What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-19 · 127 added, 147 removed, 1160 unchanged (19% of the section changed)

23 unchanged sentences

CORPORATE DEVELOPMENTS IN 2025

In 2024, Old National successfully navigated a challenging interest rate environment while remaining on offense with our growth strategy, investing in client-facing and key support talent, and remaining opportunistic for new acquisitions.

Old National’s 2025 results were driven by the completion and successful integration of Bremer and a focus on fundamentals—core deposit growth to support loan expansion, positive operating leverage, disciplined credit management, and healthy liquidity and capital ratios.

We once again showed our unwavering commitment to shareholders, clients, team members, and communities.

Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, well-managed expenses, and dedicated team members who are committed to our clients and communities enabled us to exceed our expectations that we set as we began 2025.

Highlights experienced in 2025 included:

• completion of our Bremer partnership on May 1, 2025, solidifying our position as a premier mid-size bank;

• net income applicable to common shareholders of $653.1 million, or $1.79 per diluted common share;

• granular, low-cost deposit franchise;

• peer-leading, low-cost deposit franchise;

loan to deposit ratio of 89%;

• growth in total deposits of 10%;

• disciplined loan growth of 10%;

• well-managed expenses;

• growth in total deposits of 35%, 5% excluding Bremer;

• disciplined loan growth of 34%, 5% excluding Bremer;

• disciplined expense management with an efficiency ratio of 55.10%;

• stable credit metrics, including net charge-offs to average loans of 0.25%;

Results for 2024 were impacted by $37.3 million of merger-related expenses, $15.3 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, $2.6 million of separation expense, and $0.2 million of net securities losses.

Excluding these items, net income applicable to common shares for 2024

was $578.1 million, or $1.86 per diluted common share on an adjusted basis.

• tangible book value per share growth of 15%.

Results for 2025 were impacted by $140.9 million of merger-related expenses, $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans, a $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan, and a $3.0 million reduction to previously accrued FDIC special assessment.

Excluding these items, net income applicable to common shares for 2025 was $808.6 million, or $2.21 per diluted common share on an adjusted basis.

Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

Our net interest income increased 2% to $1.5 billion during 2024, driven by loans and securities acquired in the CapStar transaction as well as strong loan growth and the interest rate environment.

Provision for credit losses increased compared to 2023, reflective of provision expense associated with the CapStar merger as well as loan growth, credit migration, net charge-offs, and macroeconomic factors.

Noninterest income increased from $333.3 million in 2023 to $354.7 million in 2024 primarily due to the impact of the CapStar merger, higher wealth and investment services fees, mortgage banking revenues, and other income, partially offset by a gain on sale of Visa Class B restricted shares totaling $21.6 million in 2023.

Our net interest income increased 34% to $2.1 billion during 2025, driven by loans and securities acquired in the Bremer transaction as well as strong loan growth and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.

Provision for credit losses increased compared to 2024, reflective of provision expense associated with the Bremer acquisition as well as credit migration, higher net charge-offs, and macroeconomic factors.

Noninterest income increased from $354.7 million in 2024 to $466.5 million in 2025 primarily due to the impact of the Bremer acquisition, higher mortgage banking revenue, capital markets income, and other income.

Noninterest expense increased $390.9 million in 2025 compared to 2024.

Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense.

Noninterest expense in 2023 included $28.7 million of merger-related expenses, a $19.1 million FDIC special assessment, $4.4 million of a contract termination charge, $3.4 million of expenses related to the Louisville tragedy, and $1.6 million for property optimization.

Excluding these expenses, noninterest expense in 2024 increased $68.9 million, reflective of the additional operating costs associated with the impact of the CapStar merger, as well as higher salary and employee benefits reflective of merit increases.

On April 1, 2024, Old National completed its acquisition of CapStar, strengthening our presence in Nashville and other high-growth Southeastern markets.

All system conversions related to the CapStar transaction were completed in early July 2024.

Later in 2024, we announced our pending partnership with Bremer Bank;

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.

Noninterest expense in 2025 included $140.9 million of merger-related expenses and a $3.0 million reduction to previously accrued FDIC special assessment.

Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense.

Excluding these expenses, noninterest expense in 2025 increased $309.3 million, driven by operating costs and additional amortization of intangibles related to the acquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

On May 1, 2025, Old National completed its acquisition of Bremer, and its wholly owned banking subsidiary, Bremer Bank, National Association.

The majority of system conversions related to the Bremer transaction were completed in mid-October 2025.

The successful execution of this conversion reinforced the strength of our disciplined integration framework and enhanced our operating platform across the expanded footprint.

BUSINESS OUTLOOK

We enter 2025 building on the strong foundation we established in 2024 as we successfully navigated a challenging interest rate environment while remaining on offense with our growth strategy, investing in key talent, and remaining opportunistic for new partnerships.

Our basic banking strategy continues to serve us well, with a focus on low-cost core deposits, which grew by approximately 10% in 2024, funding a corresponding 10% growth in loans.

We continue to focus on full client relationships that align with our risk-adjusted return requirements, and our credit quality remains strong as we continue to adhere to our disciplined underwriting process.

During the fourth quarter of 2024, we announced our partnership with Bremer Bank, which is headquartered in St.

Paul, Minnesota and which will enhance our presence in the upper Midwest across Minnesota, North Dakota, and Wisconsin, expand our opportunities to acquire new clients and build on existing relationships within this footprint.

We are confident in our ability to navigate changes in short-term interest rates, shifts in the yield curve, and overall economic conditions as we have for the past 190 years.

We will remain on offense and continue to demonstrate our ability to execute on our strategic priorities.

We remain focused on the fundamentals of basic banking, including loan and deposit growth, expansion of revenue-generating businesses, strong credit quality, prudent capital deployment, and disciplined expense management within a sound risk management framework to produce positive operating leverage, which allows us to continue to create value for our shareholders and communities.

Driving tangible book value per share growth remains a key priority in 2026 as we build on the 15% growth achieved in 2025 despite the impact of closing our Bremer partnership, the associated merger-related charges, and the repurchase of 2.2 million shares in the second half of the year.

We closed 2025 with 5% loan growth excluding our Bremer partnership and move into 2026 with a strong commercial pipeline and a loan-to-deposit ratio of 89%, providing sufficient liquidity to fund growth.

We will remain on offense and rely on our ability to navigate changes in short-term interest rates, shifts in the yield curve, and overall economic conditions as we have for the past 190 years.

Looking ahead to 2026, we remain focused on disciplined organic growth, prudent capital deployment, and continued investment in talent, technology, and client‑facing capabilities.

Our proven ability to execute on these strategic priorities will support sustainable performance, maintain strong credit quality, and position the Company for long‑term value creation across economic cycles for our shareholders and communities.

FINANCIAL HIGHLIGHTS

119 unchanged sentences

The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items.

These items include merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, separation expense, CECL Day 1 non-PCD provision expense, distribution of excess pension assets expense, FDIC special assessment expense, gain on sale of Visa Class B restricted shares, expenses related to the tragic April 10, 2023 event at our downtown Louisville location (“Louisville expenses”), contract termination charge, and property optimization charges.

These items include merger-related charges associated with completed and pending acquisitions, pension plan gain/loss, FDIC special assessment expense, CECL Day 1 non-PCD provision expense, debt securities gains/losses, distribution of excess pension assets expense, and separation expense.

Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods.

17 unchanged sentences

Merger-related charges 24,547 69,274 41,206 5,856 8,117

Pension plan (gain) loss 15,878 — (21,001) — —

FDIC special assessment (2,994) — — — —

Debt securities (gains) losses (73) (7) 41 76 122

Separation expense — 2,646 — — —

CECL Day 1 non-PCD provision expense — — 75,604 — —

Distribution of excess pension assets expense — — — 13,318 —

FDIC special assessment — — — 2,994 19,052

Gain on sale of Visa Class B restricted shares — — — — (21,635)

Contract termination charge — — — — 4,413

tax effect on net total adjustments (2)

65 unchanged sentences

CECL Day 1 non-PCD provision expense 75,604 15,312

Distribution of excess pension assets expense 13,318 —

Pension plan (gain) loss (5,123) —

FDIC special assessment (2,994) 2,994

Separation expense 2,646 —

Debt securities (gains) losses 37 212

Gain on sale of Visa Class B restricted shares — (21,635)

Contract termination charge — 4,413

Louisville expenses — 3,361

Property optimization charges — 1,559

Distribution of excess pension assets expense — 13,318

Separation expense — 2,646

tax effect on net total adjustments (2)

74 unchanged sentences

Tier 1 leverage ratio 8.90 % 9.21 % 8.83 %

Net charge-offs (recoveries) to average loans 0.17 % 0.17 % 0.06 %

Net charge-offs to average loans 0.25 % 0.17 % 0.17 %

(1) Represents a non-GAAP financial measure.

107 unchanged sentences

using the federal statutory tax rate in effect of 21%.

Net interest income in 2024 increased compared to 2023 primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth, higher rates on loans and investment securities, and higher accretion income, partially offset by higher balances and costs of average interest-bearing liabilities.

Accretion income associated with acquired loans and borrowings totaled $50.8 million in 2024, compared to $28.3 million in 2023.

The decrease in the net interest margin on a fully taxable equivalent basis in 2024 when compared to 2023 was primarily due to higher balances and costs of average interest-bearing liabilities, partially offset by loan growth as well as higher yields on loans.

The yield on average earning assets increased 41 basis points from 5.18% in 2023 to 5.59% in 2024 and the cost of interest-bearing liabilities increased 73 basis points from 2.25% in 2023 to 2.98% in 2024.

Average earning assets increased by $3.9 billion, or 9%, primarily due to a $3.3 billion increase in average loans.

Average interest-bearing liabilities increased $4.6 billion, or 15%, reflecting a $5.0 billion increase in average interest-bearing deposits, partially offset by a reduction in average borrowed funds.

Average noninterest-bearing deposits decreased by $1.2 billion.

The increase in average earning assets in 2024 compared to 2023 was primarily due to loans and securities acquired in the CapStar transaction as well as strong loan growth.

Net interest income in 2025 increased compared to 2024 driven by the acquisition of Bremer as well as strong loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.

The increase in the net interest margin on a fully taxable equivalent basis in 2025 when compared to 2024 was primarily due to the impact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.

The yield on average earning assets was 5.59% in both 2024 and 2025 and the cost of interest-bearing liabilities decreased 29 basis points from 2.98% in 2024 to 2.69% in 2025.

Average earning assets increased by $12.0 billion, or 26%, reflecting an $8.7 billion increase in average loans and a $3.0 billion increase in average investment securities.

Average interest-bearing liabilities increased $9.2 billion, or 26%, reflecting an $8.1 billion increase in average interest-bearing deposits and a $1.1 billion increase in average borrowed funds.

Average noninterest-bearing deposits increased by $2.3 billion.

The increase in average earning assets in 2025 compared to 2024 was primarily due to Bremer loans and securities acquired as well as strong loan growth.

The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 75% of average interest earning assets in 2025, compared to 76% in 2024.

Average loans, including loans held-for-sale, increased $3.3 billion in 2024 compared to 2023 primarily due to loans acquired in the CapStar transaction as well as strong commercial real estate loan growth.

Loans acquired in the CapStar transaction totaled $2.1 billion at transaction close.

Average non-interest-bearing deposits decreased $1.2 billion in 2024 compared to 2023 while average interest-bearing deposits increased $5.0 billion reflecting a mix shift as a result of the current rate environment, deposits assumed in the CapStar transaction, and organic growth.

Total deposit growth in 2024 has allowed us to organically fund loan growth.

Deposits assumed in the CapStar transaction totaled $2.6 billion at the close of the transaction.

Average loans, including loans held-for-sale, increased $8.7 billion in 2025 compared to 2024 primarily due to Bremer loans acquired as well as strong commercial loan growth.

Loans acquired in the Bremer transaction totaled $11.1 billion at transaction close.

Average non-interest-bearing deposits increased $2.3 billion in 2025 compared to 2024 while average interest-bearing deposits increased $8.1 billion reflecting Bremer deposits assumed and organic growth.

Deposits assumed in the Bremer transaction totaled $12.9 billion at the close of the transaction.

Provision for Credit Losses

5 unchanged sentences

unfunded loan commitments 13,979 (9,572) (962) (246.0) 895.0

Provision for credit losses on held-to-

maturity securities — — 150 N/A (100.0)

Total provision for credit losses $ 197,721 $ 110,619 $ 58,887 78.7 % 87.8 %

6 unchanged sentences

Net charge-offs (recoveries) to average loans 0.25 % 0.17 % 0.17 % 47.1 % — %

Total provision for credit losses increased $51.7 million in 2024 compared to 2023 primarily due to loan growth, credit migration, net charge-offs, and macroeconomic factors.

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

Total provision for credit losses increased $87.1 million in 2025 compared to 2024 primarily due to credit migration, net charge-offs, and macroeconomic factors.

In addition, the provision for credit losses on loans in 2025 included $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired.

The provision for credit losses on loans in 2024 included $15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction.

Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense.

13 unchanged sentences

Company-owned life insurance 26,670 20,987 15,397 27.1 36.3

Debt securities gains (losses), net (212) (6,265) (88) (96.6) N/M

Debt securities gains (losses), net (37) (212) (6,265) (82.5) (96.6)

Gain on sale of Visa Class B restricted shares — — 21,635 N/A (100.0)

Gain on sale of health savings accounts — — 90,673 N/A (100.0)

Other income 70,308 49,020 39,955 43.4 22.7

Total noninterest income $ 466,531 $ 354,697 $ 333,342 31.5 % 6.4 %

Noninterest income increased $21.4 million in 2024 compared to 2023.

Noninterest income in 2023 was impacted by a gain on sale of Visa Class B restricted shares totaling $21.6 million as well as $6.3 million of net losses on sales of debt securities.

Excluding these items, noninterest income grew $36.9 million primarily due to the acquisition of CapStar, higher wealth and investment services fees, mortgage banking revenue, and other income.

Wealth and investment services fees increased $9.0 million in 2024 compared to 2023 primarily due to higher wealth management fees as a result of continued sales to new and existing customers as well as favorable market conditions and the impact of the acquisition of CapStar.

Mortgage banking revenue increased $9.9 million in 2024 compared to 2023 primarily due to higher mortgage originations and increased loan sales.

During the fourth quarter of 2023, the Company recognized a $21.6 million pre-tax gain on sale of Visa Class B restricted shares in noninterest income.

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

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

See Note 20 to the consolidated financial statements for additional details on the Visa Class B restricted shares.

Other income increased $9.1 million in 2024 compared to 2023 primarily due to additional other income associated with the acquisition of CapStar, discrete items in 2024, and higher commercial loan fees.

Noninterest income in 2025 included a $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan.

Excluding this gain, noninterest income increased $106.7 million compared to 2024 driven by the acquisition of Bremer in May 2025, the CapStar acquisition in April 2024, organic growth of fee-based businesses, and higher other income.

Mortgage banking revenue increased $12.2 million in 2025 compared to 2024 primarily due to higher mortgage originations, increased loan sales, and the Bremer partnership.

Capital markets income increased $17.0 million in 2025 compared to 2024 primarily due to higher levels of commercial real estate client interest rate swap fees and the Bremer partnership.

Other income increased $21.3 million in 2025 compared to 2024 primarily due to additional other income associated with the acquisitions of Bremer and CapStar, the $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan, and $4.2 million of net gains on sales of commercial loans.

Noninterest Expense

12 unchanged sentences

Amortization of tax credit investments 26,118 13,329 15,367 95.9 (13.3)

Property optimization — 1,559 26,818 (100.0) (94.2)

Other expense 144,378 71,741 80,682 101.2 (11.1)

Total noninterest expense $ 1,485,291 $ 1,094,423 $ 1,026,306 35.7 % 6.6 %

Noninterest expense increased $68.1 million in 2024 compared to 2023.

Excluding these expenses, noninterest expense in 2024 increased $68.9 million, reflective of the additional operating costs associated with the acquisition of CapStar, as well as higher salary and employee benefits reflective of merit increases.

FDIC assessment expense decreased $12.0 million in 2024 compared to 2023 primarily due to FDIC special assessments totaling $3.0 million and $19.1 million in 2024 and 2023, respectively, partially offset by higher assessment rates and deposit balances.

On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the 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.

The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment.

Under the rule, the assessment base is the estimated uninsured deposits that an IDI reported in its December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits.

The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.

Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis.

In its December 31, 2022 Call Report, Old National Bank reported estimated uninsured deposits of approximately $12.0 billion.

The total of the special assessments for Old National Bank was estimated at $19.1 million, and such amount was recorded as an 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.

Noninterest expense in 2025 included $140.9 million of merger-related expenses and a $3.0 million reduction to a previously accrued FDIC special assessment.

Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with

the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense.

Excluding these expenses, noninterest expense increased to $1.3 billion in 2025 compared to $1.0 billion in 2024.

This increase was driven by operating costs and additional amortization of intangibles related to the acquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

Amortization of tax credit investments increased $12.8 million in 2025 compared to 2024 primarily due to additional amortization related to the Bremer acquisition.

In addition, the recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period.

Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date.

See Note 9 to the consolidated financial statements for additional information on our tax credit investments.

Provision for Income Taxes

2 unchanged sentences

The effective tax rate was 20.5% in 2025 compared to 20.8% in 2024.

effective tax rate in 2024 compared to 2023 reflected decreases in pre-tax book income and state income taxes combined with increases in tax credits and tax-exempt income.

The decrease in state income taxes reflected the recognition of previously unrecognized tax benefits due to the expiration of the statute of limitations.

See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision.

FINANCIAL CONDITION

At December 31, 2024, our assets were $53.6 billion, a $4.5 billion increase compared to $49.1 billion at December 31, 2023.

The increase was driven primarily by the acquisition of CapStar, as well as disciplined loan growth.

At December 31, 2025, our assets were $72.2 billion, an $18.6 billion increase compared to $53.6 billion at December 31, 2024.

The increase was driven primarily by the acquisition of Bremer and organic growth.

Earning Assets

Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities.

Earning assets were $48.0 billion at December 31, 2024, an increase of $4.1 billion compared to earning assets of $43.9 billion at December 31, 2023.

End of period earning assets were $65.0 billion at December 31, 2025, an increase of $16.9 billion compared to earning assets of $48.0 billion at December 31, 2024.

Investment Securities

1 unchanged sentence

The investment securities portfolio, including equity securities, was $14.9 billion at December 31, 2025, compared to $10.9 billion at December 31, 2024.

The increase was driven primarily by the acquisition of CapStar.

Investment securities represented 23% of earning assets at both December 31, 2024 and December 31, 2023.

The increase was driven primarily by the acquisition of Bremer.

Investment securities represented 23% of end of period earning assets at both December 31, 2025 and December 31, 2024.

At December 31, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.

7 unchanged sentences

Loan Portfolio

We lend to commercial and commercial real estate clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others.

We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others.

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

38 unchanged sentences

December 31, 2025

Minnesota $ 2,764,014 $ 5,321,550 $ 1,764,412 $ 395,087 $ 10,245,063 21 %

Illinois 2,877,446 3,510,507 1,451,278 610,271 8,449,502 17

Indiana 1,673,144 1,829,012 1,101,489 935,643 5,539,288 11

Minnesota 945,820 2,188,040 594,585 144,577 3,873,022 11

Wisconsin 1,142,850 2,713,323 564,177 184,400 4,604,750 9

1 unchanged sentence

Tennessee 461,337 1,236,912 283,577 233,229 2,215,055 5

North Dakota 466,851 1,075,217 165,329 32,942 1,740,339 4

Kentucky 353,205 669,989 262,167 379,533 1,664,894 3

Florida 158,941 389,681 380,214 32,173 961,009 3

Texas 387,813 650,764 268,219 11,588 1,318,384 3

California 174,993 26,733 417,028 37,807 656,561 2

Florida 375,539 356,188 319,375 33,988 1,085,090 2

Ohio 529,201 425,355 10,399 15,511 980,466 2

California 256,396 107,971 399,276 31,735 795,378 2

Other 2,914,597 2,809,103 1,232,692 136,948 7,093,340 15

3 unchanged sentences

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% at December 31, 2025, compared to 55% at December 31, 2024.

At December 31, 2024, commercial and commercial real estate loans were $26.6 billion, an increase of $2.9 billion compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as disciplined loan production that was well balanced across our market footprint and product lines.

At December 31, 2025, commercial and commercial real estate loans were $37.0 billion, an increase of $10.4 billion compared to December 31, 2024 driven primarily by the acquisition of Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines, partly offset by the sale of $71 million of commercial real estate loans in 2025.

The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size at December 31.

1 unchanged sentence

Nonaccrual Outstanding Exposure (1)

Manufacturing $ 1,724,108 $ 2,884,035 $ 29,886 $ 1,589,727 $ 2,734,935 $ 7,408

Health care and social assistance $ 2,805,380 $ 3,464,934 $ 24,489 $ 1,657,229 $ 1,982,352 $ 1,636

Manufacturing 2,139,977 3,614,096 16,915 1,724,108 2,884,035 29,886

Real estate rental and leasing 1,518,886 2,274,601 25,021 1,024,315 1,500,570 7,915

Wholesale trade 780,643 1,480,859 2,192 748,058 1,541,951 3,789

Construction 740,093 1,680,577 11,690 554,312 1,437,025 2,040

Finance and insurance 617,151 1,018,320 141 637,630 966,842 1

Accommodation and food services 1,159,348 1,422,249 19,153 579,424 679,087 7,146

Construction 1,064,375 2,333,033 6,996 740,093 1,680,577 11,690

Wholesale trade 1,049,963 1,927,612 4,154 780,643 1,480,859 2,192

Professional, scientific, and

technical services 795,520 1,367,099 6,298 558,589 987,800 7,486

Agriculture, forestry, fishing,

and hunting 776,845 1,126,107 5,393 278,554 391,072 2,822

Finance and insurance 678,034 1,305,205 317 617,151 1,018,320 141

Retail trade 486,717 777,389 13,121 305,245 554,620 12,781

Transportation and warehousing 474,426 634,311 29,733 459,988 597,413 21,771

2 unchanged sentences

remediation services 440,155 667,738 4,552 392,955 573,061 3,363

Retail trade 305,245 554,620 12,781 345,944 620,308 5,273

Agriculture, forestry, fishing,

and hunting 278,554 391,072 2,822 255,811 392,098 415

Public administration 306,621 344,205 — 167,410 191,005 —

Educational services 295,001 472,694 8 243,843 372,777 5

Other services 270,337 435,139 11,969 236,870 366,265 8,995

Public administration 167,410 191,005 — 216,939 285,963 —

Other 722,276 1,305,821 5,723 522,143 852,984 5,975

19 unchanged sentences

Single family 616,035 632,748 4,826 531,679 545,717 6,278

Other (2) 1,845,811 2,118,461 28,660 1,507,242 1,824,177 15,530

3,404,091 3,694,867 30,737 1,845,811 2,118,461 28,660

Total $ 22,050,007 $ 24,359,005 $ 246,260 $ 16,307,486 $ 18,249,659 $ 234,232

6 unchanged sentences

Residential Real Estate Loans

Residential real estate loans held in our portfolio increased $98.1 million to $6.8 billion at December 31, 2024, compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth.

Residential real estate loans held in our portfolio increased $1.7 billion to $8.5 billion at December 31, 2025, compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth.

Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans.

2 unchanged sentences

Consumer Loans

Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $252.6 million to $2.9 billion at December 31, 2024 compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth.

Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $370.5 million to $3.3 billion at December 31, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth.

Allowance for Credit Losses on Loans and Unfunded Loan Commitments

At December 31, 2025, the allowance for credit losses on loans was $569.5 million, compared to $392.5 million at December 31, 2024.

The increase was driven primarily by the acquisition of CapStar, as well as organic loan growth and other factors.

The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date.

In addition, the provision for credit losses on loans in 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired.

Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense.

4 unchanged sentences

The allowance for credit losses on unfunded loan commitments totaled $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024.

We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in 2025 as a result of Bremer unfunded loan commitments acquired.

Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 4 to the consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets at December 31, 2024 totaled $2.3 billion, an increase of $195.1 million compared to December 31, 2023 as a result of goodwill and other intangible assets recorded with the acquisition of CapStar.

Other assets at December 31, 2024 increased $175.8 million compared to December 31, 2023 primarily due to higher alternative investments.

Goodwill and other intangible assets at December 31, 2025 totaled $2.9 billion, an increase of $611.9 million compared to December 31, 2024 as a result of goodwill and other intangible assets recorded with the acquisition of Bremer.

Other assets at December 31, 2025 increased $758.5 million compared to December 31, 2024 reflecting Bremer other assets acquired and higher investments in partnerships, limited liability companies, and other ownership interests that support affordable housing.

The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at December 31:

8 unchanged sentences

Wholesale borrowings:

Federal funds purchased and interbank borrowings 385 390 (5) (1.3)

Federal funds purchased and interbank borrowings 100,197 385 99,812 N/M

Securities sold under agreements to repurchase 261,366 268,975 (7,609) (2.8)

3 unchanged sentences

Total funding $ 62,539,562 $ 46,235,097 $ 16,304,465 35.3 %

The increase in total deposits was primarily due to deposits assumed in the CapStar transaction as well as organic growth.

The increase in total deposits was due to Bremer deposits assumed and organic growth.

We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position.

Wholesale funding as a percentage of total funding was 12% at December 31, 2024, compared to 13% at December 31, 2023.

Wholesale funding as a percentage of total funding was 12% at both December 31, 2025 and December 31, 2024.

See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.

17 unchanged sentences

At December 31, 2025, the estimated amount of FDIC uninsured deposits for regulatory purposes was $23.7 billion.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at December 31, 2025 increased $140.8 million compared to December 31, 2024 primarily due to the Bremer acquisition.

Shareholders’ equity totaled $8.5 billion, or 12% of total assets, at December 31, 2025 and $6.3 billion, or 12% of total assets, at December 31, 2024.

Old National issued 24.0 million shares of Common Stock in conjunction with the acquisition of CapStar on April 1, 2024 adding $417.6 million in shareholders’ equity.

Retained earnings were partially offset by dividends during 2024.

Old National issued 50.2 million shares of Common Stock in conjunction with

the acquisition of Bremer on May 1, 2025 adding $1.0 billion in shareholders’ equity.

In addition, Old National issued 21.9 million shares of Common Stock in the settlement of the forward sale agreements adding $443.2 million in shareholders’ equity.

Retained earnings and changes in unrealized losses on available-for-sale investment securities also contributed to the increase in shareholders’ equity during 2025.

These increases were partially offset by dividends and the repurchase of 2.2 million shares of Common Stock during 2025 under a share repurchase plan that was approved by the Company’s Board of Directors in the first quarter of 2025, which reduced equity by $50.0 million.

As of December 31, 2025, Old National had remaining authorization to repurchase up to $150.0 million of its outstanding Common Stock through February 28, 2026 .

Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 76,618 shareholders of record at December 31, 2025.

1 unchanged sentence

Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies.

Management routinely analyzes Old National’s capital to ensure an optimized capital

Management routinely analyzes Old National’s capital to ensure an optimized capital structure.

Accordingly, such evaluations may result in Old National taking a capital action.

2 unchanged sentences

Old National performs stress testing periodically throughout the year.

The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress.

The primary objective of the stress testing is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress.

Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement.

Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory, compliance, legal, and reputational risks.

Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks.

Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.

2 unchanged sentences

The Risk Appetite Statement addresses the following major risks:

strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational.

strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal.

Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics.

The following discussion addresses certain of these major risks including credit, market, liquidity, operational, compliance and regulatory, and legal.

Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.

The following discussion addresses certain of these major risks including credit, market, and liquidity.

Discussion of strategic, talent management, operational, information security and technology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K.

Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms.

9 unchanged sentences

Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service.

There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold.

There are provisions in our agreements with the counterparties that

allow for certain unsecured credit exposure up to an agreed threshold.

Exposures in excess of the agreed thresholds are collateralized.

6 unchanged sentences

A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved.

In addition to an evaluation of the applicant’s financial

condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction.

In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction.

Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.

33 unchanged sentences

The committee monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs.

In addition, the committee provides oversight of loan policy changes

as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.

We lend to commercial and commercial real estate clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture.

In addition, the committee provides oversight of loan policy changes as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.

We lend to consumer and commercial clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture.

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

At December 31, 2025, our average commercial loan size was approximately $771,000 and our average commercial real estate loan size was approximately $1,486,000.

In addition, while loans to lessors of residential and non-residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories reaches the 10% threshold.

At December 31, 2025, we had minimal exposure to foreign borrowers and no sovereign debt.

21 unchanged sentences

(2) Loans exclude loans held-for-sale.

Under-performing assets increased to $456.3 million at December 31, 2024, compared to $285.2 million at December 31, 2023.

Under-performing assets increased to $530.2 million at December 31, 2025, compared to $456.3 million at December 31, 2024 primarily due to the Bremer acquisition.

Under-performing assets as a percentage of total loans were 1.09% at December 31, 2025, compared to 1.26% at December 31, 2024.

Nonaccrual loans increased $173.2 million from December 31, 2023 to December 31, 2024 including $71.7 million of nonaccrual loans acquired in the CapStar acquisition.

Excluding these loans, nonaccrual loans increased $101.5 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment.

Nonaccrual loans increased $73.3 million from December 31, 2024 to December 31, 2025 primarily due to loans acquired in the Bremer acquisition.

As a percentage of nonaccrual loans, the allowance for credit losses on loans was 109.26% at December 31, 2025, compared to 87.62% at December 31, 2024.

1 unchanged sentence

The amount of interest income actually recorded on nonaccrual and renegotiated loans was $12.4 million in 2025 and $12.1 million in 2024.

Total criticized and classified assets were $2.5 billion at December 31, 2024, an increase of $725.0 million from December 31, 2023 including $222.1 million of criticized and classified loans related to the CapStar acquisition.

Excluding these loans, total criticized and classified assets increased $503.0 million reflecting the migration of certain borrowers primarily due to asset quality rating policy changes and the impact of the higher interest rate environment.

Total criticized and classified assets were $3.1 billion at December 31, 2025, an increase of $616.6 million from December 31, 2024 primarily due to $1.0 billion of criticized and classified loans related to the Bremer acquisition, partially offset by a continued focus on active portfolio management.

Other classified assets include investment securities that fell below investment grade rating totaling $20.6 million at December 31, 2025, compared to $59.0 million at December 31, 2024.

123 unchanged sentences

The allowance for credit losses on loans was $569.5 million at December 31, 2025, compared to $392.5 million at December 31, 2024.

The increase was driven primarily by the acquisition of CapStar, as well as organic loan growth and other factors.

The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date as well as $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired.

Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense.

Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.

The following table details the allowance for credit losses on loans by loan category and the percent of loans in each category compared to total loans at December 31.

The following table details the allowance for credit losses on loans by loan category and the percentage of loans in each category compared to total loans at December 31.

(dollars in thousands) Allowance

12 unchanged sentences

The allowance for credit losses on unfunded loan commitments totaled $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024.

We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in 2025 as a result of Bremer unfunded loan commitments acquired.

See the section entitled “Risk Factors” in Item 1A of this Form 10-K for further discussion of our credit risk.

15 unchanged sentences

The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios.

The base case scenario assumes that the balance sheet and interest rates are held at current levels.

The base case scenario assumes that the balance sheet and

interest rates are held at current levels.

The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions.

Due to the dynamics of future interest

rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure.

The net interest income projections across all interest rate scenarios include the expected impact of purchase accounting accretion due to recent acquisitions.

Due to the dynamics of future interest rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure.

The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time.

62 unchanged sentences

(2) Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

Our projected net interest income increased year over year driven by loan growth and asset repricing due to current interest rates and economic conditions.

Our projected net interest income increased year over year driven by the Bremer acquisition, loan growth, and asset repricing due to current interest rates and economic conditions.

Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.

3 unchanged sentences

We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk.

Derivatives designated as hedging instruments were in a net liability position with a fair value loss of $7.0 million at December 31, 2024, compared to a net asset position with a fair value gain of $4.5 million at December 31, 2023.

Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $14.8 million at December 31, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024.

See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.

5 unchanged sentences

We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements.

On May 31, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.

On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.

Loan repayments and maturing investment securities are a relatively predictable source of funds.

However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, and competition in the marketplace.

We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.

42 unchanged sentences

We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes.

This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information.

This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyberattacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information.

Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk.

2 unchanged sentences

privacy and data governance;

cyber-attacks;

cyberattacks;

information security or data breaches;

10 unchanged sentences

It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements.

Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively.

Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure.

2 unchanged sentences

Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices.

The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, and regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner.

The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, regulations, and agreements and expects issues to be identified, analyzed, and remediated in a timely and complete manner.

MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES

119 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 7. Management’s Discussion and Analysis