What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-22 · 62 added, 59 removed, 239 unchanged (34% of the section changed)

58 unchanged sentences

Senior Vice President, Assistant General Counsel from October 2012 to December 2014.

Falconer Chief Financial Officer of the Company since May 2019.

Previously, Senior Vice President and Treasurer of the Company from November 2016 to May 2019.

Senior Vice President and Director of Credit Operations from March 2013 to November 2016.

Loss Share President from January 2012 to March 2013.

Vice President and Bank Controller from April 2009 to January 2012.

Moran, IV Chief Strategy Officer of the Company since 2021.

Previously, Chief Financial Officer for NBT Bancorp from 2019 to 2021.

Goldfeder Chief Credit Officer of the Company since December 2023.

Previously, Co-Head of Corporate Credit and a Segment Lead, Senior Credit Officer for Capital One from 2015 to 2023.

Segment Risk Leader, Healthcare Services and Senior Vice President and Team Leader, GE Antares Capital for GE Capital from 2000 to 2015.

Moran, IV Chief Financial Officer of the Company since April 2024.

Previously, Chief Strategy Officer of the Company from 2021 to April 2024.

Chief Financial Officer for NBT Bancorp from 2019 to 2021.

Director of Corporate Development and Strategy of the Company from 2017 to 2019.

30 unchanged sentences

Senior Vice President and Chief Human Resources Officer from March 2007 to January 2010.

Information relating to our Board of Directors and additional information required in response to this item has been omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not

later than 120 days after December 31, 2023.

The applicable information appearing in the Proxy Statement for the 2024 annual meeting is incorporated by reference.

Information relating to our Board of Directors and additional information required in response to this item has been omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2025 annual meeting of shareholders pursuant to Regulation 14A of the

Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2024.

The applicable information appearing in the Proxy Statement for the 2025 annual meeting is incorporated herein by reference.

Old National has adopted a code of ethics that applies to directors, officers, and all other employees including Old National’s principal executive officer, principal financial officer, and principal accounting officer.

1 unchanged sentence

Old National intends to post information regarding any amendments to, or waivers from, its code of ethics on its Internet website.

Old National has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of Old National’s securities by its directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2023.

The applicable information appearing in our Proxy Statement for the 2024 annual meeting is incorporated by reference.

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2025 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2024.

The applicable information appearing in our Proxy Statement for the 2025 annual meeting is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

This information is omitted from this report (with the exception of the “Equity Compensation Plan Information”) pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2023.

The applicable information appearing in the Proxy Statement for the 2024 annual meeting is incorporated by reference.

This information is omitted from this report (with the exception of the “Equity Compensation Plan Information”) pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2025 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2024.

The applicable information appearing in the Proxy Statement for the 2025 annual meeting is incorporated herein by reference.

EQUITY COMPENSATION PLAN INFORMATION

18 unchanged sentences

Total 4,409,176 $16.91 4,879,492

At December 31, 2023, 7.6 million shares remain available for issuance under the ICP.

At December 31, 2024, approximately 4.9 million shares remain available for issuance under the ICP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The applicable information appearing in the Proxy Statement for the 2024 annual meeting is incorporated by reference.

The applicable information appearing in the Proxy Statement for the 2025 annual meeting is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The applicable information appearing in the Proxy Statement for the 2024 annual meeting is incorporated by reference.

The applicable information appearing in the Proxy Statement for the 2025 annual meeting is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

16 unchanged sentences

(the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023).

2.3* Agreement and Plan of Merger dated as of November 25, 2024 among Old National, Bremer Financial Corporation, and ONB Merger Sub, Inc.

3.1 Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

4 unchanged sentences

3.6 By-Laws Amendment to Amended and Restated By-Laws of Old National (incorporated by reference to Exhibit 3.6 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.7 Amended and Restated By-Laws of Old National, amended February 21, 2024 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2024).

4.1 Description of Old National Bancorp capital stock (incorporated by reference to Exhibit 4.1 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

6 unchanged sentences

The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Form of 2020 Internal Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.20 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

Form of 2020 Relative Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.21 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

Form of 2020 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

First Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.

8 of Old National’s Annual Report on Form 10-K for the year ended December 31, 20 22 ).

First Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Second Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

20 unchanged sentences

Form of 2021 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10.3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2021).

Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to Old National’s Registration Statement on Form S-3, Registration No.

333-258774 filed with the Securities and Exchange Commission on August 13, 2021).

Form of 2022 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan , as further amended (incorporated by reference to Exhibit 10.1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

12 unchanged sentences

(as predecessor to Old National Bancorp) and Michael L.

Scudder (incorporated by reference to Exhibit 10.

36 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Scudder (incorporated by reference to Exhibit 10.36 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Michael L.

Scudder (incorporated by reference to Exhibit 10.

37 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022) .

Scudder (incorporated by reference to Exhibit 10.37 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Employment Agreement, dated as of January 18, 2019, by and between First Midwest Bancorp, Inc.

3 unchanged sentences

(as predecessor to Old National Bancorp) and Mark G.

Sander (incorporated by reference to Exhibit 10.

39 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Sander (incorporated by reference to Exhibit 10.39 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc.

(as predecessor to Old National Bancorp) and Mark G.

Sander (incorporated by reference to Exhibit 10.

40 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Form of Employment Agreement dated as of June 28, 2023 between Old National and each of its named executive officers, James C.

Sander, Brendon B.

Sander (incorporated by reference to Exhibit 10.40 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Form of Employment Agreement dated as of June 28, 2023 between Old National and James C.

Sander, John V.

and Kendra L.

Vanzo (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on Ju ly 3 , 2023).

Form of Confidentiality and Restrictive Covenants Agreement, dated as of June 28, 2023, by and between Old National and each of its named executive officers, James C.

Sander, Brendon B.

Vanzo (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).

Form of Confidentiality and Restrictive Covenants Agreement, dated as of June 28, 2023, by and between Old National and James C.

Sander, John V.

and Kendra L.

Vanzo (incorporated by reference to Exhibit 10.

2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on Ju ly 3 , 2023).

Vanzo (incorporated by reference to Exhibit 10.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).

Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to Old National’s Registration Statement on Form S-3, Registration No.

333-281521 filed with the Securities and Exchange Commission on August 13, 2024).

Form of 2024 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

Form of 2024 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.2 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.4 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

Mutual Separation Agreement dated August 28, 2024 by and between the Company and Brendon B.

Falconer (incorporated by reference to Exhibit 10.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2024).

10.41* Trustee Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein (incorporated by reference to Exhibit 10.1 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.42 Form of Director Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the directors of Bremer Financial Corporation listed on the signature pages therein (incorporated by reference to Exhibit 10.2 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.43 Investor Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein (incorporated by reference to Exhibit 10.3 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.44 Forward Sale Agreement s , dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A.

(incorporated by reference to exhibit 10.4 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

19 Old National Bancorp Insider Trading Policy

21 Subsidiaries of Old National Bancorp

5 unchanged sentences

32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Old National Bancorp Clawback Policy

97 Old National Bancorp Clawback Policy (incorporated by reference to Exhibit 97 of Old National’s Annual Report on Form 10-K for the year ended December 31, 202 3 ).

101 The following materials from Old National Bancorp’s Annual Report on Form 10-K Report for the year ended December 31, 2024, formatted in inline XBRL:

2 unchanged sentences

(1) Management contract or compensatory plan or arrangement.

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted.

The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

FORM 10-K SUMMARY

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 19, 2025, by the following persons on behalf of Old National and in the capacities indicated.

/s/ Brendon B.

Moran, IV By:

/s/ Thomas E.

Falconer, Thomas E.

Moran, IV, Thomas E.

Salmon, Director

2 unchanged sentences

/s/ Rebecca S.

Skillman, Lead Independent

Skillman, Director

/s/ Barbara A.

Boigegrain Director

Boigegrain, Director

Boigegrain, Director By:

/s/ Michael J.

/s/ Thomas L.

Brown Michael J.

Small, Director

Brown, Director

/s/ Thomas L.

Brown, Director By:

/s/ Derrick J.

/s/ Kathryn J.

Hayley Derrick J.

Stewart, Director

/s/ Kathryn J.

Hayley, Director

/s/ Stephen C.

Henseler Stephen C.

Van Arsdell, Director

1 unchanged sentence

/s/ Katherine E.

/s/ Daniel S.

Hermann Katherine E.

White, Director

Hermann, Director

/s/ Daniel S.

Hermann, Lead Independent Director By:

/s/ Angela L.

Kitchell Angela L.

Kitchell, Director Senior Vice President and Chief Accounting

Officer (Principal Accounting Officer)

Kitchell Executive Vice President and Chief Accounting

Kitchell, Director Officer (Principal Accounting Officer)

/s/ Austin M.

4 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 9A. Controls and Procedures