the time of the period through the change in control), the award will become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment and the denominator being 50%; and if, at the time of the change in control, the performance measures are at least 50% attained (pro rata based upon the time of the period through the change in control), the award will become fully earned and vested immediately upon the change in control.

Awards of restricted stock under the 2019 Plan generally entitle holders to voting and dividend rights upon grant and are subject to forfeiture until certain restrictions have lapsed including employment for a specific period. Awards of restricted stock units under the 2019 Plan are also subject to forfeiture until certain restrictions have lapsed including employment for a specific period, but do not entitle holders to voting rights until the restricted period ends and shares are transferred in connection with the units.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

There were 339,235 and 238,149 restricted stock units issued under the 2019 Plan during the six months ended June 30, 2024, and June 30, 2023, respectively. Compensation expense is recognized over the vesting period of the restricted stock units based on the market value of the award on the issue date. Total compensation cost that has been recorded for the 2019 Plan was $2.2 million for the six months ended June 30, 2024, and $1.8 million for the six months ended June 30, 2023.

A summary of changes in the Company’s unvested restricted awards for the six months ended June 30, 2024, is as follows:


		June 30, 2024
			Weighted
		Restricted	Average
		Stock Shares	Grant Date
	****	and Units	Fair Value
Unvested at January 1		709,237	$	14.26
Granted		339,235		13.44
Vested		(209,969)		11.38
Forfeited		(8,954)		14.09
Unvested at June 30		829,549	$	14.65

Total unrecognized compensation cost of restricted awards was $6.2 million as of June 30, 2024, which is expected to be recognized over a weighted-average period of 2.03 years.

Note 9 – Earnings Per Share

The earnings per share, both basic and diluted, are as follows:


		Three Months Ended June 30,				Six Months Ended June 30,
	****	2024		2023		2024		2023
Basic earnings per share:
Weighted-average common shares outstanding			44,846,848		44,665,127		44,802,704		44,642,250
Net income		$	21,891	$	25,562	$	43,203	$	49,169
Basic earnings per share		$	0.48	$	0.57	$	0.96	$	1.10

Diluted earnings per share:
Weighted-average common shares outstanding			44,846,848		44,665,127		44,802,704		44,642,250
Dilutive effect of unvested restricted awards ^1^			835,391		759,291		800,358		728,556
Diluted average common shares outstanding			45,682,239		45,424,418		45,603,062		45,370,806

Net Income		$	21,891	$	25,562	$	43,203	$	49,169
Diluted earnings per share		$	0.48	$	0.56	$	0.95	$	1.08


^1^ Includes the common stock equivalents for restricted share rights that are dilutive.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 10 – Regulatory & Capital Matters

The Bank is subject to the risk-based capital regulatory guidelines, which include the methodology for calculating the risk-weighted Bank assets, developed by the Office of the Comptroller of the Currency (the “OCC”) and the other bank regulatory agencies. In connection with the current risk-based capital regulatory guidelines, the Bank’s Board of Directors has established an internal guideline requiring the Bank to maintain a Tier 1 leverage capital ratio at or above eight percent (8%) and a total risk-based capital ratio at or above twelve percent (12%). At June 30, 2024, the Bank exceeded those thresholds.

At June 30, 2024, the Bank’s Tier 1 capital leverage ratio was 11.43%, an increase of 102 basis points from December 31, 2023, and is above the 8.00% objective. The Bank’s total capital ratio was 14.42%, an increase of 118 basis points from December 31, 2023, and also above the objective of 12.00%.

Bank holding companies are generally required to maintain minimum levels of capital in accordance with capital guidelines implemented by the Board of Governors of the Federal Reserve System. The general bank and holding company capital adequacy guidelines are shown in the accompanying table, as are the capital ratios of the Company and the Bank, as of June 30, 2024, and December 31, 2023.

The Basel III Rules are applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies, other than “small bank holding companies,” which are generally holding companies with consolidated assets of less than $3.0 billion. A detailed discussion of the Basel III Rules is included in Part I, Item 1 of the Company’s Form 10-K for the year ended December 31, 2023, under the heading “Supervision and Regulation.”

At June 30, 2024, and December 31, 2023, the Company, on a consolidated basis, exceeded the minimum thresholds to be considered “well capitalized” under current regulatory defined capital ratios.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Capital levels and industry defined regulatory minimum required levels are as follows:



						Minimum Capital					Well Capitalized
						Adequacy with Capital					Under Prompt Corrective
	Actual					Conservation Buffer, if applicable^1^					Action Provisions^2^
	Amount		****	Ratio		Amount		****	Ratio		Amount		****	Ratio
June 30, 2024
Common equity tier 1 capital to risk weighted assets
Consolidated	$	587,746		12.41	%	$	331,525		7.00	%		N/A		N/A
Old Second Bank		638,977		13.50			331,321		7.00		$	307,656		6.50	%
Total capital to risk weighted assets
Consolidated		716,185		15.12			497,351		10.50			N/A		N/A
Old Second Bank		682,416		14.42			496,905		10.50			473,243		10.00
Tier 1 capital to risk weighted assets
Consolidated		612,746		12.94			402,499		8.50			N/A		N/A
Old Second Bank		638,977		13.50			402,319		8.50			378,653		8.00
Tier 1 capital to average assets
Consolidated		612,746		10.96			223,630		4.00			N/A		N/A
Old Second Bank		638,977		11.43			223,614		4.00			279,517		5.00

December 31, 2023
Common equity tier 1 capital to risk weighted assets
Consolidated	$	547,721		11.37	%	$	337,207		7.00	%		N/A		N/A
Old Second Bank		592,413		12.32			336,598		7.00		$	312,556		6.50	%
Total capital to risk weighted assets
Consolidated		677,076		14.06			505,640		10.50			N/A		N/A
Old Second Bank		636,768		13.24			504,990		10.50			480,943		10.00
Tier 1 capital to risk weighted assets
Consolidated		572,721		11.89			409,430		8.50			N/A		N/A
Old Second Bank		592,413		12.32			408,727		8.50			384,684		8.00
Tier 1 capital to average assets
Consolidated		572,721		10.06			227,722		4.00			N/A		N/A
Old Second Bank		592,413		10.41			227,632		4.00			284,540		5.00

^1^Amounts are shown inclusive of a capital conservation buffer of 2.50%.

^2^ The prompt corrective action provisions are only applicable at the Bank level. The Bank exceeded the general minimum regulatory requirements to be considered “well capitalized.”

As part of its response to the impact of the COVID-19 pandemic, in the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted the Current Expected Credit Losses (“CECL”) methodology during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition. As of June 30, 2024, the above capital measures of the Company include $951,000, which is the modified CECL transition adjustment.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Dividend Restrictions

In addition to the above requirements, banking regulations and capital guidelines generally limit the amount of dividends that may be paid by a bank without prior regulatory approval. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s profits, combined with the retained profit of the previous two years, subject to the capital requirements described above. As of June 30, 2024, the Bank had capacity to pay dividends of $117.3 million to the Company without prior regulatory approval. Pursuant to the Basel III rules, the Bank must keep a capital conservation buffer of 2.50% above the regulatory minimum capital requirements, which must consist entirely of Common Equity Tier 1 capital in order to avoid additional limitations on capital distributions and certain other payments.

Note 11 – Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy established by the Company also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2: Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own view about the assumptions that market participants would use in pricing an asset or liability.

There were no transfers between levels during the six-month period ended June 30, 2024, however the Company reclassified one states and political subdivisions security to an asset-backed security in all periods presented. During the six-month period ended June 30, 2023, $14.9 million of asset-backed securities and $6.8 million of collateralized mortgage obligations were transferred to Level 2 from Level 3.

The majority of securities available-for-sale are valued by external pricing services or dealer market participants and are classified in Level 2 of the fair value hierarchy. Both market and income valuation approaches are utilized. Quarterly, the Company evaluates the methodologies used by the external pricing services or dealer market participants to develop the fair values to determine whether the results of the valuations are representative of an exit price in the Company’s principal markets and an appropriate representation of fair value. The Company uses the following methods and significant assumptions to estimate fair value:

●	Government-sponsored agency debt securities are primarily priced using available market information through processes such as benchmark spreads, market valuations of like securities, like securities groupings and matrix pricing.
●	Other government-sponsored agency securities, mortgage backed securities (“MBS”) and some of the actively traded real estate mortgage investment conduits and collateralized mortgage obligations are priced using available market information including benchmark yields, prepayment speeds, spreads, volatility of similar securities and trade date.
---	---
●	State and political subdivisions are largely grouped by characteristics (e.g., geographical data and source of revenue in trade dissemination systems). Because some securities are not traded daily and due to other grouping limitations, active market quotes are often obtained using benchmarking for like securities.
---	---
●	Auction rate securities are priced using market spreads, cash flows, prepayment speeds, and loss analytics. Therefore, the valuations of auction rate asset-backed securities are considered Level 2 valuations.
---	---
●	Asset-backed collateralized loan obligations were priced using data from a pricing matrix supported by our bond accounting service provider and are therefore considered Level 2 valuations.
---	---
●	Annually every security holding is priced by a pricing service independent of the regular and recurring pricing services used. The independent service provides a measurement to indicate if the price assigned by the regular service is within or outside of a reasonable range. Management reviews this report and applies judgment in adjusting calculations at year end related to securities pricing.
---	---

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

●	Residential mortgage loans available for sale in the secondary market are carried at fair market value. The fair value of loans held-for-sale is determined using quoted secondary market prices.
●	Lending related commitments to fund certain residential mortgage loans, e.g., residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third party investors, as well as forward commitments for future delivery of MBS, are considered derivatives. Fair values are estimated based on observable changes in mortgage interest rates including prices for MBS from the date of the commitment and do not typically involve significant judgments by management.
---	---
●	The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income to derive the resultant value. The Company is able to compare the valuation model inputs, such as the discount rate, prepayment speeds, weighted average delinquency and foreclosure/bankruptcy rates to widely available published industry data for reasonableness.
---	---
●	Interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves.
---	---
●	The fair value of individually evaluated loans with specific allocations of the allowance for credit losses is essentially based on recent real estate appraisals or the fair value of the collateralized asset. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are made in the appraisal process by the appraisers to reflect differences between the available comparable sales and income data. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
---	---
●	Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (“OREO”) are measured at fair value, less costs to sell. Fair values are based on third party appraisals of the property, resulting in a Level 3 classification, or an executed pending sales contract. In cases where the carrying amount exceeds the fair value, less costs to sell, a valuation loss is recognized.
---	---

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The tables below present the balance of assets and liabilities at June 30, 2024, and December 31, 2023, respectively, measured by the Company at fair value on a recurring basis:


	June 30, 2024
	Level 1		****	Level 2		****	Level 3		****	Total
Assets:
Securities available-for-sale
U.S. Treasury	$	191,274		$	-		$	-		$	191,274
U.S. government agencies		-			37,298			-			37,298
U.S. government agencies mortgage-backed		-			96,872			-			96,872
States and political subdivisions		-			207,738			12,527			220,265
Collateralized mortgage obligations		-			386,055			-			386,055
Asset-backed securities		-			62,210			2,667			64,877
Collateralized loan obligations		-			177,020			-			177,020
Loans held-for-sale		-			2,291			-			2,291
Mortgage servicing rights		-			-			10,488			10,488
Interest rate derivatives ^1^		-			6,095			-			6,095
Mortgage banking derivatives		-			64			-			64
Total	$	191,274		$	975,643		$	25,682		$	1,192,599

Liabilities:
Interest rate swap agreements, including risk participation agreements	$	-		$	7,835		$	-		$	7,835
Total	$	-		$	7,835		$	-		$	7,835

^1^ Interest rate derivatives includes interest rate swaps, a rate cap and risk participation agreements.

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)


	December 31, 2023
	Level 1		****	Level 2		****	Level 3		****	Total
Assets:
Securities available-for-sale
U.S. Treasury	$	169,574		$	-		$	-		$	169,574
U.S. government agencies		-			56,959			-			56,959
U.S. government agencies mortgage-backed		-			106,370			-			106,370
States and political subdivisions		-			214,006			13,059			227,065
Collateralized mortgage obligations		-			392,544			-			392,544
Asset-backed securities		-			66,166			2,270			68,436
Collateralized loan obligations		-			171,881			-			171,881
Loans held-for-sale		-			1,322			-			1,322
Mortgage servicing rights		-			-			10,344			10,344
Interest rate derivatives ^1^		-			5,391			-			5,391
Total	$	169,574		$	1,014,639		$	25,673		$	1,209,886

Liabilities:
Interest rate swap agreements, including risk participation agreements	$	-		$	8,324		$	-		$	8,324
Mortgage banking derivatives		-			10			-			10
Total	$	-		$	8,334		$	-		$	8,334

^1^ Interest rate derivatives includes interest rate swaps, a rate cap and risk participation agreements.

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are as follows:


		Six Months Ended June 30, 2024
	Securities available-for-sale
			States and			Mortgage
	Asset-backed		Political			Servicing
	Securities		Subdivisions		****	Rights
Beginning balance January 1, 2024	$	2,270	$	13,059		$	10,344
Transfers out of Level 3		-		-			-
Total gains or losses
Included in earnings		-		(66)			88
Included in other comprehensive income		(98)		(390)			-
Purchases, issuances, sales, and settlements
Purchases		547		-			-
Issuances		-		-			288
Settlements		(52)		(76)			(232)
Ending balance June 30, 2024	$	2,667	$	12,527		$	10,488

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)


		Six Months Ended June 30, 2023
		Securities available-for-sale
			Collateralized		States and			Mortgage
	Asset-backed		Mortgage		Political			Servicing
	Securities		Obligations		Subdivisions		****	Rights		****
Beginning balance January 1, 2023	$	16,740	$	6,770	$	12,501		$	11,189
Transfers into Level 3		-		-		-			-
Transfers out of Level 3		(14,885)		(6,764)		-			-
Total gains or losses
Included in earnings		(11)		-		(66)			6,155
Included in other comprehensive income		206		(6)		642			-
Purchases, issuances, sales, and settlements
Purchases		406		-		-			-
Issuances		-		-		-			281
Settlements		(521)		-		(74)			(6,584)
Ending balance June 30, 2023	$	1,935	$	-	$	13,003		$	11,041

The following table and commentary present quantitative and qualitative information about Level 3 fair value measurements as of June 30, 2024:


											Weighted
Measured at fair value							Significant Unobservable				Average
on a recurring basis:	****	Fair Value		****	Valuation Methodology	****	Inputs	****	Range of Input	****	of Inputs

States and political subdivisions		$	12,527		Discounted Cash Flow		Discount Rate		4.2 – 4.3%		4.3	%
							Liquidity Premium		0.5 – 0.5%		0.5	%

Asset-backed securities		$	2,667		Discounted Cash Flow		Discount Rate		5.6 – 5.6%		5.6	%

Mortgage servicing rights		$	10,488		Discounted Cash Flow		Discount Rate		9.0 – 11.0%		9.0	%
							Prepayment Speed		2.8 – 30.6%		6.7	%

The following table and commentary present quantitative and qualitative information about Level 3 fair value measurements as December 31, 2023:


											Weighted
Measured at fair value							Significant Unobservable				Average
on a recurring basis:	****	Fair Value		****	Valuation Methodology	****	Inputs	****	Range of Input	****	of Inputs

States and political subdivisions		$	13,059		Discounted Cash Flow		Discount Rate		3.2 – 5.4%		4.7	%
							Liquidity Premium		0.5 – 0.5%		0.5	%

Asset-backed securities		$	2,270		Discounted Cash Flow		Discount Rate		5.6 – 5.6%		5.6	%

Mortgage servicing rights		$	10,344		Discounted Cash Flow		Discount Rate		9.0 – 11.0%		9.0	%
							Prepayment Speed		5.1 – 33.0%		6.6	%

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis:

The Company may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with GAAP. These assets consist of individually evaluated loans and OREO. For assets measured at fair value on a nonrecurring basis at June 30, 2024, and December 31, 2023, respectively, the following tables provide the level of valuation assumptions used to determine each valuation and the carrying value of the related assets:


		June 30, 2024
	****	Level 1		****	Level 2		****	Level 3		****	Total
Individually evaluated loans^1^		$	-		$	-		$	33,082		$	33,082
Other real estate owned, net^2^			-			-			6,920			6,920
Total		$	-		$	-		$	40,002		$	40,002

^1^ Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, which had a carrying amount of $38.5 million and a valuation allowance of $5.4 million resulting in a decrease of specific allocations within the allowance for credit losses on loans of $5.7 million for the six months ended June 30, 2024.

^2^ OREO is measured at fair value, less costs to sell, and had a net carrying amount of $6.9 million at June 30, 2024, which is made up of the outstanding balance of $7.0 million, net of a valuation allowance of $118,000.


	December 31, 2023
	Level 1		****	Level 2		****	Level 3		****	Total
Individually evaluated loans^1^	$	-		$	-		$	66,180		$	66,180
Other real estate owned, net^2^		-			-			5,123			5,123
Total	$	-		$	-		$	71,303		$	71,303

^1^ Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, which had a carrying amount of $77.3 million and a valuation allowance of $11.1 million resulting in a decrease of specific allocations within the allowance for credit losses on loans of $6.5 million for the year December 31, 2023.

^2^ OREO is measured at fair value, less costs to sell, and had a net carrying amount of $5.1 million at December 31, 2023, which is made up of the outstanding balance of $5.2 million, net of a valuation allowance of $118,000 .

The Company has estimated the fair values of these assets based primarily on Level 3 inputs. OREO and individually evaluated loans are generally valued using the fair value of collateral provided by third party appraisals. These valuations include assumptions related to cash flow projections, discount rates, and recent comparable sales. The numerical ranges of unobservable inputs for these valuation assumptions are not meaningful.

Note 12 – Fair Values of Financial Instruments

The estimated fair values approximate carrying amount for all items except those described in the following table. Securities available-for-sale fair values are based upon market prices or dealer quotes, and if no such information is available, on the rate and term of the security. The carrying value of FHLBC stock approximates fair value as the stock is nonmarketable and can only be sold to the FHLBC or another member institution at par. At June 30, 2024, and December 31, 2023, the fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. The fair value of time deposits was estimated using discounted future cash flows at current rates offered for deposits of similar remaining maturities. The fair values of borrowings were estimated based on interest rates available to the Company for debt with similar terms and remaining maturities. The fair value of off balance sheet volume was not considered material.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The carrying amount and estimated fair values of financial instruments were as follows:


	June 30, 2024
	Carrying			Fair
	Amount		****	Value		****	Level 1		****	Level 2		****	Level 3
Financial assets:
Cash and due from banks	$	54,888		$	54,888		$	54,888		$	-		$	-
Interest earning deposits with financial institutions		66,004			66,004			66,004			-			-
Securities available-for-sale		1,173,661			1,173,661			191,274			967,193			15,194
FHLBC and FRBC stock		32,005			32,005			-			32,005			-
Loans held-for-sale		2,291			2,291			-			2,291			-
Net loans		3,934,326			3,857,223			-			-			3,857,223
Mortgage servicing rights		10,488			10,488			-			-			10,488
Interest rate swap and rate cap agreements		6,051			6,051			-			6,051			-
Interest rate lock commitments and forward contracts		64			64			-			64			-
Interest receivable on securities and loans		26,086			26,086			-			26,086			-

Financial liabilities:
Noninterest bearing deposits	$	1,728,487		$	1,728,487		$	1,728,487		$	-		$	-
Interest bearing deposits		2,793,241			2,783,984			-			2,783,984			-
Securities sold under repurchase agreements		46,542			46,542			-			46,542			-
Other short-term borrowings		330,000			330,000			-			330,000			-
Junior subordinated debentures		25,773			20,620			-			20,620			-
Subordinated debentures		59,425			50,075			-			50,075			-
Interest rate swap and rate cap agreements		7,827			7,827			-			7,827			-
Interest payable on deposits and borrowings		3,483			3,483			-			3,483			-

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)


	December 31, 2023
	Carrying			Fair
	Amount		****	Value		****	Level 1		****	Level 2		****	Level 3
Financial assets:
Cash and due from banks	$	55,534		$	55,534		$	55,534		$	-		$	-
Interest earning deposits with financial institutions		44,611			44,611			44,611			-			-
Securities available-for-sale		1,192,829			1,192,829			169,574			1,007,926			15,329
FHLBC and FRBC stock		33,355			33,355			-			33,355			-
Loans held-for-sale		1,322			1,322			-			1,322			-
Net loans		3,998,689			3,876,381			-			-			3,876,381
Mortgage servicing rights		10,344			10,344			-			-			10,344
Interest rate swap and rate cap agreements		5,302			5,302			-			5,302			-
Interest receivable on securities and loans		27,159			27,159			-			27,159			-

Financial liabilities:
Noninterest bearing deposits	$	1,834,891		$	1,834,891		$	1,834,891		$	-		$	-
Interest bearing deposits		2,735,855			2,726,223			-			2,726,223			-
Securities sold under repurchase agreements		26,470			26,470			-			26,470			-
Other short-term borrowings		405,000			405,000			-			405,000			-
Junior subordinated debentures		25,773			20,361			-			20,361			-
Subordinated debentures		59,382			47,982			-			47,982			-
Interest rate swap and rate cap agreements		8,234			8,324			-			8,324			-
Interest rate lock commitments and forward contracts		10			10			-			10			-
Interest payable on deposits and borrowings		2,962			2,962			-			2,962			-

Note 13 – Derivatives, Hedging Activities and Financial Instruments with Off-Balance Sheet Risk

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The aggregate fair value of the swaps is recorded in other assets or other liabilities with changes in fair value recorded in other comprehensive income, net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income or interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are received on the variable rate loan pools or paid on the Company’s fixed-rate borrowings.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Interest rate swaps with notional amounts totaling $300.0 million as of June 30, 2024, and December 31, 2023, were designated as cash flow hedges of certain variable rate commercial and commercial real estate loan pools. Each of these hedges were executed to pay variable and receive fixed rate cash flows. Each of these hedges was determined to be effective during all periods presented and the Company expects the hedges to remain effective during the remaining terms of the swaps.

An interest rate swap with a notional amount of $25.8 million as of June 30, 2024, and December 31, 2023, is designated as a cash flow hedge of junior subordinated debentures and was executed to pay fixed and receive variable rate cash flows. The hedge was determined to be effective during all periods presented and the Company expects the hedge to remain effective during the remaining terms of the swap.

During the next twelve months, the Company estimates that an additional $5.1 million will be reclassified as an increase to interest income and an additional $608,000 will be reclassified as an increase to interest expense.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps and rate cap agreements with commercial banking customers to facilitate their respective risk management strategies. The notional amounts of interest rate swaps with its loan customers as of June 30, 2024, and December 31, 2023 were $97.9 million and $104.8 million, respectively. The notional amounts of interest rate cap with its loan customers were $32.9 million as of June 30, 2024, and there were no interest rate caps at December 31, 2023. Those interest rate swaps and rate cap agreements are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

At June 30, 2024, and December 31, 2023, the Company had $6.8 million and $7.3 million of cash collateral pledged with two correspondent financial institutions, respectively. The Company held $5.4 million and $4.1 million of cash pledged from one correspondent financial institution to support the interest rate swap activity during the periods presented, respectively. No investment securities were required to be pledged to any correspondent financial institution during 2024 through June 30, 2024, or during 2023. The Company offsets derivative assets and liabilities that are subject to a master netting arrangement.

The Company also grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries of loans as well as selling forward mortgage-backed securities contracts. Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The notional amount of these commitments at June 30, 2024, and December 31, 2023 was $13.7 million and $8.4 million, respectively. Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans or forward MBS contracts are considered derivative instruments and changes in the fair value are recorded to mortgage banking revenue. Fair values are estimated based on observable changes in mortgage interest rates including mortgage-backed securities prices from the date of the commitment.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023.

Fair Value of Derivative Instruments


			June 30, 2024
	No. of Trans.	Notional Amount $	Balance Sheet Location	Fair Value $	Balance Sheet Location	Fair Value $
Derivatives designated as hedging instruments
Interest rate swap agreements	5	325,774	Other Assets	3,618	Other Liabilities	5,394
Total derivatives designated as hedging instruments				3,618		5,394

Derivatives not designated as hedging instruments
Interest rate swaps with commercial loan customers and rate cap	16	130,775	Other Assets	2,433	Other Liabilities	2,433
Interest rate lock commitments and forward contracts	45	13,687	Other Assets	64	Other Liabilities	-
Other contracts	4	39,021	Other Assets	44	Other Liabilities	8
Total derivatives not designated as hedging instruments				2,541		2,441



			December 31, 2023
	No. of Trans.	Notional Amount $	Balance Sheet Location	Fair Value $	Balance Sheet Location	Fair Value $
Derivatives designated as hedging instruments
Interest rate swap agreements	5	325,774	Other Assets	2,576	Other Liabilities	5,598
Total derivatives designated as hedging instruments				2,576		5,598

Derivatives not designated as hedging instruments
Interest rate swaps with commercial loan customers	17	104,777	Other Assets	2,726	Other Liabilities	2,726
Interest rate lock commitments and forward contracts	24	8,375	Other Assets	(10)	Other Liabilities	-
Other contracts	4	44,790	Other Assets	89	Other Liabilities	-
Total derivatives not designated as hedging instruments				2,805		2,726

Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting

The fair value and cash flow hedge accounting related to derivatives covered under ASC Subtopic 815-20 impacted Accumulated Other Comprehensive Income (“AOCI”) and the Income Statement. The loss recognized in AOCI on derivatives totaled $1.3 million as of June 30, 2024, and $5.3 million as of June 30, 2023. The amount of the loss reclassified from AOCI to net interest income on the income statement was $3.2 million for the six months ended June 30, 2024, and $2.4 million for the six months ended June 30, 2023.

Credit-risk-related Contingent Features

For derivative transactions involving counterparties who are lending customers of the Company, the derivative credit exposure is managed through the normal credit review and monitoring process, which may include collateralization, financial covenants and/or financial guarantees of affiliated parties. Agreements with such customers require that losses associated with derivative transactions receive payment priority from any funds recovered should a customer default and ultimate disposition of collateral or guarantees occur.

Credit exposure to broker/dealer counterparties is managed through agreements with each derivative counterparty that require collateralization of fair value gains owed by such counterparties. Some small degree of credit exposure exists due to timing differences between when a gain may occur and the subsequent point in time that collateral is delivered to secure that gain. This is monitored by the Company and procedures are in place to minimize this exposure. Such agreements also require the Company to collateralize counterparties in circumstances wherein the fair value of the derivatives result in loss to the Company.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Other provisions of such agreements include the definition of certain events that may lead to the declaration of default and/or the early termination of the derivative transaction(s):

●	If the Company either defaults or is capable of being declared in default on any of its indebtedness (exclusive of deposit obligations), then the Company could also be declared in default on its derivative obligations.
●	If a merger occurs that materially changes the Company's creditworthiness in an adverse manner.
---	---
●	If certain specified adverse regulatory actions occur, such as the issuance of a Cease and Desist Order, or citations for actions considered Unsafe and Unsound or that may lead to the termination of deposit insurance coverage by the FDIC.
---	---

The Bank also issues letters of credit, which are conditional commitments that guarantee the performance of a customer to a third party. The credit risk involved and collateral obtained in issuing letters of credit are essentially the same as that involved in extending loan commitments to our customers. In addition to customer related commitments, the Company is responsible for letters of credit commitments that relate to properties held in OREO. The following table represents the Company’s contractual commitments due to letters of credit as of June 30, 2024, and December 31, 2023.

The following table is a summary of letter of credit commitments:


	June 30, 2024						December 31, 2023
	Fixed		Variable		Total		Fixed		Variable		Total		****
Letters of credit:
Borrower:
Financial standby	$	229	$	17,190	$	17,419	$	173	$	16,621	$	16,794
Performance standby		562		12,467		13,029		562		13,689		14,251
		791		29,657		30,448		735		30,310		31,045
Non-borrower:
Performance standby		-		67		67		-		67		67
Total letters of credit	$	791	$	29,724	$	30,515	$	735	$	30,377	$	31,112

Unused loan commitments:	$	158,385	$	635,560	$	793,945	$	140,305	$	694,960	$	835,265

As of June 30, 2024, the Company evaluated current market conditions, including any impacts related to market interest rate changes and unused line of credit utilization trends during the second quarter of 2024, and based on that analysis under the CECL methodology, the Company determined credit losses related to unfunded commitments totaled $2.5 million. The resultant decrease in the ACL for unfunded commitments of $199,000 for the second quarter of 2024, compared to the prior quarter end, is primarily driven by adjustments to historical benchmark assumptions, such as the funding rates and the period used to forecast those rates within the ACL calculation. The Company will continue to assess the credit risk at least quarterly, and adjust the allowance for unfunded commitments, which is carried within other liabilities on our Consolidated Balance Sheets, as needed, with the appropriate offsetting entry to the provision for credit losses on our Consolidated Statements of Income.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion provides additional information regarding our operations for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, and our financial condition at June 30, 2024, compared to December 31, 2023. This discussion should be read in conjunction with our consolidated financial statements as well as the financial and statistical data appearing elsewhere in this report and our Form 10-K for the year ended December 31, 2023. The results of operations for the three and six months ended June 30, 2024, are not necessarily indicative of future results. Dollar amounts presented in the following tables are in thousands, except per share data, and June 30, 2024 and 2023 amounts are unaudited.

In this report, unless the context suggests otherwise, references to the “Company,” “we,” “us,” and “our” mean the combined business of Old Second Bancorp, Inc. and its subsidiary bank, Old Second National Bank (the “Bank”).

We have made, and will continue to make, various forward-looking statements with respect to financial and business matters. Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the “Cautionary Note Regarding Forward-Looking Statements” on page 3 of this report.

Business Overview

The Company is a bank holding company headquartered in Aurora, Illinois. Through our wholly-owned subsidiary bank, Old Second National Bank, a national banking organization also headquartered in Aurora, Illinois, we offer a wide range of financial services through our 48 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. These banking centers offer access to a full range of traditional retail and commercial banking services including treasury management operations as well as fiduciary and wealth management services. We focus our business on establishing and maintaining relationships with our clients while maintaining a commitment to provide for the financial services needs of the communities in which we operate. We emphasize relationships with individual customers as well as small to medium-sized businesses throughout our market area. We also have extensive wealth management services, which includes a registered investment advisory platform in addition to trust administration and trust services related to personal and corporate trusts and employee benefit plan administration services.

Our results of operations depend generally on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. In addition, we are subject to interest rate risk to the degree that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities. Our results of operations are also affected by noninterest income, such as service charges, wealth management fees, loan fees, gains from the sale of newly originated loans, gains or losses on investments and certain other noninterest related items. Our principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, professional fees, data processing expenses and provision for credit losses.

We are significantly impacted by prevailing economic conditions, including federal monetary and fiscal policies, and federal regulations of financial institutions. Deposit balances are influenced by numerous factors such as competing investments, the level of income and the personal rate of savings within our market areas. Factors influencing lending activities include the demand for housing and the interest rate pricing competition from other lending institutions.

As of June 30, 2024, all of our capital ratios were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession, our reported and regulatory capital ratios could be adversely impacted by credit losses.

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Financial Overview

Net income for the second quarter of 2024 was $21.9 million, or $0.48 per diluted share, compared to $25.6 million, or $0.56 per diluted share, for the second quarter of 2023. The reduction in net income was primarily due to a decrease in net interest and dividend income of $3.9 million year over year driven by a $3.2 million increase to interest expense as a result of higher interest rates offered on deposits, as well as a reduction in interest and dividend income as the securities portfolio decreased $162.0 million during the last twelve months. Also contributing to the decrease in net income compared to the prior year like quarter was an increase in provision for credit losses of $1.8 million. Adjusted net income, a non-GAAP financial measure that excludes certain nonrecurring items, as applicable, was $21.0 million for the second quarter of 2024, compared to $21.3 million for the first quarter of 2024, and $25.6 million for the second quarter of 2023. Adjusted net income was $42.3 million for the six months ended June 30, 2024, compared to $49.0 million for the six months ended June 30, 2023. See the discussion entitled “Non-GAAP Financial Measures” on page 40, as well as the table below, which provides a reconciliation of this non-GAAP measure to the most comparable GAAP equivalents.


	Quarters Ended							Six Months Ended
	June 30,			March 31,		June 30,		June 30,
	2024		****	2024		2023		2024		2023
Net Income
Income before income taxes (GAAP)	$	29,190		$	28,543	$	34,973	$	57,733	$	66,986
Pre-tax income adjustments:
Death benefit related to BOLI		(893)							(893)
Losses (gains) on branch sales, net		-			-		29		-		(277)
Adjusted net income before taxes		28,297			28,543		35,002		56,840		66,709
Taxes on adjusted net income		7,299			7,231		9,419		14,530		17,745
Adjusted net income (non-GAAP)	$	20,998		$	21,312	$	25,583	$	42,310	$	48,964

Basic earnings per share (GAAP)	$	0.48		$	0.48	$	0.57	$	0.96	$	1.10
Diluted earnings per share (GAAP)		0.48			0.47		0.56		0.95		1.08
Adjusted basic earnings per share (non-GAAP)		0.46			0.48		0.58		0.94		1.10
Adjusted diluted earnings per share (non-GAAP)		0.46			0.47		0.56		0.93		1.08

The following provides an overview of some of the factors impacting our financial performance for the three month period ended June 30, 2024, compared to the like period ended June 30, 2023:

●	Net interest and dividend income was $59.7 million for the second quarter of 2024, compared to $63.6 million for the second quarter of 2023. The reduction in interest and dividend income in the second quarter of 2024 was primarily due to higher deposit costs and a decrease in securities income primarily due to a reduction in balances, partially offset by higher loan yields.

●

We recorded a net provision for credit losses of $3.8 million in the second quarter of 2024, driven by a $4.0 million increase in the allowance for credit losses on loans based on historical loss rate updates driven by higher charge offs in commercial real estate-investor, downward risk rating migration, and our assessment of estimated future credit losses, net of a reversal of $199,000 in our allowance for unfunded commitments based on an adjustment of historical benchmark assumptions, such as funding rates and the period used to forecast those rates, within the ACL calculation. We recorded a net provision for credit losses of $2.0 million in the second quarter of 2023.

●

Noninterest income was $11.1 million for the second quarter of 2024, compared to $8.2 million for the second quarter of 2023. Contributing to the growth in noninterest income was a $321,000 increase in wealth management income, a $146,000 increase in service charges on deposits, and no security gains or losses during the second quarter of 2024 compared to $1.5 million of net losses in the second quarter of 2023. Also contributing to the growth in noninterest income was a $402,000 increase in the cash surrender value of BOLI due to market interest rate changes and an $893,000 death benefit realized on BOLI. These increases were partially offset by a decrease of $261,000 in mortgage banking revenue, and a $113,000 decrease in card related income.

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●

Noninterest expense was $37.9 million for the second quarter of 2024, compared to $34.8 million for the second quarter of 2023, an increase of $3.1 million, or 8.7%. Contributing to the increase in noninterest expense in the second quarter of 2024 was higher salaries and employee benefits as well as increases in occupancy, furniture and equipment, computer and data processing, advertising expenses, and consulting & management fees. Partially offsetting the increase in noninterest expense was a reduction in FDIC insurance and other expenses.

●	We had a provision for income tax expense of $7.3 million for the second quarter of 2024, compared to a provision for income tax expense of $9.4 million for the second quarter of 2023. The effective tax rate for these two periods was 25.0% and 26.9%, respectively.

●

Our community-focused banking franchise experienced a decrease of $66.4 million in total loans in the second quarter of 2024, compared to the year ended December 31, 2023, and a decrease of $38.9 million in total loans compared to the second quarter of 2023. We believe we are positioned for loan growth for the remainder of 2024, though likely at a slower pace than in recent years, as we continue to serve our customers’ needs in a competitive economic environment. We continue to seek to provide value to our customers and the communities in which we operate, by executing on growth opportunities in our local markets and developing new banking relationships, while seeking to ensure the safety and soundness of our Bank, our customers, and our employees.

●

Nonaccrual loans decreased $25.6 million as of June 30, 2024, compared to December 31, 2023, and decreased $19.0 million compared to June 30, 2023. The reduction in nonaccrual loans in the second quarter of 2024, compared to December 31, 2023, was primarily due to $9.8 million of charge-offs year to date, primarily due to two charge-offs totaling $5.1 million for a large healthcare loan and two charge-offs totaling $4.1 million for two CRE-investor loans, as well as $11.6 million of paid off loans, and two loans totaling $3.4 million that were transferred to OREO. The decrease in nonaccrual loans year over year is due to various large charge-offs and an increase in paid off loans over the last twelve months, primarily related to the CRE-Investor portfolio, the majority of which are office and healthcare loans. Nonperforming loans as a percent of total loans was 1.2% as of June 30, 2024, compared to 1.7% as of December 31, 2023, and 1.5% as of June 30, 2023. Classified assets decreased to $129.3 million as of June 30, 2024, which is $8.6 million, or 6.2%, less than December 31, 2023, and $976,000, or 0.8%, more than June 30, 2023.

Critical Accounting Estimates

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry. These policies require the reliance on estimates and assumptions, which may prove inaccurate or are subject to variations. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements. Future changes in information may affect these estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the consolidated financial statements. Changes in underlying factors, assumptions, or estimates could have a material impact on our future financial condition and results of operations.

Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting policies or the estimates made pursuant to those policies during the most recent quarter from those disclosed in our 2023 Annual Report in Form 10-K.

Non-GAAP Financial Measures

This report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the presentation of net interest income and net interest margin on a tax equivalent (“TE”) basis, adjusted net income, adjusted basic and diluted earnings per share, our adjusted efficiency ratio, and our tangible common equity to tangible assets ratio. Management believes that the presentation of these non-GAAP financial measures (a) provides important supplemental information that contributes to a proper understanding of our operating performance, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation of our performance to investors. However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These measures should not be considered an alternative to our GAAP results. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented below or alongside the first instance where each non-GAAP financial measure is used. 41

Table of Contents Results of Operations

Overview

Three months ended June 30, 2024 and 2023

Our income before taxes was $29.2 million in the second quarter of 2024 compared to $35.0 million in the second quarter of 2023. This decrease in pretax income was primarily due to a $3.9 million decrease in net interest and dividend income, a $1.8 million increase in provision for credit losses, and a $3.0 million increase in noninterest expenses. Income before taxes was positively impacted by a $2.9 million increase in noninterest income, primarily due to no security gains or losses in the second quarter of 2024 compared to $1.5 million of security losses, net, in the second quarter of 2023, as well as an $893,000 death benefit realized on BOLI; no death benefit was recorded in the prior year like period. Noninterest expense increased by $3.0 million primarily due to a $1.6 million increase in salary and employee benefits expense, an $894,000 increase in computer and data processing expenses, and a $369,000 increase in advertising expenses in the second quarter of 2024. Our net income was $21.9 million, or $0.48 per diluted share, for the second quarter of 2024, compared to net income of $25.6 million, or $0.56 per diluted share, for the second quarter of 2023. The Bank remains well positioned to navigate uncertain macroeconomics; we have mitigated interest rate risk, controlled expenses in an inflationary environment, and actively managed daily liquidity. Furthermore, we continue to possess strong liquidity metrics and a short duration securities portfolio for short term funding needs.

Net interest and dividend income was $59.7 million in the second quarter of 2024, compared to $63.6 million in the second quarter of 2023. The $3.9 million decrease was driven by an increase in interest expense in the second quarter of 2024, compared to the second quarter of 2023, primarily due to exception pricing on deposit accounts and product migration into term deposits. Decreases in our securities portfolio also contributed to the decrease in net interest and dividend income during the second quarter of 2024. Partially offsetting the decrease in net interest and dividend income during the second quarter of 2024, compared to the like quarter a year ago, was growth in our loan related interest income due to the effect of higher market interest rates on our loan portfolios.

Six months ended June 30, 2024 and 2023

Our income before taxes was $57.7 million for the six months ended June 30, 2024, compared to $67.0 million for the six months ended June 30, 2023. This decrease in pretax income was primarily due to an $8.2 million decrease in net interest and dividend income, a $1.7 million increase in provision for credit losses, and a $5.4 million increase in noninterest expenses. These changes were partially offset by a $6.1 million increase in noninterest income, primarily due to no security gains or losses in the first six months of 2024 compared to $3.2 million of security losses, net, recorded in the first six months of 2023, a $1.3 million increase in the cash surrender value of BOLI, and an $893,000 death benefit realized on BOLI. Our net income was $43.2 million, or $0.95 per diluted share, for the six months ended June 30, 2024, compared to net income of $49.2 million, or $1.08 per diluted share, for the same period of 2023.

Net interest and dividend income was $119.5 million for the six months ended June 30, 2024, compared to $127.7 million for the same period of 2023. The $8.2 million decrease was primarily driven by an increase in interest expense in the first six months of 2024, compared to the first six months of 2023, driven by a rise in deposit interest rates stemming from exception pricing on deposit accounts. Also contributing to the decrease in net interest and dividend income was a $4.1 million decrease in securities related income due to the year over year decrease in the securities portfolio. Higher interest expenses were partially offset by the effect of higher market interest rates on our loan portfolio, which contributed to the $6.1 million increase in loan related income. Also offsetting the decrease in net interest and dividend income year over year was a reduction in senior debt expense recorded in the first six month of 2024 as the senior notes were redeemed on June 30, 2023, resulting in no senior debt interest expense after that time.

Net Interest Income

Net interest income, which is our primary source of earnings, is the difference between interest income earned on interest-earning assets, such as loans and investment securities, as well as accretion income on purchased loans, and interest incurred on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends upon the relative mix of interest-earning assets and interest-bearing liabilities, the ratio of interest-earning assets to total assets and of interest-bearing liabilities to total funding sources, and movements in market interest rates. Our net interest income can be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of nonearning assets including nonperforming loans and OREO, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, early withdrawal of deposits, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve, and balance sheet growth or contraction.

Table of Contents Three months ended June 30, 2024 and 2023

The increased yield of six basis points on interest earning assets compared to the linked period was driven by repricing within the loan and taxable securities portfolios. Changes in the market interest rate environment impact earning assets at varying intervals depending on the repricing timeline of loans and securities, as well as securities maturity, paydown and purchase and sale activities.

The year over year increase of 28 basis points on interest earning assets was primarily driven by increases to benchmark interest rates over the past twelve months, primarily impacting variable rate loans. Increases to market rates also impacted securities available for sale income during the quarter ended June 30, 2024. Average balances of securities available for sale decreased $225.2 million in the second quarter of 2024 compared to the prior year like quarter; however, the tax equivalent yield on the securities available for sale portfolio increased 15 basis points year over year due to variable security rate resets.

Average balances of interest-bearing deposit accounts have increased steadily during the second quarter of 2024, from $2.76 billion to $2.81 billion, as NOW and money market account average balances increased as well as time deposits average balance increases due to CD rate specials. The increase in average balances of interest-bearing deposit accounts was partially offset by reductions in savings accounts as customers sought higher yielding products. We have continued to control the cost of funds over the periods reflected, with the rate of overall interest-bearing deposits increasing to 133 basis points for the quarter ended June 30, 2024, from 118 basis points for the quarter ended March 31, 2024, and from 40 basis points for the quarter ended June 30, 2023. A 20 basis point increase in the cost of money market funds for the quarter ended June 30, 2024, compared to the prior linked quarter, and a 105 basis point increase compared to the prior year like quarter were both due to select deposit account exception pricing, and drove a significant portion of the overall increase. The increase in transactional account average balances for the linked quarter were slightly offset by a 15 basis point decrease in NOW accounts driven by a large commercial deposit customer moving into an off-balance sheet sweep product, which reduced the overall rates paid on exception priced NOW accounts. Average rates paid on time deposits for the quarter ended June 30, 2024, increased by 36 basis points and 221 basis points in the quarter over linked quarter and year over year quarters, respectively, primarily due to CD rate specials we offered.

Borrowing costs decreased in the second quarter of 2024, compared to the first quarter of 2024, primarily due to the $89.3 million decrease in average other short-term borrowings stemming from a decrease in average FHLB advances over the prior quarter. The decrease of $159.6 million year over year of average FHLB advances was based on daily liquidity needs, and was the primary driver of the $1.8 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. Senior notes had the most significant interest expense decrease year over year, as we redeemed all of the $45.0 million senior notes, net of deferred issuance costs, in June 2023, resulting in senior notes having no balance after that time.

Our net interest margin (GAAP) increased five basis points to 4.60% for the second quarter of 2024, compared to 4.55% for the first quarter of 2024, and decreased one basis point compared to 4.61% for the second quarter of 2023. Our net interest margin (TE) increased five basis points to 4.63% for the second quarter of 2024, compared to 4.58% for the first quarter of 2024, and decreased one basis point compared to 4.64% for the second quarter of 2023. The increase in the second quarter of 2024, compared to the prior quarter, was driven by market rates as well as the composition of assets and liabilities as interest income and expense remained relatively flat compared to the prior quarter while there was a $65.9 million reduction in interest earning assets. Matured securities were replaced with higher yielding positions and the decrease in average loans was primarily driven by lower yielding or nonaccrual credits due to the payoff, charge-off or upgrade of loans year-to-date. Higher deposit interest expense was offset by lower borrowing interest expense due to a decline in average other short-term borrowing. The decrease in our net interest margin (TE) in the second quarter of 2024, compared to the prior year like quarter, is primarily due to an increase in market interest rates, and the related increase in costs of interest-bearing deposits. See the discussion entitled “Non-GAAP Financial Measures” and the table on page 47 that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

Table of Contents Six months ended June 30, 2024 and 2023

The year over year increase of 35 basis points on interest earning assets was driven by increases to benchmark interest rates over the past twelve months. The securities portfolio was primarily impacted by maturities and paydowns of lower yielding assets and timely purchase of higher yielding securities as we work to increase the weighted average yield in the portfolio. Average securities available-for-sale decreased $272.7 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due to maturities, paydowns, and strategic sales. Due to market interest rate increases year over year, securities available-for-sale interest income yields were slightly higher in the six months ended June 30, 2024; however, the decrease in balances resulted in a reduction of securities income to $19.9 million for the six months ended June 30, 2024, compared to $24.1 million for the like 2023 period. Average loans, including loans held for sale, increased $2.3 million in the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The rising interest rate environment resulted in $124.9 million of loan and dividend interest income in the six months ended June 30, 2024, compared to $118.8 million in the like 2023 period.

Average balances of interest bearing deposit accounts have decreased steadily since June 30, 2023, through the six months ended June 30, 2024, from $2.93 billion to $2.78 billion, with these decreases reflected in all categories other than time deposits. We have continued to control the cost of funds over the periods reflected, with the rate of overall interest bearing deposits increasing by 93 basis points to 125 basis points from 32 basis points as of June 30, 2023. A 108 basis point increase in the cost of money market funds as of June 30, 2024, compared to June 30, 2023, was due to select deposit account exception pricing and drove a significant portion of the overall increase. Interest expense paid on time deposits also contributed to the growth in cost of deposits year over year, as the cost of average time deposits increased 226 basis points to 310 basis points for the six months ended June 30, 2024, compared to 84 basis points for the six months ended June 30, 2023, primarily due to CD rate specials we offered.

Market rates associated with borrowings increased in the six months ended June 30, 2024, compared to the like prior year period. Our borrowing interest expense was controlled over the past twelve months due to lower FHLB advance volumes and the redemption of senior notes and notes payable in 2023. Subordinated and junior subordinated debt interest expense remained flat over the periods presented. Senior notes had the most significant interest expense decrease year over year, as we redeemed all of the $45.0 million senior notes, net of deferred issuance costs, in June 2023, resulting in senior notes having no balance after that time. In February 2023, we paid off the remaining balance of $9.0 million on the original $20.0 million term note issued in 2020, resulting in notes payable and other borrowings having no balance after that time.

Our net interest margin (GAAP) decreased eight basis points to 4.58% for the six months ended June 30, 2024, compared to 4.66% for the six months ended June 30, 2023. Our net interest margin (TE) decreased nine basis points to 4.60% for the six months ended June 30, 2024, compared to 4.69% for the six months ended June 30, 2023. The decrease in the current period, compared to the prior year like period, is primarily due to higher interest expense related to the current interest rate environment and its effect on interest bearing deposits.

We continue to observe competitive pressure to maintain reduced interest rates on loans retained at renewal. While our loan prices are targeted to achieve certain returns on equity, significant competition for commercial and industrial loans as well as commercial real estate loans has put pressure on loan yields, and our stringent underwriting standards limit our ability to make higher-yielding loans.

The following tables set forth certain information relating to our average consolidated balance sheets and reflect the yield on average earning assets and cost of average interest bearing liabilities for the periods indicated. These yields reflect the related interest, on an annualized basis, divided by the average balance of assets or liabilities over the applicable period. Average balances are derived from daily balances. For purposes of discussion, net interest income and net interest income to total earning assets in the following tables have been adjusted to a non-GAAP TE basis using a marginal rate of 21% in 2024 and 2023 to compare returns more appropriately on tax-exempt loans and securities to other earning assets.

Table of Contents


Analysis of Average Balances,
Tax Equivalent Income / Expense and Rates
(Dollars in thousands - unaudited)

	Quarters Ended
	June 30, 2024						March 31, 2024						June 30, 2023
	Average			Income /		Rate	Average			Income /		Rate	Average			Income /		Rate
	Balance			Expense		%	Balance			Expense		%	Balance			Expense		%
Assets
Interest earning deposits with financial institutions	$	50,740		$	625	4.95	$	48,088		$	610	5.10	$	50,309		$	643	5.13
Securities:
Taxable		1,016,187			8,552	3.38		1,016,112			8,092	3.20		1,231,994			9,930	3.23
Non-taxable (TE)^1^		163,243			1,636	4.03		166,776			1,653	3.99		172,670			1,692	3.93
Total securities (TE)^1^		1,179,430			10,188	3.47		1,182,888			9,745	3.31		1,404,664			11,622	3.32
FHLBC and FRBC Stock		27,574			584	8.52		31,800			635	8.03		34,029			396	4.67
Loans and loans held-for-sale^1, 2^		3,958,504			62,180	6.32		4,019,377			62,698	6.27		4,040,202			61,591	6.11
Total interest earning assets		5,216,248			73,577	5.67		5,282,153			73,688	5.61		5,529,204			74,252	5.39
Cash and due from banks		54,286			-	-		54,533			-	-		56,191			-	-
Allowance for credit losses on loans		(43,468)			-	-		(44,295)			-	-		(53,480)			-	-
Other noninterest bearing assets		388,392			-	-		384,332			-	-		379,576			-	-
Total assets	$	5,615,458					$	5,676,723					$	5,911,491

Liabilities and Stockholders' Equity
NOW accounts	$	570,523		$	639	0.45	$	553,844		$	829	0.60	$	600,957		$	312	0.21
Money market accounts		691,214			2,915	1.70		689,996			2,575	1.50		762,967			1,245	0.65
Savings accounts		934,161			763	0.33		958,645			633	0.27		1,073,172			185	0.07
Time deposits		610,705			4,961	3.27		558,463			4,041	2.91		436,524			1,156	1.06
Interest bearing deposits		2,806,603			9,278	1.33		2,760,948			8,078	1.18		2,873,620			2,898	0.40
Securities sold under repurchase agreements		37,430			83	0.89		30,061			86	1.15		25,575			7	0.11
Other short-term borrowings		242,912			3,338	5.53		332,198			4,557	5.52		402,527			5,160	5.14
Junior subordinated debentures		25,773			288	4.49		25,773			280	4.37		25,773			281	4.37
Subordinated debentures		59,414			546	3.70		59,393			546	3.70		59,329			546	3.69
Senior notes		-			-	-		-			-	-		44,134			1,414	12.85
Notes payable and other borrowings		-			-	-		-			-	-		-			-	-
Total interest bearing liabilities		3,172,132			13,533	1.72		3,208,373			13,547	1.70		3,430,958			10,306	1.20
Noninterest bearing deposits		1,769,543			-	-		1,819,476			-	-		1,920,448			-	-
Other liabilities		68,530			-	-		60,024			-	-		48,434			-	-
Stockholders' equity		605,253			-	-		588,850			-	-		511,651			-	-
Total liabilities and stockholders' equity	$	5,615,458					$	5,676,723					$	5,911,491
Net interest income (GAAP)				$	59,690					$	59,783					$	63,580
Net interest margin (GAAP)						4.60						4.55						4.61

Net interest income (TE)^1^				$	60,044					$	60,141					$	63,946
Net interest margin (TE)^1^						4.63						4.58						4.64
Interest bearing liabilities to earning assets		60.81	%					60.74	%					62.05	%

^1^Represents a non-GAAP financial measure. See the discussion entitled “Reconciliation of Tax-Equivalent Non-GAAP Financial Measures” below that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent. Tax equivalent basis is calculated using a marginal tax rate of 21% in 2024 and 2023.

^2^ Interest income from loans is shown on a tax equivalent basis, which is a non-GAAP financial measure, as discussed in the table on page 47, and includes loan fee expense of $936,000 for the second quarter of 2024, $867,000 for the first quarter of 2024, and $242,000 for the second quarter of 2023. Nonaccrual loans are included in the above-stated average balances.

Table of Contents


Analysis of Average Balances,
Tax Equivalent Income / Expense and Rates
(Dollars in thousands - unaudited)

	Six Months Ended June 30,
	2024						2023
	Average			Income /		Rate	Average			Income /		Rate
	Balance			Expense		%	Balance			Expense		%
Assets
Interest earning deposits with financial institutions	$	49,414		$	1,235	5.03	$	49,812		$	1,228	4.97
Securities:
Taxable		1,016,150			16,644	3.29		1,280,873			20,665	3.25
Non-taxable (TE)^1^		165,009			3,289	4.01		172,995			3,385	3.95
Total securities (TE)^1^		1,181,159			19,933	3.39		1,453,868			24,050	3.34
Dividends from FHLBC and FRBC		29,687			1,219	8.26		29,492			676	4.62
Loans and loans held-for-sale ^1, 2^		3,988,941			124,878	6.30		3,986,644			118,819	6.01
Total interest earning assets		5,249,201			147,265	5.64		5,519,816			144,773	5.29
Cash and due from banks		54,410			-	-		55,668			-	-
Allowance for credit losses on loans		(43,882)			-	-		(51,450)			-	-
Other noninterest bearing assets		386,362			-	-		381,070			-	-
Total assets	$	5,646,091					$	5,905,104

Liabilities and Stockholders' Equity
NOW accounts	$	562,184		$	1,468	0.53	$	600,993		$	555	0.19
Money market accounts		690,605			5,490	1.60		798,199			2,073	0.52
Savings accounts		946,403			1,396	0.30		1,099,460			263	0.05
Time deposits		584,584			9,002	3.10		435,595			1,820	0.84
Interest bearing deposits		2,783,776			17,356	1.25		2,934,247			4,711	0.32
Securities sold under repurchase agreements		33,746			169	1.01		28,312			16	0.11
Other short-term borrowings		287,555			7,895	5.52		302,238			7,505	4.99
Junior subordinated debentures		25,773			568	4.43		25,773			560	4.37
Subordinated debentures		59,404			1,092	3.70		59,318			1,092	3.70
Senior note		-			-	-		44,365			2,408	10.92
Notes payable and other borrowings		-			-	-		2,685			87	6.52
Total interest bearing liabilities		3,190,254			27,080	1.71		3,396,938			16,379	0.97
Noninterest bearing deposits		1,794,509			-	-		1,961,397			-	-
Other liabilities		64,277			-	-		49,849			-	-
Stockholders' equity		597,051			-	-		496,920			-	-
Total liabilities and stockholders' equity	$	5,646,091					$	5,905,104
Net interest income (GAAP)				$	119,473					$	127,666
Net interest margin (GAAP)						4.58						4.66

Net interest income (TE)^1^				$	120,185					$	128,394
Net interest margin (TE)^1^						4.60						4.69
Interest bearing liabilities to earning assets		60.78	%					61.54	%

^2^ Interest income from loans is shown on a tax equivalent basis, which is a non-GAAP financial measure, as discussed in the table on page 47, and includes fee expense of $1.8 million and $973,000 for the six months ended June 30, 2024 and 2023, respectively. Nonaccrual loans are included in the above-stated average balances.

Table of Contents Reconciliation of Tax-Equivalent (TE) Non-GAAP Financial Measures

Net interest and dividend income (TE) and net interest income (TE) to average interest earning assets are non-GAAP measures that have been adjusted on a TE basis using a marginal rate of 21% for 2024 and 2023 to compare returns more appropriately on tax-exempt loans and securities to other earning assets. The table below provides a reconciliation of each non-GAAP (TE) measure to the GAAP equivalent for the periods indicated:


	Three Months Ended									Six Months Ended
	June 30,			March 31,			June 30,			June 30,
Net Interest Margin	2024		****	2024			2023			2024			2023


Interest income (GAAP)	$	73,223		$	73,330		$	73,886		$	146,553		$	144,045
Taxable-equivalent adjustment:
Loans		10			11			11			21			17
Securities		344			347			355			691			711
Interest and dividend income (TE)		73,577			73,688			74,252			147,265			144,773
Interest expense (GAAP)		13,533			13,547			10,306			27,080			16,379
Net interest income (TE)	$	60,044		$	60,141		$	63,946		$	120,185		$	128,394
Net interest income (GAAP)	$	59,690		$	59,783		$	63,580		$	119,473		$	127,666
Average interest earning assets	$	5,216,248		$	5,282,153		$	5,529,204		$	5,249,201		$	5,519,816
Net interest margin (TE)		4.63	%		4.58	%		4.64	%		4.60	%		4.69	%
Net interest margin (GAAP)		4.60	%		4.55	%		4.61	%		4.58	%		4.66	%

Noninterest Income

Three months ended June 30, 2024 and 2023

The following table details the major components of noninterest income for the periods presented:


										2nd Quarter 2024
Noninterest Income	Three Months Ended									Percent Change From
(Dollars in thousands)	June 30,			March 31,			June 30,			March 31,		June 30,
	2024		****	2024		****	2023		****	2024	****	2023
Wealth management	$	2,779		$	2,561		$	2,458		8.5		13.1
Service charges on deposits		2,508			2,415			2,362		3.9		6.2
Residential mortgage banking revenue
Secondary mortgage fees		65			50			76		30.0		(14.5)
MSRs mark to market (loss) gain		(238)			94			96		(353.2)		(347.9)
Mortgage servicing income		513			488			499		5.1		2.8
Net gain on sales of mortgage loans		468			314			398		49.0		17.6
Total residential mortgage banking revenue		808			946			1,069		14.6		(24.4)
Securities gains (losses), net		-			1			(1,547)		N/M		N/M
Change in cash surrender value of BOLI		820			1,172			418		(30.0)		96.2
Death benefit realized on BOLI		893			-			-		100.0		100.0
Card related income		2,577			2,376			2,690		8.5		(4.2)
Other income		742			1,030			773		(28.0)		(4.0)
Total noninterest income	$	11,127		$	10,501		$	8,223		6.0		35.3

N/M – Not meaningful.

Table of Contents Noninterest income increased $626,000, or 6.0%, in the second quarter of 2024, compared to the first quarter of 2024, and increased $2.9 million, or 35.3%, compared to the second quarter of 2023. The increase from the first quarter of 2024 was primarily driven by a $218,000 increase in wealth management income, an $893,000 death benefit realized on BOLI, and a $201,000 increase in card related income. Partially offsetting the increase in noninterest income from the prior quarter was a $138,000 decrease in residential mortgage banking revenue primarily due to a decrease of $332,000 in MSRs mark to market valuation, and a $352,000 decrease in the cash surrender value of BOLI, both of which were due to market interest rate changes, while MSRs were also impacted by a slight increase in prepayment speeds in the second quarter. Also offsetting the increase in noninterest income from the prior quarter was a $288,000 decrease in other income primarily due to a $172,000 incentive related to check order volumes received in the first quarter of 2024.

The increase in noninterest income of $2.9 million in the second quarter of 2024, compared to the second quarter of 2023, is primarily due to a $321,000 increase in wealth management income, a $146,000 increase in service charges on deposits, no security sales activity in the second quarter of 2024 compared to net losses on the sale of securities of $1.5 million in the second quarter of 2023, a $402,000 increase in the cash surrender value of BOLI due to changes in market interest rates, and an $893,000 death benefit realized on BOLI. These increases were partially offset by a $261,000 decrease in residential mortgage banking revenue mainly due to a decrease of $334,000 in MSRs mark to market valuation, and a $113,000 decrease in card related income.

Six months ended June 30, 2024 and 2023


Noninterest Income	Six Months Ended
(Dollars in thousands)	June 30,			June 30,			Percent
	2024		****	2023		****	Change
Wealth management	$	5,340		$	4,728		12.9
Service charges on deposits		4,923			4,786		2.9
Residential mortgage banking revenue
Secondary mortgage fees		115			135		(14.8)
MSRs mark to market loss		(144)			(429)		(66.4)
Mortgage servicing income		1,001			1,015		(1.4)
Net gain on sales of mortgage loans		782			704		11.1
Total residential mortgage banking revenue		1,754			1,425		23.1
Securities gains (losses), net		1			(3,222)		N/M
Change in cash surrender value of BOLI		1,992			660		201.8
Death benefit realized on BOLI		893			-		100.0
Card related income		4,953			4,934		0.4
Other income		1,772			2,262		(21.7)
Total noninterest income	$	21,628		$	15,573		38.9

N/M – Not meaningful.

Noninterest income increased $6.1 million, or 38.9%, for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. This increase was primarily driven by $1,000 of securities gains, net, compared to $3.2 million of security losses, net, in the prior year like period, a $1.3 million increase in the cash surrender value of BOLI due to market interest rate changes, an $893,000 death benefit realized on BOLI, a $612,000 increase in wealth management income primarily due to an increase in advisory fees, and a $137,000 increase in service charges on deposits. In addition, the current six month period increased due to a $329,000 increase in mortgage banking revenue, comprised primarily of a $285,000 decrease in MSRs mark to market losses. Partially offsetting these increases was a $490,000 decrease in other income, as the 2023 period reflected credits from a data service provider.

Table of Contents Noninterest Expense

Three months ended June 30, 2024 and 2023

The following table details the major components of noninterest expense for the periods presented:


										2nd Quarter 2024
Noninterest Expense	Three Months Ended									Percent Change From
(Dollars in thousands)	June 30,			March 31,			June 30,			March 31,		June 30,
	2024		****	2024		****	2023		****	2024	****	2023
Salaries	$	17,997		$	17,647		$	16,310		2.0		10.3
Officers' incentive		1,482			2,148			2,397		(31.0)		(38.2)
Benefits and other		3,945			4,517			3,091		(12.7)		27.6
Total salaries and employee benefits		23,424			24,312			21,798		(3.7)		7.5
Occupancy, furniture and equipment expense		3,899			3,927			3,639		(0.7)		7.1
Computer and data processing		2,184			2,255			1,290		(3.1)		69.3
FDIC insurance		616			667			794		(7.6)		(22.4)
Net teller & bill paying		578			521			515		10.9		12.2
General bank insurance		312			309			306		1.0		2.0
Amortization of core deposit intangible asset		574			580			618		(1.0)		(7.1)
Advertising expense		472			192			103		145.8		358.3
Card related expense		1,323			1,277			1,222		3.6		8.3
Legal fees		238			226			283		5.3		(15.9)
Consulting & management fees		797			336			520		137.2		53.3
Other real estate owned expense, net		(87)			46			(98)		(289.1)		(11.2)
Other expense		3,547			3,593			3,840		(1.3)		(7.6)
Total noninterest expense	$	37,877		$	38,241		$	34,830		(1.0)		8.7
Efficiency ratio (GAAP)^1^		53.29	%		53.59	%		46.84	%
Adjusted efficiency ratio (non-GAAP)^2^		52.68	%		53.09	%		46.49	%

^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, 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, litigation expense, and net gains on branch sales, divided by the sum of net interest income on a fully tax equivalent basis, total noninterest income less net gains or losses on securities, death benefits realized on BOLI, 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 Financial Measures” above and the table on page 51 that provides a reconciliation of this non-GAAP financial measure to the most comparable GAAP equivalent.

Noninterest expense for the second quarter of 2024 decreased $364,000, or 1.0%, compared to the first quarter of 2024, and increased $3.0 million, or 8.7%, compared to the second quarter of 2023. The decrease in the second quarter of 2024 compared to the first quarter of 2024 was attributable to a $888,000 decrease in salaries and employee benefits, with decreases reflected primarily in restricted stock expense, officers’ incentives, payroll taxes, and deferred executive compensation due to changes in market interest rates. Also contributing to the decrease in the second quarter of 2024 was a $71,000 decrease in computer and data processing expenses, a $51,000 decrease in FDIC insurance, and a $133,000 reduction in other real estate owned expense, net, as a gain of $259,000 was recorded on an OREO sale in the second quarter of 2024. Partially offsetting the decreases in noninterest expense in the second quarter of 2024 compared to the first quarter of 2024 was a $57,000 increase in net teller & bill paying expenses, a $280,000 increase in advertising expense primarily due to a new overdraft disclosure mailed to retail deposit customers, and a $461,000 increase in consulting & management fees primarily driven by ongoing systems projects and a deposit compliance matter.

Table of Contents The year over year increase in noninterest expense is primarily attributable to a $1.6 million increase in salaries and employee benefits, primarily due to increases in annual base salary rates, restricted stock expense, and deferred employee compensation due to market interest rate changes. Also contributing to the increase was a $260,000 increase in occupancy, furniture and equipment due to facilities improvements year over year, an $894,000 increase in computer and data processing primarily due to credits from our core data provider in the prior year period, a $369,000 increase in advertising expense, a $101,000 increase in card related expense, and a $277,000 increase in consulting & management fees. Partially offsetting the increases in noninterest expense in the second quarter of 2024, compared to the second quarter of 2023, was a $178,000 decrease in FDIC insurance, and a $293,000 decrease in other expenses.

Six months ended June 30, 2024 and 2023


Noninterest Expense	Six Months Ended
(Dollars in thousands)	June 30,			June 30,			Percent
	2024		****	2023		****	Change
Salaries	$	35,644		$	32,397		10.0
Officers' incentive		3,630			4,224		(14.1)
Benefits and other		8,462			7,425		14.0
Total salaries and employee benefits		47,736			44,046		8.4
Occupancy, furniture and equipment expense		7,826			7,114		10.0
Computer and data processing		4,439			3,064		44.9
FDIC insurance		1,283			1,378		(6.9)
Net teller & bill paying		1,099			1,017		8.1
General bank insurance		621			611		1.6
Amortization of core deposit intangible asset		1,154			1,242		(7.1)
Advertising expense		664			245		171.0
Card related expense		2,600			2,438		6.6
Legal fees		464			602		(22.9)
Consulting & management fees		1,133			1,310		(13.5)
Other real estate owned expense, net		(41)			208		(119.7)
Other expense		7,140			7,477		(4.5)
Total noninterest expense	$	76,118		$	70,752		7.6
Efficiency ratio (GAAP)^1^		53.44	%		47.18	%
Adjusted efficiency ratio (non-GAAP)^2^		52.88	%		47.08	%

^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 net gains on branch sales, divided by the sum of net interest income on a fully tax equivalent basis, total noninterest income less net gains or losses on securities, death benefits realized on BOLI, 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 Financial Measures” above and the table on page 51 that provides a reconciliation of this non-GAAP financial measure to the most comparable GAAP equivalent.

Noninterest expense for the six months ended June 30, 2024, increased $5.4 million, or 7.6%, compared to the six months ended June 30, 2023, primarily due to a $3.7 million increase primarily from increases in salaries and employee benefits due to higher annual base salary rates, restricted stock expense, and deferred employee compensation due to market interest rate changes. Computer and data processing increased $1.4 million as credits were received from our core data provider in the prior year period. Occupancy, furniture and equipment increased $712,000, or 10.0%, as multiple branch improvements and office updates were completed over the past year. Advertising expenses increased $419,000 primarily due to a new overdraft disclosure mailed to retail deposit customers in 2024. In addition, card related expense increased $162,000 primarily due to additional customer volumes. Partially offsetting these increases were a $95,000 decrease in FDIC insurance, a $138,000 decrease in legal fees, a $177,000 decrease in consulting & management fees, a $249,000 decrease in net OREO expenses, and a $337,000 decrease in other expenses.

Table of Contents Reconciliation of Adjusted Efficiency Ratio Non-GAAP Financial Measures


	GAAP									Non-GAAP
		Three Months Ended									Three Months Ended
	June 30,			March 31,			June 30,			June 30,			March 31,			June 30,
	2024			2024			2023			2024			2024			2023
Efficiency Ratio / Adjusted Efficiency Ratio

Noninterest expense	$	37,877		$	38,241		$	34,830		$	37,877		$	38,241		$	34,830
Less amortization of core deposit		574			580			618			574			580			618
Less other real estate expense, net		(87)			46			(98)			(87)			46			(98)
Less losses on branch sales, net		N/A			N/A			N/A			-			-			29
Noninterest expense less adjustments	$	37,390		$	37,615		$	34,310		$	37,390		$	37,615		$	34,281

Net interest income	$	59,690		$	59,783		$	63,580		$	59,690		$	59,783		$	63,580
Taxable-equivalent adjustment:
Loans		N/A			N/A			N/A			10			11			11
Securities		N/A			N/A			N/A			344			347			355
Net interest income including adjustments		59,690			59,783			63,580			60,044			60,141			63,946
Noninterest income		11,127			10,501			8,223			11,127			10,501			8,223
Less death benefit related to BOLI		893			-			-			893			-			-
Less securities gains (losses)		-			1			(1,547)			-			1			(1,547)
Less MSRs mark to market (losses) gains		(238)			94			96			(238)			94			96
Taxable-equivalent adjustment:
Change in cash surrender value of BOLI		N/A			N/A			N/A			456			311			111
Noninterest income (excluding) / including adjustments		10,472			10,406			9,674			10,928			10,717			9,785

Net interest income including adjustments plus noninterest income (excluding) / including adjustments	$	70,162		$	70,189		$	73,254		$	70,972		$	70,858		$	73,731
Efficiency ratio / Adjusted efficiency ratio		53.29	%		53.59	%		46.84	%		52.68	%		53.09	%		46.49	%

N/A - not applicable


	GAAP						Non-GAAP
		Six Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2024			2023			2024			2023
Efficiency Ratio / Adjusted Efficiency Ratio
(Dollars in thousands)

Noninterest expense	$	76,118		$	70,752		$	76,118		$	70,752
Less amortization of core deposit intangible		1,154			1,242			1,154			1,242
Less other real estate expense, net		(41)			208			(41)			208
Less gains on branch sales		N/A			N/A			-			(277)
Noninterest expense less adjustments	$	75,005		$	69,302		$	75,005		$	69,579

Net interest income	$	119,473		$	127,666		$	119,473		$	127,666
Taxable-equivalent adjustment:
Loans		N/A			N/A			21			17
Securities		N/A			N/A			691			711
Net interest income including adjustments		119,473			127,666			120,185			128,394
Noninterest income		21,628			15,573			21,628			15,573
Less death benefit related to BOLI		893			-			893			-
Less securities gains (losses), net		1			(3,222)			1			(3,222)
Less MSRs mark to market losses		(144)			(429)			(144)			(429)
Taxable-equivalent adjustment:
Change in cash surrender value of BOLI		N/A			N/A			767			175
Noninterest income (excluding) / including adjustments		20,878			19,224			21,645			19,399

Net interest income including adjustments plus noninterest income (excluding) / including adjustments	$	140,351		$	146,890		$	141,830		$	147,793
Efficiency ratio / Adjusted efficiency ratio		53.44	%		47.18	%		52.88	%		47.08	%

N/A - not applicable

Table of Contents Income Taxes

We recorded income tax expense of $7.3 million for the second quarter of 2024 on $29.2 million of pretax income, compared to income tax expense of $7.2 million on $28.5 million of pretax income in the first quarter of 2024, and income tax expense of $9.4 million on $35.0 million of pretax income in the second quarter of 2023. Our effective tax rate was 25.0% in the second quarter of 2024, 25.3% for the first quarter of 2024, and 26.9% for the second quarter of 2023.

Income tax expense reflected all relevant statutory tax rates and GAAP accounting. There were no significant changes in our ability to utilize our deferred tax assets during the quarter ended June 30, 2024. We had no valuation reserve on the deferred tax assets as of June 30, 2024.

Financial Condition

Total assets decreased $60.1 million to $5.66 billion at June 30, 2024, from $5.72 billion at December 31, 2023, due primarily to the decrease of $19.2 million in securities available-for-sale and the decrease of $66.4 million in total loans. The decrease in securities available-for-sale and loans is primarily due to maturities and paydowns. These decreases were partially offset by increases in cash and cash equivalents of $20.7 million, increases in premises and equipment of $3.6 million, increases in other real estate owned of $1.8, and increases in BOLI of $1.2 million. We continue to actively assess potential investment opportunities to utilize our excess liquidity. Total deposits were $4.52 billion at June 30, 2024, a decrease of $49.0 million from December 31, 2023.


											June 30, 2024
Securities		As of									Percent Change From
(Dollars in thousands)		June 30,			December 31,			June 30,			December 31,		June 30,
	****	2024		****	2023		****	2023		****	2023	****	2023
Securities available-for-sale, at fair value
U.S. Treasuries		$	191,274		$	169,574		$	214,613		12.8		(10.9)
U.S. government agencies			37,298			56,959			55,981		(34.5)		(33.4)
U.S. government agencies mortgage-backed			96,872			106,370			115,140		(8.9)		(15.9)
States and political subdivisions			220,265			227,065			227,599		(3.0)		(3.2)
Corporate bonds			-			-			4,882		N/M		(100.0)
Collateralized mortgage obligations			386,055			392,544			407,495		(1.7)		(5.3)
Asset-backed securities			64,877			68,436			136,254		(5.2)		(52.4)
Collateralized loan obligations			177,020			171,881			173,658		3.0		1.9
Total securities		$	1,173,661		$	1,192,829		$	1,335,622		(1.6)		(12.1)

N/M – Not meaningful.

Table of Contents Securities available-for-sale decreased $19.2 million as of June 30, 2024, compared to December 31, 2023, and decreased $162.0 million compared to June 30, 2023. The decrease in the portfolio during year to date 2024 was driven by paydowns totaling $74.7 million, securities sales totaling $5.3 million, and maturities totaling $97.0 million, partially offset by $157.9 million in purchases. We continue to position the portfolio in higher credit quality, shorter duration securities with an appropriate mix of fixed- and floating-rate exposures.


							June 30, 2024
Loans	As of						Percent Change From
(Dollars in thousands)	June 30,		December 31,		June 30,		December 31,		June 30,
	2024		2023		2023		2023	****	2023
Commercial	$	809,443	$	841,697	$	820,027	(3.8)		(1.3)
Leases		452,957		398,223		314,919	13.7		43.8
Commercial real estate – investor		1,014,345		1,034,424		1,080,073	(1.9)		(6.1)
Commercial real estate – owner occupied		745,938		796,538		824,277	(6.4)		(9.5)
Construction		185,634		165,380		189,058	12.2		(1.8)
Residential real estate – investor		50,371		52,595		55,935	(4.2)		(9.9)
Residential real estate – owner occupied		218,974		226,248		218,205	(3.2)		0.4
Multifamily		388,743		401,696		383,184	(3.2)		1.5
HELOC		99,037		103,237		102,058	(4.1)		(3.0)
Other ^1^		11,153		22,915		27,789	(51.3)		(59.9)
Total loans	$	3,976,595	$	4,042,953	$	4,015,525	(1.6)		(1.0)

^1^ The “Other” segment includes consumer loans and overdrafts.

Total loans were $3.98 billion as of June 30, 2024, a decrease of $66.4 million from December 31, 2023. The decrease in total loans in the first six months of 2024, compared to December 31, 2023, was due primarily to paydowns, net of originations, within commercial real estate – owner occupied of $50.6 million, commercial of $32.3 million, commercial real estate – investor of $20.1 million and multifamily of $13.0 million, partially offset by net increases in leases of $54.7 million and construction of $20.3 million. Total loans decreased $38.9 million from June 30, 2023, to June 30, 2024, primarily due to paydowns, net of originations, within commercial real estate – owner occupied of $78.3 million, commercial real estate - investor of $65.7 million, and commercial of $10.6 million, partially offset by net increases in leases of $138.0 million. As required by CECL, the balance (or amortized cost basis) of purchased credit deteriorated loans, or PCD loans (discussed below) is carried on a gross basis, rather than net of the associated credit loss estimate, and the expected credit losses for PCD loans are estimated and separately recognized as part of the allowance for credit losses, or ACL.

The quality of our loan portfolio is impacted not only by our credit decisions but also by the economic health of the communities in which we operate. Since we are located in a corridor with significant open space and undeveloped real estate, real estate lending (including commercial real estate, construction, residential, multifamily, and HELOCs) has been and continues to be a sizeable portion of our portfolio. These categories comprised 68.0% of the portfolio as of June 30, 2024, compared to 68.8% of the portfolio as of December 31, 2023. At June 30, 2024, our outstanding commercial real estate loans and undrawn commercial real estate commitments, excluding owner occupied real estate, were equal to 259.7% of our Tier 1 capital plus allowance for credit losses, a decrease from 286.9% at December 31, 2023. We continue to oversee and seek to manage our loan portfolio in accordance with interagency guidance on risk management.

Asset Quality

Nonperforming loans consist of nonaccrual loans and loans 90 days or greater past due. Nonperforming loans decreased by $21.9 million to $46.9 million at June 30, 2024 from $68.8 million at December 31, 2023, and decreased $14.4 million from $61.2 million at June 30, 2023. Purchased credit deteriorated loans, or PCD loans, are purchased loans that, as of the date of acquisition, we determined had experienced a more-than-insignificant deterioration in credit quality since origination. PCD loans and their related deferred loan costs are included in our nonperforming loan disclosures, if such loans otherwise meet the definition of a nonperforming loan. Management continues to carefully monitor loans considered to be in a classified status. Nonperforming loans as a percent of total loans were 1.2% as of June 30, 2024, 1.7% as of December 31, 2023, and 1.5% as of June 30, 2023. The distribution of our nonperforming loans is shown in the following table.

Table of Contents


							June 30, 2024
Nonperforming Loans	As of						Percent Change From
(Dollars in thousands)	June 30,		December 31,		June 30,		December 31,	June 30,
	2024		2023		2023		2023	2023
Commercial	$	2,654	$	2,025	$	1,544	31.1	71.9
Leases		284		639		758	(55.6)	(62.5)
Commercial real estate – investor		9,954		16,572		31,613	(39.9)	(68.5)
Commercial real estate – owner occupied		22,091		34,946		18,857	(36.8)	17.2
Construction		5,740		7,162		116	(19.9)	N/M
Residential real estate – investor		1,280		1,331		1,445	(3.8)	(11.4)
Residential real estate – owner occupied		2,599		3,078		3,660	(15.6)	(29.0)
Multifamily		1,395		1,775		1,191	(21.4)	17.1
HELOC		869		1,251		2,049	(30.5)	(57.6)
Total nonperforming loans	$	46,866	$	68,779	$	61,233	(31.9)	(23.5)

N/M – Not meaningful.

The components of our nonperforming assets are shown in the following table.


										June 30, 2024
Nonperforming Assets	As of									Percent Change From
(Dollars in thousands)	June 30,			December 31,			June 30,			December 31,	June 30,
	2024		****	2023		****	2023		****	2023	2023
Nonaccrual loans	$	41,957		$	67,583		$	60,925		(37.9)	(31.1)
Loans past due 90 days or more and still accruing interest		4,909			1,196			308		310.5	N/M
Total nonperforming loans		46,866			68,779			61,233		(31.9)	(23.5)
Other real estate owned		6,920			5,123			761		35.1	809.3
Total nonperforming assets	$	53,786		$	73,902		$	61,994		(27.2)	(13.2)


30-89 days past due loans and still accruing interest	$	16,728		$	13,668		$	12,449
Nonaccrual loans to total loans		1.1	%		1.7	%		1.5	%
Nonperforming loans to total loans		1.2	%		1.7	%		1.5	%
Nonperforming assets to total loans plus OREO		1.4	%		1.8	%		1.5	%

Allowance for credit losses	$	42,269		$	44,264		$	55,314
Allowance for credit losses to total loans		1.1	%		1.1	%		1.4	%
Allowance for credit losses to nonaccrual loans		100.7	%		65.5	%		90.8	%

Table of Contents Loan charge-offs, net of recoveries, for the second quarter of 2024, prior linked quarter and year over year quarter are shown in the following table.


Loan Charge–offs, Net of Recoveries	Three Months Ended
(Dollars in thousands)	June 30,		% of	March 31,		% of	June 30,		% of
	2024		Total^1^	2024		Total^1^	2023		Total^1^
Commercial	$	(19)	(0.3)	$	(58)	(1.6)	$	298	59.0
Leases		81	1.4		(40)	(1.1)		(7)	(1.4)
Commercial real estate – investor		4,560	78.7		(67)	(1.8)		51	10.1
Commercial real estate – owner occupied		1,162	20.1		3,868	104.7		198	39.2
Residential real estate – investor		(3)	(0.1)		(2)	(0.1)		(5)	(1.0)
Residential real estate – owner occupied		(9)	(0.2)		(8)	(0.2)		(36)	(7.1)
HELOC		(15)	(0.3)		(17)	(0.5)		(24)	(4.8)
Other ^2^		37	0.7		19	0.6		30	6.0
Net charge–offs	$	5,794	100.0	$	3,695	100.0	$	505	100.0

^1^^^Represents the percentage of net charge-offs attributable to each category of loans.

^2^ The “Other” segment includes consumer and overdrafts.

Net charge-offs of $5.8 million were recorded for the second quarter of 2024, compared to net charge-offs of $3.7 million for the first quarter of 2024, and net charge-offs of $505,000 for the second quarter of 2023, reflecting continuing management attention to credit quality and remediation efforts. The net charge-offs for the second quarter of 2024 were primarily due to three commercial real estate – investor charge offs totaling $4.6 million and a $1.3 million charge off of a commercial real estate – owner occupied loan. The commercial real estate – owner occupied credit had a reported reserve allocation of $1.2 million prior to the second quarter of 2024 charge-off. We have continued our conservative loan valuations and aggressive recovery efforts on prior charge-offs.

Classified loans include nonaccrual loans and all other loans considered substandard. Classified assets include both classified loans and OREO. Loans classified as substandard are inadequately protected by either the current net worth and ability to meet payment obligations of the obligor, or by the collateral pledged to secure the loan, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and carry the distinct possibility that we will sustain some loss if deficiencies remain uncorrected.

The following table shows classified assets by segment for the following periods.


							June 30, 2024
Classified Assets	As of						Percent Change From
(Dollars in thousands)	June 30,		December 31,		June 30,		December 31,	June 30,
	2024		2023		2023		2023	2023
Commercial	$	19,142	$	8,414	$	22,245	127.5	(13.9)
Leases		284		818		974	(65.3)	(70.8)
Commercial real estate – investor		36,939		43,798		57,041	(15.7)	(35.2)
Commercial real estate – owner occupied		48,387		54,613		38,495	(11.4)	25.7
Construction		5,740		17,155		116	(66.5)	N/M
Residential real estate – investor		1,343		1,331		1,714	0.9	(21.6)
Residential real estate – owner occupied		2,734		3,216		3,660	(15.0)	(25.3)
Multifamily		6,810		1,775		1,191	283.7	471.8
HELOC		1,025		1,664		2,152	(38.4)	(52.4)
Other ^1^		1		-		-	N/M	N/M
Total classified loans		122,405		132,784		127,588	(7.8)	(4.1)
Other real estate owned		6,920		5,123		761	35.1	809.3
Total classified assets	$	129,325	$	137,907	$	128,349	(6.2)	0.8

^1^ The “Other” segment includes consumer loans and overdrafts.

N/M - Not meaningful

Table of Contents Total classified loans and classified assets decreased $10.4 million and $8.6 million as of June 30, 2024, from December 31, 2023, respectively. The decrease since December 31, 2023, is due to outflows of $40.3 million which consisted of $11.9 million loans paid off, $9.8 million charged off, $8.7 million of classified loans upgraded, $6.5 million of principal reductions through payments, and $3.4 million that transferred to OREO. The outflows are offset by the additions of $29.9 million, the majority of which consisted of five relationships totaling $28.2 million. Commercial loans were the majority of the additions, consisting of twelve loans totaling $18.6 million. The increase from June 30, 2023 is primarily due to additions to commercial real estate – owner occupied. Management monitors a ratio of classified assets to the sum of Bank Tier 1 capital and the ACL on loans as another measure of overall change in loan related asset quality, which is referred to as the “classified assets ratio.” The classified assets ratio was 18.98% for the period ended June 30, 2024, compared to 21.66% as of December 31, 2023, and 20.46% as of June 30, 2023.

Allowance for Credit Losses on Loans

The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for credit losses (“ACL”) at a level consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date.

At June 30, 2024, our ACL on loans totaled $42.3 million, and our ACL on unfunded commitments, included in other liabilities, totaled $2.5 million. In the second quarter of 2024, we recorded provision expense on loans of $4.0 million, based on historical loss rates, our assessment of nonperforming loan metrics and trends, downward risk rating migrations, and estimated future credit losses, and a $199,000 reversal of provision on unfunded commitments, primarily due to an adjustment of historical benchmark assumptions, such as funding rates and the period used to forecast those rates, within the ACL calculation. These adjustments resulted in a $3.8 million net impact to the provision for credit losses for the second quarter of 2024.

Management estimates the amount of provision required on a quarterly basis and records the appropriate provision expense, or release of expense, to maintain an adequate reserve for all potential and estimated credit losses on loans, leases and unfunded commitments. The ACL on loans totaled $42.3 million as of June 30, 2024, $44.3 million as of December 31, 2023, and $55.3 million as of June 30, 2023. Our ACL on loans to total loans was 1.1% as of June 30, 2024, and December 31, 2023, and 1.4% as of June 30, 2023. See Item 7 – Critical Accounting Estimates in the Management Discussion and Analysis in our 2023 Annual Report in Form 10-K for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged-off. 56

Table of Contents Below is a reconciliation of the activity in the allowance for credit losses on loans for the periods indicated (dollars in thousands):


		Three Months Ended								Six Months Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2024			2024			2023			2024			2023
Allowance at beginning of period	$	44,113		$	44,264		$	53,392		$	44,264		$	49,480
Charge–offs:
Commercial		3			15			380			18			407
Leases		81			-			-			81			882
Commercial real estate – investor		4,580			16			71			4,596			71
Commercial real estate – owner occupied		1,281			3,887			201			5,168			201
Construction		-			-			-			-			-
Residential real estate – investor		-			-			-			-			-
Residential real estate – owner occupied		-			-			-			-			-
Multifamily		-			-			-			-			-
HELOC		-			-			-			-			-
Other ^1^		66			70			81			136			194
Total charge–offs		6,011			3,988			733			9,999			1,755
Recoveries:
Commercial		22			73			82			95			233
Leases		-			40			7			40			16
Commercial real estate – investor		20			83			20			103			37
Commercial real estate – owner occupied		119			19			3			138			5
Construction		-			-			-			-			-
Residential real estate – investor		3			2			5			5			24
Residential real estate – owner occupied		9			8			36			17			46
Multifamily		-			-			-			-			-
HELOC		15			17			24			32			53
Other ^1^		29			51			51			80			96
Total recoveries		217			293			228			510			510
Net charge-offs		5,794			3,695			505			9,489			1,245
Provision for credit losses on loans		3,950			3,544			2,427			7,494			7,079
Allowance at end of period	$	42,269		$	44,113		$	55,314		$	42,269		$	55,314

Average total loans (exclusive of loans held–for–sale)	$	3,957,454		$	4,018,631		$	4,039,052		$	3,988,043		$	3,985,662
Net charge–offs to average loans		0.59	%		0.37	%		0.05	%		0.48	%		0.06	%
Allowance at period end to average loans		1.07	%		1.10	%		1.37	%		1.06	%		1.39	%

^1^ The “Other” segment includes consumer loans and overdrafts.

The coverage ratio of the ACL on loans to nonperforming loans was 90.2% as of June 30, 2024, which was an increase from the coverage ratio of 67.8% as of March 31, 2024, and a slight decrease from 90.3% as of June 30, 2023. When measured as a percentage of quarter to date average loans, our total ACL on loans was 1.07% at June 30, 2024, 1.10% at March 31, 2024, and 1.37% at June 30, 2023.

In management’s judgment, an adequate ACL has been established to encompass the current lifetime expected credit losses at June 30, 2024, and general changes in lending policy, procedures and staffing, as well as other external factors. However, there can be no assurance that actual losses will not exceed the estimated amounts in the future, based on unforeseen economic events, changes in business climates and the condition of collateral at the time of default and repossession. Continued volatility in the economic environment stemming from the impacts of and response to inflation, potential recession, and the war in Ukraine and the conflict in the Middle East, and the associated effects on our customers, or other factors, such as changes in business climates and the condition of collateral at the time of default or repossession, may revise our current expectations of future credit losses in future reporting periods.

Table of Contents Other Real Estate Owned

As of June 30, 2024, OREO totaled $6.9 million, reflecting an increase of $1.8 million from $5.1 million at December 31, 2023, and an increase of $6.2 million from $761,000 at June 30, 2023. There were two property additions totaling $3.4 million and one disposal totaling $1.6 million in the OREO portfolio during the second quarter of 2024. No valuation adjustments occurred in the second quarter of 2024, the fourth quarter of 2023, or the second quarter of 2023.


							June 30, 2024
OREO	Three Months Ended						Percent Change From
(Dollars in thousands)	June 30,		December 31,		June 30,		December 31,	June 30,
	2024		2023		2023		2023	2023
Balance at beginning of period	$	5,123	$	407	$	1,255	N/M	308.2
Property additions, net of acquisition adjustments		3,388		4,894		185	(30.8)	N/M
Less:
Proceeds from property disposals, net of participation purchase and of gains/losses		1,591		178		679	793.8	134.3
Balance at end of period	$	6,920	$	5,123	$	761	35.1	809.3

N/M - Not meaningful

In management’s judgment, the property valuation allowance as established presents OREO at current estimates of fair value less estimated costs to sell; however, there can be no assurance that additional losses will not be incurred on disposals or upon updates to valuations in the future.



OREO Properties by Type
(Dollars in thousands)	June 30, 2024				December 31, 2023				June 30, 2023
		Amount	% of Total			Amount	% of Total			Amount	% of Total
Single family residence	$	-	-	%	$	-	-	%	$	227	30	%
Lots (single family and commercial)		-	-			-	-			337	44
Vacant land		197	3			197	4			197	26
Multi-family		-	-			-	-			-	-
Commercial property		6,723	97			4,926	96			-	-
Total other real estate owned	$	6,920	100	%	$	5,123	100	%	$	761	100	%

Deposits and Borrowings


							June 30, 2024
Deposits	As of						Percent Change From
(Dollars in thousands)	June 30,		December 31,		June 30,		December 31,		June 30,
	2024		2023		2023		2023	****	2023
Noninterest bearing demand	$	1,728,487	$	1,834,891	$	1,897,694	(5.8)		(8.9)
Savings		908,826		971,334		1,050,453	(6.4)		(13.5)
NOW accounts		557,469		565,375		586,121	(1.4)		(4.9)
Money market accounts		695,131		671,240		731,459	3.6		(5.0)
Certificates of deposit of less than $100,000		304,195		266,035		240,848	14.3		26.3
Certificates of deposit of $100,000 through $250,000		223,137		180,289		148,070	23.8		50.7
Certificates of deposit of more than $250,000		104,483		81,582		62,937	28.1		66.0
Total deposits	$	4,521,728	$	4,570,746	$	4,717,582	(1.1)		(4.2)

Table of Contents Total deposits were $4.52 billion at June 30, 2024, which reflects a $49.0 million decrease from total deposits of $4.57 billion at December 31, 2023, and a decrease of $195.9 million from total deposits of $4.72 billion at June 30, 2023. The decrease in deposits at June 30, 2024, compared to December 31, 2023, was primarily due to decreases in non-interest bearing deposits of $106.4 million, savings accounts of $62.5 million, and NOW accounts of $7.9 million, partially offset by an increase of $23.9 million in money market accounts, and $103.9 million in time deposits. The decrease in deposits at June 30, 2024, compared to June 30, 2023, was primarily due to decreases in non-interest bearing deposits of $169.2 million, savings accounts of $141.6 million, NOW accounts of $28.7 million, and money market accounts of $36.3 million, partially offset by an increase in time deposits of $180.0 million. Total quarterly average deposits decreased $217.9 million, or 4.6%, in the year over year period, driven by declines in our average demand deposits of $150.9 million, and savings, NOW and money markets combined of $241.2 million. In general, the bulk of the decline in deposits year over year can be characterized as rate sensitive with significant flows and transfers into investing activities.

The following table presents estimated insured and uninsured deposits at June 30, 2024, and December 31, 2023 by deposit type, as well as the weighted average rates for each year to date ending period.


(Dollars in thousands)	June 30, 2024								December 31, 2023
	Total Deposits		Insured Deposits		Uninsured Deposits		Average Rate Paid		Total Deposits		Insured Deposits		Uninsured Deposits		Average Rate Paid
Noninterest bearing demand	$	1,728,487	$	1,129,090	$	599,397	-	%	$	1,834,891	$	1,137,089	$	697,802	-	%
Savings		908,826		853,603		55,223	0.30			971,334		905,163		66,171	0.11
NOW accounts		557,469		391,902		165,567	0.53			565,375		414,005		151,370	0.27
Money market accounts		695,131		462,474		232,657	1.60			671,240		473,006		198,234	0.80
Time deposits		631,815		537,328		94,487	3.10			527,906		452,000		75,906	1.45
Total	$	4,521,728	$	3,374,397	$	1,147,331	0.76	%	$	4,570,746	$	3,381,263	$	1,189,483	0.32	%

Collateralized public funds	$	253,790	$	16,673	$	237,117			$	247,202	$	15,211	$	231,991

Deposits declined 1.1% for the six months ended June 30, 2024, as a result of seasonal flows and overall stabilization. Balances continue to migrate into money market accounts and time deposits, as customers seek higher interest rates. Additionally, competitive pricing remains aggressive in our market which has increased the rates paid on deposits.

In addition to deposits, we used other liquidity sources for our funding needs in all periods presented, such as repurchase agreements and other short-term borrowings with the FHLBC. Securities sold under repurchase agreements totaled $46.5 million at June 30, 2024, a $20.1 million, or 75.8%, increase from $26.5 million at December 31, 2023, and an increase of $15.0 million, or 47.6%, from June 30, 2023. The outstanding balance of our short-term FHLBC borrowings was $330.0 million as of June 30, 2024, $405.0 million as of December 31, 2023, and $485.0 million as of June 30, 2023.

We are also indebted on $25.8 million of junior subordinated debentures, net of deferred issuance costs, as of June 30, 2024, which are related to the trust preferred securities issued by its statutory trust subsidiary, Old Second Capital Trust II (“Trust II”). The Trust II issuance converted from fixed to floating rate at three month LIBOR, which is now three month Term SOFR, plus 150 basis points beginning June 15, 2017. Upon conversion to a floating rate, we initiated a cash flow hedge which resulted in the total interest rate paid on this debt of 4.43% as of June 30, 2024, as compared to 6.77%, which was the rate paid during the period prior to the June 15, 2017, rate reset.

In the second quarter of 2021, we entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers pursuant to which we issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). We sold the Notes to eligible purchasers in a private offering, and the proceeds of this issuance were used for general corporate purposes. The Notes bear interest at a fixed annual rate of 3.50% through April 14, 2026, payable semi-annually in arrears. As of April 15, 2026, forward, the interest rate on the Notes will generally reset quarterly to a rate equal to three-month Term SOFR (as defined by the Note) plus 273 basis points, payable quarterly in arrears. The Notes have a stated maturity of April 15, 2031, and are redeemable, in whole are in part, on April 15, 2026, or any interest payment date thereafter, and at any time upon the occurrence of certain events. As of June 30, 2024, we had $59.4 million of subordinated debentures outstanding, net of deferred issuance costs.

In December 2016, we completed a $45.0 million senior note issuance. The notes had a ten-year term, and included interest payable semiannually at 5.75% for five years. Beginning December 31, 2021, the interest became payable quarterly at three month LIBOR plus 385 basis points. On June 30, 2023, the senior notes were redeemed in full. The remaining balance of deferred debt issuance costs of $362,000 related to these senior notes was recognized as interest expense as of June 30, 2023.

Table of Contents On February 24, 2023, we paid off the remaining $9.0 million balance in notes payable and other borrowings, resulting in no balance in this line item as of June 30, 2024, December 31, 2023, and June 30, 2023. The balance in notes payable was related to a $20.0 million term note originated with a correspondent bank in the first quarter of 2020, to facilitate the redemption of our Old Second Capital Trust I trust preferred securities and related junior subordinated debentures, completed on March 2, 2020.

Capital

As of June 30, 2024, total stockholders’ equity was $619.3 million, which was an increase of $42.1 million from $577.3 million as of December 31, 2023. This increase was largely attributable to net income of $43.2 million in the first six months of 2024, partially offset by $4.5 million of dividends paid to our common stockholders. In addition, total stockholders’ equity as of June 30, 2024, increased over December 31, 2023, due to a reduction in unrealized net losses on available-for-sale securities, which contributed to the overall decrease in accumulated other comprehensive loss of $2.0 million in the first six months of 2024, due to changes in market interest rates. Total stockholders’ equity as of June 30, 2024, increased $105.4 million compared to June 30, 2023 due to net income year over year and the decrease in accumulated other comprehensive loss of $25.4 million year over year.

The following table shows the regulatory capital ratios and the current well capitalized regulatory requirements for the Company and the Bank as of the dates indicated:


	Minimum Capital		Well Capitalized
	Adequacy with		Under Prompt
	Capital Conservation		Corrective Action		June 30,		December 31,		June 30,
	Buffer, if applicable^1^		Provisions^2^		2024		2023		2023
The Company
Common equity tier 1 capital ratio	7.00	%	N/A		12.41	%	11.37	%	10.29	%
Total risk-based capital ratio	10.50		N/A		15.12		14.06		13.16
Tier 1 risk-based capital ratio	8.50		N/A		12.94		11.89		10.80
Tier 1 leverage ratio	4.00		N/A		10.96		10.06		8.96

The Bank
Common equity tier 1 capital ratio	7.00	%	6.50	%	13.50	%	12.32	%	11.70	%
Total risk-based capital ratio	10.50		10.00		14.42		13.24		12.83
Tier 1 risk-based capital ratio	8.50		8.00		13.50		12.32		11.70
Tier 1 leverage ratio	4.00		5.00		11.43		10.41		9.70

^1^ Amounts are shown inclusive of a capital conservation buffer of 2.50%.

^2^ The prompt corrective action provisions are only applicable at the Bank level.

N/A - Not applicable

As part of its response to the impact of the COVID-19 pandemic, in the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition. As of June 30, 2024, our capital measures listed above include $951,000, which is the modified CECL transition adjustment.

As of June 30, 2024, the Company, on a consolidated basis, exceeded the minimum capital ratios to be deemed “well capitalized” and met the capital conservation buffer requirements. In addition to the above regulatory ratios, our GAAP common equity to total assets ratio, which is used as a performance measurement for capital analysis and peer comparisons, increased from 10.09% at December 31, 2023, to 10.94% at June 30, 2024. Our GAAP tangible common equity to tangible assets ratio was 9.39% at June 30, 2024, compared to 8.53% as of December 31, 2023. Our non-GAAP tangible common equity to tangible assets ratio, which management also considers a valuable performance measurement for capital analysis, increased from 8.56% at December 31, 2023, to 9.43% at June 30, 2024, primarily due to an increase in tangible common equity in the second quarter of 2024. The increase in tangible common equity was primarily due to an increase in retained earnings of $38.7 million.

Table of Contents

Reconciliation of Tangible Common Equity to Tangible Assets Ratio Non-GAAP Measure


	June 30, 2024						December 31, 2023
Tangible common equity	GAAP			Non-GAAP			GAAP			Non-GAAP
(Dollars in thousands)

Total Equity	$	619,335		$	619,335		$	577,281		$	577,281
Less: Goodwill and intangible assets		96,541			96,541			97,695			97,695
Add: Limitation of exclusion of core deposit intangible (80%)		N/A			2,014			N/A			2,243
Adjusted goodwill and intangible assets		96,541			94,527			97,695			95,452
Tangible common equity	$	522,794		$	524,808		$	479,586		$	481,829
Tangible assets
Total assets	$	5,662,700		$	5,662,700		$	5,722,799		$	5,722,799
Less: Adjusted goodwill and intangible assets		96,541			94,527			97,695			95,452
Tangible assets	$	5,566,159		$	5,568,173		$	5,625,104		$	5,627,347

Common equity to total assets		10.94	%		10.94	%		10.09	%		10.09	%
Tangible common equity to tangible assets		9.39	%		9.43	%		8.53	%		8.56	%

The non-GAAP intangible asset exclusion reflects the 80% core deposit limitation per Basel III guidelines within risk-based capital calculations, and is useful for us when reviewing risk-based capital ratios and equity performance metrics.

Liquidity

Liquidity is our ability to fund operations, to meet depositor withdrawals, to provide for customers’ credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on our cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds. In the second quarter of 2024, we experienced a decrease in loans and deposits. We managed the change in our funding through a reduction in average borrowings from the Federal Home Loan Bank of Chicago (“FHLBC”) in the current year to date period, compared to the prior year like period, which resulted in a minimal interest expense impact to our interest rate risk profile. The bank failures that occurred in 2023 exemplify the potentially serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institution’s ability to satisfy its obligations to depositors. We seek to ensure our funding needs are met by maintaining a level of liquidity through asset and liability management. We monitor our borrowing capacity at the FHLBC as part of our liquidity management process as supervised by our Asset and Liability Committee (“ALCO”) and reviewed by our Board of Directors. In addition, our senior management team monitors cash balances daily to ensure we have adequate liquidity to meet our operational and financing needs. As of June 30, 2024, our cash on hand liquidity totaled $120.9 million, an increase of $20.7 million over cash balances held as of December 31, 2023.

Net cash inflows from operating activities were $59.0 million during the first six months of 2024, compared with net cash inflows of $5.6 million in the same period of 2023. Proceeds from sales of loans held-for-sale, net of funds used to originate loans held-for-sale, were a source of outflows for the first six months of 2024 and 2023. Interest paid, net of interest received, combined with changes in other assets and liabilities were a source of inflows for the six months ended June 30, 2024, and a source of outflows for the like period of 2023. The management of investing and financing activities, as well as market conditions, determines the level and the stability of net interest cash flows. Management’s policy is to mitigate the impact of changes in market interest rates to the extent possible, as part of the balance sheet management process.

Net cash inflows from investing activities were $70.8 million in the six months ended June 30, 2024, compared to net cash inflows of $49.0 million in the same period in 2023. In the first six months of 2024, securities transactions accounted for net inflows of $19.2 million, and the principal change on loans accounted for net inflows of $54.0 million. In the first six months of 2023, securities transactions accounted for net inflows of $210.0 million, and principal on loans funded, net of paydowns, accounted for net outflows of $144.0 million.

Table of Contents Net cash outflows from financing activities in the six months ended June 30, 2024, were $109.1 million, compared with net cash outflows of $57.1 million in the six months ended June 30, 2023. Net deposit outflows in the first six months of 2024 were $48.9 million compared to net deposit outflows of $392.4 million in the first six months of 2023. Other short-term borrowings had $75.0 million of net cash outflows in the first six months of 2024, compared to net cash inflows of $395.0 million for other short-term borrowings in the first six months of 2023. Changes in securities sold under repurchase agreements accounted for inflows of $20.1 million and outflows of $624,000 for the six months ended June 30, 2024 and 2023, respectively. Dividends paid on our common stock totaled $4.5 million for both the six months ended June 30, 2024 and 2023. The purchase of treasury stock in the first six months of 2024 due to shares acquired with equity award vestings resulted in outflows of $791,000, compared to cash outflows of $605,000 in the first six months of 2023 related to shares acquired from equity award vestings.

Cash and cash equivalents for the six months ended June 30, 2024, totaled $120.9 million, as compared to $100.1 million as of December 31, 2023, and $112.6 million as of June 30, 2023. The increase in cash and cash equivalents for the six months ended June 30, 2024 was mainly attributable to the decrease in our loan and securities portfolios, partially offset by the decrease in customer deposits and other short-term borrowings during the first six months of 2024. The year over year cash and cash equivalents increase is driven by the decline in loans and securities, partially offset by decreased customer use of deposits and a reduction in other short-term borrowings. In addition to cash and cash equivalents on hand or held as deposits with other financial institutions, we rely on funding sources from customer deposits, cash flows from securities available-for-sale and loans, and a line of credit with the FHLBC to meet potential liquidity needs. These sources of liquidity are immediately available to satisfy any funding requirements due to depositor or borrower demands through the ordinary course of our business. Additional sources of funding available include a $30.0 million undrawn line of credit held by the Company with a third party financial institution, as well as unpledged securities available-for-sale.

Table of Contents Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As part of our normal operations, we are subject to interest-rate risk on the assets we invest in, primarily loans and securities, and the liabilities we fund, primarily customer deposits and borrowed funds. Fluctuations in interest rates may result in changes in the fair market values of our financial instruments, cash flows, and net interest income. Like most financial institutions, we have an exposure to changes in both short-term and long-term interest rates. A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in a volatile rate environment. We mitigate the impact of interest rate volatility to the Bank by managing our rate sensitivity under various scenarios.

The Federal Reserve Board (“FRB”) continues to hold rates unchanged through the second quarter of 2024, this was widely expected among market participants. The outlook of multiple rate cuts by market participants has come back into the picture for the second half of 2024. The softer labor market and broader disinflationary trends are conditions that the FRB looks for when evaluating lowering rates.

We manage interest rate risk within guidelines established by policy which are intended to limit the amount of rate exposure. In practice, we seek to manage our interest rate risk exposure within our guidelines so that such exposure does not pose a material risk to our future earnings. We manage various market risks in the normal course of our operations, including credit, liquidity risk, and interest-rate risk. Other types of market risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of our business activities and operations. In addition, since we do not hold a trading portfolio, we are not exposed to significant market risk from trading activities. Our interest rate risk exposures at June 30, 2024 and December 31, 2023, are outlined in the table below.

Our net income can be significantly influenced by a variety of external factors, including: overall economic conditions, policies and actions of regulatory authorities, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities other than those that are assumed, early withdrawal of deposits, exercise of call options on borrowings or securities, competition, a general rise or decline in interest rates, changes in the slope of the yield-curve, changes in historical relationships between indices (such as SOFR and Prime), and balance sheet growth or contraction. Our asset-liability committee seeks to manage interest rate risk under a variety of rate environments by structuring our on-balance sheet and off-balance sheet positions, which includes interest rate swap derivatives as discussed in Note 19 of our consolidated financial statements found in our Annual Report on Form 10-K for the year ended December 31, 2023. We seek to monitor and manage interest rate risk within approved policy guidelines and limits. Asset and liability modeling and tracking is performed and presented to the asset-liability committee and the Board of Directors no less than quarterly. The presentations discuss our current and historical interest rate risk posture, shifts in the balance sheet composition, and the impact of interest rate movements on earnings and equity. Our current balance sheet is a moderately asset sensitive profile, as our variable rate assets reprice faster than our longer duration, low beta deposit base. The market events of failed liquidity management at other banks have been discussed and reviewed by the asset-liability committee. The committee concluded that we continue to have a strong liquidity position and no new liquidity risks were identified. Prudently, we added new measures to assess liquidity risk and enhanced our reports to segment deposits by insured, uninsured, collateralized deposits; and monitor the bank’s funding sources and uses on a regular basis.

We also have a Risk Committee, chaired by our Chief Risk Officer, which reports no less than quarterly to senior management as well as our Board of Directors regarding compliance with risk tolerance limits, key risk factor changes, both internally and externally, due to portfolio changes as well as market conditions. Our enterprise risk management framework is governed by this committee, with input being provided by line of business managers, senior management and the Board.

We use simulation analysis to quantify the impact of various rate scenarios on our net interest income. Specific cash flows, repricing characteristics, and embedded options of the assets and liabilities held by us are incorporated into the simulation model. Earnings at risk are calculated by comparing the net interest income of a stable interest rate environment to the net interest income of a different interest rate environment in order to determine the percentage change. As of June 30, 2024, our net interest income profile remained sensitive to earnings gains, in both dollars and percentage, should interest rates rise. Our profile is less asset sensitive compared to December 31, 2023, due to shortening of term deposits and updates made to modeling of swap cashflows.

Table of Contents The following table summarizes the effect on annual income before income taxes based upon an immediate increase or decrease in interest rates of 0.5%, 1.0%, and 2.0%, with no change in the slope of the yield curve.


	Analysis of Net Interest Income Sensitivity
	Immediate Changes in Rates
(Dollars in thousands)		(2.0)	%	****	(1.0)	%	****	****	(0.5)	%	****	****	0.5	%	****	****	1.0	%	****	****	2.0	%
June 30, 2024
Dollar change	$	(34,147)		$	(16,994)			$	(8,367)			$	8,395			$	16,916			$	31,899
Percent change		(13.4)	%		(6.7)	%			(3.3)	%			3.3	%			6.7	%			12.5	%

December 31, 2023
Dollar change	$	(36,337)		$	(18,117)			$	(8,982)			$	9,354			$	18,818			$	36,453
Percent change		(14.7)	%		(7.3)	%			(3.6)	%			3.8	%			7.6	%			14.7	%

The amounts and assumptions used in the simulation model should not be viewed as indicative of expected actual results. Actual results will differ from simulated results due to timing, magnitude, balance sheet composition and frequency of interest rate changes as well as changes in market conditions and management strategies. The above results do not take into account any additional management action to mitigate potential risk.

Effects of Inflation

In management’s opinion, although changes in interest rates affect our financial condition to a far greater degree than changes in the inflation rate, we monitor both. The annual U.S. inflation rate for June 2024 was 3.0%, down from 3.5% quarter-over-quarter, while Core CPI eased to 3.3%. Inflationary pressures have subsided and are expected to continue trending down. The downside risks of high inflation put upwards pressure to our expenses, which could impact our profits. Furthermore, higher costs of living weaken the financial condition of our borrowers which could affect our credit profile. Inflation is moderating at a comfortable level and has minimal direct impact to our results.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of June 30, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2024, the Company’s internal controls were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified.

There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Table of Contents PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries, from time to time, are involved in collection suits in the ordinary course of business against its debtors and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Company.

Item 1.A. Risk Factors

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as cautionary statements contained in this Quarterly Report, on Form 10-Q, including those under the caption “Cautionary Note Regarding Forward-Looking Statements.”

There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchases

In December 2023, our board of directors authorized the repurchase of up to 2,234,896 shares of our common stock (the “Repurchase Program”). The Company received notice of non-objection in January 2024 from the Federal Reserve Bank of Chicago for the Repurchase Program. Under the Repurchase Program, repurchases may be made through December 31, 2024, will not exceed $17.50 per share, and the aggregate value of share repurchases will not exceed $39.1 million. We may make repurchases under the Repurchase Program from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means.

The actual means and timing of any repurchases, quantity of purchased shares and prices will be, subject to certain limitations, at the discretion of management and will depend on a number of factors, including, without limitation, market prices of our common stock, general market and economic conditions, and applicable legal and regulatory requirements. Repurchases under the Repurchase Program may be initiated, discontinued, suspended or restarted at any time provided that repurchases under the Repurchase Program after December 31, 2024, would require Federal Reserve non-objection or approval. We are not obligated to repurchase any shares under the Repurchase Program.

The following table presents our stock repurchases for the quarter ended June 30, 2024.


				Total Number of	Maximum Number
	Total			Shares Purchased	of Shares that May
	Number of		Average	as Part of Publicly	Yet Be
	Shares		Price Paid	Announced Plans	Purchased Under
	Purchased (a)		per Share (b)	or Programs (c)^1^	the Plans or Programs (d)
April 1, 2024 - April 30, 2024	-		-	-	2,234,896
May 1, 2024 - May 31, 2024	-		-	-	2,234,896
June 1, 2024 - June 30, 2024	-		-	-	2,234,896
Total	-	$	-	-	2,234,896

^1^ We announced our Repurchase Program, which will expire on December 31, 2024, unless further extended as described above, in our Current Report on Form 8-K filed on January 3, 2024, and 2,234,896 shares remained available for repurchase under the Repurchase Program as of June 30, 2024.

Item 3. Defaults Upon Senior Securities

None.

Table of Contents Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Plans

During the three months ended June 30, 2024, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Table of Contents Item 6. Exhibits

Exhibits:



31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at June 30, 2024 and December 31, 2023; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income (Loss) for the three and months ended June 30, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023; (v) Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Table of Contents SIGNATURES

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


	OLD SECOND BANCORP, INC.


		BY:	/s/ James L. Eccher
			James L. Eccher
			Chairman and Chief Executive Officer
			(principal executive officer)


		BY:	/s/ Bradley S. Adams
			Bradley S. Adams
			Executive Vice President,<br><br>Chief Operating Officer and Chief Financial Officer
			(principal financial and accounting officer)


DATE: August 8, 2024

UNITED STATES

Exhibit 31.1

I, James L. Eccher, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Old Second Bancorp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 8, 2024	/s/ James L. Eccher
	James L. Eccher
	Chairman and Chief Executive Officer

UNITED STATES

Exhibit 31.2

I, Bradley S. Adams, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Old Second Bancorp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 8, 2024	/s/ Bradley S. Adams
	Bradley S. Adams
	Executive Vice President,<br><br>Chief Operating Officer and<br><br>Chief Financial Officer

UNITED STATES

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Old Second Bancorp, Inc. (the “Company”) on Form 10-Q, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James L. Eccher, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Ay 13
August 8, 2024	/s/ James L. Eccher
	James L. Eccher
	Chairman and Chief Executive Officer<br>(principal executive officer)

UNITED STATES

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Old Second Bancorp, Inc. (the “Company”) on Form 10-Q, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley S. Adams, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

August 8, 2024	/s/ Bradley S. Adams
	Bradley S. Adams
	Executive Vice President,<br>Chief Operating Officer and<br><br>Chief Financial Officer<br>(principal financial and accounting officer)