What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-19 · 69 added, 86 removed, 262 unchanged (37% of the section changed)

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The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois.

Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States.

Through Old National Bank and our non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States.

In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.

Old National Bank traces its roots to 1834 and at December 31, 2024, operated 280 banking centers located primarily throughout the Midwestern and Southeastern United States, including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, North Carolina, Tennessee, and Wisconsin.

Old National Bank traces its roots to 1834 and at December 31, 2025, operated 346 banking centers located primarily throughout the Midwestern and Southeastern United States, including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, North Carolina, North Dakota, Tennessee, and Wisconsin.

Each of the banking centers of Old National Bank provides a group of similar community banking services, including such products and services as commercial, real estate, and consumer loans;

and private banking, capital markets, brokerage, wealth management, trust, and investment advisory services.

We earn interest income on loans as well as fee income from the origination of loans.

We earn interest income on loans as well as fee income from the origination of loans and from providing other services to our clients.

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

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

Residential real estate loans are either kept in our loan portfolio or sold to secondary investors.

We strive to serve individuals and commercial clients by providing depository services that fit their needs at competitive rates.

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At December 31, 2025, we employed 4,971 full‑time equivalent team members.

Old National provides professional development opportunities to team members and seeks to improve retention, development, and job satisfaction of team members by providing career skills training, peer mentoring, and opportunities to interact with senior leaders.

Our Structured Leadership Development Programs, Associate and Community Engagement Teams, Impact Networks, and the ONUniversity training and development center are among the many programs designed to drive Old National employee development and engagement.

To attract and retain our group of skilled team members, Old National provides a competitive total rewards package, which includes base pay, incentive opportunities, and benefits.

Our strong, comprehensive benefits package includes health insurance and wellness coverages, a retirement plan with company matching contributions, other welfare plan coverages, paid time off, and paid leave benefits.

In addition to our standard benefits, our team members have access to dedicated healthcare clinics and alternative work schedules for parental leave.

Old National team members consistently strive to make a positive difference in the communities we serve.

Old National team members actively share their talents in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment.

We have a program that allows

each team member to be paid up to 24 hours per year, with supervisory approval, to volunteer for activities in their community during normal work hours.

Under that program, team members logged approximately 67,700 volunteer hours during 2024 in support of more than 2,700 organizations.

Team members with 25 hours or more of service each year are recognized annually by executive management.

Since our founding, Old National has focused on community and commercial banking by building long-term, highly valued partnerships with clients in our Midwest and Southeast regions.

We have continued to expand our footprint through strategic mergers and acquisitions, and we are now the sixth largest bank headquartered in the Midwest by assets.

Attracting, developing, and retaining top talent is a strategic priority supported by integrated talent and succession planning, structured hiring practices, comprehensive total rewards, and meaningful growth opportunities.

We provide professional development programs—including career skills training, peer mentoring, and opportunities to engage with senior leaders—along with structured leadership development programs, associate and community engagement teams, impact networks, and other learning and development programs to support team member development, engagement, and job satisfaction.

Old National provides a competitive total rewards package that includes base pay, incentive opportunities, and comprehensive benefits.

Our benefits package includes health insurance and wellness coverages, a retirement plan with company matching contributions, other welfare plan coverages, paid time off, and paid leave benefits.

To support team member health and well‑being, Old National offers medical programs designed to enhance access to quality care.

Team members have access to mental well‑being resources, including mindfulness tools and traditional Employee Assistance Program services.

Our medical benefits also include specialized support for complex health conditions, such as access to nationally recognized centers of excellence and condition‑specific care solutions.

Additionally, team members in certain areas have access to employer‑sponsored healthcare clinics that provide convenient primary and preventive care.

Old National team members consistently strive to make a positive difference in the communities we serve, sharing their talents through volunteer activities in education, economic development, human and health services, and community reinvestment.

We offer a program that allows each team member to be paid up to 24 hours per year to volunteer for activities in their community during normal work hours.

Under that program, team members logged approximately 67,700 volunteer hours during 2025 in support of nearly 2,700 organizations, and team members with 25 hours or more of service each year are recognized annually by executive management.

Since our founding, Old National has focused on community and commercial banking by building long-term, highly valued partnerships with our clients.

We have continued to expand our footprint in the Midwest and Southeast regions through strategic mergers and acquisitions, and we are now the sixth largest bank headquartered in the Midwest by assets.

The following table reflects information on the top areas we currently serve.

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Chicago-Naperville-Elgin, IL-IN-WI 32.8 202.4 (0.2) 0.5 97,107 13.1

Evansville, IN-KY 10.4 281.5 1.1 2.2 68,976 8.0

Minneapolis-St.

Paul-Bloomington, MN-WI 15.0 182.7 2.6 2.3 105,075 10.6

Evansville, IN 9.9 363.7 0.9 0.6 74,892 12.3

Indianapolis-Carmel-Anderson, IN 4.1 108.0 5.3 3.4 87,303 11.8

Milwaukee-Waukesha, WI 2.5 227.2 (0.1) 0.2 84,352 12.3

Nashville-Davidson-Murfreesboro-Franklin, TN 2.4 137.7 6.9 5.6 85,166 10.8

Madison, WI 2.2 108.4 5.3 3.8 81,438 7.9

Bloomington, IN 2.1 166.7 (0.1) 1.0 67,992 11.5

National average 3.5 2.6 86,867 11.3

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Old National assesses possible mergers, acquisitions, and divestitures based on a disciplined financial evaluation process and expects that future mergers, acquisitions, and divestitures will be consistent with our existing basic banking strategy, which focuses on community banking, client relationships, and consistent quality earnings.

Targeted geographic markets for mergers and acquisitions include markets with average to above average growth rates.

Targeted geographic markets for mergers and acquisitions include markets with average to above average growth rates within our general footprint.

We anticipate that, as with previous mergers and acquisitions, the consideration paid by us in future mergers and acquisitions may be principally in the form of cash and/or Old National stock, or a combination thereof, and may reflect a premium to the target’s then-market value.

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Our ability to engage in certain transactions depends on the bank regulators’ views at the time as to the capital levels, quality of management, and overall condition of Old National, in addition to their assessment of a variety of other factors, including our compliance with law and regulations.

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

The merger of equals of Old National and First Midwest partnered two highly compatible organizations with over 270 combined years of service and a shared relationship banking focus, consistent business models and credit cultures, and an unwavering commitment to community.

The combined organization has operations in six of the largest Midwestern metropolitan areas, strong commercial banking capabilities, a robust retail footprint, a significant wealth management platform, and an enhanced ability to attract top talent and deliver superior financial performance.

On April 1, 2024, Old National completed its acquisition of CapStar and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction.

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

At the closing of the transaction, CapStar contributed $3.1 billion in total assets, $2.1 billion in total loans, and $2.6 billion in total deposits.

On November 25, 2024, Old National entered into a definitive merger agreement pursuant to which Old National will acquire Bremer and its wholly owned subsidiary, Bremer Bank, National Association.

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

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

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

The definitive merger agreement has been 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.

On November 18, 2022, Old National Bank completed the sale of Old National’s business of acting as a qualified custodian for, and administering, health savings accounts.

Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts.

At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million, and the transaction resulted in a $90.7 million pre-tax gain in 2022.

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

These actions resulted in pre-tax charges of $26.8 million in 2022 and $1.6 million in 2023 recorded in noninterest expense that are associated with valuation adjustments related to these locations.

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

At closing, CapStar contributed $3.1 billion in total assets, $2.1 billion in total loans, and $2.6 billion in total deposits.

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

At closing, Bremer contributed approximately $16.3 billion of total assets, $11.1 billion of

total loans, and $12.9 billion of deposits.

This partnership solidified our position in Minnesota while adding attractive funding in North Dakota.

The banking industry and related financial service providers operate in a highly competitive market.

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In general, the BHC Act limits the business of bank holding companies to banking, managing, or controlling banks and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper incident thereto.

In addition, bank holding companies that qualify and elect to be financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve), without prior approval of the Federal Reserve.

Reserve), without prior approval of the Federal Reserve.

Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments, among others.

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Any loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank.

In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to

maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment.

In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment.

Financial Privacy.

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Treasury’s Office of Financial Crimes Enforcement Network.

These rules require financial institutions to establish procedures for identifying and verifying the identity of clients seeking to open new accounts and monitoring these accounts on an ongoing basis to ensure that such accounts are not used for illegal purposes.

These rules require financial institutions to establish procedures for identifying and

verifying the identity of clients seeking to open new accounts and monitoring these accounts on an ongoing basis to ensure that such accounts are not used for illegal purposes.

Failure to comply with these requirements could have serious financial, legal, and reputational consequences, including the imposition of civil money penalties, cease and desist orders, or causing applicable bank regulatory authorities not to approve merger or acquisition transactions or to prohibit transactions even if approval is not required.

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The CFPB may also institute a civil action against an entity in violation of federal consumer financial laws in order to impose a civil money penalty or injunction.

Banking regulators take into account compliance with consumer protection laws when considering approval of a proposed acquisition transaction.

On October 22, 2024, the CFPB finalized a new rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.

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For banks with at least $10 billion and less than $250 billion in total assets, which currently includes Old National Bank, compliance with the rule’s requirements is required beginning on April 1, 2027.

On the same day the final rule was released, certain industry participants filed a complaint against the CFPB challenging the final rule.

This legal challenge may delay or halt the final rule’s implementation.

On December 12, 2024, the CFPB finalized a rule that significantly reforms the regulatory framework governing overdraft practices applicable to banks such as Old National Bank that have more than $10 billion in assets.

The rule will become effective on October 1, 2025.

The rule modifies or eliminates several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices.

The rule also generally requires banks to restructure many overdraft fees, overdraft lines of credit, and other overdraft practices as separate consumer credit accounts that would be subject to those requirements.

These changes to the regulatory framework could result in Old National Bank, among other things, facing higher compliance costs in charging overdraft fees, experiencing a decreased ability to recover amounts extended as overdraft protection, reducing the availability of overdraft protection, and/or charging lower overdraft fees.

The recent change in federal administration has led to changes in CFPB leadership that may impact the CFPB’s approach to rulemaking and enforcement activities.

The extent and timing of those changes and the resulting impact on our business is uncertain at this time.

The rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule.

During 2025, the CFPB initiated a reduction of its staff by over 80%.

The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending federal court en banc rehearing of the case.

The resulting

impact of these developments on our business is uncertain at this time.

State regulators and state attorneys general may increase regulatory, investigative, and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision, and enforcement of consumer protection laws by federal regulators.

Interchange Fees.

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Old National Bancorp and Old National Bank are each required to comply with certain risk-based capital and leverage requirements under capital rules adopted by the Federal Reserve, the OCC, and the FDIC (the “Basel III Capital Rules”).

These rules implement the Basel III framework set forth by the Basel Committee on

Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

These rules implement the Basel III framework set forth by the Basel Committee on Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

The Basel III Capital Rules define qualifying capital instruments and specify minimum amounts of capital as a percentage of assets that banking organizations are required to maintain.

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On July 27, 2023, the federal banking regulators proposed revisions to the Basel III Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Basel III Capital Rules.

The proposal introduces revised credit risk, equity risk, operational risk, credit valuation adjustment risk, and market risk requirements, among other changes.

However, the revised capital requirements of the proposed rule would not apply to the Company or Old National Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.

The Federal Reserve has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal.

The revised capital requirements of the proposed rule would not apply to the Company or Old National Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.

The federal banking regulators have indicated that they expect to issue a revised proposal.

Prompt Corrective Action .

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The FDIA prohibits an insured depository institution from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited), unless it is well-capitalized or is adequately capitalized and receives a waiver from the FDIC.

A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing market areas.

A depository institution that is adequately capitalized and accepts brokered deposits under a waiver

from the FDIC may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing market areas.

The FDIA’s prompt corrective action provisions apply only to depository institutions, and not to bank holding companies.

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Limitations on Old National Bancorp’s ability to receive dividends from Old National Bank could have a material adverse effect on its liquidity and ability to pay dividends on its Common Stock and Preferred Stock or interest and principal on its debt, and ability to fund purchases of its Common Stock.

of the national bank’s retained net income year-to-date combined with its retained net income for the preceding two years.

Under OCC regulations, national banks generally may not declare a dividend in excess of the bank’s undivided profits or, absent OCC approval, if the total amount of dividends declared by the national bank in any calendar year exceeds the total of the national bank’s retained net income year-to-date combined with its retained net income for the preceding two years.

National banks also are prohibited from declaring or paying any dividend if, after making the dividend, the national bank would be considered “undercapitalized” (as defined by reference to other OCC regulations).

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The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practices.

Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low-income and moderate-income individuals and small businesses in those communities.

Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low-income and

moderate-income individuals and small businesses in those communities.

Federal and state regulators conduct CRA examinations on a regular basis to assess the performance of financial institutions and assign one of four ratings to the institution’s record of meeting the credit needs of its community.

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Old National Bank received a rating of “satisfactory” in its latest CRA examination.

In October 2023, the OCC, together with the Federal Reserve and FDIC, issued a joint final rule to modernize the CRA regulatory framework.

The final rule is intended, among other things, to adapt to changes in the banking industry, including the expanded role of mobile and online banking, and to tailor performance standards to account for differences in bank size and business models.

The final rule introduces new tests under which the performance of banks with over $2 billion in assets will be assessed.

The new rule also includes data collection and reporting requirements, some of which are applicable only to banks with over $10 billion in assets, such as Old National Bank.

Most provisions of the final rule will become effective on January 1, 2026, and the data reporting requirements will become effective on January 1, 2027.

The final rule is currently enjoined while a federal court considers a challenge to the rule.

Deposit Insurance .

A large majority of the deposits of Old National Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) which is administered by the FDIC.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or

unsound condition to continue operations, or violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.

FDIC assessment rates for large institutions that have more than $10 billion of assets, such as Old National Bank, are calculated based on a “scorecard” methodology, based primarily on the difference between the institution’s average of total assets and average tangible equity.

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

As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment.

As of September 30, 2025, the FDIC’s estimate of the total loss to be recovered through the special assessment was $16.7 billion.

Under the rule, the assessment base is the estimated uninsured deposits that an insured depository institution (“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 June 2024, due to the increased estimate of losses, the FDIC announced that it projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

The special assessments were to 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.

In December 2025, the FDIC reduced the rate at which the assessment is collected for the eighth quarter of the collection period, with an invoice payment date of March 30, 2026, from 3.36 basis points to 2.97 basis points.

The special assessments are tax deductible.

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

During the year ended December 31, 2025, Old National reduced the previously accrued FDIC special assessment by $3.0 million as the FDIC continues to adjust and refine its estimate of assessed losses.

Depositor Preference .

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Under regulatory guidance applicable to all banking organizations, incentive compensation policies must be consistent with safety and soundness principles.

Under this guidance, financial institutions must review their compensation programs to ensure that they:

Under this guidance, financial

institutions must review their compensation programs to ensure that they:

(i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors.

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In addition, regulations adopted by the federal banking agencies authorize, but do not require, an agency to order that an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan.

If, after being so notified, the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the agency must issue an order directing corrective actions and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of FDIA.

“prompt corrective action” provisions of FDIA.

If the institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties and cease and desist orders.

In December 2025, the OCC proposed to raise the threshold above which certain of its safety and soundness standards, known as “Heightened Standards,” apply—from $50 billion to $700 billion in total consolidated assets.

If adopted as proposed, Old National Bank would no longer be subject to the Heightened Standards, which include prescriptive requirements regarding covered banks’ risk governance frameworks and activities.

In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the FDIA.

The proposed definition would focus on whether the practice is likely to materially harm, or already has materially harmed, the financial condition of an institution.

The Federal Reserve has not issued a similar proposal.

Federal Home Loan Bank System.

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The Federal Home Loan Bank System provides a central credit facility primarily for member institutions.

As a member of the FHLBI, Old National Bank is required to acquire and hold a minimum amount of shares of capital stock of the FHLBI based on, among other things, the amounts of

residential mortgage loans and mortgage-backed securities held by Old National Bank, outstanding borrowings from the FHLBI and the outstanding principal balance of “Acquired Member Assets”, as defined by the FHLBI.

As a member of the FHLBI, Old National Bank is required to acquire and hold a minimum amount of shares of capital stock of the FHLBI based on, among other things, the amounts of residential mortgage loans and mortgage-backed securities held by Old National Bank, outstanding borrowings from the FHLBI and the outstanding principal balance of “Acquired Member Assets”, as defined by the FHLBI.

As of December 31, 2025, Old National Bank was in compliance with the minimum stock ownership requirement.

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However, a bank holding company is required to maintain a risk committee that approves and periodically reviews its risk management policies and oversees its risk management framework beginning on the first day of the ninth quarter following the date on which its average total consolidated assets equal or exceed $50 billion.

The Company’s total consolidated assets surpassed $50 billion this year but it already maintains a risk committee that performs these functions.

In addition, the OCC, as the regulator of national banks, has issued guidelines for national banks with more than $50 billion in assets, such as Old National Bank, that establish certain standards for the design and implementation of a risk governance framework.

The Company’s total consolidated assets surpassed $50 billion in 2024 but it already maintains a risk committee that performs these functions.

Resolution Planning.

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The amendments require IDIs with between $50 billion and $100 billion in assets to submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years.

The final rule became effective October 1, 2024, and Old National Bank’s first submission under the revised rule is due April 1, 2026.

The final rule became effective October 1, 2024.

On December 31, 2025, the FDIC indicated it will propose further amendments in 2026 and adjusted certain 2026 due dates until after a new final rule is issued.

Old National Bank’s first submission under the present rule is currently due April 1, 2026.

Volcker Rule.

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Climate-Related and Other ESG Developments.

In recent years, federal, state, and international lawmakers and regulators have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures, and practices in connection with climate change and other environmental, social, and governance (“ESG”) matters.

For example, in March 2024, the SEC finalized a rule requiring public issuers to provide certain climate-related disclosures in their SEC filings beginning in 2026 with respect to fiscal year 2025 for large accelerated filers like the Company;

however, the rule is currently stayed by the SEC pending the outcome of litigation challenging the rule.

In addition, several states in which the Company operates have enacted or proposed statutes or regulations addressing climate change and other ESG issues.

For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks.

In recent years, certain lawmakers and regulators in and outside the United States have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures, and practices in connection with climate change and other environmental, social, and governance (“ESG”) matters.

Several states in which the Company operates have enacted or proposed statutes or regulations addressing climate change and other ESG issues.

For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures beginning in 2026, including but not limited to greenhouse gas emissions data and climate-related risks.

On the other hand, certain states in which the Company operates have enacted “anti-ESG” statutes or regulations, or have proposed to enact, statutes that prohibit financial institutions from denying or canceling products or services to a person, or otherwise discriminating against a person in making available products or services, on the basis of social credit scores and certain other factors.

Additionally, in August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.

The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

Future Legislation and Regulation.

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AVAILABLE INFORMATION

All reports filed electronically by Old National with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, other information and amendments to those reports filed or furnished (as applicable), are accessible at no cost on Old National’s website at www.oldnational.com as soon as reasonably practicable after the electronic submission of such materials to the

In addition, the SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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 1. Business