[8-K/A] Old National Bancorp Amends Material Event Report

Rhea-AI Filing Summary

IonQ, Inc. (Form 144) discloses a planned sale of 6,789 common shares through Morgan Stanley Smith Barney on or about 07/11/2025. The shares have an aggregate market value of $311,818.77 and represent an immaterial ~0.003% of the 247.8 million shares outstanding. The securities were acquired as restricted stock units on 07/11/2025. 

The filing also lists prior 10b5-1 program transactions for the same account holder—30,696 shares sold in the past three months for total proceeds of $1.27 million (25,696 shares on 06/11/2025 and 5,000 shares on 07/07/2025). 

Form 144 serves only as advance notice and does not guarantee the sale will occur. The share count and dollar amounts involved are small relative to IonQ’s float, suggesting limited direct market impact, yet ongoing insider selling can be monitored by investors for sentiment signals.

Insights

Securities Analyst

TL;DR insider plans to sell 6,789 shares; scale appears immaterial.

Form 144 indicates a routine sale under Rule 144 and possibly linked to an established 10b5-1 plan. The dollar value ($312k) is negligible versus IonQ’s market capitalization and float, so liquidity impact is minimal. Nevertheless, cumulative sales of ~37k shares since June may draw attention from investors tracking insider sentiment. Absent other disclosures, the event is neutral for valuation.

Risk Analyst

TL;DR small insider sale; monitor frequency rather than size.

Insider activity itself is not a red flag, particularly under a 10b5-1 plan. The filing affirms the seller is unaware of undisclosed adverse information, reducing information-asymmetry risk. Still, repeated divestitures within a short window can influence perception if they persist. Overall, the filing is not materially impactful to IonQ’s risk profile.

Old National Bancorp /IN/0000707179FALSE00007071792025-05-012025-05-010000707179us-gaap:CommonStockMember2025-05-012025-05-010000707179us-gaap:SeriesAPreferredStockMember2025-05-012025-05-010000707179us-gaap:SeriesCPreferredStockMember2025-05-012025-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 8-K/A

Amendment No. 1 to Form 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2025

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Indiana			001-15817			35-1539838
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

One Main Street
Evansville,			Indiana			47708
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (773) 765-7675

________________________________________________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The NASDAQ Stock Market LLC

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

ONBPP

The NASDAQ Stock Market LLC

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

ONBPO

The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Introductory Note.

This Amendment No. 1 to Form 8-K (this “8-K Amendment”) is being filed in connection with the closing on May 1, 2025 of the merger of Bremer Financial Corporation (“Bremer”), a Minnesota corporation, with and into Old National Bancorp (“Old National”), an Indiana corporation (the “Merger”), with Old National as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of November 25, 2024 (the “Merger Agreement”), by and among Old National, Bremer and ONB Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of Old National, as previously disclosed in the Current Report on Form 8-K filed on May 1, 2025 (the “Original 8-K”). This 8-K Amendment is being filed by Old National to amend Item 9.01 of the Original 8-K solely to present certain financial information in connection with the Merger.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated statements of financial condition of Bremer as of December 31, 2024 and 2023 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Bremer for each of the two fiscal years in the period ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.1 to this 8-K Amendment and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Old National as of December 31, 2024, giving effect to the Merger as if it had been completed on December 31, 2024, and the unaudited pro forma condensed combined income statement of Old National for the year ended December 31, 2024, giving effect to the Merger as if it had been completed on January 1, 2024, and the notes related thereto, are filed as Exhibit 99.2 to this 8-K Amendment and incorporated herein by reference.

(d) Exhibits.

Exhibit No.    Description

23.1    Consent of Ernst & Young LLP, Independent Auditors for Bremer with respect to Bremer’s audited financial statements.

99.1    Audited consolidated statements of financial condition of Bremer as of December 31, 2024 and 2023 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Bremer for each of the two fiscal years in the period ended December 31, 2024, and the notes related thereto.

99.2    Unaudited pro forma condensed combined balance sheet as of December 31, 2024; and unaudited pro forma condensed combined income statement for the year ended December 31, 2024, and the notes related thereto.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 hereunto duly authorized.

Date: July 11, 2025

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

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