This report and other publicly available documents of Old Second Bancorp, Inc. (“Old Second” or 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, regulatory developments, industry and economic trends and estimates and assumptions underlying accounting policies. Forward-looking statements also include expectations regarding the outlook and anticipated strategic and financial benefits resulting from the completed acquisition of Bancorp Financial, Inc. (“Bancorp Financial” or “BFI”). 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,” “implies,” “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 such as inflation or tariffs 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 as 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 trade disputes, 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, government shutdowns, 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; |
| ● | the possibility that the anticipated benefits of the acquisition of Bancorp Financial, Inc., which was completed July 1, 2025, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Old Second and Bancorp Financial do business, or as a result of other unexpected factors or events; |
| ● | the impact of purchase accounting with respect to the acquisition of Bancorp Financial, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value; |
| ● | reputational risks and potential negative reactions from customers, suppliers, employees or other business partners in response to the acquisition; |
| ● | adverse changes in business or employee relationships resulting from the acquisition and its implementation; |
| ● | the integration of the businesses and operations of Old Second and Bancorp Financial, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results affecting the combined organization; |
| ● | business disruptions or operational challenges that may arise following the acquisition of Bancorp Financial; and |
| ● | each of the factors and risks under the heading “Risk Factors” in our 2024 Annual Report on Form 10-K and in subsequent filings we make with the SEC. |
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.
