ONB 10-K & 10-Q changes, risk factors and insider trading

Strategic, Financial, and ReputationalCompetition Risks

Old National’s financial performance, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services that Old National offers, is highly dependent upon the business environment in the markets where Old National operates and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; naturalchanges disasters,in the severitytariffs and frequencytrade ofpolicies; whichnatural aredisasters increasingand asextreme aweather result of climate changeevents; terrorist acts; or a combination of these or other factors.

In recent years, there have been significant changes in inflation and interest rates. Volatility and uncertainty related to inflation and its effects, which could potentially contribute to poor economic conditions, may enhance some of the risks described in this section. For example, higher inflation could reduce demand for our products, adversely affect the creditworthiness of our borrowersborrowers, or result in lower values for our interest-earning assets and investment securities. Any of these effects, or others that we are not able to predict, could adversely affect our financial condition or results of operations.

Economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties, including as to tariffs and trade policy, global military conflicts, pandemics, and global, national, and local responses to such events by governmental authorities and other third parties. These unpredictable events could create, increaseincrease, or prolong economic and financial disruptions and volatility that adversely affect the Company’s business, financial condition, capital and results of operations.

Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government's debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. Many of our investment securities are issued by the U.S. government and government agencies and sponsored entities. As a result of uncertain domestic political conditions, including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. In connection with prior political disputes over U.S. fiscal and budgetary issues leading to the U.S. government shutdown in 2023, Fitch lowered its long-term sovereign credit rating on the U.S. from AAA to AA+. A further downgrade, or downgrades by other rating agencies, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide.

Mergers and acquisitions by financial institutions, including by the Company, are subject to approval by a variety of federal and state regulatory agencies. The process for obtaining these required regulatory approvals is complex and involves a comprehensive application review process. Regulatory approvals could be delayed, impeded, restrictively conditioned, or denied should the Company have regulatory issues with regulatory agencies, including, without limitation, issues related to BSA compliance, CRA issues, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive, or abusive acts or practices regulations and other laws and regulations. Over the past several years, mergers of banking organizations have encountered greater regulatory, governmental, and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other required governmental clearances than in the past. The Company may fail to pursue, evaluate, or complete strategic and competitively significant merger and acquisition opportunities as a result of its inability, or perceived or anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions, or at all. Difficulties associated with potential mergers and acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations.

The processes that we use to estimate expected credit losses and to measure the fair value of assets carried on the balance sheet at fair value, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depend upon the use of analytical and forecasting models. These models are complex and reflect assumptions and data that may not be accurate, particularly in times of market stress or other unforeseen circumstances and require us to make judgments about the effect of matters that are inherently uncertain. Different assumptions and data could have resulted in significant changes in valuation, which in turn could have a material adverse effect on our financial condition and results of operations.

In our market area, Old National encounters significant competition from other commercial banks, savings and loan associations, credit unions, mortgage banking firms, FinTech companies, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds, and other financial services companies. Our competitors may have substantially greater resources and lending limits than Old National does and may offer services that Old National does not or cannot provide. Some of our nonfinancial institution competitors may have fewer regulatory constraints, broader geographic service areas, and, in some cases, lower cost structures and, as a result, may be able to compete more effectively for business. In particular, the activity of marketplace lenders and other FinTechs has grown significantly over recent years and is expected to continue to grow. FinTechs have and may continue to offer bank or bank-like products. For example, a number of FinTechs have applied for, and in some cases received, bank or industrial loan charters. In addition, other FinTechs have partnered with existing banks to allow them to offer deposit products to their customers. Regulatory changes may also make it easier for FinTechs to partner with banks and offer deposit products. Our ability to originate residential mortgage loans has also been adversely affected by the increased competition resulting from the unprecedented involvement of the U.S. government and government-sponsored entities in the residential mortgage market. Other recent regulation has reduced the regulatory burden of large bank holding companies and raised the asset thresholds at which more onerous requirements apply, which could cause certain large bank holding companies with less than $250 billion in total consolidated assets, which were previously subject to more stringent enhanced prudential standards, to become more competitive or to pursue expansion more aggressively. There is also increased competition from out-of-market competitors through online and mobile channels. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers, as well as advances in automation, could significantly affect competition for financial services. Old National’s profitability depends upon our continued ability to compete successfully in our market area.

In the event that Old National Bank wasis unable to pay dividends to us, we in turn would likely have to reduce or stop paying dividends on our Common Stock. Our failure to pay dividends on our Common Stock could have a material adverse effect on the market price of our Common Stock. See “Business – Supervision and Regulation – Dividends Limitations” and Note 21 to the consolidated financial statements.

ClimateClimate-related changerisks could have a material negative impact on the Company and clients.

The Company’s business, as well as the operations and activities of our clients, could be negatively affected by climate change. Climate change presents boththe physical risks and transition risks to the Company and its clients, and these risks are expectedrelated to increaseclimate over time.change. Physical risks refer to the harm arising from acute, climate-related events, such as hurricanes, wildfires, floods, and heatwaves, and chronic shifts in climate, including higher average temperatures, changes in precipitation patterns, sea level rise, and ocean acidification. Transition risks refer to stresses to institutions or sectors arising from the shifts in policy, consumer and business sentiment, or technologies associated with the changes that would be part of a transition to a less carbon-dependent economy. Climate change presents multi-faceted risks, including: operational risk from the physical effects of climate events on the Company and its clients’ facilities and other assets, including the possible reduction of the value, or destruction, of collateral for our loans; credit risk from borrowers with significant exposure to climate risk; legal, regulatory and compliance risks arising from the policy, legal and regulatory changes associated with the transition to a less carbon-dependent economy; and reputational risk from negative public opinion, regulatory scrutiny and reduced investor and stakeholder confidence due to the Company’s actual or perceived action, or inaction, regarding climate change. For example, due to divergent stakeholder views regarding climate change, the Company’s reputation may be harmed duebecause toof stakeholder concerns about our practices related to climate change, the Company’s carbon footprint, and the Company’s decision to change or continue to maintain its business relationships with clients who operate in carbon-intensive industries.

We could experience increased expenses resulting from strategic planning, litigation, and technology and market changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced investor and stakeholder confidence due to our actual or perceived action, or inaction, in response to climate change and our climate change strategy,change, which, in turn, could have a material negative impact on our business, results of operations, and financial condition.

Old National is exposed to reputationalthe risk.risk of harm to its reputation.

Old National’s reputation is a key asset to its business. A negative public opinion of the Company and its business can result from any number of activities, including the Company’s lending practices, corporate governance and regulatory compliance, mergers and acquisitions, and ESGcorporate matters,activities and initiatives, and actions taken by regulators, community organizations, investors, and other stakeholders in response to these activities. There has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regardingrelated ESGto environmental and diversity, equity and inclusionsocial issues. Due to divergent stakeholder views on these matters, the Company is at increased risk that any action, or lack thereof, by the Company concerning these matters will be perceived negatively by some stakeholders, which could negatively affect the Company’s business and reputation.

•Agricultural Loans. Repayment is dependent upon the successful operation of the business, which is greatly dependent on many things outside the control of either Old National Bank or the borrowers. These factors include weather, input costs, commodity and land prices, and interest rates. In addition, extreme weather events, natural disasters, and the effects of climate change could materially increase the credit risks related to agricultural loans in ways that we may not be able to predict.

The Federal Reserve raised benchmark interest rates throughout 2022 and 2023 and held them at a high level until it decreasedbegan decreasing the benchmark rate byin 50September basisthrough pointsDecember 2024. The Federal Reserve then maintained the target rate in 2025, before decreasing it in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024.2025. The Federal Reserve may further raise or lower interest rates in response to economic conditions, particularly inflationary pressures and unemployment statistics. Old National’s earnings depend substantially on Old National’s interest rate spread, which is the difference between (i) the rates Old National earns on loans, securities, and other earning assets and (ii) the interest rates Old National pays on deposits and other borrowings. These rates are highly sensitive to many factors beyond Old National’s control, including general economic conditions and the policies of various governmental and regulatory authorities. When market interest rates rise, such as during 2022 and 2023, Old National faces competitive pressure to increase the rates that Old National pays on deposits, which could result in a decrease of Old National’s net interest income. When market interest rates decline, such as during the end of 2024,2024 and end of 2025, Old National has experienced, and could in the future experience, fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets. Sharp fluctuations in interest rates could exacerbate these risks. Old National’s earnings can also be impacted by the spread between short-term and long-term market interest rates.

If the Company is unable to continue to fund assets through customer bank deposits or access funding sources on favorable terms or if the Company suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, the Company’s liquidity, operating margins, financial conditioncondition, and results of operations may be materially adversely affected. The Company may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity.

The total amount that the Company pays for funding costs is dependent, in part, on the Company’s ability to maintain or grow its deposits. If the Company is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be subject to paying higher funding costs. The Company competes with banks and other financial services companies for deposits. Increases in short-term interest rates over the past few years, with recent decreases, have resulted in and are expected to continue to result in more intense competition in deposit pricing. If competitors raise the rates they pay on deposits, the Company’s funding costs may increase, either because the Company raises rates to avoid losing deposits or because the Company loses deposits to competitors and must rely on more expensive sources of funding. Customers may also move noninterest-bearing deposits to interest bearing accounts, increasing the cost of those deposits. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments,alternatives, such as the stock market,market or payment stablecoins, as providing a better risk/return tradeoff.tradeoff or greater utility. The Company’s bank customers could withdraw their money and put it in alternative investments, causing the Company to lose a lower cost source of funding. Higher funding costs could reduce the Company’s net interest margin and net interest income.

As market interest rates haveincreased increased,in 2022 and 2023, we have experienced unrealized losses on our available-for-sale securities portfolio. Unrealized losses related to available-for-sale securities are reflected in investment securities available-for-sale in our consolidated balance sheets and reduce the level of our book capital and tangible common equity. However, such unrealized losses do not affect our regulatory capital ratios. We actively monitor our available-for-sale securities portfolio, and we do not currently anticipate the need to realize material losses from the sale of securities for liquidity purposes. Furthermore, we believe it is unlikely that we would be required to sell any such securities before recovery of their amortized cost bases, which may be at maturity. Nonetheless, if there are unrealized or realized losses in our securities portfolio, our access to liquidity sources could be adversely affected; tangible capital ratios may decline; the FHLB or other funding sources may reduce our borrowing capacity; or bank regulators may impose restrictions on us that impact the level of interest rates we may pay on deposits or our ability to access brokered deposits. Additionally, significant unrealized or realized losses could negatively impact market and/or customer perceptions of our company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits.

A failure or breach, including as a result of a cyber-attack,cyberattack, of our operational or security systems, or the systems of our external vendors, could disrupt our business, result in the disclosure of confidential information, damage our reputation, and create significant financial and legal exposure.

Like other U.S. financial services companies, the Company has been and expects to continue to be the target of cyber-attackscyberattacks and other attempts to disrupt its operations. Although we devote significant resources to maintain and regularly upgrade our systems and processes that are designed to protect the security of our computer systems, software, networks, and other technology assets and the confidentiality, integrity, and availability of information belonging to us and our clients, there is no assurance that our security measures, or those of our external vendors, will provide absolute security. Further, to access our products and services our clients may use computers and mobile devices that are beyond our security control systems. In fact, many other financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyberattacks, and/or malicious code, or by means of phishing attacks, deepfake-enabled attacks, social engineeringengineering, and other means.

As our reliance on technology systems and the connectivity of third parties (including contractors) and electronic devices to our systems increase, the potential risks of technology-related interruptions in our operations or the occurrence of cyber incidentsincidents, including those resulting from the malicious introduction of destructive malware or ransomware, also increase. Our technologies, systems, and networks, and those of our external vendors, as well as our customers’ devices are periodically the target of cyberattacks and may be the target of future cyberattacks. Malicious actorsactors, who are becoming increasingly sophisticated and may see their effectiveness enhanced by the use of artificial intelligence, deep-fake technologies, quantum computing and other novel technologies, may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information, including passwords and other identifying information, in order to gain access to data or our systems.

Certain financial institutions in the United States have also experienced attacks from technically sophisticated and well-resourced third parties that were intended to disrupt normal business activities by making internet banking systems inaccessible to clients for extended periods. These “denial-of-service” attacks typically do not breach data security systems, but require substantial resources to defend, and may affect client satisfaction and behavior. There have been several well-publicized attacks on various companies, including in the financial services industry, and personal, proprietary, and public e-mail systems in which the perpetrators gained unauthorized access to confidential information and customer data, often through the introduction of computer viruses or malware, cyberattacks, phishing, or other means. Even if not directed at the Company or its subsidiaries specifically, attacks on other entities with whom we do business or on whom we otherwise rely or attacks on financial or other institutions or infrastructure important to the overall functioning of the financial system could adversely affect, directly or indirectly, aspects of our business.

Despite our efforts to ensure the integrity of our systems, it is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or associated with external service providers or who may be linked to terrorist organizations or hostile foreign governments. As cyber threats continue to evolve, including as a result of the increased use of artificial intelligence, we may be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks associated with implementing and integrating new systems. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues.

Third party vendors provide key components of our business infrastructure, including certain data processing and information services. Third parties may transmit confidential, propriety information on our behalf. Although we require third party providers to maintain certain levels of information security, such providers may remain vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious attacks that could ultimately compromise sensitive information. While we may contractually limit our liability in connection with attacks against third party providers,providers and also require these providers to maintain adequate insurance coverages, Old National remains exposed to the risk of loss associated with such vendors. In addition, operational errors, information system failures, or interruptions of vendors’ systems, or difficulty communicating with vendors, could expose us to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation risk that could have a material adverse effect on our business and, in turn, our financial condition and results of operations.

The financial services industry is continually undergoing rapid technological changechange, including with respect to development and implementation of artificial intelligence solutions, and with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve clients and to reduce costs. Old National’s future success depends, in part, upon its ability to address client needs by using technology to provide products and services that will satisfy client demands, as well as to create additional efficiencies in Old National’s operations. Old National may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its clients. Failure to successfully keep pace with technological change affecting the financial services industry could negatively affect Old National’s growth, revenue, and profit.

Upgrading the Company’s computer systems, software, and networks subjects the Company to the risk of disruptions, failures, or delays due to the complexity and interconnectedness of the Company’s computer systems, software, and networks. The failure to properly upgrade or maintain these computer systems, software, and networks could result in greater susceptibility to cyber-attacks,cyberattacks, particularly in light of the greater frequency and severity of attacks in recent years, as well as the growing prevalence of supply chain attacks affecting software and information service providers. Failures related to upgrades and maintenance also increase risks related to unauthorized access and misuse. There can be no assurance that any such disruptions, failures, or delays will not occur or, if they do occur, that they will be adequately addressed.

Pandemics, acts of war, global military conflicts, or terrorism and other adverse external events, including severe weather and other natural disasters, could have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenuerevenue, and/or cause the Company to incur additional expenses. Although the Company has established disaster recovery plans and procedures, and monitors for significant environmental effects on its properties or its investments, the occurrence of any such event could have a material adverse effect on the Company.

Our business is highly regulated and the laws, rules, regulations, and supervisory guidance and policies applicable to us are subject to regular modification and change, and there have been significant revisions to the laws, rules, regulations, and supervisory guidance and policies applicable to banks and bank holding companies that have been enacted or proposed in recent years. In addition, we expect that we will remain subject to extensive regulation and supervision, and that the level of regulatory scrutiny may fluctuate over time, based on numerous factors, including the OCC’s heightened standards, which are now applicable to us, changes in U.S. presidential administrations or one or both houses of Congress and public sentiment regarding financial institutions (which can be influenced by scandals and other incidents that involve participants in the industry). We are unable to predict the form or nature of any future changes to the laws, rules, regulations, or supervisory guidance and policies, including the interpretation or implementation thereof. Changes to applicable laws, rules, regulations, and supervisory guidance and policies, including changes in interpretation or implementation thereof, have and could in the future subject us to additional costs, limit the types of financial services and products we may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with applicable laws, rules, regulations, and supervisory guidance and policies could result in enforcement and other legal actions by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a banking charter, other sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which could have a material adverse effect on our business, financial condition, and results of operations.

In addition, wenegative anticipatedevelopments in the banking industry can result in increased regulatory scrutiny, in the course of routine examinations and otherwise, and new regulations in response to recent negative developments in the banking industry,regulations, which may increase our cost of doing business and reduce our profitability. Among other things, there may be increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, brokered deposits, unrealized losses in securities portfolios, liquidity, commercial real estate loan composition and concentrations, and capital as well as general oversight and control of the foregoing. Due to shifting political priorities and novel focus areas of regulators and other governmental authorities, we could also become subject to additional laws, rules and regulations relating to cybersecurity and data protection, digital assets, artificial intelligence and other emerging technologies, and financial market access. We could face increased scrutiny or be viewed as higher risk by regulators and/or the investor community, which could have a material adverse effect on our business, financial condition, and results of operations. See “Item 1 — Business — Supervision and Regulation” and Note 21 to the consolidated financial statements.

We may incur fines, penaltiespenalties, and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations.

In 2024, Old NationalNational’s successfully2025 navigatedresults were driven by the completion and successful integration of Bremer and a challenging interest rate environment while remainingfocus on offensefundamentals—core withdeposit growth to support loan expansion, positive operating leverage, disciplined credit management, and healthy liquidity and capital ratios. We once again showed our growthunwavering strategy,commitment investingto inshareholders, client-facingclients, team members, and key support talent, and remaining opportunistic for new acquisitions.communities. Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, well-managed expenses, and dedicated team members who are committed to our clients and communities enabled us to exceed our expectations that we set as we began 2024.2025. Highlights experienced in 20242025 included:

•granular,peer-leading, low-cost deposit franchise; loan to deposit ratio of 89%;

•growth in total deposits of 10%35%, 5% excluding Bremer;

•disciplined loan growth of 10%34%, 5% excluding Bremer;

•stable credit metrics, including net charge-offs to average loans of 0.17%.0.25%; and

Results for 20242025 were impacted by $37.3$140.9 million of merger-related expenses, $15.3$75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans, a $13.3$5.1 million non-cash,net pre-tax expensegain associated with the distribution of excess pension assets with the resolutionfreezing of the legacybenefits Firstof Midwestthe Bremer pension plan and subsequent termination of the plan, and a $3.0 million forreduction theto previously accrued FDIC special assessment, $2.6 million of separation expense, and $0.2 million of net securities losses.assessment. Excluding these items, net income applicable to common shares for 20242025 was $578.1$808.6 million, or $1.86$2.21 per diluted common share on an adjusted basis. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

Our net interest income increased 2%34% to $1.5$2.1 billion during 2024,2025, driven by loans and securities acquired in the CapStarBremer transaction as well as strong loan growth and thelower interestcosts rateof environment.average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. Provision for credit losses increased compared to 2023,2024, reflective of provision expense associated with the CapStarBremer mergeracquisition as well as loan growth, credit migration, higher net charge-offs, and macroeconomic factors. Noninterest income increased from $333.3 million in 2023 to $354.7 million in 2024 to $466.5 million in 2025 primarily due to the impact of the CapStarBremer merger,acquisition, higher wealth and investment services fees, mortgage banking revenues,revenue, capital markets income, and other income, partially offset by a gain on sale of Visa Class B restricted shares totaling $21.6 million in 2023.income. Noninterest expense increased $68.1$390.9 million in 20242025 compared to 2023.2024. Noninterest expense in 2025 included $140.9 million of merger-related expenses and a $3.0 million reduction to previously accrued FDIC special assessment. Noninterest expense in 2024 included $37.3 million of merger-related expenses, 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 thean FDIC special assessment, and $2.6 million of separation expense. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of a contract termination charge, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Excluding these expenses, noninterest expense in 20242025 increased $68.9$309.3 million, reflectivedriven of the additionalby operating costs associatedand withadditional amortization of intangibles related to the impactacquisitions of theBremer CapStarand merger,CapStar, as well as higher salary and employee benefits reflective of merit increases.and performance-driven incentive accruals.

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, debtpension securitiesplan gainsgain/losses,loss, separationFDIC special assessment expense, CECL Day 1 non-PCD provision expense, debt securities gains/losses, distribution of excess pension assets expense, FDIC special assessment expense, gain on sale of Visa Class B restricted shares, expenses related to the tragic April 10, 2023 event at our downtown Louisville location (“Louisville expenses”), contract termination charge, and propertyseparation optimization charges.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'sCompany’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.

Net interest income in 20242025 increased compared to 20232024 primarilydriven due to loans and securities acquired inby the CapStaracquisition transactionof Bremer as well as strong loan growth, higher rates on loans and investmentlower securities,costs andof higheraverage accretioninterest-bearing income,liabilities, partially offset by higher balances and costs of average interest-bearing liabilities. Accretion income associated with acquired loans and borrowings totaled $50.8 million in 2024, compared to $28.3 million in 2023.

The decreaseincrease in the net interest margin on a fully taxable equivalent basis in 20242025 when compared to 20232024 was primarily due to higherthe balancesimpact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by loan growth as well as higher yieldsbalances onof loans.average interest-bearing liabilities. The yield on average earning assets increased 41 basis points from 5.18% in 2023 towas 5.59% in both 2024 and 2025 and the cost of interest-bearing liabilities increaseddecreased 7329 basis points from 2.25% in 2023 to 2.98% in 2024.2024 to 2.69% in 2025. Average earning assets increased by $3.9$12.0 billion, or 9%,26%, primarilyreflecting duean to a $3.3$8.7 billion increase in average loans.loans and a $3.0 billion increase in average investment securities. Average interest-bearing liabilities increased $4.6$9.2 billion, or 15%,26%, reflecting aan $5.0$8.1 billion increase in average interest-bearing deposits,deposits partially offset byand a reduction$1.1 billion increase in average borrowed funds. Average noninterest-bearing deposits decreasedincreased by $1.2$2.3 billion.

The increase in average earning assets in 20242025 compared to 20232024 was primarily due to Bremer loans and securities acquired in the CapStar transaction as well as strong loan growth. The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 76%75% of average interest earning assets in 2024,2025, compared to 75%76% in 2023.2024.

Average loans, including loans held-for-sale, increased $3.3$8.7 billion in 20242025 compared to 20232024 primarily due to Bremer loans acquired in the CapStar transaction as well as strong commercial real estate loan growth. Loans acquired in the CapStarBremer transaction totaled $2.1$11.1 billion at transaction close.

Average non-interest-bearing deposits decreasedincreased $1.2$2.3 billion in 20242025 compared to 20232024 while average interest-bearing deposits increased $5.0$8.1 billion reflecting a mix shift as a result of the current rate environment,Bremer deposits assumed in the CapStar transaction, and organic growth. Total deposit growth in 2024 has allowed us to organically fund loan growth. Deposits assumed in the CapStarBremer transaction totaled $2.6$12.9 billion at the close of the transaction.

Total provision for credit losses increased $51.7$87.1 million in 20242025 compared to 20232024 primarily due to loan growth, credit migration, net charge-offs, and macroeconomic factors. In addition, the provision for credit losses on loans in 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 2024 included $15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction. 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. For additional information about non-performing loans, charge-offs, and additional items impacting the provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Mortgage banking revenue increased $9.9$12.2 million in 20242025 compared to 20232024 primarily due to higher mortgage originations andoriginations, increased loan sales.sales, and the Bremer partnership.

OtherCapital markets income increased $9.1$17.0 million in 20242025 compared to 20232024 primarily due to additionalhigher otherlevels incomeof associatedcommercial withreal estate client interest rate swap fees and the acquisitionBremer of CapStar, discrete items in 2024, and higher commercial loan fees.partnership.

Noninterest expense increasedin $68.12025 included $140.9 million inof 2024merger-related comparedexpenses and a $3.0 million reduction to 2023.a previously accrued FDIC special assessment. Noninterest expense in 2024 included $37.3 million of merger-related expenses, 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 thean FDIC special assessment, and $2.6 million of separation expense. Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of a contract termination charge, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization. Excluding these expenses, noninterest expense increased to $1.3 billion in 20242025 increasedcompared $68.9to million,$1.0 reflectivebillion ofin the2024. additionalThis increase was driven by operating costs associatedand withadditional amortization of intangibles related to the acquisitionacquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit increases.and performance-driven incentive accruals.

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 20.8%20.5% in 20242025 compared to 22.5%20.8% in 2023. The lower effective tax rate in 2024 compared to 2023 reflected decreases in pre-tax book income and state income taxes combined with increases in tax credits and tax-exempt income. The decrease in state income taxes reflected the recognition of previously unrecognized tax benefits due to the expiration of the statute of limitations.2024. See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.

At December 31, 2024,2025, our assets were $53.6$72.2 billion, aan $4.5$18.6 billion increase compared to $49.1$53.6 billion at December 31, 2023.2024. The increase was driven primarily by the acquisition of CapStar,Bremer asand well as disciplined loanorganic growth.

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. EarningEnd of period earning assets were $48.0$65.0 billion at December 31, 2024,2025, an increase of $4.1$16.9 billion compared to earning assets of $43.9$48.0 billion at December 31, 2023.2024.

The investment securities portfolio, including equity securities, was $14.9 billion at December 31, 2025, compared to $10.9 billion at December 31, 2024, compared to $10.2 billion at December 31, 2023.2024. The increase was driven primarily by the acquisition of CapStar.Bremer. Investment securities represented 23% of end of period earning assets at both December 31, 20242025 and December 31, 2023.2024. At December 31, 2024,2025, 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.

We lend to commercialconsumer and commercial real estate 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.

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% at December 31, 2025, compared to 55% at December 31, 2024, compared to 54% at December 31, 2023.2024. At December 31, 2024,2025, commercial and commercial real estate loans were $26.6$37.0 billion, an increase of $2.9$10.4 billion compared to December 31, 20232024 driven primarily by the acquisition of CapStar,Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines.lines, partly offset by the sale of $71 million of commercial real estate loans in 2025.

Residential real estate loans held in our portfolio increased $98.1$1.7 millionbillion to $6.8$8.5 billion at December 31, 2024,2025, compared to December 31, 20232024 driven primarily by the acquisition of CapStar,Bremer as well asand organic growth. 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, including automobile loans, personal, and home equity loans and lines of credit, increased $252.6$370.5 million to $2.9$3.3 billion at December 31, 20242025 compared to December 31, 20232024 driven primarily by the acquisition of CapStar,Bremer as well asand organic growth.

At December 31, 2024,2025, the allowance for credit losses on loans was $392.5$569.5 million, compared to $307.6$392.5 million at December 31, 2023.2024. The increase wasreflects driven$103.5 primarilymillion byof allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition ofdate. CapStar,In asaddition, wellthe asprovision organicfor loancredit growthlosses andon otherloans factors.in 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 $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024,2024. comparedWe toincreased $31.2the allowance for credit losses on unfunded loan commitments by $6.5 million atin December2025 31,as 2023.a result of Bremer unfunded loan commitments acquired.

Goodwill and other intangible assets at December 31, 20242025 totaled $2.3$2.9 billion, an increase of $195.1$611.9 million compared to December 31, 20232024 as a result of goodwill and other intangible assets recorded with the acquisition of CapStar.Bremer.

Other assets at December 31, 20242025 increased $175.8$758.5 million compared to December 31, 20232024 primarilyreflecting dueBremer toother assets acquired and higher alternativeinvestments investments.in partnerships, limited liability companies, and other ownership interests that support affordable housing.

The increase in total deposits was primarily due to Bremer deposits assumed in the CapStar transaction as well asand 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 12% at December 31, 2024, compared to 13% atboth December 31, 2023.2025 and December 31, 2024. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.

Shareholders’ equity totaled $8.5 billion, or 12% of total assets, at December 31, 2025 and $6.3 billion, or 12% of total assets, at December 31, 2024 and $5.6 billion, or 11% of total assets, at December 31, 2023.2024. Old National issued 24.050.2 million shares of Common Stock in conjunction with the acquisition of CapStarBremer on AprilMay 1, 20242025 adding $417.6$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 2025. These increases were partially offset by dividends and the repurchase of 2.2 million shares of Common Stock during 2024.2025 under a share repurchase plan that was approved by the Company’s Board of Directors in the first quarter of 2025, which reduced equity by $50.0 million. As of December 31, 2025, Old National had remaining authorization to repurchase up to $150.0 million of its outstanding Common Stock through February 28, 2026. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 62,28876,618 shareholders of record at December 31, 2024.2025.

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 testtesting 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, regulatory,information compliance, legal,security and reputationaltechnology, 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.

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, compliance and regulatory, legal, and reputational.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, liquidity, operational, compliance and regulatory, and legal.liquidity. Discussion of strategic, talent management, operational, information security and reputationaltechnology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.

We lend to commercialconsumer and commercial real estate 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 December 31, 2024,2025, our average commercial loan size was approximately $716,000$771,000 and our average commercial real estate loan size was approximately $1,567,000. In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold.$1,486,000. At December 31, 2024,2025, 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.

Under-performing assets increased to $530.2 million at December 31, 2025, compared to $456.3 million at December 31, 2024,2024 comparedprimarily due to $285.2the millionBremer at December 31, 2023.acquisition. Under-performing assets as a percentage of total loans were 1.09% at December 31, 2025, compared to 1.26% at December 31, 2024, compared to 0.86% at December 31, 2023.2024.

Nonaccrual loans increased $173.2$73.3 million from December 31, 20232024 to December 31, 20242025 includingprimarily $71.7due million of nonaccrualto loans acquired in the CapStarBremer acquisition. Excluding these loans, nonaccrual loans increased $101.5 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 109.26% at December 31, 2025, compared to 87.62% at December 31, 2024, compared to 111.93% at December 31, 2023.2024.

Total criticized and classified assets were $2.5$3.1 billion at December 31, 2024,2025, an increase of $725.0$616.6 million from December 31, 20232024 includingprimarily $222.1due millionto $1.0 billion of criticized and classified loans related to the CapStarBremer acquisition.acquisition, Excludingpartially theseoffset loans,by totala criticizedcontinued andfocus classifiedon assetsactive increasedportfolio $503.0 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment.management. Other classified assets include investment securities that fell below investment grade rating totaling $20.6 million at December 31, 2025, compared to $59.0 million at December 31, 2024, compared to $48.9 million at December 31, 2023.2024.

The allowance for credit losses on loans was $569.5 million at December 31, 2025, compared to $392.5 million at December 31, 2024, compared to $307.6 million at December 31, 2023.2024. The increase wasreflects driven$103.5 primarilymillion byof allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition of CapStar,date as well as organic$69.1 loanmillion growthto andestablish otheran factors.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.

The following table details the allowance for credit losses on loans by loan category and the percentpercentage of loans in each category compared to total loans at December 31.

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 $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024,2024. comparedWe toincreased $31.2the allowance for credit losses on unfunded loan commitments by $6.5 million atin December2025 31,as 2023.a result of Bremer unfunded loan commitments acquired.

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 is an analysis generally discussing our results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the same period in 2025, and financial condition as of MarchJune 31,30, 2026 compared to December 31, 2025. 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, 2025 (“2025 Annual Report on Form 10-K”).

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 impact of purchase accounting with respect to the merger between Old National and Bremer (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 technology 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; adverse effects on our information technology systems, or those of third parties, resulting from failures, disruptions or cybersecurity attacks, including ransomware; security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this report; and other factors identified in our 2025 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.

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, pension plan gain/loss, debt securities gains/losses, distribution of excess pension assets expense, debtFDIC securitiesspecial gains/losses,assessment pensionexpense, plan gain/loss,and CECL Day 1 non-PCD provision expense, and FDIC special assessment 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.

Old National is the sixthfifth 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 $73.0$74.2 billion at MarchJune 31,30, 2026. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois.Indiana. 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 firstsecond quarter of 2026 was $249.4 million, or $0.65 per diluted common share, compared to $229.6 million, or $0.59 per diluted common share, compared to $212.6 million, or $0.55 per diluted common share, for the fourthfirst quarter of 2025.2026.

Results for the second quarter of 2026 were impacted by $12.1 million in pre-tax merger-related expenses and a $13.2 million pre-tax gain associated with the settlement of the Bremer pension plan. Results for the first quarter of 2026 were impacted by $7.3 million in pre-taxof merger-related expenses as a result of Old National’s acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025 and a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension plan assets with the resolution of the legacy First Midwest Bancorp, Inc. (“First Midwest”) plan. Results for the fourth quarter of 2025 were impacted by $24.5 million of merger-related expenses, a $15.9 million pre-tax loss associated with the termination of the Bremer pension plan, and $3.0 million pre-tax reduction of previously accrued FDIC special assessment. Excluding these items, net income applicable to common shares for the firstsecond quarter of 2026 was $250.4 million, or $0.65 per diluted common share on an adjusted basis1, compared to $237.7 million, or $0.61 per diluted common share on an adjusted basis1, compared to $241.0 million, or $0.62 per diluted common share on an adjusted basis1, for the fourthfirst quarter of 2025.2026.

Our results for the firstsecond quarter of 2026 reflect solid growth in total loans and deposits, disciplined expense management, and strong credit quality and capital.

Deposits: Period-end total deposits increased $584.3$474.3 million, or 4%3% annualized, to $55.7$56.1 billion at MarchJune 31,30, 2026 compared to DecemberMarch 31, 2025.2026.

Loans: Our loan balances, excluding loans held-for-sale, increased $967.7$1.0 million,billion, or 8% annualized, to $49.7$50.8 billion at MarchJune 31,30, 2026 compared to DecemberMarch 31, 20252026 reflecting strong commercial loan production.

Net Interest Income: Net interest income decreasedincreased $8.3$6.4 million to $572.6$579.0 million compared to the fourthfirst quarter of 20252026 driven by lower asset yields, partly offset by high quality loan growth and lowerstable core deposit pricing, partly offset by funding costs.mix.

Provision for Credit Losses: Provision for credit losses was $34.9$36.2 million compared to $32.7$34.9 million in the fourthfirst quarter of 2025.2026.

Noninterest Income: Noninterest income was $122.3 million compared to $109.8$153.6 million, or $125.6$140.4 million excluding a $15.9$13.2 million pre-tax lossgain associated with the terminationsettlement of the Bremer pension planplan, compared to $122.3 million in the fourthfirst quarter of 2025.2026. The decreaseincrease (whenreflects excludingstrong the loss associated with the termination of the pension planincreases in theall fourthfee quarterincome of 2025) reflects seasonally lower bank feeslines as well as lowerelevated capitalother marketsincome due to market value adjustments, higher company-owned life insurance income, and mortgagean feesasset that were elevated in the fourth quarter of 2025, partly offset by strong wealth management fees.recovery.

Noninterest Expense: Noninterest expense decreasedincreased $21.6$7.5 million compared to the fourthfirst quarter of 2025.2026. In the second quarter of 2026, noninterest expense included $12.1 million of merger-related expenses. In the first quarter of 2026, noninterest expense included $7.3 million of merger-related expenses and a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan. In the fourth quarter of 2025, noninterest expense included $24.5 million of merger-related expenses and $3.0 million pre-tax reduction of previously accrued FDIC special assessment. Excluding these expenses, noninterest expense was $360.1 million for the second quarter of 2026, an increase of $6.1 million from $354.0 million for the first quarter of 2026,2026 a decrease of $10.8 million from $364.8 million for the fourth quarter of 2025 driven byreflecting disciplined expense management and lower other expense, which was elevated in the prior quarter.management.

Net interest income is the most significant component of our earnings, comprising 82%81% of revenues for the threesix months ended MarchJune 31,30, 2026. 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.

The Federal Reserve held its interest rates steady during the firstsecond quarter of 2026 and decreased interest rates compared to those in effect as of MarchJune 31,30, 2025. The Federal Reserve’s Federal Funds Rate is currently in a target range of 3.50% to 3.75%, with the Effective Federal Funds Rate of 3.64%3.63% at MarchJune 31,30, 2026 compared to 4.33% at MarchJune 31,30, 2025. 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.

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

(2)Interest income on investment securities includes taxable equivalent adjustments of $2.5$2.4 million and $4.9 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and $2.7 million and $5.3 million during the three and six months ended MarchJune 31,30, 20252025, respectively; using the federal statutory rate in effect of 21%.

(3)Interest income on loans includes taxable equivalent adjustments of $5.3$5.1 million and $10.4 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and $2.7$4.4 million and $7.1 million during the three and six months ended MarchJune 31,30, 20252025, respectively; using the federal statutory rate in effect of 21%.

The increase in net interest income for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 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.liabilities and lower yields on loans.

The increase in net interest margin on a fully taxable equivalent basis for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 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.liabilities and lower yields on loans. The yield on interest earning assets increaseddecreased 1220 basis points and the cost of interest-bearing liabilities decreased 1825 basis points in the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago. The yield on interest earning assets decreased 5 basis points and the cost of interest-bearing liabilities decreased 22 basis points in the six months ended June 30, 2026 compared to the same period a year ago.

Average earning assets increased $17.4$7.3 billion and $12.3 billion for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 primarily due to Bremer loans and securities acquired as well as strong loan growth.

Average loans, including loans held-for-sale, increased $12.9$6.0 billion and $9.4 billion for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 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 $3.8$1.3 billion while average interest-bearing deposits increased $10.8$4.4 billion for the three months ended MarchJune 31,30, 2026 when compared to the same period in 2025 reflecting Bremer deposits assumed and organic growth. Average noninterest-bearing deposits increased $2.5 billion while average interest-bearing deposits increased $7.6 billion for the six months ended June 30, 2026 when compared to the same period in 2025 reflecting Bremer deposits assumed and organic growth. Bremer deposits assumed totaled $12.9 billion at the close of the acquisition.

Total provision for credit losses on loans increaseddecreased in the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 primarily due to $75.6 million to establish an allowance for credit migration,losses higheron netnon-PCD charge-offs,Bremer loans and macroeconomicunfunded factors.loan commitments acquired in the three and six months ended June 30, 2025. 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.

Capital markets income increased $6.5$5.2 million and $11.7 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 primarily due to higher levels of commercial real estate client interest rate swap fees and the Bremer acquisition.

Noninterest expense included $7.3$12.1 million and $5.9$41.2 million of merger-related expenses for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Noninterest expense for the three months ended March 31, 2026 also included a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan. Excluding these expenses, noninterest expense increased to $354.0$360.1 million for the three months ended MarchJune 31,30, 2026, compared to $262.6$343.6 million for the three months ended MarchJune 31,30, 2025. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer.

Amortization of tax credit investments increased $3.7$2.0 million and $5.7 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025 primarily due to additional amortization related to the Bremer acquisition. In addition, 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.

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 20.9%21.8% and 20.3%21.4% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 19.5% and 19.9% for the three and six months ended June 30, 2025, respectively.respectively, reflecting an increase in pre-tax book income contributing to an increase in state taxes. 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 MarchJune 31,30, 2026 based on the current estimate of the effective annual rate.

At MarchJune 31,30, 2026, our assets were $73.0$74.2 billion, ana $850.7$2.0 millionbillion increase compared to assets of $72.2 billion at December 31, 2025, reflective of strong loan growth.

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 $65.9$67.1 billion at MarchJune 31,30, 2026, a $987.8$2.1 millionbillion increase compared to earning assets of $65.0 billion at December 31, 2025.

The investment securities portfolio, including equity securities, was $15.1 billion at June 30, 2026, compared to $14.9 billion at both March 31, 2026 and December 31, 2025,2025. representingInvestment 23%securities represented 22% of earning assets forat bothJune periods.30, 2026, compared to 23% at December 31, 2025. At MarchJune 31,30, 2026, 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 $656.3$666.5 million and $570.4 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $391.9$376.3 million and $355.3 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.064.08 at MarchJune 31,30, 2026, compared to 3.80 at December 31, 2025. The total investment securities portfolio had an effective duration of 4.714.69 at MarchJune 31,30, 2026, compared to 4.51 at December 31, 2025. 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 weighted average yields on investment securities, on a taxable equivalent basis, were 4.05%4.11% and 4.08% for the three and six months ended MarchJune 31,30, 2026, respectively, compared to 3.58%4.07% and 3.85% for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% of earning assets58% at bothJune March30, 31,2026, 2026compared andto 57% at December 31, 2025. At MarchJune 31,30, 2026, commercial and commercial real estate loans were $37.8$38.6 billion, an increase of $776.7$1.6 millionbillion from December 31, 2025 driven primarily by disciplined commercial loan production.

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 28%26% of the commercial real estate portfolio is owner-occupied at MarchJune 31,30, 2026, compared to 29% at December 31, 2025.

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 MarchJune 31,30, 2026, the Company held $779.5$680.7 million of non-owner-occupied commercial real estate loans, or 2%1% of total loans, that mature within 18 months with an interest rate below 4%.

At MarchJune 31,30, 2026, residential real estate loans held in our loan portfolio were $8.6$8.8 billion, an increase of $153.9$293.3 million compared to December 31, 2025. 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, including automobile loans, personal, and home equity loans and lines of credit, increased $37.1$101.0 million to $3.3$3.4 billion at MarchJune 31,30, 2026 compared to December 31, 2025.

The increase in total deposits was due to 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 13% at June 30, 2026, compared to 12% at both March 31, 2026 and December 31, 2025. The increase in other borrowings was due to the issuance and sale of $450.0 million aggregate principal amount of subordinated notes in January 2026. The Company intends to use the net proceeds from this offering for general corporate purposes.

Shareholders’ equity totaled $8.6 billion at June 30, 2026, compared to $8.5 billion at both March 31, 2026 and December 31, 2025. Retained earnings were offset by the repurchase of 3.98.3 million shares of Common Stock under share repurchase plans that were approved by the Company’s Board of Directors during the firstsix quartermonths ofended June 30, 2026, which reduced equity by $94.9$201.6 million, dividends, and changes in unrealized losses on available-for-sale investment securities, and dividendssecurities during the threesix months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, Old National had remaining authorization to repurchase up to $383.5$276.6 million of its outstanding Common Stock through February 28, 2027.

Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At MarchJune 31,30, 2026, 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.

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 MarchJune 31,30, 2026, our average commercial loan size was approximately $840,000$899,000 and our average commercial real estate loan size was approximately $1,544,000.$1,627,000. At MarchJune 31,30, 2026, 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.