Old National Bancorp SEC Filings

Old National Bancorp is a financial holding company headquartered in Evansville, Indiana, with consolidated assets of $72.2 billion as of December 31, 2025. It operates 346 banking centers across Midwestern and Southeastern states, offering consumer and commercial banking, wealth management, and capital markets services.

The company’s common stock market value held by non‑affiliates was $8.30 billion on June 30, 2025, and it had 389,673,000 common shares outstanding as of January 31, 2026. Old National employs 4,971 full‑time equivalent team members and emphasizes professional development, health and wellness benefits, and paid volunteer time.

Growth has been driven by acquisitions, including CapStar in 2024, which added $3.1 billion in assets, and Bremer in 2025, which contributed about $16.3 billion of assets, strengthening positions in Tennessee, Minnesota, and North Dakota. Management highlights extensive regulatory oversight, capital and liquidity requirements, and a wide range of strategic, economic, competitive, and climate‑related risks that could affect credit quality, profitability, and dividend capacity.

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.

Old National Bancorp used this presentation to highlight record 2025 results and a strong fourth quarter. For Q4 2025, diluted EPS was $0.55, or $0.62 on an adjusted basis, with adjusted return on average assets of 1.37% and adjusted return on average tangible common equity of 19.9%.

Net interest income on a fully tax-equivalent basis reached $589 million in Q4, with a 3.65% net interest margin. Total loans were $48.8 billion and total deposits $55.1 billion as of December 31, 2025, producing an 89% loan-to-deposit ratio and CET1 capital of 11.08%.

Management reported record adjusted EPS, net income, and efficiency ratio for full-year 2025, with the adjusted efficiency ratio at 46.0% in Q4 and 48.8% for the year. Credit quality remained solid, with net charge-offs excluding purchased credit deteriorated loans at 0.16% of total loans and nonaccrual loans down 12% from the prior quarter.

For 2026, Old National expects end-of-period loans to grow 4–6%, net interest income around $2,415 million (plus or minus 2%), noninterest expense of $1,435–$1,455 million, and a net charge-off ratio of 0.25–0.30%, supporting management’s outlook for positive operating leverage and more than 15% EPS growth year over year.

ONB has a planned sale of 31,231 shares of common stock, with an aggregate market value of 798,782.00, to be executed through Stifel Nicolaus & Company on the NASDAQ around 02/04/2026.

The securities relate to phantom shares of common stock acquired on 12/15/2025 under the ONB Executive Deferred Compensation Plan through bi-weekly payroll deductions. The filing notes 389,676,417 shares outstanding and includes a representation that the seller is not aware of undisclosed material adverse information.

An affiliate of ONB has filed a Rule 144 notice for a planned sale of 30,000 shares of common stock through broker Stifel Nicolaus, with an aggregate market value of $747,300. The shares are listed on NASDAQ and the approximate sale date given is 02/03/2026.

The notice reports that the issuer had 389,676,417 shares outstanding. The securities to be sold were acquired over time through vested restricted stock awards and performance share unit awards between 2017 and 2022 as equity compensation from the issuer. The signer represents they know no undisclosed material adverse information about the issuer’s operations.

Old National Bancorp issued and sold $450,000,000 of 5.768% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes were sold at a 0.75% underwriting discount, providing the company with approximately $446.6 million in net proceeds before expenses, to be used for general corporate purposes.

The notes pay a fixed 5.768% annual interest rate, semi-annually, from issuance to February 15, 2031, then a floating rate equal to a benchmark rate expected to be Three-Month Term SOFR plus 220 basis points, paid quarterly until maturity on February 15, 2036. The notes are subordinated obligations of Old National, junior to its senior debt, structurally subordinated to subsidiary liabilities, and may be redeemed at par plus accrued interest beginning February 15, 2031 or upon specified tax, regulatory capital, or investment company events, subject to Federal Reserve approval where required.

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.