onb-20250930

Please wait

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 September 30, 2025


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

For the transition period from ____________ to ____________

Commission File Number 001-15817

Old National Bancorp

(Exact name of registrant as specified in its charter)


Indiana		35-1539838
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Main Street		47708
Evansville,	Indiana	(Zip Code)
(Address of principal executive offices)

(800) 731-2265

(Registrant’s telephone number, including area code)

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, no par value

ONB

NASDAQ

Global Select Market

Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A

ONBPP

NASDAQ

Global Select Market

Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C

ONBPO

NASDAQ

Global Select 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant has one class of common stock (no par value) with 390,773,000 shares outstanding at October 29, 2025.

OLD NATIONAL BANCORP

FORM 10-Q

TABLE OF CONTENTS


			Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (unaudited)		4
	Consolidated Statements of Income (unaudited)		5
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)		6
	Consolidated Statements of Changes in Shareholders’ Equity (unaudited)		7
	Consolidated Statements of Cash Flows (unaudited)		9
	Notes to Consolidated Financial Statements (unaudited)		11
	Note 1.	Basis of Presentation	11
	Note 2.	Recent Accounting Pronouncements	11
	Note 3.	Acquisition and Divestiture Activity	12
	Note 4.	Net Income Per Common Share	16
	Note 5.	Investment Securities	16
	Note 6.	Loans and Allowance for Credit Losses	19
	Note 7.	Leases	32
	Note 8.	Goodwill and Other Intangible Assets	33
	Note 9.	Qualified Affordable Housing Projects and Other Tax Credit Investments	34
	Note 10.	Securities Sold Under Agreements to Repurchase	35
	Note 11.	Federal Home Loan Bank Advances	36
	Note 12.	Other Borrowings	37
	Note 13.	Accumulated Other Comprehensive Income (Loss)	39
	Note 14.	Income Taxes	41
	Note 15.	Derivative Financial Instruments	41
	Note 16.	Commitments, Contingencies, and Financial Guarantees	46
	Note 17.	Fair Value	47
	Note 18.	Segment Information	53
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		55
	Forward-Looking Statements		55
	Financial Highlights		56
	Non-GAAP Financial Measures		58
	Executive Summary		61
	Results of Operations		62
	Financial Condition		68
	Risk Management		73
	Critical Accounting Estimates		80
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		80
Item 4.	Controls and Procedures		80
PART II.	OTHER INFORMATION		81
Item 1A.	Risk Factors		81
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		81
Item 5.	Other Information		81
Item 6.	Exhibits		82
SIGNATURE			83

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this report, references to “Old National,” “the Company,” “we,” “our,” “us,” and similar terms refer to the consolidated entity consisting of Old National Bancorp and its wholly owned subsidiaries. Old National Bancorp refers solely to the parent holding company, and Old National Bank refers to Old National Bancorp’s bank subsidiary.

The acronyms and abbreviations identified below are used throughout this report, including the Notes to Consolidated Financial Statements (Unaudited). You may find it helpful to refer to this page as you read this report.

AOCI: accumulated other comprehensive income (loss)

AQR: asset quality rating

ASC: Accounting Standards Codification

ASU: Accounting Standards Update

ATM: automated teller machine

BBCC: business banking credit center (small business)

Bremer: Bremer Financial Corporation

CapStar: CapStar Financial Holdings, Inc.

CECL: current expected credit loss

Common Stock: Old National Bancorp common stock, no par value

DTI: debt-to-income

FASB: Financial Accounting Standards Board

FDIC: Federal Deposit Insurance Corporation

FHLB: Federal Home Loan Bank

FHTC: Federal Historic Tax Credit

FICO: Fair Isaac Corporation

GAAP: U.S. generally accepted accounting principles

LGD: loss given default

LIHTC: Low Income Housing Tax Credit

Merger: merger between Old National and Bremer

N/A: not applicable

N/M: not meaningful

NASDAQ: NASDAQ Global Select Market

NMTC: New Markets Tax Credit

NOW: negotiable order of withdrawal

OCC: Office of the Comptroller of the Currency

PCD: purchased credit deteriorated

PD: probability of default

Preferred Stock: Old National Bancorp preferred stock

Renewable Energy: investment tax credits for solar projects

SEC: U.S. Securities and Exchange Commission

SOFR: Secured Overnight Financing Rate

OLD NATIONAL BANCORP

CONSOLIDATED BALANCE SHEETS


(dollars and shares in thousands, except per share data)	September 30, 2025		December 31, 2024
	(unaudited)
Assets
Cash and due from banks	$	491,910	$	394,450
Money market and other interest-earning investments	1,190,707		833,518
Total cash and cash equivalents	1,682,617		1,227,968
Equity securities, at fair value	126,281		91,996






Investment securities - available-for-sale, at fair value (amortized cost $12,144,753 and $8,480,508, respectively)	11,417,887		7,458,459
Investment securities - held-to-maturity, at amortized cost (fair value $2,518,672 and $2,471,138, respectively)	2,910,215		2,954,881
Federal Home Loan Bank/Federal Reserve Bank stock, at cost	494,720		378,705
Loans held-for-sale, at fair value	80,341		34,483
Loans:
Commercial	14,506,375		10,288,560
Commercial real estate	22,083,734		16,307,486
Residential real estate	8,190,127		6,797,586
Consumer	3,187,679		2,892,255
Total loans, net of unearned income	47,967,915		36,285,887
Allowance for credit losses on loans	(572,178)		(392,522)
Net loans	47,395,737		35,893,365
Premises and equipment, net	691,950		588,970


Goodwill	2,418,658		2,175,251
Other intangible assets	508,302		120,847
Company-owned life insurance	1,044,780		859,851
Accrued interest receivable and other assets	2,438,674		1,767,496
Total assets	$	71,210,162	$	53,552,272
Liabilities
Deposits:
Noninterest-bearing demand	$	12,691,658	$	9,399,019
Interest-bearing:
Checking and NOW	11,162,121		8,040,331
Savings	4,958,555		4,753,279
Money market	17,032,446		11,875,192
Time deposits	9,161,404		6,755,739
Total deposits	55,006,184		40,823,560
Federal funds purchased and interbank borrowings	1		385
Securities sold under agreements to repurchase	277,594		268,975
Federal Home Loan Bank advances	5,663,361		4,452,559
Other borrowings	825,425		689,618

Accrued expenses and other liabilities	1,128,326		976,825
Total liabilities	62,900,891		47,211,922
Shareholders’ Equity
Preferred stock, 2,000 shares authorized, 231 shares issued and outstanding	230,500		230,500
Common stock, no par value, $1.00 per share stated value, 600,000 shares authorized, 390,768 and 318,980 shares issued and outstanding, respectively	390,768		318,980
Capital surplus	5,961,394		4,570,865
Retained earnings	2,251,000		1,966,048
Accumulated other comprehensive income (loss), net of tax	(524,391)		(746,043)
Total shareholders’ equity	8,309,271		6,340,350
Total liabilities and shareholders’ equity	$	71,210,162	$	53,552,272

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF INCOME (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars and shares in thousands, except per share data)	2025		2024		2025		2024
Interest Income
Loans including fees:
Taxable	$	731,633	$	561,428	$	1,905,907	$	1,594,411
Nontaxable	20,252		12,703		47,019		39,048
Investment securities:
Taxable	143,155		83,567		353,569		241,349
Nontaxable	9,945		10,531		30,244		31,769
Money market and other interest-earning investments	12,207		11,696		35,813		32,992
Total interest income	917,192		679,925		2,372,552		1,939,569
Interest Expense
Deposits	272,601		229,727		703,184		630,972
Federal funds purchased and interbank borrowings	1,816		292		4,394		3,239
Securities sold under agreements to repurchase	731		612		1,918		2,168
Federal Home Loan Bank advances	57,143		47,719		158,081		133,529
Other borrowings	10,292		9,851		27,933		33,058
Total interest expense	342,583		288,201		895,510		802,966
Net interest income	574,609		391,724		1,477,042		1,136,603
Provision for credit losses	26,738		28,497		164,976		83,602
Net interest income after provision for credit losses	547,871		363,227		1,312,066		1,053,001
Noninterest Income
Wealth and investment services fees	39,684		29,117		105,149		86,779
Service charges on deposit accounts	27,856		20,350		72,890		57,598
Debit card and ATM fees	13,197		11,362		36,110		32,409
Mortgage banking revenue	10,442		7,669		27,353		19,211

Capital markets income	12,629		7,426		24,249		15,055
Company-owned life insurance	7,565		5,315		19,571		14,488
Debt securities gains (losses), net	7		(76)		(110)		(90)
Other income	19,081		12,975		71,560		33,481
Total noninterest income	130,461		94,138		356,772		258,931
Noninterest Expense
Salaries and employee benefits	211,345		147,494		561,762		456,490
Occupancy	34,442		27,130		93,927		80,696
Equipment	12,703		9,888		34,170		27,263
Marketing	15,093		11,036		40,792		32,954
Technology	36,122		23,343		89,594		67,368
Communication	7,742		4,681		16,890		13,161
Professional fees	13,598		7,278		43,448		24,236
FDIC assessment	14,095		11,722		37,204		32,711
Amortization of intangibles	26,184		7,411		52,644		20,291
Amortization of tax credit investments	7,057		3,277		16,296		8,773

Other expense	67,353		19,023		112,244		53,656
Total noninterest expense	445,734		272,283		1,098,971		817,599
Income before income taxes	232,598		185,082		569,867		494,333
Income tax expense	50,031		41,280		117,233		109,018
Net income	182,567		143,802		452,634		385,315
Preferred dividends	(4,034)		(4,034)		(12,101)		(12,101)
Net income applicable to common shareholders	$	178,533	$	139,768	$	440,533	$	373,214
Net income per common share - basic	$	0.46	$	0.44	$	1.24	$	1.21
Net income per common share - diluted	0.46		0.44		1.23		1.21
Weighted average number of common shares outstanding - basic	389,038		315,622		355,307		307,426
Weighted average number of common shares outstanding - diluted	390,496		317,331		357,278		308,605
Dividends per common share	$	0.14	$	0.14	$	0.42	$	0.42

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Net income	$	182,567	$	143,802	$	452,634	$	385,315

Other comprehensive income (loss):

Change in debt securities available-for-sale:
Unrealized holding gains (losses) for the period	94,794		216,995		262,771		154,498

Reclassification adjustment for securities (gains) losses realized in income	(7)		76		110		90
Income tax effect	(23,828)		(54,153)		(66,017)		(38,470)
Unrealized gains (losses) on available-for-sale securities	70,959		162,918		196,864		116,118

Change in securities held-to-maturity:

Amortization of unrecognized losses on securities transferred from available-for-sale	4,040		4,740		12,024		13,434
Income tax effect	(1,026)		(1,203)		(3,052)		(3,411)
Changes from securities held-to-maturity	3,014		3,537		8,972		10,023

Change in hedges:
Net unrealized derivative gains (losses) on hedges	(1,597)		23,654		14,328		(2,540)
Reclassification adjustment for (gains) losses realized in net income	3,275		4,936		7,004		14,560
Income tax effect	(434)		(7,393)		(5,516)		(3,108)
Changes from hedges	1,244		21,197		15,816		8,912





Other comprehensive income (loss), net of tax	75,217		187,652		221,652		135,053
Comprehensive income (loss)	$	257,784	$	331,454	$	674,286	$	520,368

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)


(dollars in thousands, except per share data)	Preferred Stock		Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
December 31, 2023	$	230,500	$	292,655	$	4,159,924	$	1,618,630	$	(738,809)	$	5,562,900


Net income	—		—		—		120,284		—		120,284
Other comprehensive income (loss)	—		—		—		—		(40,819)		(40,819)



Cash dividends:
Common ($0.14 per share)	—		—		—		(41,060)		—		(41,060)
Preferred ($17.50 per share)	—		—		—		(4,034)		—		(4,034)
Common stock issued for Employee Stock Purchase Plan (“ESPP”)	—		17		248		—		—		265
Common stock repurchased	—		(434)		(6,748)		—		—		(7,182)
Share-based compensation expense	—		—		5,491		—		—		5,491
Stock activity under incentive compensation plans	—		1,092		(1,373)		(156)		—		(437)
Balance, March 31, 2024	230,500		293,330		4,157,542		1,693,664		(779,628)		5,595,408
Net income	—		—		—		121,229		—		121,229
Other comprehensive income (loss)	—		—		—		—		(11,780)		(11,780)
Acquisition of CapStar Financial Holdings, Inc.	—		24,014		393,584		—		—		417,598
Cash dividends:
Common ($0.14 per share)	—		—		—		(44,656)		—		(44,656)
Preferred ($17.50 per share)	—		—		—		(4,033)		—		(4,033)
Common stock issued for ESPP	—		16		249		—		—		265
Common stock repurchased	—		(77)		(1,199)		—		—		(1,276)
Share-based compensation expense	—		—		9,062		—		—		9,062
Stock activity under incentive compensation plans	—		1,686		(8,273)		(158)		—		(6,745)
Balance, June 30, 2024	230,500		318,969		4,550,965		1,766,046		(791,408)		6,075,072
Net income	—		—		—		143,802		—		143,802
Other comprehensive income (loss)	—		—		—		—		187,652		187,652
Cash dividends:
Common ($0.14 per share)	—		—		—		(44,654)		—		(44,654)
Preferred ($17.50 per share)	—		—		—		(4,034)		—		(4,034)
Common stock issued for ESPP	—		15		239		—		—		254
Common stock repurchased	—		(15)		(272)		—		—		(287)
Share-based compensation expense	—		—		8,703		—		—		8,703
Stock activity under incentive compensation plans	—		(14)		941		(137)		—		790
Balance, September 30, 2024	$	230,500	$	318,955	$	4,560,576	$	1,861,023	$	(603,756)	$	6,367,298



OLD NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) – (Continued)
(dollars in thousands, except per share data)	Preferred Stock		Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity

December 31, 2024	$	230,500	$	318,980	$	4,570,865	$	1,966,048	$	(746,043)	$	6,340,350


Net income	—		—		—		144,659		—		144,659
Other comprehensive income (loss)	—		—		—		—		97,534		97,534
Cash dividends:
Common ($0.14 per share)	—		—		—		(44,653)		—		(44,653)
Preferred ($17.50 per share)	—		—		—		(4,034)		—		(4,034)
Common stock issued for ESPP	—		12		238		—		—		250
Common stock repurchased	—		(611)		(12,927)		—		—		(13,538)
Share-based compensation expense	—		—		14,411		—		—		14,411
Stock activity under incentive compensation plans	—		855		(481)		(699)		—		(325)
Balance, March 31, 2025	230,500		319,236		4,572,106		2,061,321		(648,509)		6,534,654
Net income	—		—		—		125,408		—		125,408
Other comprehensive income (loss)	—		—		—		—		48,901		48,901
Acquisition of Bremer Financial Corporation	—		50,183		983,079		—		—		1,033,262
Cash dividends:
Common ($0.14 per share)	—		—		—		(54,855)		—		(54,855)
Preferred ($17.50 per share)	—		—		—		(4,033)		—		(4,033)
Common stock issued:
ESPP	—		13		243		—		—		256
Forward sale agreements	—		21,905		421,331		—		—		443,236
Common stock repurchased	—		(379)		(7,578)		—		—		(7,957)
Share-based compensation expense	—		—		7,739		—		—		7,739
Stock activity under incentive compensation plans	—		860		(736)		(348)		—		(224)
Balance, June 30, 2025	$	230,500	$	391,818	$	5,976,184	$	2,127,493	$	(599,608)	$	8,126,387
Net income	—		—		—		182,567		—		182,567
Other comprehensive income (loss)	—		—		—		—		75,217		75,217
Cash dividends:
Common ($0.14 per share)	—		—		—		(54,863)		—		(54,863)
Preferred ($17.50 per share)	—		—		—		(4,034)		—		(4,034)
Common stock issued for ESPP	—		13		252		—		—		265
Common stock repurchased	—		(1,122)		(24,081)		—		—		(25,203)
Share-based compensation expense	—		—		8,610		—		—		8,610
Stock activity under incentive compensation plans	—		59		429		(163)		—		325
Balance, September 30, 2025	$	230,500	$	390,768	$	5,961,394	$	2,251,000	$	(524,391)	$	8,309,271

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	Nine Months Ended September 30,
(dollars in thousands)	2025		2024
Cash Flows From Operating Activities
Net income	$	452,634	$	385,315
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	32,115		28,449
Amortization of other intangible assets	52,644		20,291
Amortization of tax credit investments	16,296		8,773
Net (discount accretion) premium amortization	(95,091)		(19,881)

Share-based compensation expense	30,760		23,256
Provision for credit losses	164,976		83,602
Debt securities (gains) losses, net	110		90
Net (gains) losses on sales of loans and other assets	(9,585)		(7,084)
Increase in cash surrender value of company-owned life insurance	(19,571)		(14,488)
Residential real estate loans originated for sale	(865,826)		(632,726)
Proceeds from sales of residential real estate loans	838,225		615,624
(Increase) decrease in interest receivable	(50,927)		11,447
(Increase) decrease in other assets	128,383		(38,458)
Increase (decrease) in accrued expenses and other liabilities	(152,855)		(77,681)
Net cash flows provided by (used in) operating activities	522,288		386,529
Cash Flows From Investing Activities
Cash received from merger, net	135,124		177,791
Purchases of investment securities available-for-sale	(4,077,327)		(1,263,354)

Purchases of Federal Home Loan Bank/Federal Reserve Bank stock	(93,325)		(13,129)
Purchases of equity securities	(6,923)		(5,462)
Proceeds from maturities, prepayments, and calls of investment securities available-for-sale	1,149,256		755,417
Proceeds from sales of investment securities available-for-sale	2,082,052		297,858
Proceeds from maturities, prepayments, and calls of investment securities held-to-maturity	54,213		55,069
Proceeds from sales of Federal Home Loan Bank/Federal Reserve Bank stock	71,234		14,426
Proceeds from sales of equity securities	4,636		2,755
Loan originations and payments, net	(546,956)		(1,327,734)
Proceeds from sales of commercial loans	95,298		63,434
Proceeds from company-owned life insurance death benefits	16,507		10,212
Proceeds from sales of premises and equipment and other assets	2,368		1,585
Purchases of premises and equipment and other assets	(22,189)		(23,513)
Net cash flows provided by (used in) investing activities	(1,136,032)		(1,254,645)
Cash Flows From Financing Activities
Net increase (decrease) in:
Deposits	1,320,267		1,050,442
Federal funds purchased and interbank borrowings	(384)		134,873
Securities sold under agreements to repurchase	(40,512)		(40,580)
Other borrowings	(72,730)		(209,675)
Payments for maturities of Federal Home Loan Bank advances	(2,295,285)		(1,300,000)

Proceeds from Federal Home Loan Bank advances	1,926,200		1,400,000

Cash dividends paid	(166,472)		(142,471)

Common stock repurchased	(46,698)		(8,745)
Common stock issued for ESPP	771		784
Common stock issued for forward sale agreements	443,236		—
Net cash flows provided by (used in) financing activities	1,068,393		884,628
Net increase (decrease) in cash and cash equivalents	454,649		16,512
Cash and cash equivalents at beginning of period	1,227,968		1,175,058
Cash and cash equivalents at end of period	$	1,682,617	$	1,191,570

OLD NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) – (Continued)


	Nine Months Ended September 30,
(dollars in thousands)	2025		2024
Supplemental Cash Flow Information:

Total interest paid	$	925,019	$	797,929
Total income taxes paid (net of refunds)	54,159		54,904
Noncash Investing and Financing Activities:
Common stock issued for merger, net	1,033,262		417,598




Operating lease right-of-use assets obtained in exchange for lease obligations	55,398		22,367
Finance lease right-of-use assets obtained in exchange for lease obligations	7,728		16,703

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the accounts of Old National Bancorp and its wholly owned subsidiaries (hereinafter collectively referred to as “Old National”) and have been prepared in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. Such principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosures of contingent assets and liabilities at the date of the financial statements and amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the consolidated financial statements contain all the normal and recurring adjustments necessary for a fair statement of the financial position of Old National as of September 30, 2025 and December 31, 2024, and the results of its operations for the three and nine months ended September 30, 2025 and 2024. Interim results do not necessarily represent annual results. Certain information and disclosures normally included in notes to consolidated annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted in this Quarterly Report on Form 10-Q pursuant to SEC rules and regulations. These financial statements should be read in conjunction with Old National’s Annual Report on Form 10-K for the year ended December 31, 2024.

All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current presentation. Such reclassifications had no effect on prior period net income or shareholders’ equity and were insignificant amounts.

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Guidance Pending Adoption

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 – In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Among other things, these amendments require that public business entities on an annual basis disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds 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 (loss) by the applicable statutory income tax rate). In addition, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts are equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Old National does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

FASB ASC 220 – In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period. Specifically, public business entities will be required to disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required under current GAAP. Further, an entity must disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. In addition, an entity must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 470 – In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments

with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 805 and 810 – In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 718 and 606 – In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The ASU is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 326 – In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update introduce a practical expedient for all entities and an accounting policy election that is available to all entities other than public business entities related to applying ASC 326-20 to simplify the measurement of credit losses on current accounts receivable and current contract assets that occur from transactions accounted for under ASC 606. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 350 – In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU revises ASC 350-40 to clarify and modernize the accounting and disclosure requirements for software costs. The new update eliminates ASC 350-50, which previously addressed website development costs, and incorporated its relevant guidance into ASC 350-40. The ASU refines ASC 350-40, but it does not entirely integrate the accounting approach for internal-use software with that for externally sold software under ASC 985-20. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

NOTE 3 – ACQUISITION AND DIVESTITURE ACTIVITY

Acquisitions

Bremer Financial Corporation

On May 1, 2025, Old National completed its acquisition of Bremer Financial Corporation (“Bremer”) and its wholly owned subsidiary, Bremer Bank, National Association. Pursuant to the terms of the merger agreement, each outstanding share of Bremer common stock was converted into the right to receive (i) $26.22 in cash without interest, (ii) 4.182 shares of Old National common stock and (iii) cash in lieu of fractional shares.

In addition, on November 25, 2024, Old National entered into a forward sale agreement with Citibank, N.A. (the “Forward Purchaser”) to issue 19,047,619 shares of Old National common stock for an aggregate offering amount of $400.0 million and entered into an underwriting agreement with Citigroup Global Markets Inc., as representative for

the underwriters named therein (collectively, the “Underwriters”) and as forward seller (the “Forward Seller”), and the Forward Purchaser. The Underwriters were also granted a 30-day option to purchase up to an additional 2,857,143 shares of Old National common stock. On November 25, 2024, the Underwriters exercised this option in full, upon which Old National entered into an additional forward sale agreement to issue 2,857,143 shares of Old National common stock. Old National physically settled in full the forward sale agreements on May 23, 2025 by delivering 21,904,762 shares of Old National common stock to the Forward Purchaser. Old National received net proceeds from such sale of shares of Old National common stock and full physical settlement of the forward sale agreements of $443.2 million.

The assets acquired and liabilities assumed in the Company’s acquisition of Bremer, both intangible and tangible, were recorded at their estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting. The following table presents the preliminary valuation of the assets acquired and liabilities assumed and the fair value of consideration as of the merger date and also includes certain reclassifications to conform to the current presentation in the Consolidated Balance Sheet:


(dollars and shares in thousands)	May 1, 2025
Assets
Cash and cash equivalents	$	449,757
Equity securities	26,070
Investment securities	2,811,108
FHLB/Federal Reserve Bank stock	93,924
Loans held-for-sale	9,883
Loans, net of allowance for credit losses	11,110,449
Premises and equipment	110,157
Goodwill	243,407
Other intangible assets	440,099
Company-owned life insurance	181,909
Other assets	794,184
Total assets	$	16,270,947
Liabilities
Deposits	$	12,862,357
Securities sold under agreements to repurchase	49,131
Federal Home Loan Bank advances	1,559,227
Other borrowings	205,194
Accrued expenses and other liabilities	247,143
Total liabilities	$	14,923,052
Fair value of consideration

Common stock (50,183 shares issued at $20.67 per share)	$	1,033,262
Cash	314,633
Total consideration	$	1,347,895

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles and customer relationship intangibles. The estimated fair value of the core deposit intangible was $397.1 million and is being amortized over an estimated useful life of 10 years. The estimated fair value of the customer relationship intangibles was $43.0 million and is being amortized over an estimated useful life of 12 years.

The fair value of purchased credit deteriorated (“PCD”) assets was $1.9 billion on the date of merger. The gross contractual amounts receivable relating to the PCD assets was $2.1 billion. Old National estimates, on the date of the merger, that $103.5 million of the contractual cash flows specific to the PCD assets will not be collected.

Merger-related costs associated with the Bremer acquisition have been expensed for the three and nine months ended September 30, 2025 totaling $67.0 million and $108.0 million, respectively, and additional merger-related and integration costs will be expensed in future periods as incurred.

As a result of the acquisition, Old National assumed sponsorship of Bremer’s defined benefit pension plan under which both plan participation and benefit accruals were frozen subsequent to the acquisition. The net pension asset associated with Bremer’s defined benefit pension plan is recorded in other assets on the consolidated balance sheet. Pension costs were not material in the three and nine months ended September 30, 2025.

The Company’s results of operations for the three and nine months ended September 30, 2025 include the operating results of the acquired assets and assumed liabilities of Bremer subsequent to the acquisition on May 1, 2025. Due to the integration of certain Bremer systems and processes since the acquisition date, the Company has determined that it is impractical to report the amounts of revenue and income before income taxes of legacy Bremer subsequent to the acquisition.

Summary of Unaudited Pro-Forma Financial Information

The following table presents supplemental unaudited pro-forma financial information as if the Bremer merger had occurred on January 1, 2024. The pro-forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effective as of this assumed date.


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Total revenues (1)	$	705,070	$	690,920	$	2,068,156	$	1,986,405
Income before income taxes	299,636		201,562		781,650		540,653

(1) Includes net interest income and total noninterest income.

Supplemental pro-forma earnings for the three months ended September 30, 2025 were adjusted to exclude $67.0 million of merger-related costs. Supplemental pro-forma earnings for the three months ended September 30, 2024 were adjusted to include merger-related costs. Supplemental pro-forma earnings for the nine months ended September 30, 2025 were adjusted to exclude $108.0 million of merger-related costs, $6.5 million of provision for credit losses on unfunded loan commitments, and $69.1 million of provision for credit losses to establish an allowance for credit losses on non-PCD loans acquired as well as a $21.0 million gain associated with the freezing of benefits of the Bremer pension plan. Supplemental pro-forma earnings for the nine months ended September 30, 2024 were adjusted to include these costs.

CapStar Financial Holdings, Inc.

On April 1, 2024, Old National completed its acquisition of CapStar Financial Holdings, Inc. (“CapStar”) and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction. This partnership strengthens Old National’s Nashville, Tennessee presence and adds several new high-growth markets.

As of March 31, 2025, Old National finalized its valuation of all assets acquired and liabilities assumed. The following table presents a summary of the assets acquired and liabilities assumed, net of the fair value adjustments and the fair value of consideration as of the merger date:


(dollars and shares in thousands)	April 1, 2024
Assets
Cash and cash equivalents	$	177,791
Investment securities	342,490
FHLB/Federal Reserve Bank stock	14,426
Loans held-for-sale	21,159
Loans, net of allowance for credit losses	2,120,627
Premises and equipment	22,481
Goodwill	176,535
Other intangible assets	46,125
Company-owned life insurance	91,475
Other assets	95,922
Total assets	$	3,109,031
Liabilities
Deposits	$	2,560,124

Federal Home Loan Bank advances	75,000
Other borrowings	30,000
Accrued expenses and other liabilities	26,309
Total liabilities	$	2,691,433
Fair value of consideration

Common stock (24,014 shares issued at $17.41 per share)	$	417,598

Total consideration	$	417,598

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles. The estimated fair value of the core deposit intangible was $46.1 million and is being amortized over an estimated useful life of 10 years.

The fair value of PCD assets was $610.7 million on the date of merger. The gross contractual amounts receivable relating to the PCD assets was $679.3 million. Old National estimates, on the date of the merger, that $26.7 million of the contractual cash flows specific to the PCD assets will not be collected.

Merger-related costs primarily associated with the CapStar acquisition totaling $2.2 million and $3.6 million, respectively, have been expensed for the three and nine months ended September 30, 2025 compared to $6.9 million and $29.2 million, respectively, for the three and nine months ended September 30, 2024. Additional merger-related and integration costs will be expensed in future periods as incurred.

NOTE 4 – NET INCOME PER COMMON SHARE

Basic and diluted net income per common share are calculated using the two-class method. Net income applicable to common shares is divided by the weighted-average number of common shares outstanding during the period. Adjustments to the weighted-average number of common shares outstanding are made only when such adjustments will dilute net income per common share. Net income applicable to common shares is then divided by the weighted-average number of common shares and common share equivalents during the period.

The following table presents the calculation of basic and diluted net income per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars and shares in thousands, except per share data)	2025		2024		2025		2024
Net income	$	182,567	$	143,802	$	452,634	$	385,315
Preferred dividends	(4,034)		(4,034)		(12,101)		(12,101)

Net income applicable to common shares	$	178,533	$	139,768	$	440,533	$	373,214

Weighted average common shares outstanding:
Weighted average common shares outstanding (basic)	389,038		315,622		355,307		307,426
Effect of dilutive securities:
Restricted stock	1,458		1,709		1,971		1,179

Weighted average diluted shares outstanding	390,496		317,331		357,278		308,605
Basic Net Income Per Common Share	$	0.46	$	0.44	$	1.24	$	1.21
Diluted Net Income Per Common Share	$	0.46	$	0.44	$	1.23	$	1.21

NOTE 5 – INVESTMENT SECURITIES

The following table summarizes the amortized cost and fair value of the available-for-sale portfolio and the corresponding amounts of gross unrealized gains, unrealized losses, and basis adjustments in accumulated other comprehensive income (loss) (“AOCI”).


(dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Basis Adjustments (1)		Fair Value
September 30, 2025
Available-for-Sale
U.S. Treasury	$	268,957	$	86	$	(10,230)	$	(44,732)	$	214,081
U.S. government-sponsored entities and agencies	1,553,040		318		(146,525)		(57,074)		1,349,759
Mortgage-backed securities - Agency	9,636,140		68,310		(512,627)		—		9,191,823
States and political subdivisions	450,185		2,073		(21,682)		2,588		433,164
Pooled trust preferred securities	13,816		—		(2,283)		—		11,533
Other securities	222,615		1,277		(6,365)		—		217,527
Total available-for-sale securities	$	12,144,753	$	72,064	$	(699,712)	$	(99,218)	$	11,417,887

December 31, 2024
Available-for-Sale
U.S. Treasury	$	261,421	$	67	$	(12,659)	$	(49,816)	$	199,013
U.S. government-sponsored entities and agencies	1,521,610		7		(181,360)		(82,351)		1,257,906
Mortgage-backed securities - Agency	5,861,067		6,005		(662,181)		—		5,204,891
States and political subdivisions	510,630		148		(25,881)		647		485,544
Pooled trust preferred securities	13,807		—		(2,485)		—		11,322
Other securities	311,973		760		(12,950)		—		299,783
Total available-for-sale securities	$	8,480,508	$	6,987	$	(897,516)	$	(131,520)	$	7,458,459

(1) Basis adjustments represent the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities assets designated in fair value hedging arrangements. See Note 15 to the consolidated financial statements for additional information regarding these derivative financial instruments.

The following table summarizes the amortized cost and fair value of the held-to-maturity investment securities portfolio and the corresponding amounts of gross unrecognized gains and losses.


(dollars in thousands)	Amortized Cost		Unrecognized Gains		Unrecognized Losses		Fair Value
September 30, 2025
Held-to-Maturity
U.S. government-sponsored entities and agencies	$	838,535	$	—	$	(132,641)	$	705,894
Mortgage-backed securities - Agency	925,192		—		(130,879)		794,313
States and political subdivisions	1,146,638		182		(128,205)		1,018,615

Allowance for securities held-to-maturity	(150)		—		—		(150)
Total held-to-maturity securities	$	2,910,215	$	182	$	(391,725)	$	2,518,672

December 31, 2024
Held-to-Maturity
U.S. government-sponsored entities and agencies	$	832,984	$	—	$	(168,653)	$	664,331
Mortgage-backed securities - Agency	970,212		—		(169,546)		800,666
States and political subdivisions	1,151,835		317		(145,861)		1,006,291
Allowance for securities held-to-maturity	(150)		—		—		(150)
Total held-to-maturity securities	$	2,954,881	$	317	$	(484,060)	$	2,471,138

Substantially all of the mortgage-backed securities in the investment portfolio are residential mortgage-backed securities.

Proceeds from sales or calls of available-for-sale investment securities and the resulting realized gains and realized losses were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Proceeds	$	57,784	$	22,545	$	2,221,229	$	370,870
Realized gains	7		90		97		98
Realized losses	—		(166)		(207)		(188)

The table below shows the amortized cost and fair value of the investment securities portfolio by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yield is based on amortized cost.


	September 30, 2025
(dollars in thousands)	Amortized Cost		Fair Value		Weighted Average Yield
Maturity
Available-for-Sale
Within one year	$	225,299	$	224,999	3.84	%
One to five years	4,387,628		4,323,449		4.48
Five to ten years	6,214,098		5,786,459		3.77
Beyond ten years	1,317,728		1,082,980		2.96
Total	$	12,144,753	$	11,417,887	3.94	%
Held-to-Maturity
Within one year	$	18,332	$	18,278	3.21	%
One to five years	53,952		49,913		2.03
Five to ten years	1,454,602		1,280,939		2.54
Beyond ten years	1,383,329		1,169,542		2.80
Total	$	2,910,215	$	2,518,672	2.66	%

The following table summarizes the available-for-sale investment securities with unrealized losses for which an allowance for credit losses has not been recorded by aggregated major security type and length of time in a continuous unrealized loss position:


	Less than 12 months				12 months or longer				Total
(dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2025
Available-for-Sale
U.S. Treasury	$	998	$	—	$	184,848	$	(10,230)	$	185,846	$	(10,230)
U.S. government-sponsored entities and agencies	84,581		(413)		1,165,864		(146,112)		1,250,445		(146,525)
Mortgage-backed securities - Agency	296,110		(1,726)		3,247,585		(510,901)		3,543,695		(512,627)
States and political subdivisions	9,884		(65)		240,834		(21,617)		250,718		(21,682)
Pooled trust preferred securities	—		—		11,533		(2,283)		11,533		(2,283)
Other securities	17,136		(126)		144,051		(6,239)		161,187		(6,365)
Total available-for-sale	$	408,709	$	(2,330)	$	4,994,715	$	(697,382)	$	5,403,424	$	(699,712)

December 31, 2024
Available-for-Sale
U.S. Treasury	$	3,977	$	(26)	$	177,691	$	(12,633)	$	181,668	$	(12,659)
U.S. government-sponsored entities and agencies	98,280		(1,713)		1,144,618		(179,647)		1,242,898		(181,360)
Mortgage-backed securities - Agency	857,440		(9,172)		3,406,350		(653,009)		4,263,790		(662,181)
States and political subdivisions	133,906		(1,462)		279,121		(24,419)		413,027		(25,881)
Pooled trust preferred securities	—		—		11,322		(2,485)		11,322		(2,485)
Other securities	33,292		(295)		199,631		(12,655)		232,923		(12,950)
Total available-for-sale	$	1,126,895	$	(12,668)	$	5,218,733	$	(884,848)	$	6,345,628	$	(897,516)

The following table summarizes the held-to-maturity investment securities with unrecognized losses aggregated by major security type and length of time in a continuous loss position:


	Less than 12 months				12 months or longer				Total
(dollars in thousands)	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
September 30, 2025
Held-to-Maturity
U.S. government-sponsored entities and agencies	$	—	$	—	$	705,894	$	(132,641)	$	705,894	$	(132,641)
Mortgage-backed securities - Agency	—		—		794,313		(130,879)		794,313		(130,879)
States and political subdivisions	52,126		(789)		951,019		(127,416)		1,003,145		(128,205)
Total held-to-maturity	$	52,126	$	(789)	$	2,451,226	$	(390,936)	$	2,503,352	$	(391,725)

December 31, 2024
Held-to-Maturity

U.S. government-sponsored entities and agencies	$	—	$	—	$	664,331	$	(168,653)	$	664,331	$	(168,653)
Mortgage-backed securities - Agency	—		—		800,666		(169,546)		800,666		(169,546)
States and political subdivisions	37,007		(430)		937,364		(145,431)		974,371		(145,861)


Total held-to-maturity	$	37,007	$	(430)	$	2,402,361	$	(483,630)	$	2,439,368	$	(484,060)

The unrecognized losses on held-to-maturity investment securities presented in the table above do not include unrecognized losses on securities that were transferred from available-for-sale to held-to-maturity totaling $97.9 million at September 30, 2025 and $110.0 million at December 31, 2024. These unrecognized losses are included as a separate component of shareholders’ equity and are being amortized over the remaining term of the securities.

No allowance for credit losses on available-for-sale debt securities was needed at September 30, 2025 or December 31, 2024.

An allowance on held-to-maturity debt securities is maintained for certain municipal bonds to account for expected lifetime credit losses. Substantially all of the U.S. government-sponsored entities and agencies and agency mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not record expected credit losses. The allowance for credit losses on held-to-maturity debt securities was $0.2 million at September 30, 2025 and December 31, 2024. Accrued interest receivable on the securities portfolio is excluded from the estimate of credit losses and totaled $58.6 million at September 30, 2025 and $55.3 million at December 31, 2024.

At September 30, 2025, Old National’s securities portfolio consisted of 3,197 securities, 2,292 of which were in an unrealized loss position. The unrealized losses attributable to our U.S. Treasury, U.S. government-sponsored entities and agencies, agency mortgage-backed securities, states and political subdivisions, and other securities are the result of fluctuations in interest rates and market movements. Old National’s pooled trust preferred securities are evaluated using collateral-specific assumptions to estimate the expected future interest and principal cash flows. At September 30, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.

Old National’s pooled trust preferred securities have experienced credit defaults. However, we believe that the value of the instruments lies in the full and timely interest payments that will be received through maturity, the steady amortization that will be experienced until maturity, and the full return of principal by the final maturity of the collateralized debt obligations. Old National did not recognize any losses on these securities for the nine months ended September 30, 2025 or 2024.

Equity Securities

Equity securities consist of mutual funds for Community Reinvestment Act qualified investments and diversified investment securities held in a grantor trust for participants in the Company’s nonqualified deferred compensation plan. Old National’s equity securities with readily determinable fair values totaled $126.3 million at September 30, 2025 and $92.0 million at December 31, 2024. There were gains on equity securities of $1.0 million and $0.4 million during the three and nine months ended September 30, 2025, respectively, compared to gains of $1.5 million and $1.4 million during the three and nine months ended September 30, 2024, respectively.

Alternative Investments

Old National has alternative investments without readily determinable fair values that are included in other assets totaling $942.1 million at September 30, 2025 and $609.2 million at December 31, 2024. These investments consisted of $553.7 million of illiquid investments in partnerships, limited liability companies, and other ownership interests that support affordable housing and $388.3 million of economic development and community revitalization initiatives in low-to-moderate income neighborhoods at September 30, 2025, compared to $318.5 million and $290.7 million for the same investment types, respectively, at December 31, 2024. There have been no impairments or adjustments on alternative investments without readily determinable fair values, except for amortization of tax credit investments in the nine months ended September 30, 2025 and 2024. See Note 9 to the consolidated financial statements for detail regarding these investments.

NOTE 6 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans

Old National’s loans consist primarily of loans made to consumers and commercial clients in many diverse industries, including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Most of Old National’s lending activity occurs within our principal geographic markets in the Midwest and Southeast regions of the United States. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size.

Old National has loan participations, which qualify as participating interests, with other financial institutions. At September 30, 2025, these loans totaled $4.0 billion, of which $2.2 billion had been sold to other financial institutions and $1.8 billion was retained by Old National. The loan participations convey proportionate ownership rights with equal priority to each participating interest holder; involve no recourse (other than ordinary representations and warranties) to, or subordination by, any participating interest holder; all cash flows are divided

among the participating interest holders in proportion to each holder’s share of ownership; and no holder has the right to pledge the entire financial asset unless all participating interest holders agree.

The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, business banking credit center (“BBCC”), residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow:


	Balance Sheet Line Item		Portfolio Segment Reclassifications		Portfolio Segment After Reclassifications

(dollars in thousands)
September 30, 2025
Commercial (1)	$	14,506,375	$	(219,588)	$	14,286,787
Commercial real estate	22,083,734		(172,932)		21,910,802
BBCC	N/A		392,520		392,520
Residential real estate	8,190,127		—		8,190,127
Consumer	3,187,679		(3,187,679)		N/A
Indirect	N/A		1,058,734		1,058,734
Direct	N/A		589,133		589,133
Home equity	N/A		1,539,812		1,539,812
Total loans (2)	$	47,967,915	$	—	$	47,967,915
Allowance for credit losses on loans	(572,178)		—		(572,178)
Net loans	$	47,395,737	$	—	$	47,395,737

December 31, 2024
Commercial (1)	$	10,288,560	$	(232,301)	$	10,056,259
Commercial real estate	16,307,486		(174,438)		16,133,048
BBCC	N/A		406,739		406,739
Residential real estate	6,797,586		—		6,797,586
Consumer	2,892,255		(2,892,255)		N/A
Indirect	N/A		1,096,778		1,096,778
Direct	N/A		514,144		514,144
Home equity	N/A		1,281,333		1,281,333
Total loans (2)	$	36,285,887	$	—	$	36,285,887
Allowance for credit losses on loans	(392,522)		—		(392,522)
Net loans	$	35,893,365	$	—	$	35,893,365

(1)Includes direct finance leases of $84.9 million at September 30, 2025 and $120.6 million at December 31, 2024.

(2) Includes unamortized premiums and discounts, and unamortized deferred fees and costs of $589.9 million at September 30, 2025 and $163.3 million at December 31, 2024.

The risk characteristics of each loan portfolio segment are as follows:

Commercial

Commercial loans are classified primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its clients.

Commercial Real Estate

Commercial real estate loans are classified primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing Old National’s commercial real estate portfolio are diverse in terms of type and geographic location. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner-occupied loans.

Included with commercial real estate are construction loans, which are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption and lease rates, financial analysis of the developers and property owners, and feasibility studies, if available. Construction loans are generally based on estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders (including Old National), sales of developed property, or an interim loan commitment from Old National until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

At 253%, Old National Bank’s applicable investor commercial real estate loans as a percentage of its Tier 1 capital plus the allowance for credit losses attributable to loans and leases remained below the regulatory guideline limit of 300% at September 30, 2025.

BBCC

BBCC loans are typically granted to small businesses with gross revenues of less than $5 million and aggregate debt of less than $1 million. Old National has established minimum debt service coverage ratios, minimum Fair Isaac Corporation (“FICO”) scores for owners and guarantors, and the ability to show relatively stable earnings as criteria to help mitigate risk. Repayment of these loans depends on the personal income of the borrowers and the cash flows of the business. These factors can be affected by such changes as economic conditions and unemployment levels.

Residential

With respect to residential loans that are secured by 1 - 4 family residences and are generally owner occupied, Old National typically establishes a maximum loan-to-value ratio and generally requires private mortgage insurance if that ratio is exceeded. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in residential property values. Portfolio risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Indirect

Indirect loans are secured by automobile collateral, generally new and used cars and trucks from auto dealers that operate within our footprint. Old National typically mitigates the risk of indirect loans by establishing minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers and ongoing reviews of dealer relationships.

Direct

Direct loans are typically secured by collateral such as auto or real estate or are unsecured. Old National has established underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers.

Home Equity

Home equity loans are generally secured by 1-4 family residences that are owner-occupied. Old National has established underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers, along with monitoring of updated borrower credit scores.

Allowance for Credit Losses

Loans

Credit loss assumptions used when computing the level of expected credit losses are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. The base forecast scenario considers unemployment, gross domestic product, home price index, and the BBB ratio (BBB spread to the 10-year U.S. Treasury rate). In addition to the quantitative inputs, several qualitative factors are considered. These factors include the risk that macroeconomic forecasts of unemployment, gross domestic product, home price index, and the BBB ratio may prove to be more severe and/or prolonged than our baseline forecast due to a variety of considerations. Old National’s activity in the allowance for credit losses on loans by portfolio segment was as follows:


(dollars in thousands)	Balance at Beginning of Period		Allowance Established for Acquired PCD Loans		Charge-offs		Recoveries		Provision for Loan Losses		Balance at End of Period
Three Months Ended September 30, 2025
Commercial	$	215,917	$	6,666	$	(22,068)	$	1,222	$	33,246	$	234,983
Commercial real estate	294,303		6,438		(8,016)		2,101		(11,999)		282,827
BBCC	2,488		—		(419)		25		364		2,458
Residential real estate	31,850		—		(25)		51		(445)		31,431
Indirect	8,430		—		(1,863)		690		704		7,961
Direct	2,564		—		(2,907)		648		2,113		2,418
Home equity	9,557		—		(104)		627		20		10,100
Total	$	565,109	$	13,104	$	(35,402)	$	5,364	$	24,003	$	572,178
Three Months Ended September 30, 2024
Commercial	$	138,460	$	3,245	$	(11,512)	$	308	$	6,341	$	136,842
Commercial real estate	189,911		(442)		(2,799)		214		18,015		204,899
BBCC	2,897		—		(676)		56		415		2,692
Residential real estate	23,135		—		—		64		(1,711)		21,488
Indirect	1,233		—		(1,715)		290		5,853		5,661
Direct	3,131		—		(2,137)		475		958		2,427
Home equity	7,568		—		(126)		84		(695)		6,831
Total	$	366,335	$	2,803	$	(18,965)	$	1,491	$	29,176	$	380,840
Nine Months Ended September 30, 2025
Commercial	$	148,722	$	37,158	$	(48,185)	$	3,477	$	93,811	$	234,983
Commercial real estate	200,309		66,049		(29,114)		2,494		43,089		282,827
BBCC	2,813		—		(476)		423		(302)		2,458
Residential real estate	22,922		148		(302)		288		8,375		31,431
Indirect	8,434		6		(5,562)		2,033		3,050		7,961
Direct	2,304		47		(5,988)		1,862		4,193		2,418
Home equity	7,018		138		(269)		1,137		2,076		10,100
Total	$	392,522	$	103,546	$	(89,896)	$	11,714	$	154,292	$	572,178
Nine Months Ended September 30, 2024
Commercial	$	118,333	$	17,838	$	(25,098)	$	1,104	$	24,665	$	136,842
Commercial real estate	155,099		8,041		(12,541)		1,791		52,509		204,899
BBCC	2,887		—		(1,687)		304		1,188		2,692
Residential real estate	20,837		134		—		845		(328)		21,488
Indirect	1,236		—		(3,937)		957		7,405		5,661
Direct	3,169		59		(6,449)		1,527		4,121		2,427
Home equity	6,049		653		(314)		229		214		6,831
Total	$	307,610	$	26,725	$	(50,026)	$	6,757	$	89,774	$	380,840

The allowance for credit losses on loans at September 30, 2025 included $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date. In addition, the provision for credit losses on loans in the nine months ended September 30, 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. The allowance for credit losses on loans at September 30, 2024 included $26.7 million of allowance for credit losses on

acquired PCD loans established through acquisition accounting adjustments on or after the CapStar acquisition date. In addition, the provision for credit losses on loans in the nine months ended September 30, 2024 included $15.3 million to establish an allowance for credit losses on non-PCD CapStar loans acquired. Accrued interest receivable on loans is excluded from the estimate of credit losses and totaled $226.6 million at September 30, 2025, compared to $171.6 million at December 31, 2024.

Unfunded Loan Commitments

Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. Old National’s activity in the allowance for credit losses on unfunded loan commitments was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Allowance for credit losses on unfunded loan commitments:
Balance at beginning of period	$	29,603	$	25,733	$	21,654	$	31,226
Provision for credit losses on unfunded loan commitments acquired during the period	—		—		6,458		1,763
Provision (release) for credit losses on unfunded loan commitments	2,735		(679)		4,226		(7,935)
Balance at end of period	$	32,338	$	25,054	$	32,338	$	25,054

Credit Quality

Old National’s management monitors the credit quality of its loans on an ongoing basis with the asset quality rating (“AQR”) for commercial, commercial real estate, and BBCC loans reviewed annually or at renewal and the performance of its residential and consumer loans based upon the accrual status refreshed at least quarterly. Internally, management assigns an AQR to each non-homogeneous commercial, commercial real estate, and BBCC loan in the portfolio. The primary determinants of the AQR are the reliability of the primary source of repayment and the past, present, and projected financial condition of the borrower. The AQR will also consider current industry conditions. Major factors used in determining the AQR can vary based on the nature of the loan, but commonly include factors such as debt service coverage, internal cash flow, liquidity, leverage, operating performance, debt burden, FICO scores, occupancy, interest rate sensitivity, and expense burden. Old National uses the following definitions for risk ratings:

Special Mention. Loans categorized 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 or of Old National’s credit position at some future date.

Classified – 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 Old National will sustain some loss if the deficiencies are not corrected.

Classified – Nonaccrual. Loans classified as nonaccrual have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, in doubt.

Classified – Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as nonaccrual, 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.

Pass rated loans are those loans that are other than special mention, classified – substandard, classified – nonaccrual, or classified – doubtful.

The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real estate, and BBCC loans by loan portfolio segment, class of loan, and origination year:


(dollars in thousands)	Origination Year														Revolving to Term
	2025		2024		2023		2022		2021		Prior		Revolving				Total
September 30, 2025
Commercial:

Pass	$	1,963,538	$	2,114,040	$	1,304,549	$	1,175,774	$	801,522	$	2,040,836	$	2,904,090	$	723,505	$	13,027,854
Special Mention	18,546		52,736		91,278		29,264		4,598		83,563		56,994		9,964		346,943
Classified:
Substandard	17,189		95,173		148,897		70,993		99,347		131,139		115,613		56,399		734,750
Nonaccrual	37		2,113		14,644		15,754		2,576		9,151		3,039		1,696		49,010
Doubtful	—		8,725		22,214		27,805		1,818		7,807		7,014		52,847		128,230
Total	$	1,999,310	$	2,272,787	$	1,581,582	$	1,319,590	$	909,861	$	2,272,496	$	3,086,750	$	844,411	$	14,286,787


Commercial real estate:

Pass	$	2,471,748	$	2,398,463	$	2,789,857	$	3,763,365	$	2,087,653	$	5,368,342	$	143,852	$	888,846	$	19,912,126
Special Mention	4,098		19,355		63,971		141,199		124,938		141,045		16,314		27,468		538,388
Classified:
Substandard	10,749		17,920		126,618		296,904		204,007		363,437		31,365		90,219		1,141,219
Nonaccrual	—		7,072		5,087		40,963		26,067		38,297		—		27,618		145,104
Doubtful	—		—		19,198		12,344		28,244		86,681		—		27,498		173,965
Total	$	2,486,595	$	2,442,810	$	3,004,731	$	4,254,775	$	2,470,909	$	5,997,802	$	191,531	$	1,061,649	$	21,910,802


BBCC:

Pass	$	42,648	$	55,346	$	54,848	$	37,661	$	22,209	$	80,716	$	63,839	$	18,642	$	375,909
Special Mention	50		767		559		575		268		1,319		1,924		2,316		7,778
Classified:
Substandard	90		397		980		486		44		464		37		2,827		5,325
Nonaccrual	—		—		14		50		15		321		30		407		837
Doubtful	—		—		260		159		368		470		—		1,414		2,671
Total	$	42,788	$	56,510	$	56,661	$	38,931	$	22,904	$	83,290	$	65,830	$	25,606	$	392,520


	Origination Year														Revolving to Term
	2024		2023		2022		2021		2020		Prior		Revolving				Total
December 31, 2024
Commercial:

Pass	$	1,852,046	$	1,267,721	$	1,145,488	$	699,429	$	450,332	$	624,522	$	2,577,941	$	593,232	$	9,210,711
Special Mention	46,935		102,372		32,250		40,221		21,538		20,535		80,625		28,978		373,454
Classified:
Substandard	27,139		49,340		77,835		35,036		19,307		25,503		78,210		40,217		352,587
Nonaccrual	2,221		1,072		4,199		1,530		604		1,357		719		829		12,531
Doubtful	3,419		20,145		27,016		1,774		5,451		1,494		15,405		32,272		106,976
Total	$	1,931,760	$	1,440,650	$	1,286,788	$	777,990	$	497,232	$	673,411	$	2,752,900	$	695,528	$	10,056,259

Commercial real estate:

Pass	$	2,196,306	$	2,555,236	$	3,825,305	$	2,065,037	$	1,362,703	$	1,641,611	$	122,708	$	891,682	$	14,660,588
Special Mention	72,020		31,203		158,254		48,524		37,693		64,357		—		111,900		523,951
Classified:
Substandard	47,079		55,923		249,269		102,913		39,466		142,110		996		76,897		714,653
Nonaccrual	3,693		411		3,579		15,922		1,930		3,231		—		118		28,884
Doubtful	7,787		9,689		16,501		37,455		22,817		59,879		—		50,844		204,972
Total	$	2,326,885	$	2,652,462	$	4,252,908	$	2,269,851	$	1,464,609	$	1,911,188	$	123,704	$	1,131,441	$	16,133,048

BBCC:

Pass	$	79,760	$	78,420	$	55,687	$	33,857	$	30,215	$	22,797	$	67,668	$	16,265	$	384,669
Special Mention	1,579		1,067		807		917		21		224		3,582		3,028		11,225
Classified:
Substandard	468		976		56		136		598		308		755		2,876		6,173
Nonaccrual	—		114		312		177		63		119		—		551		1,336
Doubtful	—		397		841		350		15		845		—		888		3,336
Total	$	81,807	$	80,974	$	57,703	$	35,437	$	30,912	$	24,293	$	72,005	$	23,608	$	406,739

For residential real estate and consumer loan classes, Old National evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost of term residential real estate and consumer loans based on payment activity and origination year:


	Origination Year														Revolving to Term
(dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving				Total
September 30, 2025
Residential real estate:
Risk Rating:
Performing	$	496,387	$	579,883	$	607,232	$	1,624,263	$	2,035,084	$	2,783,580	$	—	$	252	$	8,126,681
Nonperforming	622		2,760		8,003		16,982		5,040		30,039		—		—		63,446
Total	$	497,009	$	582,643	$	615,235	$	1,641,245	$	2,040,124	$	2,813,619	$	—	$	252	$	8,190,127


Indirect:
Risk Rating:
Performing	$	306,534	$	332,395	$	194,890	$	146,486	$	52,820	$	20,525	$	161	$	—	$	1,053,811
Nonperforming	116		1,220		1,405		1,199		717		266		—		—		4,923
Total	$	306,650	$	333,615	$	196,295	$	147,685	$	53,537	$	20,791	$	161	$	—	$	1,058,734


Direct:
Risk Rating:
Performing	$	68,671	$	73,076	$	60,987	$	62,339	$	49,941	$	90,699	$	171,685	$	7,262	$	584,660
Nonperforming	17		250		290		264		362		3,277		1		12		4,473
Total	$	68,688	$	73,326	$	61,277	$	62,603	$	50,303	$	93,976	$	171,686	$	7,274	$	589,133


Home equity:
Risk Rating:
Performing	$	22,914	$	29,855	$	23,233	$	25,485	$	19,736	$	52,061	$	1,298,408	$	49,959	$	1,521,651
Nonperforming	—		—		—		772		42		2,926		1,408		13,013		18,161
Total	$	22,914	$	29,855	$	23,233	$	26,257	$	19,778	$	54,987	$	1,299,816	$	62,972	$	1,539,812


	Origination Year														Revolving to Term
	2024		2023		2022		2021		2020		Prior		Revolving				Total
December 31, 2024
Residential real estate:
Risk Rating:
Performing	$	509,704	$	476,698	$	1,455,085	$	1,662,195	$	1,574,961	$	1,058,175	$	43	$	271	$	6,737,132
Nonperforming	480		5,060		11,210		6,298		5,208		32,198		—		—		60,454
Total	$	510,184	$	481,758	$	1,466,295	$	1,668,493	$	1,580,169	$	1,090,373	$	43	$	271	$	6,797,586

Indirect:
Risk Rating:
Performing	$	438,835	$	279,910	$	227,691	$	92,223	$	37,937	$	14,810	$	—	$	—	$	1,091,406
Nonperforming	714		1,147		1,498		1,378		373		262		—		—		5,372
Total	$	439,549	$	281,057	$	229,189	$	93,601	$	38,310	$	15,072	$	—	$	—	$	1,096,778

Direct:
Risk Rating:
Performing	$	83,773	$	72,838	$	66,563	$	61,317	$	34,159	$	80,188	$	108,572	$	3,327	$	510,737
Nonperforming	96		313		365		352		468		1,730		1		82		3,407
Total	$	83,869	$	73,151	$	66,928	$	61,669	$	34,627	$	81,918	$	108,573	$	3,409	$	514,144

Home equity:
Risk Rating:
Performing	$	—	$	—	$	259	$	210	$	1,135	$	11,005	$	1,216,226	$	31,787	$	1,260,622
Nonperforming	—		—		1,278		91		209		4,920		2,594		11,619		20,711
Total	$	—	$	—	$	1,537	$	301	$	1,344	$	15,925	$	1,218,820	$	43,406	$	1,281,333

The following table summarizes the gross charge-offs of loans by loan portfolio segment and origination year:


	Origination Year
(dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving		Total
Three Months Ended September 30, 2025
Commercial	$	684	$	6,106	$	2,235	$	7,155	$	2,229	$	3,659	$	—		$	22,068
Commercial real estate	—		—		603		1,024		2,787		3,602		—			8,016
BBCC	—		—		303		94		10		12		—			419
Residential real estate	—		—		—		—		—		25		—			25
Indirect	213		504		634		291		146		75		—			1,863
Direct	13		93		114		154		103		1,741		689			2,907
Home equity	—		—		—		101		—		3		—			104
Total gross charge-offs	$	910	$	6,703	$	3,889	$	8,819	$	5,275	$	9,117	$	689		$	35,402

	Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving		Total
Three Months Ended September 30, 2024
Commercial	$	1,234	$	8,031	$	633	$	297	$	840	$	55	$	422		$	11,512
Commercial real estate	—		140		61		44		—		2,554		—			2,799
BBCC	—		481		164		21		—		10		—			676
Residential real estate	—		—		—		—		—		—		—			—
Indirect	199		797		360		110		41		208		—			1,715
Direct	8		97		398		475		224		214		721			2,137
Home equity	—		—		—		—		—		126		—			126
Total gross charge-offs	$	1,441	$	9,546	$	1,616	$	947	$	1,105	$	3,167	$	1,143		$	18,965

	Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving		Total
Nine Months Ended September 30, 2025
Commercial	$	684	$	12,987	$	7,030	$	18,212	$	2,818	$	6,454	$	—		$	48,185
Commercial real estate	—		—		906		2,980		14,783		10,445		—			29,114
BBCC	—		—		316		125		23		12		—			476
Residential real estate	—		—		—		—		—		302		—			302
Indirect	225		1,834		1,867		995		439		202		—			5,562
Direct	227		428		447		897		945		2,329		715			5,988
Home equity	—		—		—		101		—		168		—			269
Total gross charge-offs	$	1,136	$	15,249	$	10,566	$	23,310	$	19,008	$	19,912	$	715		$	89,896

	Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving		Total
Nine Months Ended September 30, 2024
Commercial	$	1,234	$	10,389	$	10,263	$	719	$	891	$	625	$	977		$	25,098
Commercial real estate	—		140		84		2,688		—		9,629		—			12,541
BBCC	—		1,086		393		56		112		40		—			1,687
Residential real estate	—		—		—		—		—		—		—			—
Indirect	253		1,698		1,209		431		80		266		—			3,937
Direct	83		292		1,368		1,351		510		609		2,236			6,449
Home equity	—		—		—		34		—		280		—			314
Total gross charge-offs	$	1,570	$	13,605	$	13,317	$	5,279	$	1,593	$	11,449	$	3,213		$	50,026

Nonaccrual and Past Due Loans

Old National does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may

be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured.

The following table presents the aging of the amortized cost basis in past due loans by class of loans:


(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More		Total Past Due		Current		Total Loans
September 30, 2025
Commercial	$	13,443	$	30,769	$	66,327	$	110,539	$	14,176,248	$	14,286,787
Commercial real estate	6,057		18,547		152,683		177,287		21,733,515		21,910,802
BBCC	909		1,610		1,394		3,913		388,607		392,520
Residential	34,312		15,472		35,813		85,597		8,104,530		8,190,127
Indirect	8,178		2,231		1,217		11,626		1,047,108		1,058,734
Direct	1,644		856		1,909		4,409		584,724		589,133
Home equity	6,514		2,403		9,163		18,080		1,521,732		1,539,812
Total	$	71,057	$	71,888	$	268,506	$	411,451	$	47,556,464	$	47,967,915

December 31, 2024
Commercial	$	5,970	$	12,021	$	47,257	$	65,248	$	9,991,011	$	10,056,259
Commercial real estate	19,240		12,728		60,145		92,113		16,040,935		16,133,048
BBCC	1,227		861		1,430		3,518		403,221		406,739
Residential	49,331		12,085		26,698		88,114		6,709,472		6,797,586
Indirect	9,700		2,675		1,463		13,838		1,082,940		1,096,778
Direct	2,004		970		1,470		4,444		509,700		514,144
Home equity	4,765		3,399		7,567		15,731		1,265,602		1,281,333
Total	$	92,237	$	44,739	$	146,030	$	283,006	$	36,002,881	$	36,285,887

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing by class of loan:


	September 30, 2025						December 31, 2024
(dollars in thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or More and Accruing		Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or More and Accruing
Commercial	$	177,240	$	14,043	$	394	$	119,507	$	30,551	$	861
Commercial real estate	319,069		81,537		1,046		233,856		64,453		3,126
BBCC	3,508		—		—		4,672		—		—
Residential	63,446		—		34		60,454		—		—
Indirect	4,923		—		18		5,372		—		—
Direct	4,473		—		33		3,407		—		—
Home equity	18,161		—		—		20,711		—		73
Total	$	590,820	$	95,580	$	1,525	$	447,979	$	95,004	$	4,060

Interest income recognized on nonaccrual loans was insignificant during the three and nine months ended September 30, 2025 and 2024.

When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty, and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. Significant quarter-over-quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of collateral dependent loans by class of loan:


	Type of Collateral
(dollars in thousands)	Real Estate		Blanket Lien		Investment Securities/Cash		Auto		Other
September 30, 2025
Commercial	$	23,980	$	129,535	$	7,141	$	5,530	$	2,338
Commercial real estate	305,228		3,434		1,362		—		119
BBCC	1,332		1,475		284		132		—
Residential	63,446		—		—		—		—
Indirect	—		—		—		4,923		—
Direct	3,843		16		—		291		85
Home equity	18,161		—		—		—		—
Total loans	$	415,990	$	134,460	$	8,787	$	10,876	$	2,542

December 31, 2024
Commercial	$	17,520	$	68,985	$	6,980	$	6,544	$	5,215
Commercial real estate	228,952		542		1,046		—		—
BBCC	3,201		1,137		86		248		—
Residential	60,454		—		—		—		—
Indirect	—		—		—		5,372		—
Direct	2,623		16		23		396		34
Home equity	20,711		—		—		—		—
Total loans	$	333,461	$	70,680	$	8,135	$	12,560	$	5,249

Financial Difficulty Modifications

Occasionally, Old National modifies loans to borrowers experiencing financial difficulty in the form of principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction (or a combination thereof). When principal forgiveness is provided, the amount forgiven is charged-off against the allowance for credit losses on loans.

The following table presents the amortized cost basis of financial difficulty modifications that were modified by class of loans and type of modification:


(dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Total Class of Loans
Three Months Ended September 30, 2025
Commercial	$	—	$	—	$	8,376	0.1	%
Commercial real estate	68,546		—		—		0.3	%





Total	$	68,546	$	—	$	8,376	0.2	%

Three Months Ended September 30, 2024
Commercial	$	17,969	$	4,776	$	—	0.2	%
Commercial real estate	11,121		2,554		—		0.1	%





Total	$	29,090	$	7,330	$	—	0.1	%

Nine Months Ended September 30, 2025
Commercial	$	63,035	$	—	$	8,376	0.5	%
Commercial real estate	162,698		—		—		0.7	%





Total	$	225,733	$	—	$	8,376	0.5	%

Nine Months Ended September 30, 2024
Commercial	$	27,085	$	4,776	$	—	0.3	%
Commercial real estate	56,051		2,554		—		0.4	%





Total	$	83,136	$	7,330	$	—	0.2	%

Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts. The following table presents the performance of financial difficulty modifications in the twelve months following modification:


(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More		Total Past Due		Current		Total Loans
September 30, 2025
Commercial	$	—	$	—	$	8,222	$	8,222	$	63,189	$	71,411
Commercial real estate	—		—		8,655		8,655		154,043		162,698





Total	$	—	$	—	$	16,877	$	16,877	$	217,232	$	234,109

September 30, 2024
Commercial	$	—	$	—	$	3,854	$	3,854	$	31,861	$	35,715
Commercial real estate	5,707		3,726		21,463		30,896		67,421		98,317





Total	$	5,707	$	3,726	$	25,317	$	34,750	$	99,282	$	134,032

The following table summarizes the nature of the financial difficulty modifications by class of loans:


(dollars in thousands)	Weighted- Average Term Extension (in months)	Weighted- Average Payment Delay (in months)	Weighted- Average Interest Rate Reduction
Three Months Ended September 30, 2025
Commercial	—	—	1.50	%
Commercial real estate	8.3	—	—	%





Total	8.3	—	1.50	%

Three Months Ended September 30, 2024
Commercial	4.4	6.0	—	%
Commercial real estate	6.5	7.0	—	%





Total	5.2	6.4	—	%

Nine Months Ended September 30, 2025
Commercial	4.5	—	1.50	%
Commercial real estate	8.1	—	—	%





Total	7.0	—	1.50	%

Nine Months Ended September 30, 2024
Commercial	6.8	6.0	—	%
Commercial real estate	8.8	7.0	—	%





Total	8.2	6.4	—	%

There were no payment defaults of loans during the three months ended September 30, 2025 to borrowers whose loans were modified due to financial difficulties within the previous twelve months. There were payment defaults on $16.9 million of loans during the nine months ended September 30, 2025 to borrowers whose loans were modified due to financial difficulties within the previous twelve months. The payment defaults did not materially impact the allowance for credit losses on loans. There were payment defaults on $3.9 million and $25.3 million of loans during the three and nine months ended September 30, 2024, respectively, to borrowers whose loans had been modified within the previous twelve months.

Old National had not committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties at September 30, 2025 or December 31, 2024.

Purchased Credit Deteriorated Loans

Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans at acquisition was as follows:


(dollars in thousands)	Bremer (1)		CapStar (2)
Purchase price of loans at acquisition	$	1,876,520	$	610,691
Allowance for credit losses at acquisition	103,546		26,725
Non-credit discount at acquisition	75,882		41,886
Par value of acquired loans at acquisition	$	2,055,948	$	679,302

(1)Old National acquired Bremer effective May 1, 2025.

(2)Old National acquired CapStar effective April 1, 2024.

NOTE 7 – LEASES

Old National has operating and finance leases for land, office space, banking centers, and equipment. These leases are generally for periods of 5 to 30 years with various renewal options. We include certain renewal options in the measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised. Variable lease payments that are dependent on an index or a rate are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability. Variable lease payments that are not dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit and loss when incurred. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time.

Old National has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated. For certain equipment leases, Old National accounts for the lease and non-lease components as a single lease component using the practical expedient available for that class of assets. Old National does not have any material sub-lease agreements.

The components of lease expense were as follows:


	Affected Line Item in the Statement of Income	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)		2025		2024		2025		2024
Operating lease cost	Occupancy/Equipment expense	$	9,510	$	8,258	$	26,669	$	24,352
Finance lease cost:
Amortization of right-of-use assets	Occupancy expense	2,297		2,188		6,843		4,427
Interest on lease liabilities	Interest expense	219		318		660		752

Sub-lease income	Occupancy expense	(73)		(110)		(262)		(358)
Total		$	11,953	$	10,654	$	33,910	$	29,173

Supplemental balance sheet information related to leases was as follows:


(dollars in thousands)	September 30, 2025			December 31, 2024
Operating Leases
Operating lease right-of-use assets	$	215,262		$	181,920
Operating lease liabilities	233,080			200,068

Finance Leases
Premises and equipment, net	23,640			23,205
Other borrowings	25,410			24,822

Weighted-Average Remaining Lease Term (in Years)
Operating leases	8.8			7.8
Finance leases	7.3			7.8

Weighted-Average Discount Rate
Operating leases	3.71		%	3.14		%
Finance leases	4.04		%	3.96		%

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30,
(dollars in thousands)	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	27,825	$	24,849
Operating cash flows from finance leases	660		752
Financing cash flows from finance leases	6,690		4,061

The following table presents a maturity analysis of the Company’s lease liability by lease classification at September 30, 2025:


(dollars in thousands)	Operating Leases		Finance Leases
2025	$	9,947	$	2,459
2026	39,482		8,662
2027	37,966		2,656
2028	34,016		2,339
2029	31,409		1,498
Thereafter	123,256		11,980
Total undiscounted lease payments	276,076		29,594
Amounts representing interest	(42,996)		(4,184)
Lease liability	$	233,080	$	25,410

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the changes in the carrying amount of goodwill:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands)	2025		2024		2025		2024
Balance at beginning of period	$	2,409,886	$	2,170,709	$	2,175,251	$	1,998,716
Acquisitions and adjustments	8,772		6,290		243,407		178,283
Balance at end of period	$	2,418,658	$	2,176,999	$	2,418,658	$	2,176,999

During the nine months ended September 30, 2025, Old National recorded $243.4 million of goodwill associated with the acquisition of Bremer. The increase in goodwill for the three months ended September 30, 2025 resulted from the measurement period adjustments related to updating the fair values of the assets acquired and liabilities assumed in the acquisition of Bremer. During the nine months ended September 30, 2024, Old National recorded $178.3 million of goodwill associated with the acquisition of CapStar. The increase in goodwill for the three months ended September 30, 2024 resulted from the measurement period adjustments related to updating the fair values of the assets acquired and liabilities assumed in the acquisition of CapStar. See Note 3 to the consolidated financial statements for additional detail regarding these transactions.

Old National performed the required annual goodwill impairment test as of August 31, 2025 and there was no impairment. No events or circumstances since the August 31, 2025 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists.

The gross carrying amounts and accumulated amortization of other intangible assets were as follows:


(dollars in thousands)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
September 30, 2025
Core deposit	$	586,735	$	(142,796)	$	443,939
Customer relationship	93,892		(29,529)		64,363
Total other intangible assets	$	680,627	$	(172,325)	$	508,302

December 31, 2024
Core deposit	$	189,636	$	(95,950)	$	93,686
Customer relationship	50,892		(23,731)		27,161
Total other intangible assets	$	240,528	$	(119,681)	$	120,847

Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years. During the nine months ended September 30, 2025, Old National recorded $397.1 million of core deposit intangibles and $43.0 million of customer relationship intangibles associated with the acquisition of Bremer. See Note 3 to the consolidated financial statements for additional detail regarding this transaction.

Old National reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. No impairment charges were recorded during the nine months ended September 30, 2025 or 2024. Total amortization expense associated with intangible assets was $26.2 million and $52.6 million for the three and nine months ended September 30, 2025, respectively, compared to $7.4 million and $20.3 million for the three and nine months ended September 30, 2024, respectively.

Estimated amortization expense for future years is as follows:


(dollars in thousands)
2025 remaining	$	26,016
2026	96,109
2027	84,810
2028	73,689
2029	62,983
Thereafter	164,695
Total	$	508,302

NOTE 9 – QUALIFIED AFFORDABLE HOUSING PROJECTS AND OTHER TAX CREDIT INVESTMENTS

Old National is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in approved qualified affordable housing, renewable energy, or other renovation or community revitalization projects. These investments are included in other assets on the balance sheet, with any unfunded commitments included with other liabilities. As of September 30, 2025, Old National expects to recover its remaining investments through the use of the tax credits that are generated by the investments.

The following table summarizes Old National’s investments in qualified affordable housing projects and other tax credit investments:


(dollars in thousands)		September 30, 2025				December 31, 2024
Investment	Accounting Method	Investment		Unfunded Commitment (1)		Investment		Unfunded Commitment
Low Income Housing Tax Credit (“LIHTC”)	Proportional amortization	$	249,522	$	128,465	$	199,350	$	115,345
Federal Historic Tax Credit (“FHTC”)	Proportional amortization	26,043		19,043		30,835		24,869
New Markets Tax Credit (“NMTC”)	Consolidation	112,773		—		60,462		—
Renewable Energy	Equity	4		—		4		—
Total		$	388,342	$	147,508	$	290,651	$	140,214

(1)All commitments will be paid by Old National by December 31, 2040.

The following table summarizes the amortization expense and tax benefit recognized for Old National’s qualified affordable housing projects and other tax credit investments:


(dollars in thousands)	Amortization Expense (1)		Tax Expense (Benefit) Recognized (2)
Three Months Ended September 30, 2025
LIHTC	$	3,699	$	(4,731)
FHTC	2,432		(2,760)
NMTC	7,057		(8,471)

Total	$	13,188	$	(15,962)

Three Months Ended September 30, 2024
LIHTC	$	2,777	$	(3,739)
FHTC	738		(690)
NMTC	3,076		(3,825)

Total	$	6,591	$	(8,254)

Nine Months Ended September 30, 2025
LIHTC	$	10,108	$	(13,547)
FHTC	3,602		(4,178)
NMTC	16,296		(19,780)

Total	$	30,006	$	(37,505)

Nine Months Ended September 30, 2024
LIHTC	$	8,042	$	(10,813)
FHTC	2,000		(2,043)
NMTC	8,168		(10,175)
Renewable Energy	197		—
Total	$	18,407	$	(23,031)

(1)The amortization expense for the LIHTC and FHTC investments is included in our income tax expense. NMTC amortization is recognized in noninterest expense in correlation to the recognition of tax credits on our tax return. Amortization expense for the Renewable Energy tax credits is included in noninterest expense.

(2)All of the tax benefits recognized are included in our income tax expense. The tax benefit recognized for the NMTC investments primarily reflects the tax credits generated from the investments and excludes the net tax expense (benefit) and deferred tax liability of the investments’ income (loss).

NOTE 10 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are secured borrowings. Old National pledges investment securities to secure these borrowings. The following table presents securities sold under agreements to repurchase and related weighted-average interest rates:


	At or for the Nine Months Ended September 30,
(dollars in thousands)	2025			2024
Outstanding at period end	$	277,594		$	244,626
Average amount outstanding during the period	286,137			261,818
Maximum amount outstanding at any month-end during the period	311,335			319,423
Weighted-average interest rate:
During the period	0.90		%	1.11		%
At period end	1.13		%	1.09		%

At December 31, 2024, securities sold under agreements to repurchase totaled $269.0 million with a weighted-average interest rate of 0.86%.

The following table presents the contractual maturity of our secured borrowings and class of collateral pledged:


	At September 30, 2025
	Remaining Contractual Maturity of the Agreements
(dollars in thousands)	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 days		Total
Repurchase Agreements:
U.S. Treasury and agency securities	$	277,594	$	—	$	—	$	—	$	277,594
Total	$	277,594	$	—	$	—	$	—	$	277,594

NOTE 11 – FEDERAL HOME LOAN BANK ADVANCES

The following table summarizes Old National Bank’s FHLB advances:


(dollars in thousands)	September 30, 2025		December 31, 2024
FHLB advances (fixed rates 2.25% to 5.03% and variable rates 4.09% to 4.28%) maturing November 2025 to January 2045	$	5,655,200	$	4,475,285
Fair value hedge basis adjustments and unamortized prepayment fees	8,161		(22,726)
Total	$	5,663,361	$	4,452,559

FHLB advances had weighted-average rates of 3.81% at September 30, 2025 and 3.54% at December 31, 2024. FHLB advances are collateralized by designated assets that may include qualifying commercial real estate loans, residential and multifamily mortgages, home equity loans, and certain investment securities.

At September 30, 2025, total unamortized prepayment fees related to all FHLB advance debt modifications completed in prior years totaled $3.7 million, compared to $8.2 million at December 31, 2024.

Contractual maturities of FHLB advances at September 30, 2025 were as follows:


(dollars in thousands)
Due in 2025	$	1,600,000
Due in 2026	230,000
Due in 2027	141,000
Due in 2028	748,000
Due in 2029	706,000
Thereafter	2,230,200
Fair value hedge basis adjustments and unamortized prepayment fees	8,161
Total	$	5,663,361

NOTE 12 – OTHER BORROWINGS

The following table summarizes Old National’s other borrowings:


(dollars in thousands)	September 30, 2025		December 31, 2024
Old National Bancorp:
Subordinated debentures (fixed rate 5.88%) maturing September 2026	$	150,000	$	150,000
Subordinated debentures redeemed in September 2025	—		30,000
Junior subordinated debentures (rates of 5.70% to 8.15%) maturing July 2031 to September 2037	198,499		136,643
Other basis adjustments	9,181		13,049
Old National Bank:
Finance lease liabilities	25,410		24,822
Subordinated debentures (3-month Secured Overnight Financing Rate (“SOFR”) plus 4.618%; variable rate 8.93%) maturing October 2025	12,000		12,000
Leveraged loans for NMTC (fixed rates of 1.00% to 7.25%) maturing December 2027 to June 2060	407,209		210,251
Other (1)	23,126		112,853
Total other borrowings	$	825,425	$	689,618

(1)Includes overnight borrowings to collateralize certain derivative positions totaling $23.1 million at September 30, 2025 and $112.8 million at December 31, 2024.

Contractual maturities of other borrowings at September 30, 2025 were as follows:


(dollars in thousands)
Due in 2025	$	37,346
Due in 2026	157,934
Due in 2027	18,783
Due in 2028	1,846
Due in 2029	1,059
Thereafter	599,269
Unamortized debt issuance costs and other basis adjustments	9,188
Total	$	825,425

Junior Subordinated Debentures

Junior subordinated debentures related to trust preferred securities are classified in “other borrowings” and qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.

Through various mergers and acquisitions, Old National assumed junior subordinated debenture obligations related to various trusts that issued trust preferred securities. Old National guarantees the payment of distributions on the trust preferred securities issued by the trusts. Proceeds from the issuance of each of these securities were used to purchase junior subordinated debentures with the same financial terms as the securities issued by the trusts.

Old National, at any time, may redeem the junior subordinated debentures at par and, thereby cause a redemption of the trust preferred securities in whole or in part.

The following table summarizes the terms of our outstanding junior subordinated debentures at September 30, 2025:


(dollars in thousands)					Rate at September 30, 2025
Name of Trust	Issuance Date	Issuance Amount		Rate		Maturity Date
Bridgeview Statutory Trust I	July 2001	$	15,464	3-month SOFR plus 3.58%	8.15%	July 31, 2031
Bridgeview Capital Trust II	December 2002	15,464		3-month SOFR plus 3.35%	7.93%	January 7, 2033
First Midwest Capital Trust I	November 2003	37,825		6.95% fixed	6.95%	December 1, 2033
St. Joseph Capital Trust II	March 2005	5,155		3-month SOFR plus 1.75%	6.03%	March 17, 2035
Northern States Statutory Trust I	September 2005	10,310		3-month SOFR plus 1.80%	6.10%	September 15, 2035
Anchor Capital Trust III	August 2005	5,000		3-month SOFR plus 1.55%	5.81%	September 30, 2035
Great Lakes Statutory Trust II	December 2005	6,186		3-month SOFR plus 1.40%	5.70%	December 15, 2035
Bremer Statutory Trust II	June 2006	61,856		3-month SOFR plus 1.60%	6.03%	June 1, 2036
Home Federal Statutory Trust I	September 2006	15,464		3-month SOFR plus 1.65%	5.95%	September 15, 2036
Monroe Bancorp Capital Trust I	July 2006	3,093		3-month SOFR plus 1.60%	6.18%	October 7, 2036
Tower Capital Trust 3	December 2006	9,279		3-month SOFR plus 1.69%	6.12%	March 1, 2037
Monroe Bancorp Statutory Trust II	March 2007	5,155		3-month SOFR plus 1.60%	5.90%	June 15, 2037
Great Lakes Statutory Trust III	June 2007	8,248		3-month SOFR plus 1.70%	6.00%	September 15, 2037
Total		$	198,499

Leveraged Loans

The leveraged loans are directly related to the NMTC structure. As part of the transaction structure, Old National has the right to sell its interest in the entity that received the leveraged loans at an agreed upon price to the leveraged lender at the end of the NMTC seven-year compliance period. See Note 9 to the consolidated financial statements for additional information on the Company’s NMTC investments.

Finance Lease Liabilities

Old National has long-term finance lease liabilities for certain banking centers and equipment totaling $25.4 million at September 30, 2025. See Note 7 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities.

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes within each classification of AOCI, net of tax:


(dollars in thousands)	Unrealized Gains and Losses on Available-for-Sale Debt Securities		Unrecognized Gains and Losses on Held-to-Maturity Securities		Gains and Losses on Hedges		Total
Three Months Ended September 30, 2025
Balance at beginning of period	$	(542,158)	$	(76,336)	$	18,886	$	(599,608)
Other comprehensive income (loss) before reclassifications	70,964		—		(1,184)		69,780
Amounts reclassified from AOCI to income (1)	(5)		3,014		2,428		5,437
Balance at end of period	$	(471,199)	$	(73,322)	$	20,130	$	(524,391)

Three Months Ended September 30, 2024
Balance at beginning of period	$	(699,318)	$	(88,986)	$	(3,104)	$	(791,408)
Other comprehensive income (loss) before reclassifications	162,861		—		17,537		180,398
Amounts reclassified from AOCI to income (1)	57		3,537		3,660		7,254
Balance at end of period	$	(536,400)	$	(85,449)	$	18,093	$	(603,756)

Nine Months Ended September 30, 2025
Balance at beginning of period	$	(668,063)	$	(82,294)	$	4,314	$	(746,043)
Other comprehensive income (loss) before reclassifications	196,782		—		10,623		207,405
Amounts reclassified from AOCI to income (1)	82		8,972		5,193		14,247
Balance at end of period	$	(471,199)	$	(73,322)	$	20,130	$	(524,391)

Nine Months Ended September 30, 2024
Balance at beginning of period	$	(652,518)	$	(95,472)	$	9,181	$	(738,809)
Other comprehensive income (loss) before reclassifications	116,051		—		(1,883)		114,168
Amounts reclassified from AOCI to income (1)	67		10,023		10,795		20,885
Balance at end of period	$	(536,400)	$	(85,449)	$	18,093	$	(603,756)

(1)See table below for details about reclassifications to income.

The following table summarizes the amounts reclassified out of each component of AOCI for the three months ended September 30, 2025 and 2024:


	Three Months Ended September 30,
(dollars in thousands)	2025		2024
Details about AOCI Components	Amount Reclassified from AOCI				Affected Line Item in the Statement of Income
Unrealized gains and losses on available-for-sale securities	$	7	$	(76)	Debt securities gains (losses), net
	(2)		19		Income tax (expense) benefit
	$	5	$	(57)	Net income
Amortization of unrecognized losses on held-to-maturity securities transferred from available-for-sale	$	(4,040)	$	(4,740)	Interest income (expense)
	1,026		1,203		Income tax (expense) benefit
	$	(3,014)	$	(3,537)	Net income
Gains and losses on hedges Interest rate contracts	$	(3,275)	$	(4,936)	Interest income (expense)
	847		1,276		Income tax (expense) benefit
	$	(2,428)	$	(3,660)	Net income





Total reclassifications for the period	$	(5,437)	$	(7,254)	Net income

The following table summarizes the amounts reclassified out of each component of AOCI for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
(dollars in thousands)	2025		2024
Details about AOCI Components	Amount Reclassified from AOCI				Affected Line Item in the Statement of Income
Unrealized gains and losses on available-for-sale securities	$	(110)	$	(90)	Debt securities gains (losses), net
	28		23		Income tax (expense) benefit
	$	(82)	$	(67)	Net income
Amortization of unrecognized losses on held-to-maturity securities transferred from available-for-sale	$	(12,024)	$	(13,434)	Interest income (expense)
	3,052		3,411		Income tax (expense) benefit
	$	(8,972)	$	(10,023)	Net income
Gains and losses on hedges Interest rate contracts	$	(7,004)	$	(14,560)	Interest income (expense)
	1,811		3,765		Income tax (expense) benefit
	$	(5,193)	$	(10,795)	Net income





Total reclassifications for the period	$	(14,247)	$	(20,885)	Net income

NOTE 14 – INCOME TAXES

The following is a summary of the major items comprising the differences in taxes from continuing operations computed at the federal statutory rate and as recorded in the consolidated statements of income:


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2025			2024			2025			2024
Provision at statutory rate of 21%	$	48,846		$	38,867		$	119,672		$	103,810
Tax-exempt income:
Tax-exempt interest	(6,318)			(4,871)			(16,169)			(14,856)
Section 291/265 interest disallowance	1,733			927			3,766			2,768
Company-owned life insurance income	(1,594)			(1,089)			(4,126)			(2,961)
Tax-exempt income	(6,179)			(5,033)			(16,529)			(15,049)
State income taxes	11,144			7,485			23,139			18,965
Interim period effective rate adjustment	1,556			1,096			1,250			1,969
Tax credit investments - federal	(8,904)			(3,619)			(18,162)			(9,780)
Officer compensation limitation	904			765			2,712			3,021
Non-deductible FDIC premiums	2,960			2,462			7,813			6,241
Other, net	(296)			(743)			(2,662)			(159)
Income tax expense	$	50,031		$	41,280		$	117,233		$	109,018
Effective tax rate	21.5		%	22.3		%	20.6		%	22.1		%

Net Deferred Tax Assets

Net deferred tax assets are included in other assets on the balance sheet. At September 30, 2025, net deferred tax assets totaled $482.6 million, compared to $456.4 million at December 31, 2024. No valuation allowance was required on the Company’s deferred tax assets at September 30, 2025 or December 31, 2024.

The Company’s retained earnings at September 30, 2025 included an appropriation for acquired thrifts’ tax bad debt allowances totaling $58.6 million for which no provision for federal or state income taxes has been made. If in the future, this portion of retained earnings were distributed as a result of the liquidation of the Company or its subsidiaries, federal and state income taxes would be imposed at the then applicable rates.

Old National has federal net operating loss carryforwards totaling $84.1 million at September 30, 2025 and $60.2 million at December 31, 2024. This federal net operating loss was acquired from the acquisition of Anchor BanCorp Wisconsin Inc. in 2016, First Midwest Bancorp, Inc. in 2022, CapStar in 2024, and Bremer in 2025. If not used, the federal net operating loss carryforwards will begin expiring in 2032 and later. Old National has recorded state net operating loss carryforwards totaling $120.3 million at September 30, 2025 and $106.0 million at December 31, 2024. If not used, the state net operating loss carryforwards will expire from 2028 to 2044.

The federal and recorded state net operating loss carryforwards are subject to an annual limitation under Internal Revenue Code section 382. Old National believes that all of the federal and recorded state net operating loss carryforwards will be used prior to expiration.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which contains numerous tax provisions. The Company does not believe the OBBBA will have a material impact on its 2025 consolidated financial statements and will continue to evaluate its longer-term impact.

NOTE 15 – DERIVATIVE FINANCIAL INSTRUMENTS

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, and floors. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.

Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract

amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.

Derivatives Designated as Hedges

Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:

Cash flow hedges: changes in fair value are recognized as a component in other comprehensive income (loss).

Fair value hedges: changes in fair value are recognized concurrently in earnings.

As long as a hedging instrument is designated, and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100% of the periodic changes in fair value of the hedging instrument are accounted for as outlined above. This is the case whether or not economic mismatches exist in the hedging relationship. As a result, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings.

The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is presented in the same income statement line item that is used to present the earnings effect of the hedged item.

Cash Flow Hedges

Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $50.0 million notional amount at September 30, 2025 and $150.0 million notional amount at December 31, 2024. Interest rate swaps, collars, and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $2.0 billion notional amount at September 30, 2025 and $1.9 billion notional amount at December 31, 2024. The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.

Old National has designated its interest rate collars as cash flow hedges. The structure of these instruments is such that Old National pays the counterparty an incremental amount if the collar index exceeds the cap rate. Conversely, Old National receives an incremental amount if the index falls below the floor rate. No payments are required if the collar index falls between the cap and floor rates.

Old National has designated its interest rate floor transactions as cash flow hedges. The structure of these instruments is such that Old National receives an incremental amount if the index falls below the floor strike rate. No payments are required if the index remains above the floor strike rate.

Fair Value Hedges

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $1.1 billion notional amount at both September 30, 2025 and December 31, 2024. Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $927.4 million notional amount at both September 30, 2025 and December 31, 2024. The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.

The following table summarizes Old National’s derivatives designated as hedges:


	September 30, 2025						December 31, 2024
			Fair Value						Fair Value
(dollars in thousands)	Notional		Assets (1)		Liabilities (2)		Notional		Assets (1)		Liabilities (2)
Cash flow hedges
Interest rate swaps, collars, and floors on loan pools	$	2,000,000	$	13,448	$	1,845	$	1,900,000	$	3,490	$	11,196
Interest rate swaps on borrowings (3)	50,000		—		—		150,000		—		—
Fair value hedges
Interest rate swaps on investment securities (3)	927,407		—		—		927,407		—		—
Interest rate swaps on borrowings (3)	1,100,000		5,412		—		1,100,000		665		—
Total			$	18,860	$	1,845			$	4,155	$	11,196

(1)Derivative assets are included in other assets on the balance sheet.

(2)Derivative liabilities are included in other liabilities on the balance sheet.

(3)The fair values of certain counterparty interest rate swaps are zero due to the settlement of centrally cleared variation margin rules.

The effect of derivative instruments in fair value hedging relationships on the consolidated statements of income were as follows:


(dollars in thousands)						Gain (Loss) Recognized in Income on Related Hedged Items
Derivatives in Fair Value Hedging Relationships	Location of Gain or (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative		Hedged Items in Fair Value Hedging Relationships	Location of Gain or (Loss) Recognized in in Income on Related Hedged Item
Three Months Ended September 30, 2025
Interest rate contracts	Interest income/(expense)	$	1,532	Fixed-rate debt	Interest income/(expense)	$	(1,552)
Interest rate contracts	Interest income/(expense)	(4,613)		Fixed-rate investment securities	Interest income/(expense)	4,592
Total		$	(3,081)			$	3,040


Three Months Ended September 30, 2024
Interest rate contracts	Interest income/(expense)	$	24,495	Fixed-rate debt	Interest income/(expense)	$	(24,645)
Interest rate contracts	Interest income/(expense)	(44,845)		Fixed-rate investment securities	Interest income/(expense)	45,167
Total		$	(20,350)			$	20,522


Nine Months Ended September 30, 2025
Interest rate contracts	Interest income/(expense)	$	16,596	Fixed-rate debt	Interest income/(expense)	$	(16,559)
Interest rate contracts	Interest income/(expense)	(32,359)		Fixed-rate investment securities	Interest income/(expense)	32,302
Total		$	(15,763)			$	15,743


Nine Months Ended September 30, 2024
Interest rate contracts	Interest income/(expense)	$	10,207	Fixed-rate debt	Interest income/(expense)	$	(10,246)
Interest rate contracts	Interest income/(expense)	(16,161)		Fixed-rate investment securities	Interest income/(expense)	16,454
Total		$	(5,954)			$	6,208

The effect of derivative instruments in cash flow hedging relationships on the consolidated statements of income were as follows:


		Three Months Ended September 30,				Three Months Ended September 30,
(dollars in thousands)		2025		2024		2025		2024
Derivatives in Cash Flow Hedging Relationships	Location of Gain or (Loss) Reclassified from AOCI into Income	Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Gain (Loss) Reclassified from AOCI into Income
Interest rate contracts	Interest income/(expense)	$	(1,596)	$	23,654	$	(4,373)	$	(5,970)
		Nine Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Derivatives in Cash Flow Hedging Relationships	Location of Gain or (Loss) Reclassified from AOCI into Income	Gain (Loss) Recognized in Other Comprehensive Income on Derivative				Gain (Loss) Reclassified from AOCI into Income
Interest rate contracts	Interest income/(expense)	$	14,328	$	(2,540)	$	(10,299)	$	(17,661)

Amounts reported in AOCI related to cash flow hedges will be reclassified to interest income or interest expense as interest payments are received or paid on Old National’s derivative instruments. During the next 12 months, we estimate that $3.8 million will be reclassified to interest income and $14.3 million will be reclassified to interest expense.

Derivatives Not Designated as Hedges

Commitments to fund certain mortgage loans (“interest rate lock commitments”) and forward commitments for the future delivery of mortgage loans to third party investors (“forward mortgage loan contracts”) are considered derivatives. These derivative contracts do not qualify for hedge accounting. At September 30, 2025, the notional amounts of the interest rate lock commitments were $126.1 million and forward mortgage loan contracts were $202.5 million. At December 31, 2024, the notional amounts of the interest rate lock commitments were $57.4 million and forward commitments were $88.8 million. It is our practice to enter into forward mortgage loan contracts for the future delivery of residential mortgage loans to third-party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from our commitment to fund the loans.

Old National also enters into derivative instruments for the benefit of its clients. The notional amounts of these customer derivative instruments and the offsetting counterparty derivative instruments were $9.7 billion at September 30, 2025 and $6.3 billion at December 31, 2024. These derivative contracts do not qualify for hedge accounting. These instruments include interest rate swaps and collars. Commonly, Old National will economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.

Old National enters into derivative financial instruments as part of its foreign currency risk management strategies. These derivative instruments consist of foreign currency forward contracts to accommodate the business needs of its clients. Old National does not designate these foreign currency forward contracts for hedge accounting treatment.

The following table summarizes Old National’s derivatives not designated as hedges:


	September 30, 2025						December 31, 2024
			Fair Value						Fair Value
(dollars in thousands)	Notional		Assets (1)		Liabilities (2)		Notional		Assets (1)		Liabilities (2)
Interest rate lock commitments	$	126,070	$	522	$	—	$	57,380	$	—	$	166
Forward mortgage loan contracts	202,529		—		82		88,808		807		—
Customer interest rate swaps	9,706,441		83,696		191,202		6,255,123		12,827		219,926
Counterparty interest rate swaps (3)	9,706,441		78,452		84,168		6,255,123		128,469		12,902
Customer foreign currency contracts	7,919		230		33		10,265		28		121
Counterparty foreign currency contracts	7,688		39		169		10,093		192		2
Total			$	162,939	$	275,654			$	142,323	$	233,117

(1)Derivative assets are included in other assets on the balance sheet.

(2)Derivative liabilities are included in other liabilities on the balance sheet.

(3)The fair values of certain counterparty interest rate swaps are zero due to the settlement of centrally cleared variation margin rules.

The effect of derivatives not designated as hedging instruments on the consolidated statements of income were as follows:


		Three Months Ended September 30,
(dollars in thousands)		2025		2024
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative
Interest rate contracts (1)	Other income/(expense)	$	(826)	$	(89)
Mortgage contracts	Mortgage banking revenue	8		114
Foreign currency contracts	Other income/(expense)	(21)		(27)
Total		$	(839)	$	(2)

		Nine Months Ended September 30,
		2025		2024
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	Gain (Loss) Recognized in Income on Derivative
Interest rate contracts (1)	Other income/(expense)	$	(679)	$	319
Mortgage contracts	Mortgage banking revenue	(495)		158
Foreign currency contracts	Other income/(expense)	(33)		(108)
Total		$	(1,207)	$	369

(1)Includes the valuation differences between the customer and offsetting swaps.

Fair Value of Offsetting Derivatives

Certain derivative instruments are subject to master netting agreements with counterparties that provide rights of setoff. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Balance Sheet. The following table presents the fair value of the Company’s derivatives and offsetting positions:



	September 30, 2025				December 31, 2024
(dollars in thousands)	Assets		Liabilities		Assets		Liabilities
Gross amounts recognized	$	181,799	$	277,499	$	146,478	$	244,313
Less: amounts offset in the Consolidated Balance Sheet	—		—		—		—
Net amount presented in the Consolidated Balance Sheet	181,799		277,499		146,478		244,313
Gross amounts not offset in the Consolidated Balance Sheet
Offsetting derivative positions	(86,013)		(86,013)		(24,098)		(24,098)
Cash collateral pledged	(338)		(23,349)		—		(112,499)
Net credit exposure	$	95,448	$	168,137	$	122,380	$	107,716

NOTE 16 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES

Litigation

At September 30, 2025, there were certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management does not expect that any potential liabilities arising from pending litigation will have a material adverse effect on the Company’s business, financial position, or results of operations.

Credit-Related Financial Instruments

Old National holds instruments, in the normal course of business with clients, that are considered financial guarantees and are recorded at fair value. Standby letters of credit guarantees are issued in connection with agreements made by clients to counterparties. Standby letters of credit are contingent upon failure of the client to perform the terms of the underlying contract. Credit risk associated with standby letters of credit is essentially the same as that associated with extending loans to clients and is subject to normal credit policies. The term of these standby letters of credit is typically one year or less. These commitments are not recorded in the consolidated financial statements.

The following table summarizes Old National Bank’s unfunded loan commitments and standby letters of credit:


(dollars in thousands)	September 30, 2025		December 31, 2024
Unfunded loan commitments (1)	$	11,741,820	$	8,533,433
Standby letters of credit (2)	266,892		194,323

(1)Excludes cancellable loan commitments of $2.9 billion at September 30, 2025 and $2.5 billion at December 31, 2024.

(2)Notional amount, which represents the maximum amount of future funding requirements. The carrying value was $1.6 million at September 30, 2025 and $1.7 million at December 31, 2024.

At September 30, 2025, approximately 3% of the unfunded loan commitments had fixed rates, with the remainder having floating rates ranging from 0.01% to 21.24%. The allowance for unfunded loan commitments totaled $32.3 million at September 30, 2025 and $21.7 million at December 31, 2024.

Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of $1.2 billion at September 30, 2025 and $730.5 million at December 31, 2024.

NOTE 17 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure fair values:

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

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

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

Old National used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment securities and equity securities: The fair values for investment securities and equity securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using swap and SOFR curves plus spreads that adjust for loss severities, volatility, credit risk, and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Loans held-for-sale: The fair value of loans held-for-sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).

Derivative financial instruments: The fair values of derivative financial instruments are based on market quotes developed using observable inputs as of the valuation date (Level 2).

Recurring Basis

Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which we have elected the fair value option, are summarized below:


			Fair Value Measurements at September 30, 2025 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Equity securities	$	126,281	$	126,281	$	—	$	—
Investment securities available-for-sale:
U.S. Treasury	214,081		214,081		—		—
U.S. government-sponsored entities and agencies	1,349,759		—		1,349,759		—
Mortgage-backed securities - Agency	9,191,823		—		9,191,823		—
States and political subdivisions	433,164		—		433,164		—
Pooled trust preferred securities	11,533		—		11,533		—
Other securities	217,527		—		217,527		—
Loans held-for-sale	80,341		—		80,341		—
Derivative assets	181,799		—		181,799		—
Financial Liabilities
Derivative liabilities	277,499		—		277,499		—


			Fair Value Measurements at December 31, 2024 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Equity securities	$	91,996	$	91,996	$	—	$	—
Investment securities available-for-sale:
U.S. Treasury	199,013		199,013		—		—
U.S. government-sponsored entities and agencies	1,257,906		—		1,257,906		—
Mortgage-backed securities - Agency	5,204,891		—		5,204,891		—
States and political subdivisions	485,544		—		485,544		—
Pooled trust preferred securities	11,322		—		11,322		—
Other securities	299,783		—		299,783		—
Loans held-for-sale	34,483		—		34,483		—
Derivative assets	146,478		—		146,478		—
Financial Liabilities
Derivative liabilities	244,313		—		244,313		—

Non-Recurring Basis

Assets measured at fair value at September 30, 2025 on a non-recurring basis are summarized below:


			Fair Value Measurements at September 30, 2025 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral Dependent Loans:
Commercial loans	$	29,027	$	—	$	—	$	29,027
Commercial real estate loans	159,600		—		—		159,600
Foreclosed Assets:
Commercial	1,219		—		—		1,219

Commercial and commercial real estate loans that are deemed collateral dependent are valued using the discounted cash flows. The liquidation amounts are based on the fair value of the underlying collateral using the most recently available appraisals with certain adjustments made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral. These commercial and commercial real estate loans had a principal amount of $254.5 million, with a valuation allowance of $65.9 million at September 30, 2025. Old National recorded provision expense associated with these loans totaling $7.7 million and $32.4 million for the three and nine months ended September 30, 2025, respectively, compared to $19.4 million and $33.2 million for the three and nine months ended September 30, 2024, respectively.

Other real estate owned and other repossessed property is measured at fair value less costs to sell on a non-recurring basis and had a net carrying amount of $1.2 million at September 30, 2025. There were no writedowns on other real estate owned in the three months ended September 30, 2025 and $0.5 million of write-downs in the nine months ended September 30, 2025, compared to $0.1 million and $0.5 million for the three and nine months ended September 30, 2024, respectively.

Assets measured at fair value at December 31, 2024 on a non-recurring basis are summarized below:


			Fair Value Measurements at December 31, 2024 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral Dependent Loans:
Commercial loans	$	33,658	$	—	$	—	$	33,658
Commercial real estate loans	121,393		—		—		121,393
Foreclosed Assets:
Commercial real estate	975		—		—		975
Residential	244		—		—		244

At December 31, 2024, commercial and commercial real estate loans that are deemed collateral dependent had a principal amount of $213.8 million, with a valuation allowance of $58.7 million. Net carrying amount of other real estate owned and other repossessed property totaled $1.2 million at December 31, 2024.

The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 of the fair value hierarchy:


(dollars in thousands)	Fair Value		Valuation Techniques	Unobservable Input	Range (Weighted Average) (1)
September 30, 2025
Collateral Dependent Loans
Commercial loans	$	29,027	Discounted	Discount for type of property,	17% - 50% (37%)
			cash flow	age of appraisal, and current status
Commercial real estate loans	159,600		Discounted	Discount for type of property,	3% - 28% (12%)
			cash flow	age of appraisal, and current status
Foreclosed Assets
Commercial real estate	1,219		Fair value of	Discount for type of property,	30% - 35% (31%)
			collateral	age of appraisal, and current status


December 31, 2024
Collateral Dependent Loans
Commercial loans	$	33,658	Discounted	Discount for type of property,	9% - 49% (31%)
			cash flow	age of appraisal, and current status
Commercial real estate loans	121,393		Discounted	Discount for type of property,	3% - 46% (18%)
			cash flow	age of appraisal, and current status
Foreclosed Assets
Commercial real estate (2)	975		Fair value of	Discount for type of property,	28%
			collateral	age of appraisal, and current status
Residential (2)	244		Fair value of	Discount for type of property,	24%
			collateral	age of appraisal, and current status

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)There was only one foreclosed commercial real estate property and one foreclosed residential property at December 31, 2024 with write-downs during the year ended December 31, 2024, so no range or weighted average is reported.

Fair Value Option

Old National may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made.

Loans Held-For-Sale

Old National has elected the fair value option for loans held-for-sale. For these loans, interest income is recorded in the consolidated statements of income based on the contractual amount of interest income earned on the financial assets (except any that are on nonaccrual status). None of these loans are 90 days or more past due, nor are any on nonaccrual status. Interest income for loans held-for-sale is included in the income statement totaling $0.9 million and $2.6 million for the three and nine months ended September 30, 2025, respectively, compared to $0.7 million and $1.5 million for the three and nine months ended September 30, 2024, respectively.

Newly originated conforming fixed-rate and adjustable-rate first mortgage loans are intended for sale and are hedged with derivative instruments. Old National has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification. The fair value option was not elected for loans held for investment.

The difference between the aggregate fair value and the aggregate remaining principal balance for loans for which the fair value option has been elected was as follows:


(dollars in thousands)	Aggregate Fair Value		Difference		Contractual Principal
September 30, 2025
Loans held-for-sale	$	80,341	$	1,829	$	78,512
December 31, 2024
Loans held-for-sale	$	34,483	$	271	$	34,212

Accrued interest at period end is included in the fair value of the instruments.

The following table presents the amount of gains and losses from fair value changes included in income before income taxes for financial assets carried at fair value:


(dollars in thousands)	Other Gains and (Losses)		Interest Income		Interest (Expense)		Total Changes in Fair Values Included in Current Period Earnings
Three Months Ended September 30, 2025
Loans held-for-sale	$	152	$	—	$	(72)	$	80

Three Months Ended September 30, 2024
Loans held-for-sale	$	809	$	7	$	—	$	816

Nine Months Ended September 30, 2025
Loans held-for-sale	$	1,538	$	101	$	(81)	$	1,558

Nine Months Ended September 30, 2024
Loans held-for-sale	$	712	$	13	$	(5)	$	720

Financial Instruments Not Carried at Fair Value

The carrying amounts and estimated fair values of financial instruments not carried at fair value were as follows:


			Fair Value Measurements at September 30, 2025 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Cash, due from banks, money market, and other interest-earning investments	$	1,682,617	$	1,682,617	$	—	$	—
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies	838,535		—		705,894		—
Mortgage-backed securities - Agency	925,192		—		794,313		—
State and political subdivisions	1,146,488		—		1,018,465		—

Loans, net:
Commercial	14,269,888		—		—		14,364,783
Commercial real estate	21,799,953		—		—		21,865,744
Residential real estate	8,158,696		—		—		7,333,743
Consumer credit	3,167,200		—		—		3,049,702
Accrued interest receivable	296,351		1,166		68,539		226,646
Financial Liabilities
Deposits:
Noninterest-bearing demand deposits	$	12,691,658	$	12,691,658	$	—	$	—
Checking, NOW, savings, and money market interest-bearing deposits	33,153,122		33,153,122		—		—
Time deposits	9,161,404		—		9,131,299		—
Federal funds purchased and interbank borrowings	1		1		—		—
Securities sold under agreements to repurchase	277,594		277,594		—		—
FHLB advances	5,663,361		—		5,638,547		—
Other borrowings	825,425		—		823,929		—
Accrued interest payable	63,539		—		63,539		—
Standby letters of credit	1,643		—		—		1,643

Off-Balance Sheet Financial Instruments
Commitments to extend credit	$	—	$	—	$	—	$	5,869


			Fair Value Measurements at December 31, 2024 Using
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Cash, due from banks, money market, and other interest-earning investments	$	1,227,968	$	1,227,968	$	—	$	—
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies	832,984		—		664,331		—
Mortgage-backed securities - Agency	970,212		—		800,666		—
State and political subdivisions	1,151,685		—		1,006,141		—
Loans, net:
Commercial	10,138,241		—		—		10,158,299
Commercial real estate	16,105,961		—		—		15,961,968
Residential real estate	6,774,664		—		—		6,080,709
Consumer credit	2,874,499		—		—		2,800,060
Accrued interest receivable	233,010		912		60,459		171,639
Financial Liabilities
Deposits:
Noninterest-bearing demand deposits	$	9,399,019	$	9,399,019	$	—	$	—
Checking, NOW, savings, and money market interest-bearing deposits	24,668,802		24,668,802		—		—
Time deposits	6,755,739		—		6,727,453		—
Federal funds purchased and interbank borrowings	385		385		—		—
Securities sold under agreements to repurchase	268,975		268,975		—		—
FHLB advances	4,452,559		—		4,340,188		—
Other borrowings	689,618		—		689,246		—
Accrued interest payable	65,057		—		65,057		—
Standby letters of credit	1,742		—		—		1,742

Off-Balance Sheet Financial Instruments
Commitments to extend credit	$	—	$	—	$	—	$	3,403

The methods utilized to measure the fair value of financial instruments at September 30, 2025 and December 31, 2024 represent an approximation of exit price, however, an actual exit price may differ.

NOTE 18 – SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in assessing performance and in deciding how to allocate resources. Old National’s CODM is the Chairman and CEO of the Company.

Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States and elsewhere, including commercial and consumer loan and depository services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services. The Company’s business activities are predominantly similar in their nature, operations, and economic characteristics, largely serving commercial and specialty banking clients with products and services that are offered through overall similar processes and platforms. The accounting policies for the services discussed here are the same as those described in Note 1 to the consolidated financial statements included in Old National’s Annual Report on Form 10-K for the year ended December 31, 2024. We earn interest income on loans as well as fee income from the origination of loans and from fees charged on deposit accounts. Lending activities include loans to individuals, which primarily consist of home equity lines of credit, residential real estate loans, and consumer loans, and loans to commercial clients, which include commercial loans, commercial real estate loans, agricultural loans, letters of credit, and lease financing. Residential real estate loans are either kept in our loan portfolio or sold to secondary investors, with gains or losses from the sales being recognized.

The CODM uses consolidated net income to monitor results, evaluate budget-to-actual variances, perform competitive analyses that benchmark the Company to competitors, and determine whether to reinvest earnings in the

Company or to deploy capital in other ways to maximize shareholder value. The CODM is regularly provided with the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis. The CODM also uses such information to monitor the level of expenses incurred associated with the various aspects of the Company’s business that support our clients, generate revenues, and are associated with the overall administration of the Company’s operations. In addition, certain internal financial information is also used by the CODM to monitor credit quality and credit loss expense. As a result, the Company has determined that it has only one reportable segment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is an analysis generally discussing our results of operations for the three and nine months ended September 30, 2025 compared to the same periods in 2024, and financial condition as of September 30, 2025 compared to December 31, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, as well as our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report on Form 10-K”).

FORWARD-LOOKING STATEMENTS

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the expected cost savings, synergies and other financial benefits from the Merger between Old National and Bremer not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives and the diversion of management’s attention from ongoing business operations and opportunities; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this report; and other factors identified in our 2024 Annual Report on Form 10-K and other filings with the SEC. These forward-looking statements are made only as of the date of this report and are not guarantees of future results, performance, or outcomes.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results or outcomes may differ from those contemplated in these forward-looking statements. Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this report. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.

Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors” included in Item 1A of Part I of Old National’s 2024 Form 10-K and our other filings with the SEC.

FINANCIAL HIGHLIGHTS

The following table sets forth certain financial highlights of Old National for the previous five quarters:


	Three Months Ended
(dollars and shares in thousands, except per share data)	September 30,			June 30,			March 31,			December 31,			September 30,
	2025			2025			2025			2024			2024
Income Statement:
Net interest income	$	574,609		$	514,790		$	387,643		$	394,180		$	391,724
Taxable equivalent adjustment (1) (3)	7,975			7,063			5,360			5,777			6,144
Net interest income - taxable equivalent basis (3)	582,584			521,853			393,003			399,957			397,868
Provision for credit losses	26,738			106,835			31,403			27,017			28,497
Noninterest income	130,461			132,517			93,794			95,766			94,138
Noninterest expense	445,734			384,766			268,471			276,824			272,283
Net income available to common shareholders	178,533			121,375			140,625			149,839			139,768
Per Common Share Data:
Weighted average diluted common shares	390,496			361,436			321,016			318,803			317,331
Net income (diluted)	$	0.46		$	0.34		$	0.44		$	0.47		$	0.44
Cash dividends	0.14			0.14			0.14			0.14			0.14
Common dividend payout ratio (2)	30		%	41		%	32		%	30		%	32		%
Book value	$	20.64		$	20.12		$	19.71		$	19.11		$	19.20
Stock price	21.95			21.34			21.19			21.71			18.66
Tangible common book value (3)	13.15			12.60			12.54			11.91			11.97
Performance Ratios:
Return on average assets	1.03		%	0.77		%	1.08		%	1.14		%	1.08		%
Return on average common equity	9.01			6.74			9.11			9.83			9.40

Return on average tangible common equity (3)	15.87			12.00			15.02			16.37			15.96
Net interest margin (3)	3.64			3.53			3.27			3.30			3.32
Efficiency ratio (3)	58.84			55.80			53.74			54.37			53.83
Net charge-offs to average loans	0.25			0.24			0.24			0.21			0.19
Allowance for credit losses on loans to ending loans	1.19			1.18			1.10			1.08			1.05
Allowance for credit losses (4) to ending loans	1.26			1.24			1.16			1.14			1.12
Non-performing loans to ending loans	1.23			1.24			1.29			1.23			1.22
Balance Sheet:
Total loans	$	47,967,915		$	47,902,819		$	36,413,944		$	36,285,887		$	36,400,643
Total assets	71,210,162			70,979,805			53,877,944			53,552,272			53,602,293
Total deposits	55,006,184			54,357,683			41,034,572			40,823,560			40,845,746
Total borrowed funds	6,766,381			7,346,098			5,447,054			5,411,537			5,449,096
Total shareholders’ equity	8,309,271			8,126,387			6,534,654			6,340,350			6,367,298
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity	11.02		%	10.74		%	11.62		%	11.38		%	11.00		%
Tier 1	11.49			11.20			12.23			11.98			11.60
Total	12.78			12.59			13.68			13.37			12.94
Leverage ratio (to average assets)	8.72			9.26			9.44			9.21			9.05
Total equity to assets (averages)	11.48			11.38			12.01			11.78			11.60
Tangible common equity to tangible assets (3)	7.53			7.26			7.76			7.41			7.44
Nonfinancial Data:
Full-time equivalent employees	5,243			5,313			4,028			4,066			4,105
Banking centers	351			351			280			280			280

(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.

(2)Cash dividends per common share divided by net income per common share (basic).

(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

(4)Includes the allowance for credit losses on loans and unfunded loan commitments.

The following table sets forth certain financial highlights of Old National for the year-to-date periods:


	Nine Months Ended September 30,
(dollars and shares in thousands, except per share data)	2025			2024
Income Statement:
Net interest income	$	1,477,042		$	1,136,603
Taxable equivalent adjustment (1) (3)	20,398			18,737
Net interest income - taxable equivalent basis (3)	1,497,440			1,155,340
Provision for credit losses	164,976			83,602
Noninterest income	356,772			258,931
Noninterest expense	1,098,971			817,599
Net income available to common shareholders	440,533			373,214
Per Common Share Data:
Weighted average diluted common shares	357,278			308,605
Net income (diluted)	$	1.23		$	1.21
Cash dividends	0.42			0.42
Common dividend payout ratio (2)	34		%	35		%
Book value	$	20.64		$	19.20
Stock price	21.95			18.66
Tangible common book value (3)	13.15			11.97
Performance Ratios:
Return on average assets	0.95		%	0.99		%
Return on average common equity	8.26			8.78

Return on average tangible common equity (3)	14.30			15.00
Net interest margin (3)	3.50			3.31
Efficiency ratio (3)	56.43			56.37
Net charge-offs (recoveries) to average loans	0.24			0.16
Allowance for credit losses on loans to ending loans	1.19			1.05
Allowance for credit losses (4) to ending loans	1.26			1.12
Non-performing loans to ending loans	1.23			1.22
Balance Sheet:
Total loans	$	47,967,915		$	36,400,643
Total assets	71,210,162			53,602,293
Total deposits	55,006,184			40,845,746
Total borrowed funds	6,766,381			5,449,096
Total shareholders’ equity	8,309,271			6,367,298
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity	11.02		%	11.00		%
Tier 1	11.49			11.60
Total	12.78			12.94
Leverage ratio (to average assets)	8.72			9.05
Total equity to assets (averages)	11.59			11.41
Tangible common equity to tangible assets (3)	7.53			7.44
Nonfinancial Data:
Full-time equivalent employees	5,243			4,105
Banking centers	351			280

(1)Calculated using the federal statutory tax rate in effect of 21% for all periods.

(2)Cash dividends per common share divided by net income per common share (basic).

(3)Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

(4)Includes the allowance for credit losses on loans and unfunded loan commitments.

NON-GAAP FINANCIAL MEASURES

The Company’s accounting and reporting policies conform to GAAP and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist users of the financial information in assessing the Company’s operating performance. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the following table.

The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, CECL Day 1 non-PCD provision expense, a pension plan gain, distribution of excess pension assets expense, FDIC special assessment expense, and separation expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

The taxable equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.

In management’s view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as users of the financial information, in assessing the Company’s use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution’s capital strength since they eliminate intangible assets from shareholders’ equity and retain the effect of AOCI in shareholders’ equity.

Although intended to enhance understanding of the Company’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. See the previously provided tables and the following reconciliations in the “Non-GAAP Reconciliations” section for details on the calculation of these measures to the extent presented herein.

The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:


	Three Months Ended
(dollars and shares in thousands, except per share data)	September 30,			June 30,			March 31,			December 31,			September 30,
	2025			2025			2025			2024			2024
Net income per common share:
Net income applicable to common shares	$	178,533		$	121,375		$	140,625		$	149,839		$	139,768
Adjustments:
Merger-related charges	69,274			41,206			5,856			8,117			6,860
Debt securities (gains) losses	(7)			41			76			122			76
CECL Day 1 non-PCD provision expense	—			75,604			—			—			—
Pension plan gain	—			(21,001)			—			—			—
Separation expense	—			—			—			—			2,646




Less: tax effect on net total adjustments (2)	(16,492)			(26,372)			(1,103)			(2,089)			(2,134)
Net income applicable to common shares, adjusted (1)	$	231,308		$	190,853		$	145,454		$	155,989		$	147,216
Weighted average diluted common shares outstanding	390,496			361,436			321,016			318,803			317,331
Net income per common share, diluted	$	0.46		$	0.34		$	0.44		$	0.47		$	0.44
Adjusted net income per common share, diluted (1)	$	0.59		$	0.53		$	0.45		$	0.49		$	0.46
Tangible common book value:
Shareholders’ common equity	$	8,065,552		$	7,882,668		$	6,290,935		$	6,096,631		$	6,123,579
Deduct: Goodwill and intangible assets	2,926,960			2,944,372			2,289,268			2,296,098			2,305,084

Tangible shareholders’ common equity (1)	$	5,138,592		$	4,938,296		$	4,001,667		$	3,800,533		$	3,818,495
Period end common shares	390,768			391,818			319,236			318,980			318,955
Tangible common book value (1)	$	13.15		$	12.60		$	12.54		$	11.91		$	11.97
Return on average tangible common equity:
Net income applicable to common shares	$	178,533		$	121,375		$	140,625		$	149,839		$	139,768
Add: Intangible amortization (net of tax) (2)	19,638			14,722			5,122			5,428			5,558
Tangible net income (1)	$	198,171		$	136,097		$	145,747		$	155,267		$	145,326




Average shareholders’ common equity	$	7,924,856		$	7,208,397		$	6,172,766		$	6,095,234		$	5,946,352
Deduct: Average goodwill and intangible assets	2,931,319			2,670,710			2,292,526			2,301,177			2,304,597

Average tangible shareholders’ common equity (1)	$	4,993,537		$	4,537,687		$	3,880,240		$	3,794,057		$	3,641,755
Return on average tangible common equity (1)	15.87		%	12.00		%	15.02		%	16.37		%	15.96		%
Net interest margin:
Net interest income	$	574,609		$	514,790		$	387,643		$	394,180		$	391,724
Taxable equivalent adjustment	7,975			7,063			5,360			5,777			6,144
Net interest income - taxable equivalent basis (1)	$	582,584		$	521,853		$	393,003		$	399,957		$	397,868
Average earning assets	$	64,032,811		$	59,061,249		$	48,077,320		$	48,411,803		$	47,905,463
Net interest margin (1)	3.64		%	3.53		%	3.27		%	3.30		%	3.32		%
Efficiency ratio:
Noninterest expense	$	445,734		$	384,766		$	268,471		$	276,824		$	272,283
Deduct: Intangible amortization expense	26,184			19,630			6,830			7,237			7,411
Adjusted noninterest expense (1)	$	419,550		$	365,136		$	261,641		$	269,587		$	264,872
Net interest income - taxable equivalent basis (1) (see above)	$	582,584		$	521,853		$	393,003		$	399,957		$	397,868
Noninterest income	130,461			132,517			93,794			95,766			94,138
Deduct: Debt securities gains (losses), net	7			(41)			(76)			(122)			(76)
Adjusted total revenue (1)	$	713,038		$	654,411		$	486,873		$	495,845		$	492,082
Efficiency ratio (1)	58.84		%	55.80		%	53.74		%	54.37		%	53.83		%
Tangible common equity to tangible assets:
Tangible shareholders’ equity (1) (see above)	$	5,138,592		$	4,938,296		$	4,001,667		$	3,800,533		$	3,818,495
Assets	$	71,210,162		$	70,979,805		$	53,877,944		$	53,552,272		$	53,602,293

Deduct: Goodwill and intangible assets	2,926,960			2,944,372			2,289,268			2,296,098			2,305,084

Tangible assets (1)	$	68,283,202		$	68,035,433		$	51,588,676		$	51,256,174		$	51,297,209
Tangible common equity to tangible assets (1)	7.53		%	7.26		%	7.76		%	7.41		%	7.44		%

(1)Represents a non-GAAP financial measure.

(2)Calculated using management’s estimate of the annual fully taxable equivalent income tax rates (federal and state).

The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:


	Nine Months Ended September 30,
(dollars and shares in thousands, except per share data)	2025			2024
Net income per common share:
Net income applicable to common shares	$	440,533		$	373,214
Adjustments:
Merger-related charges	116,336			29,208
Debt securities (gains) losses	110			90
CECL Day 1 non-PCD provision expense	75,604			15,312
Pension plan gain	(21,001)			—
Distribution of excess pension assets expense	—			13,318
FDIC special assessment	—			2,994

Separation expense	—			2,646

Less: tax effect on net total adjustments (2)	(43,969)			(14,717)
Net income applicable to common shares, adjusted (1)	$	567,613		$	422,065
Weighted average diluted common shares outstanding	357,278			308,605
Net income per common share, diluted	$	1.23		$	1.21
Adjusted net income per common share, diluted (1)	$	1.59		$	1.37
Tangible common book value:
Shareholders’ common equity	$	8,065,552		$	6,123,579
Deduct: Goodwill and intangible assets	2,926,960			2,305,084

Tangible shareholders’ common equity (1)	$	5,138,592		$	3,818,495
Period end common shares	390,768			318,955
Tangible common book value (1)	$	13.15		$	11.97
Return on average tangible common equity:
Net income applicable to common shares	$	440,533		$	373,214
Add: Intangible amortization (net of tax) (2)	39,483			15,218
Tangible net income (1)	$	480,016		$	388,432




Average shareholders’ common equity	$	7,108,424		$	5,668,827
Deduct: Average goodwill and intangible assets	2,633,858			2,216,437

Average tangible shareholders’ common equity (1)	$	4,474,566		$	3,452,390
Return on average tangible common equity (1)	14.30		%	15.00		%
Net interest margin:
Net interest income	$	1,477,042		$	1,136,603
Taxable equivalent adjustment	20,398			18,737
Net interest income - taxable equivalent basis (1)	$	1,497,440		$	1,155,340
Average earning assets	$	57,115,572		$	46,500,942
Net interest margin (1)	3.50		%	3.31		%
Efficiency ratio:
Noninterest expense	$	1,098,971		$	817,599
Deduct: Intangible amortization expense	52,644			20,291
Adjusted noninterest expense (1)	$	1,046,327		$	797,308
Net interest income - taxable equivalent basis (1) (see above)	$	1,497,440		$	1,155,340
Noninterest income	356,772			258,931
Deduct: Debt securities gains (losses), net	(110)			(90)
Adjusted total revenue (1)	$	1,854,322		$	1,414,361
Efficiency ratio (1)	56.43		%	56.37		%
Tangible common equity to tangible assets:
Tangible shareholders’ equity (1) (see above)	$	5,138,592		$	3,818,495
Assets	$	71,210,162		$	53,602,293

Deduct: Goodwill and intangible assets	2,926,960			2,305,084

Tangible assets (1)	$	68,283,202		$	51,297,209
Tangible common equity to tangible assets (1)	7.53		%	7.44		%

(1)Represents a non-GAAP financial measure.

(2)Calculated using management’s estimate of the annual fully taxable equivalent income tax rates (federal and state).

EXECUTIVE SUMMARY

Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States with consolidated assets of $71.2 billion at September 30, 2025. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.

Net income applicable to common shares for the third quarter of 2025 was $178.5 million, or $0.46 per diluted common share, compared to $121.4 million, or $0.34 per diluted common share, for the second quarter of 2025.

Results for the third quarter of 2025 were impacted by $69.3 million in pre-tax merger-related expenses. Results for the second quarter of 2025 were impacted by the following pre-tax items as a result of Old National’s acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025: $41.2 million of merger-related expenses, $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans (including unfunded commitments), and a $21.0 million gain associated with the freezing of benefits of the Bremer pension plan. Excluding these items, net income applicable to common shares for the third quarter of 2025 was $231.3 million, or $0.59 per diluted common share on an adjusted basis1, compared to $190.9 million, or $0.53 per diluted common share on an adjusted basis1, for the second quarter of 2025.

Our results for the third quarter of 2025 reflect organic growth in total loans, deposits, and net interest income, the full quarter impact of Bremer operations, disciplined expense management, and strong credit quality and capital.

Deposits: Period-end total deposits increased $648.5 million, or 5% annualized, to $55.0 billion at September 30, 2025 compared to June 30, 2025.

Loans: Our loan balances, excluding loans held-for-sale, increased $65.1 million, or 1% annualized, to $48.0 billion at September 30, 2025 compared to June 30, 2025.

Net Interest Income: Net interest income increased $59.8 million to $574.6 million compared to the second quarter of 2025 driven by the full quarter impact of Bremer and higher asset yields, partly offset by higher funding costs.

Provision for Credit Losses: Provision for credit losses was $26.7 million. Excluding $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD Bremer loans (including unfunded loan commitments), provision was $31.2 million in the second quarter of 2025.

Noninterest Income: Noninterest income was $130.5 million compared to $132.5 million, or $111.6 million excluding a $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan in the second quarter of 2025. The increase (when excluding the gain associated with the freezing of the pension plan) reflects the full quarter impact of Bremer revenue as well as higher wealth fees and capital markets revenue.

Noninterest Expense: Noninterest expense increased $61.0 million compared to the second quarter of 2025. In the third quarter of 2025, noninterest expense included $69.3 million of merger-related expenses compared to $41.2 million of merger-related expenses in the second quarter of 2025. Excluding these expenses, noninterest expense was $376.5 million for the third quarter of 2025, an increase of $32.9 million from $343.6 million for the second quarter of 2025 driven by the full quarter impact of Bremer.

(1)Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

BREMER ACQUISITION

On May 1, 2025, Old National completed its acquisition of Bremer, and its wholly owned banking subsidiary, Bremer Bank, National Association. At closing, Bremer had approximately $16.3 billion of total assets, $11.1 billion of total loans, and $12.9 billion of deposits. The consideration paid totaled $1.3 billion and consisted of 50.2 million shares of Old National common stock and $314.6 million of cash. The majority of system conversions related to the acquisition were completed in mid-October 2025.

RESULTS OF OPERATIONS

The following table sets forth certain income statement information of Old National:


(dollars in thousands, except per share data)	Three Months Ended September 30,						% Change		Nine Months Ended September 30,						% Change
	2025			2024					2025			2024
Income Statement Summary:
Net interest income	$	574,609		$	391,724		46.7	%	$	1,477,042		$	1,136,603		30.0	%
Provision for credit losses	26,738			28,497			(6.2)		164,976			83,602			97.3
Noninterest income	130,461			94,138			38.6		356,772			258,931			37.8
Noninterest expense	445,734			272,283			63.7		1,098,971			817,599			34.4
Net income applicable to common shareholders	178,533			139,768			27.7		440,533			373,214			18.0
Net income per common share - diluted	0.46			0.44			4.5		1.23			1.21			1.7
Other Data:
Return on average common equity	9.01		%	9.40		%			8.26		%	8.78		%

Return on average tangible common equity (1)	15.87			15.96					14.30			15.00
Efficiency ratio (1)	58.84			53.83					56.43			56.37
Tier 1 leverage ratio	8.72			9.05					8.72			9.05
Net charge-offs to average loans	0.25			0.19					0.24			0.16

(1)Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

Net Interest Income

Net interest income is the most significant component of our earnings, comprising 81% of revenues for the nine months ended September 30, 2025. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.

During the third quarter of 2025, the Federal Reserve decreased interest rates, resulting in rates that were also reduced compared to those in effect as of September 30, 2024. The Federal Reserve’s Federal Funds Rate is currently in a target range of 4.00% to 4.25%, with the Effective Federal Funds Rate of 4.09% at September 30, 2025 compared to 4.83% at September 30, 2024. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.

Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.

Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This

analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.

The following tables present the average balance sheet for each major asset and liability category, its related interest income and yield, or its expense and rate.


(Tax equivalent basis, dollars in thousands)	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
Earning Assets	Average Balance		Income (1)/ Expense		Yield/ Rate		Average Balance		Income (1)/ Expense		Yield/ Rate
Money market and other interest-earning investments	$	1,159,564	$	12,207	4.18	%	$	904,176	$	11,696	5.15	%
Investment securities:
Treasury and government sponsored agencies	2,391,564		20,721		3.47	%	2,255,629		21,851		3.87	%
Mortgage-backed securities	9,854,107		105,596		4.29	%	5,977,058		48,425		3.24	%
States and political subdivisions	1,577,384		13,109		3.32	%	1,668,454		14,042		3.37	%
Other securities	874,728		16,265		7.44	%	785,107		12,547		6.39	%
Total investment securities	14,697,783		155,691		4.24	%	10,686,248		96,865		3.63	%
Loans: (2)
Commercial	14,722,785		249,569		6.78	%	10,373,340		183,878		7.09	%
Commercial real estate	21,999,016		356,014		6.47	%	16,216,842		274,832		6.78	%
Residential real estate loans	8,287,155		95,129		4.59	%	6,833,597		67,084		3.93	%
Consumer	3,166,508		56,557		7.09	%	2,891,260		51,714		7.12	%
Total loans	48,175,464		757,269		6.28	%	36,315,039		577,508		6.36	%
Total earning assets	64,032,811		$	925,167	5.78	%	47,905,463		$	686,069	5.73	%
Deduct: Allowance for credit losses on loans	(566,102)						(366,667)
Non-Earning Assets
Cash and due from banks	492,415						413,583
Other assets	7,177,663						5,394,032
Total assets	$	71,136,787					$	53,346,411

Interest-Bearing Liabilities
Checking and NOW accounts	$	9,382,625	$	36,221	1.53	%	$	7,551,264	$	29,344	1.55	%
Savings accounts	5,009,293		3,866		0.31	%	4,860,161		5,184		0.42	%
Money market accounts	16,674,801		121,886		2.90	%	11,064,433		106,148		3.82	%
Time deposits, excluding brokered deposits	7,723,441		73,247		3.76	%	5,928,241		64,435		4.32	%
Brokered deposits	3,371,269		37,381		4.40	%	1,829,218		24,616		5.35	%
Total interest-bearing deposits	42,161,429		272,601		2.57	%	31,233,317		229,727		2.93	%
Federal funds purchased and interbank borrowings	157,192		1,816		4.58	%	14,549		292		7.98	%
Securities sold under agreements to repurchase	289,323		731		1.00	%	239,524		612		1.02	%
FHLB advances	5,552,780		57,143		4.08	%	4,572,046		47,719		4.15	%
Other borrowings	871,996		10,292		4.68	%	754,544		9,851		5.19	%
Total borrowed funds	6,871,291		69,982		4.04	%	5,580,663		58,474		4.17	%
Total interest-bearing liabilities	$	49,032,720	$	342,583	2.77	%	$	36,813,980	$	288,201	3.11	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	12,731,654					$	9,371,698
Other liabilities	1,203,838						970,662
Shareholders’ equity	8,168,575						6,190,071
Total liabilities and shareholders’ equity	$	71,136,787					$	53,346,411

Net interest income - taxable equivalent basis			$	582,584	3.64	%			$	397,868	3.32	%
Taxable equivalent adjustment			(7,975)						(6,144)
Net interest income (GAAP)			$	574,609	3.59	%			$	391,724	3.27	%

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.


(Tax equivalent basis, dollars in thousands)	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
Earning Assets	Average Balance		Income (1)/ Expense		Yield/ Rate		Average Balance		Income (1)/ Expense		Yield/ Rate
Money market and other interest-earning investments	$	1,126,460	$	35,813	4.25	%	$	825,743	$	32,992	5.34	%
Investment securities:
Treasury and government sponsored agencies	2,369,307		61,560		3.46	%	2,275,607		66,648		3.91	%
Mortgage-backed securities	8,249,480		247,853		4.01	%	5,721,725		135,217		3.15	%
States and political subdivisions	1,594,912		39,753		3.32	%	1,678,504		42,308		3.36	%
Other securities	872,430		42,547		6.50	%	781,385		37,303		6.37	%
Total investment securities	13,086,129		391,713		3.99	%	10,457,221		281,476		3.59	%
Loans: (2)
Commercial	12,803,059		634,610		6.61	%	10,087,322		534,566		7.07	%
Commercial real estate	19,432,867		918,371		6.30	%	15,488,010		765,325		6.59	%
Residential real estate loans	7,636,955		251,629		4.39	%	6,826,809		197,770		3.86	%
Consumer	3,030,102		160,814		7.10	%	2,815,837		146,177		6.93	%
Total loans	42,902,983		1,965,424		6.11	%	35,217,978		1,643,838		6.22	%
Total earning assets	57,115,572		$	2,392,950	5.59	%	46,500,942		$	1,958,306	5.62	%
Deduct: Allowance for credit losses on loans	(457,192)						(337,168)
Non-Earning Assets
Cash and due from banks	430,891						402,213
Other assets	6,331,698						5,232,807
Total assets	$	63,420,969					$	51,798,794

Interest-Bearing Liabilities
Checking and NOW	$	8,507,970	$	89,362	1.40	%	$	7,627,029	$	88,994	1.56	%
Savings	4,891,083		11,251		0.31	%	4,976,361		15,455		0.41	%
Money market	14,483,414		321,200		2.97	%	10,571,821		302,921		3.83	%
Time deposits, excluding brokered deposits	6,943,552		196,936		3.79	%	5,327,361		168,453		4.22	%
Brokered deposits	2,489,600		84,435		4.53	%	1,375,231		55,149		5.36	%
Total interest-bearing deposits	37,315,619		703,184		2.52	%	29,877,803		630,972		2.82	%
Federal funds purchased and interbank borrowings	131,341		4,394		4.47	%	77,262		3,239		5.60	%
Securities sold under agreements to repurchase	286,137		1,918		0.90	%	261,818		2,168		1.11	%
FHLB advances	5,355,597		158,081		3.95	%	4,477,851		133,529		3.98	%
Other borrowings	792,708		27,933		4.71	%	823,746		33,058		5.36	%
Total borrowed funds	6,565,783		192,326		3.92	%	5,640,677		171,994		4.07	%
Total interest-bearing liabilities	$	43,881,402	$	895,510	2.73	%	$	35,518,480	$	802,966	3.02	%

Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits	$	11,145,709					$	9,396,081
Other liabilities	1,041,715						971,687
Shareholders’ equity	7,352,143						5,912,546
Total liabilities and shareholders’ equity	$	63,420,969					$	51,798,794

Net interest income - taxable equivalent basis			$	1,497,440	3.50	%			$	1,155,340	3.31	%
Taxable equivalent adjustment			(20,398)						(18,737)
Net interest income (GAAP)			$	1,477,042	3.45	%			$	1,136,603	3.26	%

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.

The following table presents the dollar amount of changes in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid.


	From Three Months Ended September 30, 2024 to Three Months Ended September 30, 2025						From Nine Months Ended September 30, 2024 to Nine Months Ended September 30, 2025
	Total Change (1)		Attributed to				Total Change (1)		Attributed to
(dollars in thousands)			Volume		Rate				Volume		Rate
Interest Income
Money market and other interest-earning investments	$	511	$	2,994	$	(2,483)	$	2,821	$	10,793	$	(7,972)
Investment securities (2)	58,826		39,428		19,398		110,237		74,727		35,510
Loans (3)	179,761		187,510		(7,749)		321,586		355,362		(33,776)
Total interest income	239,098		229,932		9,166		434,644		440,882		(6,238)
Interest Expense
Checking and NOW deposits	6,877		7,113		(236)		368		9,746		(9,378)
Savings deposits	(1,318)		137		(1,455)		(4,204)		(232)		(3,972)
Money market deposits	15,738		47,311		(31,573)		18,279		99,471		(81,192)
Time deposits, excluding brokered deposits	8,812		18,269		(9,457)		28,483		48,464		(19,981)
Brokered deposits	12,765		18,884		(6,119)		29,286		41,267		(11,981)
Federal funds purchased and interbank borrowings	1,524		2,247		(723)		1,155		2,039		(884)
Securities sold under agreements to repurchase	119		127		(8)		(250)		182		(432)
FHLB advances	9,424		10,199		(775)		24,552		26,005		(1,453)
Other borrowings	441		1,465		(1,024)		(5,125)		(1,180)		(3,945)
Total interest expense	54,382		105,752		(51,370)		92,544		225,762		(133,218)
Net interest income	$	184,716	$	124,180	$	60,536	$	342,100	$	215,120	$	126,980

(1)The variance not solely due to rate or volume is allocated equally between the rate and volume variances.

(2)Interest income on investment securities includes taxable equivalent adjustments of $2.6 million and $7.9 million during the three and nine months ended September 30, 2025, respectively, and $2.8 million and $8.4 million during the three and nine months ended September 30, 2024, respectively; using the federal statutory rate in effect of 21%.

(3)Interest income on loans includes taxable equivalent adjustments of $5.4 million and $12.5 million during the three and nine months ended September 30, 2025, respectively, and $3.4 million and $10.4 million during the three and nine months ended September 30, 2024, respectively; using the federal statutory rate in effect of 21%.

The increase in net interest income for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was driven by the acquisition of Bremer as well as strong loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.

The increase in net interest margin on a fully taxable equivalent basis for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily due to the impact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. The yield on interest earning assets increased 5 basis points and the cost of interest-bearing liabilities decreased 34 basis points in the three months ended September 30, 2025 compared to the same quarter a year ago. The yield on interest earning assets decreased 3 basis points and the cost of interest-bearing liabilities decreased 29 basis points in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Average earning assets increased $16.1 billion, and $10.6 billion for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans and securities acquired as well as strong loan growth.

Average loans, including loans held-for-sale, increased $11.9 billion and $7.7 billion for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans acquired as well as strong commercial and commercial real estate loan growth. Bremer loans totaled $11.2 billion at the close of the acquisition.

Average noninterest-bearing deposits increased $3.4 billion while average interest-bearing deposits increased $10.9 billion for the three months ended September 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Average noninterest-bearing deposits increased $1.7 billion while average interest-bearing deposits increased $7.4 billion for the nine months ended September 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Bremer deposits assumed totaled $12.9 billion at the close of the acquisition.

Provision for Credit Losses

The following table details the components of the provision for credit losses:


	Three Months Ended September 30,						%		Nine Months Ended September 30,						%
(dollars in thousands)	2025			2024			Change		2025			2024			Change
Provision for credit losses on loans	$	24,003		$	29,176		(17.7)	%	$	154,292		$	89,774		71.9	%
Provision (release) for credit losses on unfunded loan commitments	2,735			(679)			(502.8)		10,684			(6,172)			(273.1)

Total provision for credit losses	$	26,738		$	28,497		(6.2)	%	$	164,976		$	83,602		97.3	%

Net (charge-offs) recoveries on non-PCD loans	$	(19,000)		$	(13,996)		35.8	%	$	(61,199)		$	(29,878)		104.8	%
Net (charge-offs) recoveries on PCD loans	(11,038)			(3,478)			217.4		(16,983)			(13,391)			26.8
Total net (charge-offs) recoveries on loans	$	(30,038)		$	(17,474)		71.9	%	$	(78,182)		$	(43,269)		80.7	%
Net charge-offs (recoveries) to average loans	0.25		%	0.19		%	29.6	%	0.24		%	0.16		%	48.3

Total provision for credit losses on loans increased in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to credit migration, higher net charge-offs, and macroeconomic factors. In addition, the provision for credit losses on loans in the nine months ended September 30, 2025 included $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired. The provision for credit losses on loans in the nine months ended September 30, 2024 included $15.3 million to establish an allowance for credit losses on non-PCD CapStar loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.

Noninterest Income

We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. The following table details the components in noninterest income:


	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
(dollars in thousands)	2025		2024		Change		2025		2024		Change
Wealth and investment services fees	$	39,684	$	29,117	36.3	%	$	105,149	$	86,779	21.2	%
Service charges on deposit accounts	27,856		20,350		36.9		72,890		57,598		26.5
Debit card and ATM fees	13,197		11,362		16.2		36,110		32,409		11.4
Mortgage banking revenue	10,442		7,669		36.2		27,353		19,211		42.4
Capital markets income	12,629		7,426		70.1		24,249		15,055		61.1
Company-owned life insurance	7,565		5,315		42.3		19,571		14,488		35.1
Debt securities gains (losses), net	7		(76)		(109.2)		(110)		(90)		22.2
Other income	19,081		12,975		47.1		71,560		33,481		113.7
Total noninterest income	$	130,461	$	94,138	38.6	%	$	356,772	$	258,931	37.8	%

Noninterest income increased $36.3 million for the three months ended September 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer and organic growth of fee-based businesses.

Noninterest income for the nine months ended September 30, 2025 included a $21.0 million gain in other income associated with the freezing of benefits of the Bremer pension plan. Excluding this gain, noninterest income increased to $335.8 million for the nine months ended September 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer, the CapStar acquisition in April 2024, organic growth of fee-based businesses, and higher other income.

Mortgage banking revenue increased $2.8 million and $8.1 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher mortgage originations and increased loan sales.

Capital markets income increased $5.2 million and $9.2 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher levels of commercial real estate client interest rate swap fees.

Other income increased $6.1 million and $38.1 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to additional other income associated with the acquisition of Bremer. In addition, other income for the nine months ended September 30, 2025 compared to the same period in 2024 was impacted by the $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan, the CapStar acquisition, and $4.2 million of net gains on sales of commercial loans.

Noninterest Expense

The following table details the components in noninterest expense:


	Three Months Ended September 30,				%		Nine Months Ended September 30,				%
(dollars in thousands)	2025		2024		Change		2025		2024		Change
Salaries and employee benefits	$	211,345	$	147,494	43.3	%	$	561,762	$	456,490	23.1	%
Occupancy	34,442		27,130		27.0		93,927		80,696		16.4
Equipment	12,703		9,888		28.5		34,170		27,263		25.3
Marketing	15,093		11,036		36.8		40,792		32,954		23.8
Technology	36,122		23,343		54.7		89,594		67,368		33.0
Communication	7,742		4,681		65.4		16,890		13,161		28.3
Professional fees	13,598		7,278		86.8		43,448		24,236		79.3
FDIC assessment	14,095		11,722		20.2		37,204		32,711		13.7
Amortization of intangibles	26,184		7,411		253.3		52,644		20,291		159.4
Amortization of tax credit investments	7,057		3,277		115.3		16,296		8,773		85.8

Other expense	67,353		19,023		254.1		112,244		53,656		109.2
Total noninterest expense	$	445,734	$	272,283	63.7	%	$	1,098,971	$	817,599	34.4	%

Noninterest expense included $69.3 million and $6.9 million of merger-related expenses for the three months ended September 30, 2025 and 2024, respectively. In addition, the three months ended September 30, 2024 included $2.6 million of separation expense associated with a mutual separation agreement with a former executive. Excluding these expenses, noninterest expense increased to $376.5 million for the three months ended September 30, 2025, compared to $262.8 million for the three months ended September 30, 2024. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

Noninterest expense included $116.3 million and $29.2 million of merger-related expenses for the nine months ended September 30, 2025 and 2024, respectively. In addition, the nine months ended September 30, 2024 included a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense. Excluding these expenses, noninterest expense increased to $982.6 million for the nine months ended September 30, 2025, compared to $769.4 million for the nine months ended September 30, 2024. This increase was driven by operating costs and additional amortization of intangibles related to the acquisitions of

Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

Amortization of tax credit investments increased $3.8 million and $7.5 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.

Provision for Income Taxes

We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 21.5% and 20.6% for the three and nine months ended September 30, 2025, respectively, compared to 22.3% and 22.1% for the three and nine months ended September 30, 2024, respectively, reflecting an increase in tax credits. See Note 14 to the consolidated financial statements for additional information. In accordance with ASC 740-270, Accounting for Interim Reporting, the provision for income taxes was recorded at September 30, 2025 based on the current estimate of the effective annual rate.

FINANCIAL CONDITION

Overview

At September 30, 2025, our assets were $71.2 billion, a $17.7 billion increase compared to assets of $53.6 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer.

Earning Assets

Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities. Earning assets were $64.2 billion at September 30, 2025, a $16.2 billion increase compared to earning assets of $48.0 billion at December 31, 2024.

Investment Securities

We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements.

The investment securities portfolio, including equity securities, was $14.9 billion at September 30, 2025, compared to $10.9 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer. Investment securities represented 23% of earning assets at both September 30, 2025 and December 31, 2024. At September 30, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.

The investment securities available-for-sale portfolio had net unrealized losses of $627.6 million and $890.5 million at September 30, 2025 and December 31, 2024, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $391.5 million and $483.7 million at September 30, 2025 and December 31, 2024, respectively.

The investment securities available-for-sale portfolio including securities hedges had an effective duration of 3.85 at September 30, 2025, compared to 4.11 at December 31, 2024. The total investment securities portfolio had an effective duration of 4.60 at September 30, 2025, compared to 5.09 at December 31, 2024. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The annualized average yields on investment securities, on a taxable equivalent basis, were 4.24% and 3.99% for the three and nine months ended

September 30, 2025, respectively, compared to 3.63% and 3.59% for the three and nine months ended September 30, 2024, respectively.

Loan Portfolio

We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. The following table presents the composition of the loan portfolio:


(dollars in thousands)	September 30, 2025		December 31, 2024		$ Change		% Change
Commercial	$	14,506,375	$	10,288,560	$	4,217,815	41.0	%
Commercial real estate	22,083,734		16,307,486		5,776,248		35.4
Residential real estate	8,190,127		6,797,586		1,392,541		20.5
Consumer	3,187,679		2,892,255		295,424		10.2
Total loans	$	47,967,915	$	36,285,887	$	11,682,028	32.2	%

The following table presents the composition of the loan portfolio by state:


(dollars in thousands)	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Total Loans		Percent of Total
September 30, 2025
Minnesota	$	3,016,736	$	5,511,332	$	1,696,504	$	346,943	$	10,571,515	22	%
Illinois	2,879,324		3,502,153		1,460,346		598,932		8,440,755		18	%
Indiana	1,609,115		1,756,730		1,106,093		928,121		5,400,059		11	%
Wisconsin	1,117,045		2,879,665		560,149		181,861		4,738,720		10	%
Michigan	697,885		1,328,960		634,139		260,715		2,921,699		6	%
Tennessee	498,247		1,344,039		250,759		234,427		2,327,472		5	%
North Dakota	505,607		1,136,573		110,467		35,155		1,787,802		4	%
Kentucky	367,149		622,660		265,547		374,264		1,629,620		3	%
Texas	373,188		505,311		255,626		12,357		1,146,482		2	%
Florida	337,546		341,264		327,778		35,798		1,042,386		2	%
Ohio	366,014		460,142		6,790		15,716		848,662		2	%
California	227,893		72,980		408,648		33,497		743,018		2	%
Other	2,510,626		2,621,925		1,107,281		129,893		6,369,725		13	%
Total	$	14,506,375	$	22,083,734	$	8,190,127	$	3,187,679	$	47,967,915	100	%

Geographic location in the preceding table is determined by collateral location for real estate loans and borrower location for non-real estate loans.

Commercial and Commercial Real Estate Loans

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% of earning assets at September 30, 2025, compared to 55% at December 31, 2024. At September 30, 2025, commercial and commercial real estate loans were $36.6 billion, an increase of $10.0 billion from December 31, 2024 driven primarily by the acquisition of Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines, partly offset by the sale of $71 million of commercial real estate loans in the nine months ended September 30, 2025.

The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size.


	September 30, 2025									December 31, 2024
(dollars in thousands)	Outstanding			Exposure(1)			Nonaccrual			Outstanding			Exposure(1)			Nonaccrual
By Industry:
Health care and social assistance	$	2,545,262		$	3,076,036		$	32,713		$	1,657,229		$	1,982,352		$	1,636
Manufacturing	2,175,734			3,580,220			18,346			1,724,108			2,884,035			29,886
Real estate rental and leasing	1,301,019			2,058,545			12,972			1,024,315			1,500,570			7,915
Wholesale trade	1,157,792			2,065,780			692			780,643			1,480,859			2,192
Accommodation and food services	1,156,936			1,294,253			19,591			579,424			679,087			7,146
Construction	1,082,467			2,142,257			11,266			740,093			1,680,577			11,690
Finance and insurance	764,394			1,387,727			319			617,151			1,018,320			141
Agriculture, forestry, fishing, and hunting	755,669			1,118,698			2,655			278,554			391,072			2,822
Professional, scientific, and technical services	714,674			1,314,877			5,768			558,589			987,800			7,486
Transportation and warehousing	485,348			720,463			39,193			459,988			597,413			21,771
Retail trade	459,360			732,449			12,985			305,245			554,620			12,781
Administrative and support and waste management and remediation services	389,860			595,201			4,501			392,955			573,061			3,363
Educational services	317,696			490,626			46			243,843			372,777			5
Public administration	288,243			330,431			—			167,410			191,005			—
Other services	260,727			437,248			11,605			236,870			366,265			8,995
Other	651,194			1,276,993			6,900			522,143			852,984			5,975
Total	$	14,506,375		$	22,621,804		$	179,552		$	10,288,560		$	16,112,797		$	123,804

By Loan Size:
Less than $200,000	4		%	4		%	10		%	3		%	3		%	4		%
$200,000 to $1,000,000	12			11			18			12			11			14
$1,000,000 to $5,000,000	25			25			43			24			24			50
$5,000,000 to $10,000,000	17			16			16			14			15			8
$10,000,000 to $25,000,000	25			26			13			29			28			24
Greater than $25,000,000	17			18			—			18			19			—
Total	100		%	100		%	100		%	100		%	100		%	100		%

(1) Includes unfunded loan commitments.

The following table provides detail on commercial real estate loans classified by property type.


	September 30, 2025						December 31, 2024
(dollars in thousands)	Outstanding		Exposure(1)		Nonaccrual		Outstanding		Exposure(1)		Nonaccrual
By Property Type:
Multifamily	$	6,998,523	$	8,237,450	$	144,414	$	5,620,340	$	6,752,819	$	85,937
Warehouse / Industrial	3,962,958		4,213,982		5,065		3,034,854		3,331,289		8,401
Retail	3,154,814		3,273,628		20,869		2,295,808		2,372,912		8,435
Office	2,678,892		2,734,719		66,194		2,126,618		2,256,299		46,078
Senior housing	1,121,317		1,133,954		28,513		852,376		872,162		50,443
Single family	635,594		654,061		4,870		531,679		545,717		6,278

Other (2)	3,531,636		4,308,638		50,339		1,845,811		2,118,461		28,660
Total	$	22,083,734	$	24,556,432	$	320,264	$	16,307,486	$	18,249,659	$	234,232

(1) Includes unfunded loan commitments.

(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties.

The mix of properties securing the loans in our commercial real estate portfolio is comprised of owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the

Company’s primary market area. Approximately 26% of the commercial real estate portfolio is owner-occupied at September 30, 2025, compared to 27% at December 31, 2024.

The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At September 30, 2025, the Company held $869.4 million of non-owner-occupied commercial real estate loans, or 2% of total loans, that mature within 18 months with an interest rate below 4%.

Residential Real Estate Loans

At September 30, 2025, residential real estate loans held in our loan portfolio were $8.2 billion, an increase of $1.4 billion compared to December 31, 2024 driven primarily by the acquisition of Bremer. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans. If interest rates decrease in the future, there may be an increase in refinancings and new originations of residential real estate loans. Conversely, future increases in interest rates may result in a decline in the level of refinancings and new originations of residential real estate loans.

Consumer Loans

Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $295.4 million to $3.2 billion at September 30, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets at September 30, 2025 totaled $2.9 billion, an increase of $630.9 million compared to December 31, 2024 as a result of goodwill and other intangible assets recorded with the acquisition of Bremer.

Other Assets

Other assets at September 30, 2025 increased $671.2 million compared to December 31, 2024 reflecting Bremer other assets acquired and higher investments in partnerships, limited liability companies, and other ownership interests that support affordable housing.

Funding

The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings:


(dollars in thousands)	September 30, 2025		December 31, 2024		$ Change		% Change
Deposits:
Noninterest-bearing demand	$	12,691,658	$	9,399,019	$	3,292,639	35.0	%
Interest-bearing:
Checking and NOW	11,162,121		8,040,331		3,121,790		38.8	%
Savings	4,958,555		4,753,279		205,276		4.3	%
Money market	17,032,446		11,875,192		5,157,254		43.4	%
Time deposits	9,161,404		6,755,739		2,405,665		35.6	%
Total deposits	55,006,184		40,823,560		14,182,624		34.7	%
Wholesale borrowings:
Federal funds purchased and interbank borrowings	1		385		(384)		(99.7)	%
Securities sold under agreements to repurchase	277,594		268,975		8,619		3.2	%
Federal Home Loan Bank advances	5,663,361		4,452,559		1,210,802		27.2	%
Other borrowings	825,425		689,618		135,807		19.7	%
Total wholesale borrowings	6,766,381		5,411,537		1,354,844		25.0	%
Total funding	$	61,772,565	$	46,235,097	$	15,537,468	33.6	%

The increase in total deposits was due to Bremer deposits assumed and organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 11% at September 30, 2025, compared to 12% at December 31, 2024.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at September 30, 2025 increased $151.5 million compared to December 31, 2024 primarily due to the Bremer acquisition and higher derivative liabilities.

Capital

Shareholders’ equity totaled $8.3 billion at September 30, 2025 and $6.3 billion at December 31, 2024. Old National issued 50.2 million shares of Common Stock in conjunction with the acquisition of Bremer on May 1, 2025 adding $1.0 billion in shareholders’ equity. In addition, Old National issued 21.9 million shares of Common Stock in the settlement of the forward sale agreements adding $443.2 million in shareholders’ equity. Retained earnings and changes in unrealized losses on available-for-sale investment securities also contributed to the increase in shareholders’ equity during the nine months ended September 30, 2025. These increases were partially offset by dividends and the repurchase of 1.1 million shares of Common Stock during the nine months ended September 30, 2025 under a stock repurchase plan that was approved by the Company’s Board of Directors on February 19, 2025, which reduced equity by $25.0 million. As of September 30, 2025, Old National had remaining authorization to repurchase up to $175.0 million of its outstanding Common Stock through February 28, 2026.

Capital Adequacy

Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At September 30, 2025, Old National and its bank subsidiary exceeded the regulatory minimums and Old National Bank met the regulatory definition of “well-capitalized” based on the most recent regulatory definition.

Old National’s consolidated capital position remains strong as evidenced by the following key industry ratios.


	Regulatory Guidelines Minimum		Prompt Corrective Action "Well Capitalized" Guidelines		September 30, 2025		December 31, 2024

Tier 1 capital to total average assets (leverage ratio)	4.00	%	N/A	%	8.72	%	9.21	%
Common equity Tier 1 capital to risk-weighted total assets	7.00		N/A		11.02		11.38
Tier 1 capital to risk-weighted total assets	8.50		6.00		11.49		11.98
Total capital to risk-weighted total assets	10.50		10.00		12.78		13.37
Shareholders’ equity to assets	N/A		N/A		11.67		11.84

Old National Bank, Old National’s bank subsidiary, maintained a strong capital position as evidenced by the following key industry ratios.


	Regulatory Guidelines Minimum		Prompt Corrective Action "Well Capitalized" Guidelines		September 30, 2025		December 31, 2024

Tier 1 capital to total average assets (leverage ratio)	4.00	%	5.00	%	8.55	%	9.07	%
Common equity Tier 1 capital to risk-weighted total assets	7.00		6.50		11.25		11.82
Tier 1 capital to risk-weighted total assets	8.50		8.00		11.25		11.82
Total capital to risk-weighted total assets	10.50		10.00		12.16		12.72

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of CECL guidance. The final rules provided banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Old National adopted the capital transition relief over the permissible five-year period. This five-year transition option is no longer applicable for periods subsequent to December 31, 2024.

Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.

RISK MANAGEMENT

Overview

Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Enterprise Risk Committee of our Board, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, and liquidity. Discussion of strategic, talent management, operational, information security and technology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in the Company’s 2024 Annual Report on Form 10-K.

Credit Risk

Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.

Asset Quality

We lend to consumer and commercial clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At September 30, 2025, our average commercial loan size was approximately $740,000 and our average commercial real estate loan size was approximately $1,465,000. At September 30, 2025, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest and Southeast regions of the United States.

The following table presents a summary of under-performing assets as well as criticized and classified assets:


(dollars in thousands)	September 30, 2025			December 31, 2024
Nonaccrual loans	$	590,820		$	447,979
Past due loans (90 days or more and still accruing)	1,525			4,060
Foreclosed assets	6,325			4,294
Total under-performing assets	$	598,670		$	456,333
Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans)	$	2,473,639		$	1,525,452
Other classified assets (1)	35,373			58,954
Special mention loans	893,109			908,630
Total criticized and classified assets	$	3,402,121		$	2,493,036
Asset Quality Ratios:
Nonaccrual loans/total loans (2)	1.23		%	1.23		%

Under-performing assets/total loans (2)	1.25			1.26
Under-performing assets/total assets	0.84			0.85
Allowance for credit losses on loans/under-performing assets	95.57			86.02
Allowance for credit losses on loans/nonaccrual loans	96.84			87.62

(1)Includes investment securities that fell below investment grade rating.

(2)Loans exclude loans held-for-sale.

Under-performing assets increased to $598.7 million at September 30, 2025, compared to $456.3 million at December 31, 2024 primarily due to the Bremer acquisition. Under-performing assets as a percentage of total loans at September 30, 2025 were 1.25%, a 1 basis point decrease from 1.26% at December 31, 2024.

Nonaccrual loans increased $142.8 million from December 31, 2024 to September 30, 2025 reflecting $136.1 million of nonaccrual loans acquired in the Bremer acquisition. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 96.84% at September 30, 2025, compared to 87.62% at December 31, 2024.

Total criticized and classified assets were $3.4 billion at September 30, 2025, an increase of $909.1 million from December 31, 2024 primarily due to $1.2 billion of criticized and classified loans related to the Bremer acquisition. Other classified assets include investment securities that fell below investment grade rating totaling $35.4 million at September 30, 2025, compared to $59.0 million at December 31, 2024.

Allowance for Credit Losses on Loans and Unfunded Commitments

Net charge-offs on loans totaled $30.0 million during the three months ended September 30, 2025, compared to $17.5 million for the same period in 2024. Annualized, net charge-offs to average loans were 0.25% and 0.19% for the three months ended September 30, 2025 and 2024, respectively. The three months ended September 30, 2025 and 2024 included net charge-offs on PCD loans totaling 0.09% and 0.04% on an annualized basis of average loans, respectively. Net charge-offs on loans totaled $78.2 million during the nine months ended September 30, 2025, compared to $43.3 million for the same period in 2024. Annualized, net charge-offs to average loans were 0.24% and 0.16% for the nine months ended September 30, 2025 and 2024, respectively. The nine months ended September 30, 2025 and 2024 included net charge-offs on PCD loans totaling 0.05% on an annualized basis of average loans in both periods.

Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.

The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.

The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

The allowance for credit losses on loans was $572.2 million at September 30, 2025, compared to $392.5 million at December 31, 2024. The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date. In addition, the provision for credit losses on loans in the nine months ended September 30, 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.

We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $32.3 million at September 30, 2025, compared to $21.7 million at December 31, 2024. We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in the nine months ended September 30, 2025 as a result of the Bremer acquisition.

See the section entitled “Risk Factors” in the Company’s 2024 Annual Report on Form 10-K for further discussion of our credit risk.

Market Risk

Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.

The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.

In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:

•adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;

•changing product pricing strategies;

•modifying characteristics of the investment securities portfolio; or

•using derivative financial instruments, to a limited degree.

A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. The net interest income projections across all interest rate scenarios include the expected impact of purchase accounting accretion due to recent acquisitions. Due to the dynamics of future interest rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time.

The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model at September 30, 2025 and 2024:


	Immediate Rate Decrease									September 30, 2025 Forward Curve					Immediate Rate Increase
(dollars in thousands)	-300 Basis Points			-200 Basis Points			-100 Basis Points						Base		+100 Basis Points			+200 Basis Points			+300 Basis Points
September 30, 2025
Projected interest income:
Money market, other interest earning investments, and investment securities	$	999,607		$	1,133,037		$	1,243,065		$	1,326,205		$	1,347,047	$	1,414,490		$	1,465,366		$	1,513,792
Loans	4,111,169			4,724,332			5,322,745			5,531,692			5,903,821		6,465,088			7,016,893			7,565,404
Total interest income	5,110,776			5,857,369			6,565,810			6,857,897			7,250,868		7,879,578			8,482,259			9,079,196
Projected interest expense:
Deposits	461,733			864,580			1,307,043			1,456,812			1,773,997		2,227,048			2,656,621			3,086,179
Borrowings	398,856			528,388			658,503			721,198			806,401		963,163			1,119,933			1,276,636
Total interest expense	860,589			1,392,968			1,965,546			2,178,010			2,580,398		3,190,211			3,776,554			4,362,815
Net interest income	$	4,250,187		$	4,464,401		$	4,600,264		$	4,679,887		$	4,670,470	$	4,689,367		$	4,705,705		$	4,716,381
Change from base	$	(420,283)		$	(206,069)		$	(70,206)		$	9,417				$	18,897		$	35,235		$	45,911
% change from base	(9.00)		%	(4.41)		%	(1.50)		%	0.20		%			0.40		%	0.75		%	0.98		%

	Immediate Rate Decrease									September 30, 2024 Forward Curve					Immediate Rate Increase
	-300 Basis Points			-200 Basis Points			-100 Basis Points						Base		+100 Basis Points			+200 Basis Points			+300 Basis Points
September 30, 2024
Projected interest income:
Money market, other interest earning investments, and investment securities	$	737,961		$	807,095		$	865,971		$	866,677		$	918,494	$	973,828		$	1,020,305		$	1,065,415
Loans	3,158,639			3,608,455			4,040,454			4,067,305			4,452,342		4,850,245			5,244,460			5,637,989
Total interest income	3,896,600			4,415,550			4,906,425			4,933,982			5,370,836		5,824,073			6,264,765			6,703,404
Projected interest expense:
Deposits	612,510			926,094			1,239,973			1,103,710			1,569,797		1,906,464			2,227,439			2,548,426
Borrowings	317,486			408,663			506,110			496,282			596,492		687,039			777,281			867,539
Total interest expense	929,996			1,334,757			1,746,083			1,599,992			2,166,289		2,593,503			3,004,720			3,415,965
Net interest income	$	2,966,604		$	3,080,793		$	3,160,342		$	3,333,990		$	3,204,547	$	3,230,570		$	3,260,045		$	3,287,439
Change from base	$	(237,943)		$	(123,754)		$	(44,205)		$	129,443				$	26,023		$	55,498		$	82,892
% change from base	(7.43)		%	(3.86)		%	(1.38)		%	4.04		%			0.81		%	1.73		%	2.59		%

The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at September 30, 2025 and 2024:


	September 30, 2025				September 30, 2024
Basis Point Change Scenario	Federal Funds Rate (1)		Month 12 (2)			Federal Funds Rate (1)		Month 12 (2)
+300	4.25	%	7.25	%		5.00	%	8.00	%
+200	4.25	%	6.25	%		5.00	%	7.00	%
+100	4.25	%	5.25	%		5.00	%	6.00	%
Base	4.25	%	4.25	%		5.00	%	5.00	%
-100	4.25	%	3.25	%		5.00	%	4.00	%
-200	4.25	%	2.25	%		5.00	%	3.00	%
-300	4.25	%	1.25	%		5.00	%	2.00	%

(1)Represents the upper bound, Federal Funds Rate.

(2)Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

Our projected net interest income increased year over year driven by loan growth and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.

A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.

We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $17.0 million at September 30, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024. See Note 15 to the consolidated financial statements for further discussion of derivative financial instruments.

Liquidity Risk

Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.

Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, competition in the marketplace, and other factors. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.

A maturity schedule for Old National Bank’s time deposits is shown in the following table at September 30, 2025.


(dollars in thousands)
Maturity Bucket	Amount		Rate
2025	$	3,898,959	3.34	%
2026	4,980,575		3.27
2027	181,197		2.07
2028	44,040		1.87
2029	27,528		1.67
2030 and beyond	29,105		1.15
Total	$	9,161,404	3.25	%

Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings.

The credit ratings of Old National and Old National Bank at September 30, 2025 are shown in the following table.


	Moody’s Investors Service
	Long-term	Short-term
Old National	Baa1	N/A
Old National Bank	A1	P-1

Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At September 30, 2025, Old National and its subsidiaries had the following availability of liquid funds and borrowings:


(dollars in thousands)	Parent Company		Subsidiaries
Available liquid funds:
Cash and due from banks	$	504,769	$	1,177,848
Unencumbered government-issued debt securities	—		5,651,871
Unencumbered investment grade municipal securities	—		62,589
Unencumbered corporate securities	—		33,747
Availability of borrowings*:
Amount available from Federal Reserve discount window	—		4,555,409

Amount available from Federal Home Loan Bank	—		8,120,873
Total available funds	$	504,769	$	19,602,337

* Based on collateral pledged

Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At September 30, 2025, Old National Bancorp’s other borrowings outstanding were $357.7 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.

Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2024 and is not currently required.

CRITICAL ACCOUNTING ESTIMATES

Our most significant accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.

For additional information regarding critical accounting estimates, see the section titled “Critical Accounting Estimates” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in the Company’s application of critical accounting estimates since December 31, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Liquidity Risk.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Old National’s principal executive officer and principal financial officer have concluded that Old National’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q, are effective at the reasonable assurance level as discussed below to ensure that information required to be disclosed by Old National in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Old National’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls. Management, including the principal executive officer and principal financial officer, does not expect that Old National’s disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be only reasonable assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, the system of controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting. There were no changes in Old National’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, Old National’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
07/01/25 - 07/31/25	1,552	$	22.16	—	$	200,000,000
08/01/25 - 08/31/25	1,876	20.40		—	200,000,000
09/01/25 - 09/30/25	1,118,901	22.48		1,112,964	174,982,917
Total	1,122,329	$	22.48	1,112,964	$	174,982,917

(1)Consists of shares acquired pursuant to the Company’s Board-approved stock repurchase program referred to in note 2 to this table and the Company’s share-based incentive programs. Under the terms of the Company’s share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted stock or performance shares earned.

(2)On February 19, 2025, the Company’s Board of Directors approved a stock repurchase program, under which the Company is authorized to repurchase up to $200 million of its outstanding common stock through February 28, 2026. This stock repurchase program replaced the prior $200 million program that expired on February 28, 2025.

ITEM 5. OTHER INFORMATION

(a)None

(b)There have been no material changes in the procedure by which security holders may recommend nominees to the Company’s board of directors.

(c)During the three months ended September 30, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit No.						Description

2.1						Agreement and Plan of Merger dated as of November 25, 2024 among Old National, Bremer Financial Corporation, and ONB Merger Sub, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

3.1						Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

3.2						Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National authorizing additional shares of Old National capital stock (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.3						Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.4						Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series C Preferred Stock (incorporated by reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.5						Amended and Restated By-Laws of Old National, amended February 21, 2024 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2024).

3.6						Amendment to Amended and Restated By-Laws of Old National, dated May 1, 2025 (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2025).









31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials from Old National’s Form 10-Q Report for the quarterly period ended September 30, 2025, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104						The cover page from Old National’s Form 10-Q Report for the quarterly period ended September 30, 2025, formatted in inline XBRL and contained in Exhibit 101.

SIGNATURE

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


						OLD NATIONAL BANCORP
						(Registrant)

By:						/s/ John V. Moran, IV
						John V. Moran, IV
						Senior Executive Vice President and Chief Financial Officer
						Duly Authorized Officer and Principal Financial Officer

						Date: October 29, 2025