Old National (NASDAQ: ONB) raises dividend and doubles share repurchase plan

Rhea-AI Filing Summary

Old National Bancorp announced several board, governance and capital return actions. Four directors – Ellen A. Rudnick, Rebecca S. Skillman, Stephen C. Van Arsdell and Austin M. Ramirez – plan to retire at the end of their terms at the 2026 annual meeting, after which the Board size will be reduced from 16 to 12 directors. The By-Laws were amended so that Board size can be set by Board resolution instead of by amending the By-Laws.

The Board increased the quarterly cash dividend on common stock by 3.6% to $0.145 per share, payable on March 16, 2026 to shareholders of record on March 5, 2026. It also declared quarterly cash dividends of $17.50 per share (or $0.4375 per depositary share) on the 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and Series C, payable May 20, 2026 to shareholders of record on May 5, 2026.

In addition, the Board approved an increased share repurchase program authorizing the Company to repurchase up to $400 million of common stock. This program, which runs until February 28, 2027, replaces a prior $200 million program and allows repurchases via open market, privately negotiated, or accelerated share repurchase transactions.

Insights

Bank equity and capital management analyst

Old National lifts shareholder payouts with a larger buyback and higher dividend.

Old National Bancorp is signaling confidence by raising its quarterly common dividend by 3.6% to $0.145 per share while also declaring regular preferred dividends on its Series A and Series C 7.0% fixed-rate non-cumulative perpetual preferred stock.

The Board also authorized a new share repurchase program for up to $400 million of common stock, replacing a prior $200 million authorization and extending through February 28, 2027. Actual capital returned will depend on management’s discretionary execution across open-market, private, or accelerated repurchase methods.

On governance, four directors plan to retire at the May 13, 2026 annual meeting, and the Board will shrink from 16 to 12 members. Amended By-Laws now let directors adjust Board size by resolution, giving more flexibility for future composition changes without formal bylaw amendments.

Old National Bancorp /IN/0000707179FALSE12/3100007071792026-02-172026-02-170000707179us-gaap:CommonStockMember2026-02-172026-02-170000707179us-gaap:SeriesAPreferredStockMember2026-02-172026-02-170000707179us-gaap:SeriesCPreferredStockMember2026-02-172026-02-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

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): February 17, 2026

_________________________________________________________

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

NASDAQ Global Select Market

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

ONBPP

NASDAQ Global Select Market

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

ONBPO

NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-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.    ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 17, 2026, Ellen A. Rudnick, Rebecca S. Skillman and Stephen C. Van Arsdell indicated that they intend to retire from the board of directors (the “Board”) of Old National Bancorp (the “Company”), effective as of the end of their respective terms as directors at the Company’s 2026 annual meeting of shareholders to be held on May 13, 2026 (the “2026 Annual Meeting”). Their retirements are in accordance with the Company’s Corporate Governance Guidelines relating to continued service on the Board when a director becomes 75 years of age.

In addition, on February 17, 2026, Austin M. Ramirez indicated that he intends to retire from the Board, effective as of the end of his term as a director at the 2026 Annual Meeting, due to Mr. Ramirez’s other professional commitments.

In connection with the retirements of Mr. Ramirez, Ms. Rudnick, Ms. Skillman and Mr. Van Arsdell, the Board has determined to reduce the size of the Board. The Board and the Company’s management express their appreciation to Mr. Ramirez, Ms. Rudnick, Ms. Skillman and Mr. Van Arsdell for their dedicated service and many significant contributions to the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 18, 2026, the Board approved Amended and Restated By-Laws of the Company (the “By-Laws”). The sole change to the By-Laws was to amend Article V, Section 1 to provide that the size of the Board will be fixed from time to time by resolution of the Board. The By-Laws previously provided that the size of the Board would be fixed by an amendment to the By-Laws. On February 18, 2026, the Board also adopted a resolution to decrease the size of the Board from 16 to 12 directors, effective upon the retirements of Mr. Ramirez, Ms. Rudnick, Ms. Skillman and Mr. Van Arsdell from the Board at the 2026 Annual Meeting, as described above in Item 5.02 of this Current Report on Form 8-K.

The foregoing summary and referenced description of the By-Laws do not purport to be complete and are qualified in their entirety by reference to the full text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

Declaration of Dividends. On February 19, 2026, the Company issued a press release announcing that, on February 18, 2026, the Board increased the quarterly cash dividend on the Company’s outstanding shares of common stock by 3.6% to $0.145 per share. This quarterly cash dividend will be payable March 16, 2026, to shareholders of record as of the close of business on March 5, 2026.

In addition, the Board declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on the Company’s 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on May 20, 2026, to shareholders of record as of the close of business on May 5, 2026.

Share Repurchase Program. The Company also announced that, on February 18, 2026, the Board approved an increased share repurchase program that authorizes the Company to repurchase up to $400 million of the Company’s outstanding shares of common stock. This program will be in effect until February 28, 2027 and replaces the prior $200 million share repurchase program that was set to expire on February 28, 2026. Share repurchases under the program may be made from time to time on the open market, in privately negotiated transactions or through other transactions (including, without limitation, accelerated share repurchase arrangements) in the discretion of, and at prices to be determined by, the Company. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock.

Attached hereto as Exhibit 99.1 is the press release issued by the Company announcing the dividends and share repurchase program, which is incorporated herein by reference.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

3.1    Amended and Restated By-Laws of Old National Bancorp dated February 18, 2026.

99.1    Press Release issued by Old National Bancorp on February 19, 2026.

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

3

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: February 19, 2026

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

4

Exhibit 99.1

oldnational.com

			Investor Relations:
			Lynell Durchholz
NEWS RELEASE			(812) 464-1366
			lynell.durchholz@oldnational.com
FOR IMMEDIATE RELEASE			Media Relations:
February 19, 2026			Rick Jillson
			(812) 465-7267
			rick.jillson@oldnational.com

Old National Bancorp Announces Increases to Quarterly

Common Stock Dividend and Share Repurchase Program

EVANSVILLE, IND. (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that its Board of Directors increased the quarterly cash dividend on the Company’s outstanding shares of common stock by 3.6% to $0.145 per share. This quarterly cash dividend will be payable on March 16, 2026, to shareholders of record as of the close of business on March 5, 2026.

In addition, the Board of Directors declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on Old National’s 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on May 20, 2026, to shareholders of record as of the close of business on May 5, 2026.

The Company also announced today that its Board of Directors approved doubling the size of its share repurchase program, authorizing the Company to repurchase up to $400 million of the Company’s outstanding shares of common stock. The new share repurchase program replaces the prior $200 million share repurchase program that was set to expire on February 28, 2026. Share repurchases under this program may be made from time to time on the open market, in privately negotiated transactions or through accelerated share repurchase programs in the discretion of, and at prices to be determined by, the Company. The program will be in effect until February 28, 2027.

ABOUT OLD NATIONAL

Old National Bancorp is the holding company of Old National Bank. As the sixth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $72 billion of assets and $37 billion of assets under management, Old National ranks among the top 25 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2025, Points of Light named Old National one of "The Civic 50" - an honor reserved for the 50 most community-minded companies in the United States.

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FAQ

What board changes did Old National Bancorp (ONB) announce in this 8-K?

Old National Bancorp announced that four directors will retire at the 2026 annual meeting. The Board will reduce its size from 16 to 12 directors, and amended By-Laws now let the Board set its own size by resolution instead of formal bylaw amendments.

How much did Old National Bancorp (ONB) increase its quarterly common dividend?

Old National Bancorp increased its quarterly cash dividend on common stock by 3.6% to $0.145 per share. The dividend is payable March 16, 2026 to shareholders of record on March 5, 2026, reflecting a modest but tangible rise in regular cash returns.

What preferred stock dividends did Old National Bancorp (ONB) declare?

The company declared quarterly cash dividends of $17.50 per share, or $0.4375 per depositary share, on its 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and Series C. These dividends are payable May 20, 2026 to shareholders of record on May 5, 2026.

How large is Old National Bancorp’s new share repurchase authorization?

Old National Bancorp’s Board approved a new share repurchase program authorizing up to $400 million of common stock repurchases. This replaces a prior $200 million authorization and is effective through February 28, 2027, with purchases possible in open market, private, or accelerated transactions.

When does Old National Bancorp’s increased share repurchase program expire?

The increased Old National Bancorp share repurchase program runs until February 28, 2027. During this period, the company may repurchase up to $400 million of common stock at its discretion, and the program can be modified, suspended, or discontinued at any time.

Why is Old National Bancorp reducing the size of its Board of Directors?

The Board size reduction to 12 directors follows the planned retirements of four directors at the 2026 annual meeting. Three retirements are tied to the company’s age-75 guideline, while one director is stepping down due to other professional commitments, prompting a smaller Board structure.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 9.8 KB

Other Documents

• EX-3.1 EX-3.1 100.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 7.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.2 KB