What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-19 · 31 added, 79 removed, 222 unchanged (33% of the section changed)

52 unchanged sentences

Bank from December 2013 to January 2020.

President and Chief Operating Officer of the Company since July 2025.

Previously, Executive Vice President of the Central Region and Field Enablement for the Commercial Bank of KeyBank from March 2024 to July 2025 and prior thereto, various other senior management positions with KeyBank from August 2016 to March 2024.

Chulos Chief Legal Officer and Corporate Secretary of the Company since February 2022.

22 unchanged sentences

Treasurer of the Company from March 2005 to February 2007.

Sander President and Chief Operating Officer of the Company since February 2022.

Previously, President and Chief Operating Officer of First Midwest from 2019 to February 2022.

Director at First Midwest from 2014 to February 2022.

Senior Executive Vice President and Chief Operating Officer of First Midwest from 2011 to 2019.

Previously held executive level positions in Commercial Banking with Associated Banc-Corp, Bank of America, and LaSalle Bank.

Sandgren Chief Executive Officer, Commercial Banking of the Company since February 2022.

13 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 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.

Information relating to our Board of Directors and additional information required in response to this item have 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 2026 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, 2025.

The applicable information appearing in the Proxy Statement for the 2026 annual meeting is incorporated herein by reference.

2 unchanged sentences

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.

46 unchanged sentences

The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are as follows:

2.1 Agreement and Plan of Merger dated as of May 30, 2021 by and between Old National and First Midwest Bancorp, Inc.

(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 June 2, 2021).

2.1 Agreement and Plan of Merger dated as of October 26, 2023 by and between Old National and CapStar Financial Holdings, Inc.

6 unchanged sentences

3.4 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series C Preferred Stock (incorporated by reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.5 Amended and Restated By-Laws of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

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).

3.5 Amended and Restated By-Laws of Old National, amended February 18, 2026 (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 19, 2026) .

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).

4.2 Description of Old National Bancorp debt securities (incorporated by reference to Exhibit 4.2 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019) .

4.1 Description of Old National Bancorp capital stock.

4.2 Description of Old National Bancorp debt securities.

4.3 Deposit Agreement (Series A), dated February 15, 2022, among Old National, Continental Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

11 unchanged sentences

Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

First Midwest Bancorp, Inc.

Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.14 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Amendment of the First Midwest Bancorp, Inc.

Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.15 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

First Midwest Bancorp, Inc.

Nonqualified Retirement Plan (incorporated by reference to Exhibit 10.16 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Amendment of the First Midwest Bancorp, Inc.

Nonqualified Retirement Plan (incorporated by reference to Exhibit 10.17 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

First Midwest Bancorp, Inc.

Nonqualified Stock Option Gain Deferral Plan (incorporated by reference to Exhibit 10.18 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (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 April 27, 2017).

2 unchanged sentences

Old National Bancorp Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Form of 2021 Internal Performance Units Award Agreement between Old National and certain key associates (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 April 28, 2021).

Form of 2021 Relative Performance Units Award Agreement between Old National and certain key associates (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 April 28, 2021).

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).

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) .

Form of 2022 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 May 4, 2022).

Form of 2022 Restricted Stock Award Agreements 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 May 4, 2022).

Form of 2022 Performance Units Integration 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 May 4, 2022).

Form of 2022 Letter Agreement between Old National and certain key employees providing for a cash retention and integration award (incorporated by reference to Exhibit 10.5 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022).

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James C.

Ryan III (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 June 2, 2021).

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James A.

Sandgren (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 June 2, 2021).

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

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

Scudder (incorporated by reference to Exhibit 10.35 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Confidentiality and Restrictive Covenants Agreement, dated as of June 18, 2018, by and between the First Midwest Bancorp, Inc.

(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).

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).

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

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

Sander (incorporated by reference to Exhibit 10.38 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between the First Midwest Bancorp, Inc.

(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).

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 James C.

Sander, John V.

and Kendra L.

1 unchanged sentence

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.

6 unchanged sentences

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).

10.19* 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).

1 unchanged sentence

10.21 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.

10.22 Forward Sale Agreements, 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

Form of 2025 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 April 30, 2025).

Form of 2025 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 April 30, 2025).

Form of 2025 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 April 30, 2025).

19 Old National Bancorp Insider Trading Policy (incorporated by reference to Exhibit 19 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2024).

21 Subsidiaries of Old National Bancorp

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Crowe LLP

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

18 unchanged sentences

Moran, IV By:

Moran, IV, James C.

Senior Executive Vice President and Chief Chairman and Chief Executive Officer

Financial Officer (Principal Financial Officer) (Principal Executive Officer)

/s/ Barbara A.

Boigegrain By:

/s/ Thomas E.

Moran, IV, Thomas E.

Boigegrain, Director Thomas E.

Salmon, Director

Senior Executive Vice President and Chief

Financial Officer (Principal Financial Officer) By:

/s/ Thomas L.

/s/ Rebecca S.

Brown, Director Rebecca S.

Skillman, Director

/s/ Barbara A.

Boigegrain, Director By:

/s/ Kathryn J.

/s/ Michael J.

Hayley, Director

Small, Director

/s/ Thomas L.

Brown, Director By:

/s/ Derrick J.

Henseler, Director

Stewart, Director

/s/ Kathryn J.

Hayley, Director

/s/ Daniel S.

/s/ Stephen C.

Hermann, Lead Independent Director Stephen C.

Van Arsdell, Director

Henseler, Director

/s/ Katherine E.

Kitchell, Director Katherine E.

White, Director

/s/ Daniel S.

Hermann, Lead Independent Director By:

/s/ Angela L.

Kitchell Executive Vice President and Chief Accounting

Kitchell, Director Officer (Principal Accounting Officer)

/s/ Austin M.

Ramirez, Director

/s/ Angela L.

Ramirez, Director Angela L.

Executive Vice President and Chief Accounting

/s/ Daniel C.

Reardon Officer (Principal Accounting Officer)

Reardon, Director

Rudnick, Director

Chairman and Chief Executive Officer

(Principal Executive Officer)

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