OSBCHIGH SIGNALFINANCIAL10-K

OSBC completed its acquisition of Bancorp Financial on July 1, 2025, transforming from discussing a proposed merger to reporting the completed transaction with significant balance sheet expansion.

The completed acquisition represents a major corporate transformation, with the company successfully integrating Bancorp Financial and Evergreen Bank Group into its operations. The shift from forward-looking merger language to completed transaction reporting indicates successful execution of the strategic plan, though investors should monitor integration costs and credit quality given the substantial increase in provision for credit losses.

Comparing 2026-02-26 vs 2025-03-06View on EDGAR →
FINANCIAL ANALYSIS

The acquisition drove substantial growth across all major financial metrics, with total assets expanding 22% to $6.9B and stockholders' equity increasing 34% to $896.8M, demonstrating successful capital deployment. Net interest income grew 19% to $355.2M, though this was accompanied by higher interest expenses and a 142% surge in credit loss provisions to $6.8M, suggesting either acquired portfolio seasoning or more conservative provisioning. The company also returned significantly more capital to shareholders through increased dividends ($12.4M vs $3.2M) and share buybacks ($7.4M vs $1.0M) while reducing capital expenditures, indicating confidence in the post-merger financial position.

FINANCIAL STATEMENT CHANGES
Share Buybacks
Cash Flow
+607.3%
$1.0M$7.4M

Share repurchases increased 607.3% — management returning capital, signals confidence in intrinsic value.

Dividends Paid
Cash Flow
+292.3%
$3.2M$12.4M

Dividend payments increased 292.3% — management confidence in sustained cash generation.

Provision for Credit Losses
P&L
+141.5%
$2.8M$6.8M

Credit loss provisions surged 141.5% — management flagging significant deterioration in loan quality ahead.

Capital Expenditure
Cash Flow
-58.2%
$10.8M$4.5M

Capex reduced 58.2% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Interest Expense
P&L
+40.5%
$40.0M$56.3M

Interest expense surged 40.5% — significant debt increase or rising rates materially impacting earnings.

Stockholders Equity
Balance Sheet
+33.6%
$671.0M$896.8M

Equity base grew 33.6% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Cash & Equivalents
Balance Sheet
+24.9%
$99.3M$124.0M

Cash grew 24.9% — improving liquidity position supports investment and shareholder returns.

Total Assets
Balance Sheet
+22.2%
$5.6B$6.9B

Asset base grew 22.2% — expansion through organic growth, acquisitions, or capital deployment.

Total Liabilities
Balance Sheet
+20.6%
$5.0B$6.0B

Liabilities increased 20.6% — monitor debt-to-equity ratio and interest coverage.

Net Interest Income
P&L
+19.2%
$297.9M$355.2M

Net interest income grew 19.2% — benefiting from rate environment or loan book expansion.

LANGUAGE CHANGES
NEW — 2026-02-26
PRIOR — 2025-03-06
ADDED
( Bancorp Financial ) merger, and the continued anticipated strategic and financial benefits of the merger.
Intercompany transactions and balances are eliminated in consolidation.
Mergers and Acquisitions On July 1, 2025, we completed our previously announced acquisition of Bancorp Financial, Inc.
( Bancorp Financial ), pursuant to the agreement and plan of merger dated February 24, 2025.
At the effective time of the acquisition, Bancorp Financial merged with and into the Company, with the Company continuing as the surviving corporation.
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REMOVED
( Bancorp Financial ) with respect to their planned merger, the anticipated strategic and financial benefits of the merger and the timing of the closing of the proposed merger.
Because our 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.
entered into an Agreement and Plan of Merger (the merger agreement ).
The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Bancorp Financial will merge with and into Old Second, with Old Second continuing as the surviving entity (the merger ).
Immediately following the merger, Evergreen Bank Group ( Evergreen Bank ), an Illinois state-chartered bank and wholly-owned subsidiary of Bancorp Financial, will merge with and into Old Second National Bank, a national banking association and wholly-owned subsidiary of Old Second, with Old Second National Bank continuing as the surviving bank (the bank merger ).
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