What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-22 · 93 added, 62 removed, 205 unchanged (43% of the section changed)

3 unchanged sentences

Old National’s principal executive officer and principal financial officer have concluded that Old National’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this annual report on Form 10-K, are effective at the reasonable assurance level as discussed below to ensure that information required to be disclosed by Old National in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Old National’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting and the attestation report of Crowe LLP, Old National’s independent registered public accounting firm, on Old National’s internal control over financial reporting are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

The attestation report of Deloitte & Touche LLP, Old National’s independent registered public accounting firm, on Old National’s internal control over financial reporting is included on the following page.

Limitations on the Effectiveness of Controls.

9 unchanged sentences

There were no changes in Old National’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, Old National’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Old National Bancorp

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Old National Bancorp and subsidiaries (“Old National”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, Old National maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023 of Old National and our report dated February 22, 2024 expressed an unqualified opinion on those financial statements.

Basis for Opinion

Old National’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on Old National’s internal control over financial reporting based on our audit.

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

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

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

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

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 22, 2024

OTHER INFORMATION

Annual Incentive Compensation Plan

On February 21, 2023, the Talent Development and Compensation Committee approved and recommended to the Board for approval, and on February 22, 2023, the Board approved, the Annual Incentive Compensation Plan (“AICP”).

The purpose of the AICP is to provide an incentive to attract, retain, and reward selected employees of the Company to contribute to the Company’s growth, profitability, and success.

The AICP replaces the Old National Bancorp Short-Term Incentive Compensation Plan for Key Executives.

The AICP will be used as the Company’s annual bonus plan for executives in 2023 and in future years.

(b) During the three months ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

26 unchanged sentences

Director in the Assurance Services practice of McGladrey LLP from September 2006 to April 2013.

Ryan, III Chief Executive Officer of the Company since May 2019.

Ryan, III Chairman of the Board of Directors of the Company since February 2024.

Chief Executive Officer of the Company since May 2019.

Chairman and CEO of the Company from May 2019 to February 2022.

12 unchanged sentences

Executive Vice President and Southern Division Chief Credit Officer from January 2004 to May 2007.

Scudder Executive Chairman of the Board of Directors of the Company since February 2022.

Previously, Chairman and CEO of First Midwest from November 2017 to February 2022.

President and Chief Executive Officer of First Midwest from September 2008 to November 2017.

President and Chief Operating Officer of First Midwest from May 2007 to September 2008.

Executive Vice President and Chief Financial Officer of First Midwest from January 2002 to May 2007.

Tischler Chief Executive Officer, Community Banking of the Company since August 2022.

8 unchanged sentences

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

Additional information required in response 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, 2022.

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.

51 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 June 2, 2021).

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

4.1 Description of Old National Bancorp capital stock.

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) .

5 unchanged sentences

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

Form of 2019 Internal Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(r) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2018).

Form of 2019 Relative Performance Units Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(s) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2018).

Form of 2019 Restricted Stock Award Agreement between Old National and certain key associates (incorporated by reference to Exhibit 10(t) of Old National’s Annual Report on Form 10-K for the year ended December 31, 2018).

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).

1 unchanged sentence

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 Director s 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 Director s Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Director s Deferred Compensation Plan.

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 ).

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).

Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.24 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 Executive Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan.

Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan.

First Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 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 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.12 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

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.

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.

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.

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.

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.

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).

1 unchanged sentence

Second Amendment of the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix III of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2022).

Old National Bancorp Annual Incentive Compensation Plan.

Form of Employment Agreement dated as of March 10, 2021 between Old National and each of its named executive officers, James C.

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 March 11, 2021).

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).

3 unchanged sentences

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

1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4 , 202 2 ) .

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).

3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022) .

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) .

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.

4 unchanged sentences

(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 each of its named executive officers, James C.

Sander, Brendon B.

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.

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).

21 Subsidiaries of Old National Bancorp

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Crowe LLP

3 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

101 The following materials from Old National Bancorp’s Annual Report on Form 10-K Report for the year ended December 31, 2023, formatted in inline XBRL:

7 unchanged sentences

February 22, 2024

Chief Executive Officer

Chairman and Chief Executive Officer

(Principal Executive Officer)

6 unchanged sentences

Financial Officer (Principal Financial Officer) By:

/s/ Michael L.

Scudder, Executive Chairman

/s/ Barbara A.

Boigegrain, Director By:

/s/ Rebecca S.

Skillman, Lead Independent

/s/ Thomas L.

Brown Director

Brown, Director

/s/ Barbara A.

Boigegrain Director

Boigegrain, Director

/s/ Michael J.

/s/ Kathryn J.

Hayley Michael J.

/s/ Thomas L.

Brown Michael J.

Small, Director

Hayley, Director

Brown, Director

/s/ Derrick J.

Henseler Derrick J.

/s/ Kathryn J.

Hayley Derrick J.

Stewart, Director

Henseler, Director

Hayley, Director

/s/ Stephen C.

/s/ Daniel S.

Hermann Stephen C.

Henseler Stephen C.

Van Arsdell, Director

Hermann, Director

Henseler, Director

/s/ Katherine E.

Kitchell Katherine E.

/s/ Daniel S.

Hermann Katherine E.

White, Director

Kitchell, Director

Hermann, Director

/s/ Angela L.

/s/ Austin M.

Ramirez Angela L.

Ramirez, Director Senior Vice President and Chief Accounting

Kitchell Angela L.

Kitchell, Director Senior Vice President and Chief Accounting

Officer (Principal Accounting Officer)

/s/ Austin M.

Ramirez, Director

Rudnick, Director

Director and Chief Executive Officer

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