What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-22 · 337 added, 222 removed, 2106 unchanged (21% of the section changed)

35 unchanged sentences

In addition, Old National has a Code of Business Conduct and Ethics, a Senior Financial and Executive Officer Code of Ethics, and Corporate Governance Guidelines that outline high levels of ethical business standards.

Old National has also appointed a Chief Ethics Officer and had a third party perform an independent validation of our ethics program.

In order to monitor compliance with this system of controls, Old National maintains an extensive internal audit program.

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The Board of Directors, through an Audit Committee comprised solely of independent directors, oversees management’s discharge of its financial reporting responsibilities.

The Audit Committee meets regularly with Old National’s independent registered public accounting firm, Deloitte & Touche LLP, and the managers of financial reporting, internal audit, and risk.

The Audit Committee meets regularly with Old National’s independent registered public accounting firm, Deloitte & Touche LLP, and managers responsible for financial reporting.

During these meetings, the committee meets privately with the independent registered public accounting firm as well as with financial reporting and internal audit personnel to review accounting, auditing, and financial reporting matters.

The appointment of the independent registered public accounting firm is made by the Audit Committee.

Our consolidated financial statements as of December 31, 2023 and for the year then ended have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report appears in this annual report on Form 10-K.

Our consolidated financial statements as of December 31, 2022 and for the years ended December 31, 2022 and 2021 have been audited by Crowe LLP, an independent registered public accounting firm, whose report also appears in this annual report on Form 10-K.

Our consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report appears in this Annual Report on Form 10-K.

Our consolidated financial statements for the year ended December 31, 2022 have been audited by Crowe LLP, an independent registered public accounting firm, whose report also appears in this Annual Report on Form 10-K.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Old National Bancorp and subsidiaries (“Old National") as of December 31, 2023, the related consolidated statements of income, comprehensive income (loss), shareholders' equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of Old National as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Old National Bancorp and subsidiaries (“Old National") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Old National as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Old National’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2025 expressed an unqualified opinion on Old National's internal control over financial reporting.

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These financial statements are the responsibility of Old National’s management.

Our responsibility is to express an opinion on Old National's financial statements based on our audit.

Our responsibility is to express an opinion on Old National’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Old National in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

Old National utilizes a discounted cash flow (“DCF”) approach with probability of default (“PD”) methodology for pools of loans with similar risk characteristics.

Old National utilizes a discounted cash flow (“DCF”) approach with a probability of default (“PD”) methodology for pools of loans with similar risk characteristics.

The PD regression models use combinations of variables to assess systematic and unsystematic risk.

Variables used for unsystematic risk are borrower specific and help to gauge the

risk of default from an individual borrower.

Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower.

Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts.

The LGD is defined as credit loss incurred when an obligor of the bank defaults.

The loss given default (“LGD”) is defined as credit loss incurred when an obligor of the bank defaults.

Expected cash flows are created for each loan using reasonable and supportable forecasts and discounted using the loan’s effective yield.

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Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts.

At December 31, 2023, the key qualitative factors included adjustments to the expected credit losses associated with risks in the current economic environment.

These factors include the risk that certain macroeconomic forecasts such as unemployment, gross domestic product, housing product index, and the BBB ratio (BBB spread to the 10-year U.S.

Treasury rate) prove to be more severe and/or prolonged than the baseline forecast due to a variety of factors including monetary actions to control inflation, global military conflicts, and global supply chain issues.

Considering the estimation and judgment in determining adjustments for such qualitative factors, our audit of the ACL and the related disclosures involved subjective judgments about the qualitative adjustments to the ACL.

At December 31, 2024, the key qualitative adjustments to the expected credit losses are associated with risks in the forecasted economic environment.

These factors include the risk that macroeconomic forecasts of unemployment, gross domestic product, and the BBB ratio (BBB spread to the 10-Year U.S.

Treasury rate) may prove to be more severe and/or prolonged than the baseline forecast due to a variety of considerations.

How the Critical Audit Matter Was Addressed in the Audit

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• We tested the effectiveness of Old National’s controls over the qualitative adjustments to the ACL

• We assessed the reasonableness of, and evaluated support for, key qualitative adjustments based on external market data and loan portfolio performance metrics

• We assessed the reasonableness of, and evaluated support for, key qualitative adjustments

• We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs to the qualitative adjustment estimation process, including:

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Old National Bancorp (the “Company") as of December 31, 2022, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2022 of Old National Bancorp (the “Company”) and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Crowe LLP

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Net interest income 1,530,783 1,503,153 1,327,936

Provision (release) for credit losses 58,887 144,799 ( 29,622 )

Net interest income after provision (release) for credit losses 1,444,266 1,183,137 626,022

Provision for credit losses 110,619 58,887 144,799

Net interest income after provision for credit losses 1,420,164 1,444,266 1,183,137

Noninterest Income

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Other comprehensive income (loss) — — — — ( 784,047 ) ( 784,047 )

Dividends - common stock

($ 0.56 per share)

First Midwest Bancorp, Inc.

Issuance of common stock — 129,365 2,316,947 — — 2,446,312

Issuance of preferred stock, net of

issuance costs 230,500 — 13,219 — — 243,719

Cash dividends:

Common ($ 0.56 per share)

— — — ( 163,505 ) — ( 163,505 )

Preferred ($ 61.25 per share)

— — — ( 14,118 ) — ( 14,118 )

Common stock issued — 52 757 — — 809

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Other comprehensive income (loss) — — — — 47,613 47,613

First Midwest Bancorp, Inc.

Issuance of common stock — 129,365 2,316,947 — — 2,446,312

Issuance of preferred stock, net of

issuance costs 230,500 — 13,219 — — 243,719

Cash dividends:

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Other comprehensive income (loss) — — — — ( 7,234 ) ( 7,234 )

Acquisition of CapStar Financial

Holdings, Inc.

— 24,014 393,584 — — 417,598

Cash dividends:

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Share-based compensation expense 32,283 27,910 28,656

Provision (release) for credit losses 58,887 144,799 ( 29,622 )

Provision for credit losses 110,619 58,887 144,799

Debt securities (gains) losses, net 212 6,265 88

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Payments for maturities of Federal Home Loan Bank advances ( 1,300,243 ) ( 2,250,149 ) ( 2,102,506 )

Payments for modification of Federal Home Loan Bank advances — — ( 2,156 )

Proceeds from Federal Home Loan Bank advances 1,400,000 2,700,000 2,900,000

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Old National Bancorp, the financial holding company of Old National Bank, our wholly owned banking subsidiary, is headquartered in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois.

Through Old National Bank and non-bank affiliates, Old National Bancorp provides a wide range of services to its clients throughout the Midwest region and elsewhere, including commercial and consumer loan and depository services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services.

Through Old National Bank and non-bank affiliates, Old National Bancorp provides a wide range of services to its clients throughout the Midwest and Southeast regions of the United States and elsewhere, including commercial and consumer loan and depository services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services.

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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Federal Home Loan Bank/Federal Reserve Bank Stock

Old National is a member of the FHLB system and its regional Federal Reserve Bank.

Old National is a member of the Federal Home Loan Bank (“FHLB”) system and its regional Federal Reserve Bank.

Members are required to own a certain amount of stock based on the level of borrowings and other factors.

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Old National has purchased loans, some of which have experienced more than insignificant credit deterioration since origination.

Evidence of credit deterioration was evaluated using various indicators, such as past due and nonaccrual status, as well as asset quality rating.

PCD loans are recorded at the amount paid.

Evidence of credit deterioration was evaluated using various indicators, such as past due and nonaccrual status, as well as asset quality rating (“AQR”).

Purchased credit deteriorated (“PCD”) loans are recorded at the amount paid.

An allowance for credit losses is determined using the same methodology as other loans held for investment.

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Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses.

The allowance for credit losses on loans held for investment is adjusted by a credit loss expense, which is reported in provision for credit losses, and reduced by the charge-off of loan amounts, net of recoveries within the provision for credit losses.

Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet.

The allowance for credit losses on loans held for investment and unfunded loan commitments is

adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

Accrued interest receivable is excluded from the estimate of credit losses.

Old National has made a policy election to present accrued interest receivable separately on the balance sheet.

The allowance for credit loss estimation process involves procedures to appropriately consider the unique characteristics of our loan portfolio segments.

These segments are further disaggregated into loan classes based on the level at which credit risk is monitored.

The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments.

These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored.

When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future.

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The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions.

The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components:

The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components:

first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans;

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The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance.

Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD, and prepayment assumptions as well as qualitative factors.

Expected cashflows are created using a combination of contractual payment schedules, calculated probability of default (“PD”), loss given default (“LGD”), and prepayment assumptions as well as qualitative factors.

For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon.

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Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower.

Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, and house price index.

The LGD is defined as credit loss incurred when an obligor of the bank defaults.

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However, the recoverability of goodwill and other intangible assets are tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed.

Other intangible assets, including core deposits and customer business relationships, are amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

Other intangible assets, including core deposits and customer

business relationships, are amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

Company-Owned Life Insurance

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Derivative Financial Instruments

As part of Old National’s overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, caps, and floors.

As part of Old National’s overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, and floors.

All derivative instruments are recognized on the balance sheet at their fair value.

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(2) the derivative expires, is sold, or terminated;

(3) the derivative instrument is de-designated as a hedge because the forecasted transaction is no longer probable of occurring;

(3) the derivative instrument is de-

designated as a hedge because the forecasted transaction is no longer probable of occurring;

(4) a hedged firm commitment no longer meets the definition of a firm commitment;

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A Black-Scholes model is utilized to estimate the fair value of stock options and appreciation rights, while the market price of our Common Stock at the date of grant is used for restricted stock awards.

The market price of our Common Stock at the date of grant less the

present value of dividends expected to be paid during the performance period is used for restricted stock units where the performance measure is based on an internal performance measure.

The market price of our Common Stock at the date of grant less the present value of dividends expected to be paid during the performance period is used for restricted stock units where the performance measure is based on an internal performance measure.

A third-party provider is used to value certain restricted stock units where the performance measure is based on total shareholder return.

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FDIC Special Assessment

On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the Deposit Insurance Fund (“DIF”) resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the Federal Deposit Insurance Act in connection with the receiverships of Silicon Valley Bank and Signature Bank.

On November 16, 2023, the Federal Deposit Insurance Corporation (“FDIC”) finalized a rule that imposes special assessments to recover the losses to the Deposit Insurance Fund (“DIF”) resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the Federal Deposit Insurance Act in connection with the receiverships of Silicon Valley Bank and Signature Bank.

The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion.

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The Company expects the special assessments to be tax deductible.

The total of the special assessments for Old National Bank is estimated at $19.1 million, and such amount was recorded within FDIC assessment expense in the year ending December 31, 2023.

The total of the special assessments for Old National Bank was estimated at $ 19.1 million, and such amount was recorded within FDIC assessment expense in the year ended December 31, 2023.

Old National recorded an additional $ 3.0 million within FDIC assessment expense for this special assessment in the year ended December 31, 2024.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.

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Certain of these assets qualify for the proportional amortization method and are amortized over the period that Old National expects to receive the tax credits, with the expense included within income tax expense on the consolidated statements of income.

The other investments are accounted for under the equity method, with the expense included within noninterest expense on the consolidated statements of income.

The other investments are accounted for under the equity or consolidation method, with the expense included within noninterest expense on the consolidated statements of income.

All of our tax credit investments are evaluated for impairment at the end of each reporting period.

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Finance lease right-of-use assets obtained in exchange for lease obligations 10,073 10,019 ( 966 )

There were 24.0 million shares of Common Stock issued in conjunction with the acquisition of CapStar in April of 2024 totaling $ 417.6 million in shareholders’ equity .

There were 129.4 million shares of Common Stock issued in conjunction with the merger with First Midwest in February of 2022 totaling $ 2.4 billion in shareholders’ equity .

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Revenue From Contracts With Customers

Old National’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income.

Old National’s revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) 606 is recognized within noninterest income.

A description of the Company’s significant revenue streams accounted for under ASC 606 follows:

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Old National earns fees from deposit customers for transaction-based, account maintenance, and overdraft services.

Transaction-based fees and overdraft fees are recognized at a point in time, since the customer generally has a right to cancel the depository arrangement at any time.

Transaction-based fees and overdraft fees are recognized at a point in time,

since the customer generally has a right to cancel the depository arrangement at any time.

The arrangement is considered a day-to-day contract with ongoing renewals and optional purchases, so the duration of the contract does not extend beyond the services already performed.

Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which Old National satisfies its performance obligation.

Debit card and ATM fees :

Debit card and automated teller machine (“ATM”) fees :

Debit card and ATM fees include ATM usage fees and debit card interchange income.

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Old National earns interchange fees from cardholder transactions processed through card association networks.

Interchange rates are generally set by the card associations based upon purchase

volumes and other factors.

Interchange rates are generally set by the card associations based upon purchase volumes and other factors.

Interchange fees represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

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Accounting Guidance Adopted in 2024

FASB ASC 805 – In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities From Contracts With Customers , to address diversity in practice and inconsistency related to the accounting for revenue contracts with customers acquired in a business combination.

The amendments require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The ASU also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and liabilities.

The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.

Entities should apply the amendments prospectively to business combinations that occur after the effective date.

The adoption of this guidance on January 1, 2023 did not have a material impact on the consolidated financial statements.

FASB ASC 815 – In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging—Portfolio Layer Method , to expand the current single-layer method of electing hedge accounting to allow multiple hedged layers of a single closed portfolio under the method and rename the last-of-layer method the portfolio layer method.

The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.

The adoption of this guidance on January 1, 2023 did not have a material impact on the consolidated financial statements.

FASB ASC 326 – In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures , to eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan.

The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

The amendments require that an entity disclose current-period gross charge-offs by year of origination for financing receivables and net investment in leases within the vintage disclosures required by ASC 326.

Financial Accounting Standards Board (“FASB”) ASC 820 – In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The adoption of the provision in ASU 2022-02 related to the recognition and measurement of TDRs on a prospective basis on January 1, 2023 did not have a material impact on the consolidated financial statements.

The adoption of this guidance on January 1, 2024 did not have a material impact on the consolidated financial statements.

FASB ASC 323 – In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The adoption of this guidance on a modified retrospective basis on January 1, 2024 did not have a material impact on the consolidated financial statements.

FASB ASC 848 – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from LIBOR or other interbank offered rate on financial reporting.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from London Interbank Offered Rate (“LIBOR”) or other interbank offered rate on financial reporting.

The guidance is applicable only to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued.

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The amendments in this ASU are effective March 12, 2020 through December 31, 2024.

As of December 31, 2023, substantially all of the Company’s LIBOR exposure was remediated and remaining LIBOR-based contracts are expected to transition to alternate reference rates at their next index reset dates.

Old National believes the adoption of this guidance on activities subsequent to December 31, 2023 will not have a material impact on the consolidated financial statements.

Accounting Guidance Pending Adoption

FASB ASC 820 – In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

The amendments in this update are effective for fiscal years beginning after

December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted.

Old National does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

FASB ASC 323 – In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323):

This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted for all entities in any interim period.

Old National does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

As of December 31, 2024, all of the Company’s LIBOR exposure was remediated.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

FASB ASC 280 – In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

Accounting Guidance Pending Adoption

FASB ASC 740 – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption is permitted.

Old National is currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

Old National does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

FASB ASC 220 – In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This ASU requires public companies to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period.

Specifically, public companies will be required to disclose the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption.

Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required under current U.S.

generally accepted accounting principles (“GAAP”).

Further, an entity must disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

In addition, an entity must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 470 – In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments .

This ASU clarifies requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

NOTE 2 – MERGER, ACQUISITION, AND DIVESTITURE ACTIVITY

CapStar Financial Holdings, Inc.

On April 1, 2024, Old National completed its acquisition of CapStar Financial Holdings, Inc.

(“CapStar”) and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction.

This partnership strengthens Old National’s Nashville, Tennessee presence and adds several new high-growth markets.

The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting.

The following table presents the preliminary valuation of the assets acquired and liabilities assumed and the fair value of consideration as of the merger date:

(dollars and shares in thousands) April 1,

Cash and cash equivalents $ 177,791

Investment securities 342,490

FHLB/Federal Reserve Bank stock 14,426

Loans held-for-sale 21,159

Loans, net of allowance for credit losses 2,120,627

Premises and equipment 22,481

Goodwill 176,535

Other intangible assets 46,125

Company-owned life insurance 91,475

Other assets 95,922

Total assets $ 3,109,031

Deposits $ 2,560,124

FHLB advances 75,000

Other borrowings 30,000

Accrued expenses and other liabilities 26,309

Total liabilities $ 2,691,433

Fair value of consideration

Common stock ( 24,014 shares issued at $ 17.41 per share)

Total consideration $ 417,598

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles.

The estimated fair value of the core deposit intangible was $ 46.1 million and is being amortized over an estimated useful life of 10 years.

The fair value of PCD assets was $ 610.7 million on the date of merger.

The gross contractual amounts receivable relating to the PCD assets was $ 679.3 million.

Old National estimates, on the date of the merger, that $ 26.7 million of the contractual cash flows specific to the PCD assets will not be collected.

Transaction and integration costs associated with the CapStar merger have been expensed in 2024 totaling $ 26.3 million and additional transaction and integration costs will be expensed in future periods as incurred.

First Midwest Bancorp, Inc.

On February 15, 2022, Old National completed its previously announced merger of equals transaction with First Midwest pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock transaction.

On February 15, 2022, Old National completed its merger of equals transaction with First Midwest Bancorp, Inc.

(“First Midwest”) pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock transaction.

The combined organization has a presence in additional Midwestern markets, strong commercial banking capabilities, a robust retail footprint, a significant wealth management platform, and an enhanced ability to attract talent.

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Securities sold under agreements to repurchase 135,194

Federal Home Loan Bank advances 1,158,623

FHLB advances 1,158,623

Other borrowings 274,569

5 unchanged sentences

Total consideration $ 2,690,182

Transaction and integrations costs totaling $ 28.7 million associated with the merger have been expensed in 2023, compared to $ 120.9 million of merger-related costs, $ 11.0 million of provision for credit losses on unfunded commitments, and $ 96.3 million of provision for credit losses on non-PCD loans acquired in the transaction in 2022.

Additional transaction and integration costs will be expensed in future periods as incurred.

Transaction and integrations costs totaling $ 8.5 million primarily associated with the merger have been expensed in 2024, compared to $ 28.7 million in 2023, and $ 120.9 million in 2022.

As a result of the merger, Old National assumed sponsorship of First Midwest’s defined benefit pension plan (the “Pension Plan”) under which both plan participation and benefit accruals had been previously frozen.

The Pension Plan was terminated in November 2022, which included the settlement of benefit obligations associated with the Pension Plan.

At December 31, 2023, there were no remaining Pension Plan assets.

The fair value of Pension Plan assets was $ 16.6 million at December 31, 2022.

At December 31, 2024 and December 31, 2023, there were no remaining Pension Plan assets.

Pension costs were not material in 2024 or 2023.

Pending Acquisition

CapStar Financial Holdings, Inc.

On October 26, 2023, Old National announced that it entered into a definitive merger agreement pursuant to which Old National will acquire CapStar Financial Holdings, Inc.

(“CapStar”) and its wholly-owned subsidiary, CapStar Bank, in an all-stock transaction.

This partnership transaction will strengthen Old National’s recently formed Nashville presence and add several new high-growth markets.

As of September 30, 2023, CapStar had approximately $ 3.3 billion of total assets, $ 2.3 billion of total loans, and $ 2.8 billion of deposits.

Under the terms of the merger agreement, each outstanding share of CapStar common stock will be converted into the right to receive 1.155 shares of Old National common stock, valuing the transaction at approximately $ 344.4 million, or $ 16.64 per share, based on Old National’s 30-day volume weighted average closing stock price ending October 25, 2023, the day prior to execution of the merger agreement.

Bremer Financial Corporation

On November 25, 2024, Old National entered into a definitive agreement and plan of merger pursuant to which Old National will acquire Bremer Financial Corporation (“Bremer”) and its wholly owned subsidiary, Bremer Bank, National Association.

As of December 31, 2024, Bremer had $ 16.5 billion in total assets, $ 11.8 billion in total loans, and $ 13.2 billion in deposits.

Under the terms of the definitive merger agreement, each outstanding share of Bremer common stock will be converted into the right to receive 4.182 shares of Old National common stock plus $ 26.22 in cash, valuing the transaction at approximately $ 1.4 billion, or $ 116.76 per share, based on Old National’s closing stock price on November 22, 2024.

The transaction value is likely to change until closing due to fluctuations in the price of Old National common stock.

The definitive merger agreement has been approved by the

Board of Directors of each company.

The transaction is anticipated to close in the second quarter of 2024 subject to the approval of CapStar shareholders.

The definitive merger agreement has been unanimously approved by the Boards of Directors of Bremer and Old National.

The transaction is subject to customary closing conditions and regulatory approvals, including the approval of Bremer shareholders.

The transaction is anticipated to close in the middle of 2025.

In addition, on November 25, 2024, Old National announced that it entered into a forward sale agreement with Citibank, N.A.

(the “Forward Purchaser”) to issue 19,047,619 shares of Old National common stock for an aggregate offering amount of $ 400.0 million and entered into an underwriting agreement with Citigroup Global Markets Inc., as representative for the underwriters named therein (collectively, the “Underwriters”), the Forward Purchaser, and Citigroup Global Markets Inc., as forward seller (the “Forward Seller”).

The Underwriters were also granted a 30-day option to purchase up to an additional 2,857,143 shares of Old National common stock.

On November 25, 2024, the Underwriters exercised this option in full, upon which Old National entered into an additional forward sale agreement to issue 2,857,143 shares of Old National common stock.

The Company did not initially receive any proceeds from the sale of the Company’s common stock sold by the Forward Seller to the Underwriters.

Old National expects to physically settle the forward sale agreements (by the delivery of shares of Old National common stock) and receive proceeds from the sale of those shares of Old National common stock upon one or more forward settlement dates within approximately 12 months from the date of the forward sale agreements at the then applicable forward sale price.

The forward sale agreements are classified as equity instruments under ASC 815-40 Contracts in Entity’s Own Equity.

Transaction costs totaling $ 2.5 million associated with the merger have been expensed in 2024 and additional transaction and integration costs will be expensed in future periods as incurred.

On November 18, 2022, Old National sold its business of acting as a qualified custodian for, and administering, health savings accounts.

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During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint.

These actions resulted in pre-tax charges of $ 26.8 million that are associated with valuation adjustments related to these locations and were recorded in noninterest expense.

These actions resulted in pre-tax charges associated with valuation adjustments related to these locations totaling $ 26.8 million and $ 1.6 million for the years ended December 31, 2022 and 2023, respectively, and were recorded in noninterest expense.

NOTE 3 – INVESTMENT SECURITIES

The following table summarizes the amortized cost and fair value of the available-for-sale and held-to-maturity investment securities portfolios and the corresponding amounts of gross unrealized gains, unrealized losses, and basis adjustments in AOCI and gross unrecognized gains and losses.

The following table summarizes the amortized cost and fair value of the available-for-sale portfolio and the corresponding amounts of gross unrealized gains, unrealized losses, and basis adjustments in accumulated other comprehensive income (loss) (“AOCI”).

(dollars in thousands) Amortized

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Total available-for-sale securities $ 8,480,508 $ 6,987 $ ( 897,516 ) $ ( 131,520 ) $ 7,458,459

Held-to-Maturity

government-sponsored entities and agencies $ 825,953 $ — $ ( 154,827 ) $ — $ 671,126

Mortgage-backed securities - Agency 1,029,131 — ( 147,137 ) — 881,994

States and political subdivisions 1,158,559 1,800 ( 112,141 ) — 1,048,218

Allowance for securities held-to-maturity ( 150 ) — — — ( 150 )

Total held-to-maturity securities $ 3,013,493 $ 1,800 $ ( 414,105 ) $ — $ 2,601,188

December 31, 2023

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Total available-for-sale securities $ 7,684,889 $ 4,607 $ ( 874,143 ) $ ( 102,298 ) $ 6,713,055

(1) Basis adjustments represent the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities assets designated in fair value hedging arrangements.

See Note 19 to the consolidated financial statements for additional information regarding these derivative financial instruments.

The following table summarizes the amortized cost and fair value of the held-to-maturity investment securities portfolio and the corresponding amounts of gross unrecognized gains and losses.

(dollars in thousands) Amortized

Cost Unrecognized

Gains Unrecognized

December 31, 2024

Held-to-Maturity

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Total held-to-maturity securities $ 2,954,881 $ 317 $ ( 484,060 ) $ 2,471,138

(1) Basis adjustments represent the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities assets designated in fair value hedging arrangements.

See Note 19 to the consolidated financial statements for additional information regarding these derivative financial instruments.

December 31, 2023

Held-to-Maturity

government-sponsored entities and agencies $ 825,953 $ — $ ( 154,827 ) $ 671,126

Mortgage-backed securities - Agency 1,029,131 — ( 147,137 ) 881,994

States and political subdivisions 1,158,559 1,800 ( 112,141 ) 1,048,218

Allowance for securities held-to-maturity ( 150 ) — — ( 150 )

Total held-to-maturity securities $ 3,013,493 $ 1,800 $ ( 414,105 ) $ 2,601,188

Substantially all of the mortgage-backed securities in the investment portfolio are residential mortgage-backed securities.

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Investment securities pledged to secure public and other funds had a carrying value of $ 7.4 billion at December 31, 2024 and $ 8.4 billion at December 31, 2023.

At December 31, 2023, Old National had a concentration of investment securities issued by Indiana and its political subdivisions.

The only aggregate market value of the Company’s investment securities greater than 10% of shareholders’ equity were issued by Indiana and its political subdivisions totaling $ 600.9 million, which represented 10.8 % of shareholders’ equity.

Of the bonds issued by Indiana, 99.6 % are rated “BBB+” or better, and the remaining 0.4 % generally represent pre-refunded positions.

Excluding securities issued or backed by the U.S.

government and its agencies and U.S.

government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of stockholder’s equity as of December 31, 2024.

At December 31, 2023, the only aggregate market value of the Company’s investment securities greater than 10% of shareholders’ equity were issued by Indiana and its political subdivisions totaling $ 600.9 million, which represented 10.8 % of shareholders’ equity.

Of the bonds issued by Indiana, 99.6 % were rated “BBB+” or better, and the remaining 0.4 % generally represented pre-refunded positions.

The table below shows the amortized cost and fair value of the investment securities portfolio by contractual maturity.

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Old National’s equity securities with readily determinable fair values totaled $ 92.0 million at December 31, 2024 and $ 80.4 million at December 31, 2023.

There were gains on equity securities of $ 21.5 million during 2023, losses on equity securities of $ 4.9 million during 2022, and gains on equity securities of $ 0.2 million during 2021.

There were gains on equity securities of $ 0.9 million during 2024, gains on equity securities of $ 21.5 million during 2023, and losses on equity securities of $ 4.9 million during 2022 recorded in noninterest income.

Alternative Investments

Old National has alternative investments without readily determinable fair values that are included in other assets totaling $ 449.3 million at December 31, 2023, consisting of $ 252.2 million of illiquid investments of partnerships, limited liability companies, and other ownership interests that support affordable housing and $ 197.1 million of economic development and community revitalization initiatives in low-to-moderate income neighborhoods.

These alternative investments totaled $ 396.8 million at December 31, 2022.

Old National has alternative investments without readily determinable fair values that are included in other assets totaling $ 609.2 million at December 31, 2024 and $ 449.3 million at December 31, 2023.

These investments consisted of $ 318.5 million of illiquid investments of partnerships, limited liability companies, and other ownership interests that support affordable housing and $ 290.7 million of economic development and community revitalization initiatives in low-to-moderate income neighborhoods, compared to $ 252.2 million and $ 197.1 million for the same investment types, respectively, at December 31, 2023.

There were no impairments or adjustments on equity securities without readily determinable fair values, except for amortization of tax credit investments during 2024, 2023, and 2022.

See Note 9 to the consolidated financial statements for detail regarding these investments.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Old National’s loans consist primarily of loans made to consumers and commercial clients in many diverse industries, including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others.

Most of Old National’s lending activity occurs within our principal geographic markets in the Midwest region.

Most of Old National’s lending activity occurs within our principal geographic markets in the Midwest and Southeast regions of the United States.

Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size.

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The loan participations convey proportionate ownership rights with equal priority to each participating interest holder;

involve no recourse (other than ordinary representations and warranties) to, or subordination by, any participating interest holder;

all cash flows are divided

among the participating interest holders in proportion to each holder’s share of ownership;

involve no recourse (other than ordinary

representations and warranties) to, or subordination by, any participating interest holder;

all cash flows are divided among the participating interest holders in proportion to each holder’s share of ownership;

and no holder has the right to pledge the entire financial asset unless all participating interest holders agree.

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The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures.

The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans.

The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, business banking credit center (“BBCC”), residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans.

The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments.

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Commercial Real Estate

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.

Commercial real estate loans are classified primarily as cash flow loans and secondarily as loans secured by real estate.

Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.

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These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

At 244 %, Old National Bank’s applicable investor commercial real estate loans as a percentage of its risk-based capital remained below the regulatory guideline limit of 300 % at December 31, 2023.

At 237 %, Old National Bank’s applicable investor commercial real estate loans as a percentage of its Tier 1 capital plus the allowance for credit losses attributable to loans and leases remained below the regulatory guideline limit of 300 % at December 31, 2024.

BBCC loans are typically granted to small businesses with gross revenues of less than $5 million and aggregate debt of less than $1 million.

Old National has established minimum debt service coverage ratios, minimum FICO scores for owners and guarantors, and the ability to show relatively stable earnings as criteria to help mitigate risk.

Old National has established minimum debt service coverage ratios, minimum Fair Isaac Corporation (“FICO”) scores for owners and guarantors, and the ability to show relatively stable earnings as criteria to help mitigate risk.

Repayment of these loans depends on the personal income of the borrowers and the cash flows of the business.

These factors can be affected by factors such as changes in economic conditions and unemployment levels.

These factors can be affected by such changes as economic conditions and unemployment levels.

With respect to residential loans that are secured by 1 - 4 family residences and are generally owner occupied, Old National typically establishes a maximum loan-to-value ratio and generally requires private mortgage insurance if that ratio is exceeded.

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In addition to the quantitative inputs, several qualitative factors are considered.

These factors include the risk that unemployment, gross domestic product, housing product index, and the BBB ratio prove to be more severe and/or prolonged than our baseline forecast due to a variety of factors including monetary actions to control inflation, recent instability in the banking sector, global military conflicts, and global supply chain issues.

These factors include the risk that macroeconomic forecasts of unemployment, gross domestic product, home price index, and the BBB ratio may prove to be more severe and/or prolonged than our baseline forecast due to a variety of considerations.

Old National’s activity in the allowance for credit losses on loans by portfolio segment was as follows:

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Total $ 107,341 $ 89,089 $ ( 27,281 ) $ 11,182 $ 123,340 $ 303,671

The allowance for credit losses on loans at December 31, 2024 included $ 26.7 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the CapStar acquisition date.

In addition, the provision for credit losses on loans in the year ended December 31, 2024 included $ 15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction.

Accrued interest receivable on loans is excluded from the estimate of credit losses and totaled $ 171.6 million at December 31, 2024 and $ 169.8 million at December 31, 2023.

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Credit Quality

Old National’s management monitors the credit quality of its loans on an ongoing basis with the AQR for commercial loans reviewed annually or at renewal and the performance of its residential and consumer loans based upon the accrual status refreshed at least quarterly.

Old National’s management monitors the credit quality of its loans on an ongoing basis with the AQR for commercial, commercial real estate, and BBCC loans reviewed annually or at renewal and the performance of its residential and consumer loans based upon the accrual status refreshed at least quarterly.

Internally, management assigns an AQR to each non-homogeneous commercial, commercial real estate, and BBCC loan in the portfolio.

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Old National uses the following definitions for risk ratings:

Special mention loans that have a potential weakness that deserves management’s close attention.

Special Mention .

Loans categorized as special mention have a potential weakness that deserves management’s close attention.

If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

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Loans classified as doubtful have all the weaknesses inherent in those classified as nonaccrual, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Pass rated loans are those loans that are other than criticized, classified – substandard, classified – nonaccrual, or classified – doubtful.

Pass rated loans are those loans that are other than special mention, classified – substandard, classified – nonaccrual, or classified – doubtful.

The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real estate, and BBCC loans by loan portfolio segment, class of loan, and origination year:

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Pass $ 1,852,046 $ 1,267,721 $ 1,145,488 $ 699,429 $ 450,332 $ 624,522 $ 2,577,941 $ 593,232 $ 9,210,711

Criticized 20,038 90,031 19,953 36,906 25,756 47,357 89,765 44,348 374,154

Special Mention 46,935 102,372 32,250 40,221 21,538 20,535 80,625 28,978 373,454

Substandard 27,139 49,340 77,835 35,036 19,307 25,503 78,210 40,217 352,587

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Pass $ 2,196,306 $ 2,555,236 $ 3,825,305 $ 2,065,037 $ 1,362,703 $ 1,641,611 $ 122,708 $ 891,682 $ 14,660,588

Criticized 69,648 69,946 68,708 27,059 52,107 95,896 3,893 64,730 451,987

Special Mention 72,020 31,203 158,254 48,524 37,693 64,357 — 111,900 523,951

Substandard 47,079 55,923 249,269 102,913 39,466 142,110 996 76,897 714,653

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Pass $ 79,760 $ 78,420 $ 55,687 $ 33,857 $ 30,215 $ 22,797 $ 67,668 $ 16,265 $ 384,669

Criticized — — 857 700 1,001 349 2,144 12,728 17,779

Special Mention 1,579 1,067 807 917 21 224 3,582 3,028 11,225

Substandard 468 976 56 136 598 308 755 2,876 6,173

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Pass $ 1,826,289 $ 1,573,669 $ 985,964 $ 520,883 $ 450,911 $ 495,979 $ 2,051,985 $ 651,953 $ 8,557,633

Criticized 40,856 30,661 63,557 33,490 9,195 5,312 61,036 4,327 248,434

Special Mention 20,038 90,031 19,953 36,906 25,756 47,357 89,765 44,348 374,154

Substandard 27,271 41,164 27,990 37,618 10,461 29,981 72,703 56,716 303,904

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Pass $ 2,177,841 $ 3,515,702 $ 2,563,638 $ 1,576,044 $ 1,010,351 $ 1,161,119 $ 103,332 $ 960,386 $ 13,068,413

Criticized 75,306 34,422 22,569 82,637 86,504 56,864 — 23,282 381,584

Special Mention 69,648 69,946 68,708 27,059 52,107 95,896 3,893 64,730 451,987

Substandard 26,638 56,423 21,401 28,983 61,186 49,558 — 48,760 292,949

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Pass $ 81,102 $ 64,583 $ 44,307 $ 38,086 $ 27,557 $ 19,028 $ 68,807 $ 33,361 $ 376,831

Criticized 1,504 525 368 692 353 — 1,006 1,603 6,051

Special Mention — — 857 700 1,001 349 2,144 12,728 17,779

Substandard 436 193 252 — — 604 15 1,006 2,506

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Total gross charge-offs $ 3,667 $ 17,871 $ 15,857 $ 11,184 $ 5,052 $ 14,405 $ 3,268 $ 71,304

Origination Year

2023 2022 2021 2020 2019 Prior Revolving Total

Year Ended December 31, 2023

Commercial $ — $ 6,475 $ 24,022 $ 120 $ 7,245 $ 2,880 $ 709 $ 41,451

Commercial real estate — 54 2,808 2,144 — 6,192 — 11,198

BBCC 670 548 362 70 — — — 1,650

Residential real estate — — — — — 256 — 256

Indirect 271 1,447 787 159 152 132 — 2,948

Direct 173 1,899 2,367 746 1,207 543 3,582 10,517

Home equity — — — 35 — 408 — 443

Total gross charge-offs $ 1,114 $ 10,423 $ 30,346 $ 3,274 $ 8,604 $ 10,411 $ 4,291 $ 68,463

Nonaccrual and Past Due Loans

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Occasionally, Old National modifies loans to borrowers experiencing financial difficulty in the form of principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction (or a combination thereof).

When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses on loans.

The following table presents the amortized cost basis of financial difficulty modifications at December 31, 2023 that were modified during the year ended December 31, 2023 by class of loans and type of modification:

When principal forgiveness is provided, the amount forgiven is charged-off against the allowance for credit losses on loans.

The following table presents the amortized cost basis of financial difficulty modifications that were modified by class of loans and type of modification:

(dollars in thousands) Term

Extension Total

Extension Payment

Year Ended December 31, 2024

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Total $ 195,313 $ 7,303 0.5 %

Year Ended December 31, 2023

Commercial $ 21,631 $ — 0.2 %

Commercial real estate 121,529 — 0.9 %

Total $ 143,160 $ — 0.4 %

Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts.

The following table presents the performance of loans identified as financial difficulty modifications at December 31, 2023:

The following table presents the performance of financial difficulty modifications in the twelve months following modification:

(dollars in thousands) 30-59 Days

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Total $ 3,804 $ 3,093 $ 8,820 $ 15,717 $ 186,899 $ 202,616

The following table summarizes the nature of the financial difficulty modifications during the year ended December 31, 2023 by class of loans:

(dollars in thousands) Weighted-

Term Extension

December 31, 2023

Commercial $ — $ — $ — $ — $ 21,631 $ 21,631

Commercial real estate $ 5,287 $ — $ — $ 5,287 $ 116,242 $ 121,529

Total $ 5,287 $ — $ — $ 5,287 $ 137,873 $ 143,160

The following table summarizes the nature of the financial difficulty modifications by class of loans:

(in months) Weighted-

Year Ended December 31, 2024

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Commercial real estate 7.2 7.0

Total 7.2 6.4

Year Ended December 31, 2023

Commercial 6.1 —

Commercial real estate 8.6 —

There were payment defaults on $ 8.8 million of loans during the year ended December 31, 2024 to borrowers whose loans were modified due to financial difficulties within the previous twelve months.

The payment defaults did not materially impact the allowance for credit losses on loans.

There were no material payment defaults on these loans subsequent to their modifications during the year ended December 31, 2023.

At December 31, 2024, Old National had no t committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties.

Purchased Credit Deteriorated Loans

Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.

The carrying amount of those loans is as follows:

(dollars in thousands) CapStar (1)

Purchase price of loans at acquisition $ 610,691

Allowance for credit losses at acquisition 26,725

Non-credit discount at acquisition 41,886

Par value of acquired loans at acquisition $ 679,302

(1) Old National acquired CapStar effective April 1, 2024.

NOTE 5 – PREMISES AND EQUIPMENT

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Balance at end of period $ 2,175,251 $ 1,998,716 $ 1,998,716

During 2024, Old National recorded $ 176.5 million of goodwill associated with the acquisition of CapStar.

During 2022, Old National recorded $ 961.7 million of goodwill associated with the First Midwest merger.

See Note 2 to the consolidated financial statements for additional detail regarding this transaction.

See Note 2 to the consolidated financial statements for additional detail regarding these transactions.

Old National performed the required annual goodwill impairment test as of August 31, 2024 and there was no impairment.

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Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

During 2024, Old National recorded $ 46.1 million of core deposit intangibles associated with the acquisition of CapStar.

During 2022, Old National recorded $ 77.9 million of core deposit intangibles and $ 39.7 million of customer trust relationships intangible associated with the First Midwest merger.

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Loans serviced for others are not reported as assets.

The principal balance of mortgage loans serviced for others totaled $ 4.3 billion at both December 31, 2023 and December 31, 2022.

Custodial escrow balances maintained in connection with serviced loans totaled $ 27.0 million at both December 31, 2023 and December 31, 2022.

The principal balance of mortgage loans serviced for others totaled $ 4.6 billion at December 31, 2024 and $ 4.3 billion at December 31, 2023.

Custodial escrow balances maintained in connection with serviced loans totaled $ 29.8 million at December 31, 2024 and $ 27.0 million at December 31, 2023.

The following table summarizes the carrying values and activity related to loan servicing rights and the related valuation allowance:

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Loan servicing rights, net $ 40,936 $ 35,789 $ 37,267

(1) Additions in 2024 included loan servicing rights of $ 2.7 million acquired in the CapStar transaction on April 1, 2024.

Additions in 2022 included loan servicing rights of $ 7.7 million acquired in the First Midwest merger on February 15, 2022.

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(dollars in thousands) December 31, 2024 December 31, 2023

Investment Accounting Method Investment Unfunded Commitment (1) Investment Unfunded Commitment

LIHTC Proportional amortization $ 114,991 $ 75,981 $ 84,428 $ 55,754

FHTC Equity 34,220 27,421 19,316 9,588

NMTC Consolidation 47,727 — 51,912 —

Investment Accounting Method Investment Unfunded

Commitment (1)

Investment Unfunded Commitment

Low Income Housing Tax Credit (“LIHTC”) Proportional amortization $ 199,350 $ 115,345 $ 114,991 $ 75,981

Federal Historic Tax Credit (“FHTC”) Proportional amortization (2)

30,835 24,869 34,220 27,421

New Markets Tax Credit (“NMTC”) Consolidation 60,462 — 47,727 —

Renewable Energy Equity 4 — 201 —

1 unchanged sentence

(1) All commitments will be paid by Old National by December 31, 2035.

(2) Old National’s FHTC investments were previously accounted for under the Equity method of accounting prior to the adoption of ASU 2023-02 on January 1, 2024.

The following table summarizes the amortization expense and tax benefit recognized for Old National’s qualified affordable housing projects and other tax credit investments:

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Total $ 15,935 $ ( 19,065 )

(1) The amortization expense for the LIHTC investments is included in our income tax expense.

The amortization expense for the FHTC, NMTC, and Renewable Energy tax credits is included in noninterest expense.

(1) The amortization expense for the LIHTC and FHTC investments is included in our income tax expense .

Prior to the adoption of ASU 2023-02 on January 1, 2024, FHTC amortization expense was included in noninterest expense.

NMTC amortization is recognized in noninterest expense in correlation to the recognition of tax credits on our tax return.

Amortization expense for the Renewable Energy tax credits is included in noninterest expense.

(2) All of the tax benefits recognized are included in our income tax expense .

The tax benefit recognized for the FHTC, NMTC, and Renewable Energy investments primarily reflects the tax credits generated from the investments and excludes the net tax expense (benefit) and deferred tax liability of the investments’ income (loss).

The tax benefit recognized for the NMTC and Renewable Energy investments primarily reflects the tax credits generated from the investments and excludes the net tax expense (benefit) and deferred tax liability of the investments’ income (loss).

NOTE 10 – DEPOSITS

3 unchanged sentences

Total $ 6,755,739

The aggregate amount of time deposits in denominations that met or exceeded the FDIC insurance limit of $250,000 totaled $ 1.5 billion at December 31, 2023 and $ 793.4 million at December 31, 2022.

The aggregate amount of time deposits in denominations that met or exceeded the FDIC insurance limit of $250,000 totaled $ 2.0 billion at December 31, 2024 and $ 1.5 billion at December 31, 2023.

NOTE 11 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

19 unchanged sentences

Total $ 268,975 $ — $ — $ — $ 268,975

The fair value of securities pledged to secure repurchase agreements may decline.

Old National has pledged securities valued at 115 % of the gross outstanding balance of repurchase agreements at December 31, 2023 to manage this risk.

NOTE 12 – FEDERAL HOME LOAN BANK ADVANCES

3 unchanged sentences

variable rates 4.33 % to 4.55 %) maturing

January 2024 to December 2043

January 2025 to March 2044

$ 4,475,285 $ 4,300,528

14 unchanged sentences

Old National Bancorp:

Senior unsecured notes (fixed rate 4.125 %) maturing August 2024

$ 175,000 $ 175,000

Unamortized debt issuance costs related to senior unsecured notes ( 91 ) ( 247 )

Subordinated debentures (fixed rate 5.88 %) maturing September 2026

$ 150,000 $ 150,000

Junior subordinated debentures (rates of 6.95 % to 9.22 %) maturing

July 2031 to September 2037

Subordinated debentures (fixed rate 5.25 %) maturing June 2030

Junior subordinated debentures (rates of 6.02 % to 8.43 %)

maturing July 2031 to September 2037

136,643 136,643

Senior unsecured notes (fixed rate 4.13 %) matured August 2024

Unamortized debt issuance costs related to senior unsecured notes — ( 91 )

Other basis adjustments 13,049 18,207

1 unchanged sentence

Finance lease liabilities 24,822 20,955

Subordinated debentures (3-month SOFR plus 4.618 %;

variable rate 10.01 %)

maturing October 2025

Subordinated debentures (3-month Secured Overnight Financing Rate (“SOFR”)

variable rate 9.21 %) maturing October 2025

12,000 12,000

11 unchanged sentences

Junior Subordinated Debentures

Junior subordinated debentures related to trust preferred securities are classified in “other borrowings.” Junior subordinated debentures qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.

Junior subordinated debentures related to trust preferred securities are classified in “other borrowings” and qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.

Through various mergers and acquisitions, Old National assumed junior subordinated debenture obligations related to various trusts that issued trust preferred securities.

Old National guarantees the payment of distributions on the

trust preferred securities issued by the trusts.

Old National guarantees the payment of distributions on the trust preferred securities issued by the trusts.

Proceeds from the issuance of each of these securities were used to purchase junior subordinated debentures with the same financial terms as the securities issued by the trusts.

131 unchanged sentences

Operating lease liabilities 57,495 57,996

Unrealized losses on held-to-maturity investment securities 32,150 36,197

Acquired loans 49,093 32,011

Benefit plan accruals 40,089 31,679

Purchase accounting 22,473 20,063

Unrealized losses on held-to-maturity investment securities 27,664 32,150

Net operating loss carryforwards 19,601 21,004

Purchase accounting 10,062 22,473

FDIC deductible premiums 3,766 4,891

Unrealized losses on hedges — 10,277

Other, net 6,658 4,860

5 unchanged sentences

Prepaid expenses ( 3,982 ) ( 3,856 )

Tax credit investments and other partnerships ( 2,310 ) ( 785 )

Unrealized gains on hedges ( 1,505 ) ( 3,202 )

8 unchanged sentences

This federal net operating loss was acquired from the acquisition of Anchor BanCorp Wisconsin Inc.

in 2016 and First Midwest in 2022.

in 2016, First Midwest in 2022, and CapStar in 2024.

If not used, the federal net operating loss carryforwards will begin expiring in 2032 and later.

24 unchanged sentences

At December 31, 2024, 4.9 million shares were available for issuance.

The granting of awards to key employees is typically in the form of restricted stock awards or units.

The granting of awards to key employees is typically in the form of restricted stock or performance share awards or units.

We believe that such awards better align the interests of our employees with those of our shareholders.

2 unchanged sentences

Restricted Stock Awards

Restricted stock awards require certain service requirements and shares generally vest, depending on the award terms, annually over a three-year period, cliff vest in three years from the grant date, or vest 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

Restricted stock awards require certain continued service requirements to be met and shares generally vest, depending on the award terms, annually over a three-year period, at the end of a one-year period, cliff vest in three years from the grant date, or vest 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

Compensation expense is recognized on a straight-line basis over the vesting period.

12 unchanged sentences

The total fair value of the shares vested was $ 16.6 million in 2024, $ 15.1 million in 2023, and $ 7.9 million in 2022.

Performance-Based Restricted Stock Units

Restricted stock units require certain performance goals to be achieved and shares vest at the end of a 36 month period based on the achievement of certain targets.

Performance Shares or Units

Performance shares or units require certain performance goals to be achieved and shares are earned and vest at the end of a 36 month period based on the achievement of certain targets.

Compensation expense is recognized on a straight-line basis over the performance period of the award.

26 unchanged sentences

Compensation paid to Old National’s non-employee directors includes a stock component.

Compensation shares are earned annually.

Shares issued as part of director compensation are granted annually.

Any shares awarded to directors are anticipated to be issued from the ICP.

5 unchanged sentences

In addition to matching contributions, Old National may make discretionary contributions to the 401(k) Plan in the form of Old National stock or cash.

There were no designated discretionary profit sharing contributions in 2023, 2022, or 2021.

In 2024, Old National made a discretionary employer cash contribution of 4 % of participants’ eligible 2023 compensation.

There were no designated discretionary

contributions in 2023 or 2022.

All contributions vest immediately, and plan participants may elect to redirect funds among any of the investment options provided under the 401( k) Plan.

The number of Old National shares in the 401(k) Plan were 0.9 million at December 31, 2024 and 1.1 million at December 31, 2023.

All shares owned through the 401(k)

Plan are included in the calculation of weighted-average shares outstanding for purposes of calculating diluted and basic earnings per share.

All shares owned through the 401(k) Plan are included in the calculation of weighted-average shares outstanding for purposes of calculating diluted and basic earnings per share.

Contribution expense under the 401(k) Plan was $ 34.8 million in 2024, $ 20.3 million in 2023, and $ 17.9 million in 2022.

2 unchanged sentences

Old National has a stock purchase and dividend reinvestment plan under which common shares issued may be either repurchased shares or authorized and previously unissued shares.

A new plan became effective on August 12, 2021, with total authorized and unissued common shares reserved for issuance of 3.3 million.

At December 31, 2023, 3.3 million authorized and unissued common shares were available for issuance under the plan.

A new plan became effective on August 13, 2024, with total authorized and unissued shares of common stock reserved for issuance of 3.0 million.

At December 31, 2024, 3.0 million authorized and unissued shares of common stock were available for issuance under the plan.

Employee Stock Purchase Plan

6 unchanged sentences

In the first quarter of 2024, the Board of Directors approved a stock repurchase program that authorized the Company to repurchase up to $ 200 million of the Company’s outstanding shares of Common Stock, as conditions warrant, through February 28, 2025.

During 2023, 1.8 million common shares were repurchased under the plan, which reduced equity by $ 29.5 million.

During 2024, no common shares were repurchased under the plan.

On February 19, 2025, the Board of Directors approved a new stock repurchase program, under which the Company is authorized to repurchase up to $ 200 million of its outstanding common stock through February 28, 2026.

20 unchanged sentences

Diluted Net Income Per Common Share $ 1.68 $ 1.94 $ 1.50

(1) Old National had potentially dilutive shares from forward sale contracts for the year ended December 31, 2024 that were determined to be antidilutive and have been excluded from the calculation of diluted net income per share.

NOTE 18 – FAIR VALUE

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Commercial real estate 975 — — 975

Residential 244 — — 244

Commercial and commercial real estate loans that are deemed collateral dependent are valued using the discounted cash flows.

2 unchanged sentences

Old National recorded provision expense associated with commercial and commercial real estate loans that were deemed collateral dependent totaling $ 49.0 million in 2024.

Other real estate owned and other repossessed property is measured at fair value less costs to sell on a non-recurring basis.

Old National did not have any other real estate owned or repossessed property measured at fair value on a non-recurring basis at December 31, 2023.

Other real estate owned and other repossessed property is measured at fair value less costs to sell on a non-recurring basis and had a net carrying amount of $ 1.2 million at December 31, 2024.

There were write-downs of other real estate owned of $ 0.5 million in 2024.

10 unchanged sentences

Commercial real estate loans 95,457 — — 95,457

Foreclosed Assets:

Commercial real estate 1,669 — — 1,669

At December 31, 2023, commercial and commercial real estate loans that were deemed collateral dependent had a principal amount of $ 134.3 million, with a valuation allowance of $ 27.9 million.

Old National recorded provision expense associated with these loans totaling $ 20.5 million in 2023.

Old National did not have any other real estate owned or repossessed property measured at fair value on a non-recurring basis at December 31, 2022.

The net carrying amount of other real estate owned and other repossessed property totaled $ 1.7 million at December 31, 2023.

There were write-downs of other real estate owned of $ 0.1 million in 2023.

13 unchanged sentences

Foreclosed Assets

Commercial real estate (1) 1,669 Fair value of collateral Discount for type of property,

Commercial real estate (2)

975 Fair value of collateral Discount for type of property,

age of appraisal, and current status 28 %

Residential (2)

244 Fair value of collateral Discount for type of property,

age of appraisal, and current status 24 %

December 31, 2023

6 unchanged sentences

age of appraisal, and current status 2 % - 38 % ( 16 %)

Foreclosed Assets

Commercial real estate 1,669 Fair value of collateral Discount for type of property,

age of appraisal, and current status 4 % - 8 % ( 4 %)

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

(2) There was only one foreclosed commercial real estate property and one foreclosed residential real estate property at December 31, 2024 with write-downs during 2024, so no range or weighted average is reported.

Fair Value Option

8 unchanged sentences

Newly originated conforming fixed-rate and adjustable-rate first mortgage loans are intended for sale and are hedged with derivative instruments.

Old National has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification.

Old National has only elected the fair value option for other instruments in order to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification.

The fair value option was not elected for loans held for investment.

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NOTE 19 – DERIVATIVE FINANCIAL INSTRUMENTS

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, caps, and floors.

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, and floors.

The notional amount does not represent amounts exchanged by the parties.

12 unchanged sentences

changes in fair value are recognized concurrently in earnings.

As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100 % of the periodic changes in fair value of the hedging instrument are

accounted for as outlined above.

This is the case whether or not economic mismatches exist in the hedging relationship.

As long as a hedging instrument is designated, and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100 % of the periodic changes in fair value of the hedging instrument are accounted for as outlined above.

This is the case whether or not economic mismatches exist in the hedging

relationship.

As a result, there is no periodic measurement or recognition of ineffectiveness.

3 unchanged sentences

Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $ 150.0 million notional amount at both December 31, 2024 and December 31, 2023.

Interest rate collars and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $ 1.6 billion notional amount at December 31, 2023 and $ 1.9 billion notional amount at December 31, 2022.

Interest rate swaps, collars, and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $ 1.9 billion notional amount at December 31, 2024 and $ 1.6 billion notional amount at December 31, 2023.

The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.

7 unchanged sentences

Fair Value Hedges

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 900.0 million notional amount at December 31, 2023 and $ 300.0 million notional amount at December 31, 2022.

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 1.1 billion notional amount at December 31, 2024 and $ 900.0 million notional amount at December 31, 2023.

Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $ 927.4 million notional amount at December 31, 2024 and $ 998.1 million notional amount at December 31, 2023.

63 unchanged sentences

Derivatives Not Designated as Hedges

Commitments to fund certain mortgage loans (interest rate lock commitments) and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives.

Commitments to fund certain mortgage loans (“interest rate lock commitments”) and forward commitments for the future delivery of mortgage loans to third party investors (“forward mortgage loan contracts”) are considered derivatives.

These derivative contracts do not qualify for hedge accounting.

At December 31, 2023, the notional amounts of the interest rate lock commitments were $ 25.2 million and forward commitments were $ 39.5 million.

At December 31, 2024, the notional amounts of the interest rate lock commitments were $ 57.4 million and forward mortgage loan contracts were $ 88.8 million.

At December 31, 2023, the notional amounts of the interest rate lock commitments were $ 25.2 million and forward commitments were $ 39.5 million.

It is our practice to enter into forward commitments for the future delivery of residential mortgage loans to third party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from our commitment to fund the loans.

It is our practice to enter into forward mortgage loan contracts for the future delivery of residential mortgage loans to third-party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from our commitment to fund the loans.

Old National also enters into derivative instruments for the benefit of its clients.

The notional amounts of these customer derivative instruments and the offsetting counterparty derivative instruments were $ 6.3 billion at December 31, 2024 and $ 6.0 billion at December 31, 2023.

These derivative contracts do not qualify for hedge accounting.

These instruments include interest rate swaps, caps, and collars.

Commonly, Old National will

economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.

These derivative contracts do not qualify for hedge

These instruments include interest rate swaps and collars.

Commonly, Old National will economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.

Old National enters into derivative financial instruments as part of its foreign currency risk management strategies.

13 unchanged sentences

6,255,123 128,469 12,902 5,954,216 121,969 33,346

Customer foreign currency forward contracts 12,455 320 59 8,341 253 42

Counterparty foreign currency forward contracts 12,308 68 181 8,297 72 168

Customer foreign currency contracts 10,265 28 121 12,455 320 59

Counterparty foreign currency contracts 10,093 192 2 12,308 68 181

Total $ 142,323 $ 233,117 $ 155,830 $ 262,902

30 unchanged sentences

At December 31, 2024, there were certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business.

While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management does not expect that any potential liabilities arising from pending legal matters will have a material adverse effect on the Company’s business, financial position, or results of operations.

While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management does not expect that any potential liabilities arising from pending litigation will have a material adverse effect on the Company’s business, financial position, or results of operations.

Credit-Related Financial Instruments

8 unchanged sentences

Unfunded loan commitments (1)

$ 8,533,433 $ 8,912,587

Standby letters of credit (2)

194,323 192,237

(1) Excludes cancellable loan commitments of $ 2.5 billion at December 31, 2024 and $ 2.3 billion at December 31, 2023.

(2) Notional amount, which represents the maximum amount of future funding requirements.

7 unchanged sentences

Prior to the sale, the shares were carried at a zero cost basis due to uncertainty surrounding the ability of the Company to transfer or otherwise liquidate the shares.

At December 31, 2023, the Company does not hold any remaining Visa Class B restricted shares.

After the sale, the Company did not hold any remaining Visa Class B restricted shares.

NOTE 21 – REGULATORY RESTRICTIONS

Restrictions on Cash and Due from Banks

Old National had cash and due from banks which was held as collateral for collateralized swap positions totaling $ 0.3 million at December 31, 2023 and $ 0.1 million at December 31, 2022.

Old National did no t have cash and due from banks which was held as collateral for collateralized swap positions at December 31, 2024, compared to $ 0.3 million at December 31, 2023.

Restrictions on Transfers from Bank Subsidiary

2 unchanged sentences

Prior regulatory approval to pay dividends was not required in 2022, 2023, or 2024 and is not currently required.

A bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered “undercapitalized” (as defined by reference to the OCC’s capital regulations).

At December 31, 2023, Old National

Bank could pay dividends of $ 670.4 million without prior regulatory approval and while maintaining capital levels above regulatory minima and well-capitalized guidelines.

A bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered “undercapitalized” (as defined by reference to the Office of the Comptroller of the Currency’s (“OCC’s”) capital

regulations).

At December 31, 2024, Old National Bank could pay dividends of $ 889.2 million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.

Restrictions on the Payment of Dividends

Old National has traditionally paid a quarterly dividend to common shareholders.

Old National has traditionally paid a quarterly dividend on its outstanding shares of common stock and preferred stock.

The payment of dividends is subject to legal and regulatory restrictions, as well as approval by our Board of Directors.

44 unchanged sentences

(2) “Well-capitalized” minimum common equity Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets ratios are not formally defined under applicable banking regulations for bank holding companies.

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of CECL.

The final rules provide banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option).

55 unchanged sentences

Net cash and cash equivalents of acquisitions — — 573,099

Proceeds from sales of investment securities — — 1,000

Proceeds from sales of equity securities — — 44,038

4 unchanged sentences

Cash Flows From Financing Activities

Payments for maturities/redemptions of other borrowings ( 174,987 ) — —

Cash dividends paid ( 191,163 ) ( 180,030 ) ( 177,623 )

6 unchanged sentences

NOTE 23 – SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The chief operating decision maker managed operations and evaluated financial performance on a Company-wide basis.

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in assessing performance and in deciding how to allocate resources.

Old National’s CODM is the Chairman and CEO of the Company.

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 and elsewhere, including commercial and consumer loan and depository services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services.

The Company’s business activities are predominantly similar in their nature, operations, and economic characteristics, largely serving commercial and specialty banking clients with products and services that are offered through overall similar processes and platforms.

The accounting policies for the services discussed here are the same as those described in Note 1 Basis of Presentation and Significant Accounting Policies.

We earn interest income on loans as well as fee income from the origination of loans and from fees charged on deposit accounts.

Lending activities include loans to individuals, which primarily consist of home equity lines of credit, residential real estate loans, and consumer loans, and loans to commercial clients, which include commercial loans, commercial real estate loans, agricultural loans, letters of credit, and lease financing.

Residential real estate loans are either kept in our loan portfolio or sold to secondary investors, with gains or losses from the sales being recognized.

The CODM uses consolidated net income to monitor results, evaluate budget-to-actual variances, perform competitive analyses that benchmark the Company to competitors, and determine whether to reinvest earnings in the Company or to deploy capital in other ways to maximize shareholder value.

The CODM is regularly provided with

the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis.

The CODM also uses such information to monitor the level of expenses incurred associated with the various aspects of the Company’s business that support our clients, generate revenues, and are associated with the overall administration of the Company’s operations.

In addition, certain internal financial information is also used by the CODM to monitor credit quality and credit loss expense.

As a result, the Company has determined that it has only one reportable segment.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data