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Old National Bancorp is offering $450 million of 5.768% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes pay a fixed 5.768% coupon until February 15, 2031, then reset quarterly at Three-Month Term SOFR plus 220 basis points, with a zero floor. They mature on February 15, 2036 and are callable at par, with Federal Reserve approval, from February 15, 2031 or earlier upon specified tax or capital events. The notes are unsecured, subordinated obligations of the holding company, structurally subordinated to liabilities of subsidiaries, including Old National Bank’s $61.2 billion of liabilities as of September 30, 2025. Net proceeds of about $445.8 million are earmarked for general corporate purposes.
Old National reported preliminary net income to common of $212.6 million, or $0.55 per diluted share, for the quarter ended December 31, 2025, and adjusted net income of $241.0 million, or $0.62 per diluted share, excluding merger and pension-related items. At September 30, 2025, the company had $71.2 billion in assets, $55.1 billion in deposits, $48.8 billion in loans, a net interest margin of 3.60% and a total risk-based capital ratio of 12.85%.
Old National Bancorp is offering fixed-to-floating rate subordinated notes due 2036 under an existing shelf registration. The notes pay a fixed coupon until 2031, then switch to a floating rate tied to Three-Month Term SOFR plus a spread, with interest paid semiannually then quarterly. Old National may, with Federal Reserve approval, redeem the notes at par plus accrued interest beginning on the 2031 interest payment date or earlier upon certain tax, regulatory capital or investment company events. The notes are unsecured, rank junior to senior indebtedness, and are structurally subordinated to liabilities of subsidiaries, including bank deposits, and will not be listed on an exchange.
The filing also includes preliminary results for the quarter ended December 31, 2025, showing net income applicable to common shares of $212.6 million, or $0.55 per diluted share, and adjusted net income of $241.0 million, or $0.62 per diluted share, after merger-related and pension items. Period-end loans were $48.8 billion, deposits $55.1 billion, net interest income $580.8 million, net interest margin 3.60%, and the total risk-based capital ratio 12.85% as of September 30, 2025.
Old National Bancorp filed a current report to inform investors that it has prepared and distributed an updated investor presentation. The presentation, dated January 22, 2026, may be used by company management in meetings with investors, analysts and other interested parties to explain the bank’s business and outlook. The materials are included as Exhibit 99.1 and incorporated by reference, providing a central source of information for stakeholders who want a structured overview of Old National’s story.
Old National Bancorp filed a current report to share that it has released its financial results for the fourth quarter and full year 2025. The company issued a press release with these results and furnished it as an exhibit to this report.
The filing also notes that a slide presentation covering fourth quarter 2025 earnings, strategic developments, and the company’s financial outlook will be available on its investor relations website. This presentation is intended to complement a conference call scheduled for January 21, 2026, at 9:00 a.m. Central Time.