What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-19 · 317 added, 253 removed, 2190 unchanged (21% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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In order to monitor compliance with this system of controls, Old National maintains an extensive internal audit program.

Internal audit reports are issued to appropriate officers and significant audit exceptions, if any, are reviewed with management and the Audit Committee.

The Board of Directors, through an Audit Committee comprised solely of independent directors, oversees management’s discharge of its financial reporting responsibilities.

Internal audit reports are issued to appropriate officers and significant audit exceptions, if any, are reviewed with management and the Audit Committee of the Board of Directors.

The Board of Directors, through its Audit Committee comprised solely of independent directors, oversees management’s discharge of its financial reporting responsibilities.

The Audit Committee meets regularly with Old National’s independent registered public accounting firm, Deloitte & Touche LLP, and managers responsible for financial reporting.

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Our consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report appears in this Annual Report on Form 10-K.

Our consolidated financial statements for the year ended December 31, 2022 have been audited by Crowe LLP, an independent registered public accounting firm, whose report also appears in this Annual Report on Form 10-K.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Old National Bancorp and subsidiaries (“Old National") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Old National as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Old National Bancorp and subsidiaries (“Old National”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Old National as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Old National ’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026 expressed an unqualified opinion on Old National’s internal control over financial reporting.

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Credit Losses on Loans (“ACL”) — Qualitative Factors — Refer to Note 1 and Note 4 of the Notes to Consolidated Financial Statements

Critical Audit Matter Description

Old National maintains the ACL as an estimate of expected credit losses over the expected contractual life of their loan portfolio.

Old National maintains the ACL as an estimate of expected credit losses over the expected contractual life of its loan portfolio.

The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components:

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• With the assistance of our credit specialists, we tested the mathematical accuracy of the ACL models used as the method for developing the qualitative adjustments

Acquisitions – Valuation of Acquired Loans — Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025, for total consideration of approximately $1.3 billion.

The Company accounted for the acquisition under the acquisition method of accounting.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of the acquisition, including loans receivable of $11.1 billion.

Management estimated the fair value of loans using a discounted cash flow method.

Determining the fair value of loans receivable requires management to make significant estimates and assumptions including the selection of valuation methodology, estimation of future cash flows, and the determination of key assumptions such as discount rates.

Auditing certain aspects of the fair value of loans receivable required a high degree of auditor judgment, and an increased extent of effort, including involving fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of acquired loans included the following, among others:

• We tested the design and operating effectiveness of controls over the valuation methodology used, including controls over significant assumptions such as discount rates used to calculate the present value of future cash flows

• We assessed the knowledge, skill, ability and objectivity of management’s valuation specialist and evaluated the work performed

• With the assistance of our fair value specialists, we evaluated:

◦ The mathematical accuracy of management’s calculations

◦ The reasonableness of the valuation methodology and

◦ The reasonableness of key valuation assumptions such as discount rates.

We developed a range of independent estimates and compared those to the rates selected by management.

• We tested the completeness and accuracy of the underlying loan data used in the valuation

• We considered any contradictory evidence that arose while performing our procedures, and whether or not this evidence was indicative of management bias

/s/ Deloitte & Touche LLP

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We have served as Old National’s auditor since 2023.

Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Old National Bancorp

Evansville, Indiana

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2022 of Old National Bancorp (the “Company”) and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company 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 the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

/s/ Crowe LLP

We served as the Company's auditor from 2005, which is the year the engagement letter was signed for the audit of the 2006 financial statements, through the filing of the 2022 Form 10-K, which was filed in February 2023.

Louisville, Kentucky

February 22, 2023

OLD NATIONAL BANCORP

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

Gain on sale of health savings accounts — — 90,673

Other income 70,308 49,020 39,955

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Amortization of tax credit investments 26,118 13,329 15,367

Property optimization — 1,559 26,818

Other expense 144,378 71,741 80,682

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Unrealized holding gains (losses) for the period 320,063 ( 21,205 ) ( 31,355 )

Reclassification for securities transferred to held-to-maturity — — 165,473

Reclassification adjustment for securities (gains) losses realized

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Change in securities held-to-maturity:

Adjustment for securities transferred from available-for-sale — — ( 165,473 )

Amortization of unrealized losses on securities transferred

Amortization of unrecognized losses on securities transferred

from available-for-sale 15,855 17,664 21,239

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Net income — — — 581,992 — 581,992

Other comprehensive income (loss) — — — — ( 784,047 ) ( 784,047 )

First Midwest Bancorp, Inc.

Issuance of common stock — 129,365 2,316,947 — — 2,446,312

Issuance of preferred stock, net of

issuance costs 230,500 — 13,219 — — 243,719

Other comprehensive income — — — — 47,613 47,613

Cash dividends:

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— — — ( 16,135 ) — ( 16,135 )

Common stock issued — 52 757 — — 809

Common stock issued for Employee

Stock Purchase Plan (“ESPP”) — 75 1,001 — — 1,076

Common stock repurchased — ( 2,640 ) ( 41,668 ) — — ( 44,308 )

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Net income — — — 539,188 — 539,188

Other comprehensive income (loss) — — — — 47,613 47,613

Other comprehensive loss — — — — ( 7,234 ) ( 7,234 )

Acquisition of CapStar Financial

Holdings, Inc.

— 24,014 393,584 — — 417,598

Cash dividends:

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— — — ( 16,135 ) — ( 16,135 )

Common stock issued — 75 1,001 — — 1,076

Common stock issued for ESPP — 62 972 — — 1,034

Common stock repurchased — ( 533 ) ( 8,351 ) — — ( 8,884 )

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Net income — — — 669,257 — 669,257

Other comprehensive income (loss) — — — — ( 7,234 ) ( 7,234 )

Acquisition of CapStar Financial

Holdings, Inc.

— 24,014 393,584 — — 417,598

Other comprehensive income — — — — 267,372 267,372

Acquisition of Bremer Financial

Corporation — 50,183 983,079 — — 1,033,262

Cash dividends:

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Common stock issued:

ESPP — 53 1,036 — — 1,089

Forward sale agreements — 21,905 421,331 — — 443,236

Common stock repurchased — ( 3,241 ) ( 68,558 ) — — ( 71,799 )

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Amortization of tax credit investments 26,118 13,329 15,367

Net premium amortization on investment securities 9,879 7,416 18,684

Accretion income related to acquired loans ( 42,952 ) ( 22,191 ) ( 72,007 )

Net (discount accretion) premium amortization ( 140,610 ) ( 33,073 ) ( 14,775 )

Share-based compensation expense 38,214 32,283 27,910

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

Gain on sale of health savings accounts — — ( 90,673 )

Net (gains) losses on sales of loans and other assets ( 11,271 ) ( 7,778 ) ( 3,074 )

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Cash received from merger, net 135,124 177,791 —

Sale of health savings accounts — — ( 290,857 )

Purchases of investment securities available-for-sale ( 4,636,828 ) ( 1,842,045 ) ( 1,084,416 )

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Common stock repurchased ( 71,799 ) ( 8,884 ) ( 44,308 )

Common stock issued 1,034 1,076 809

Common stock issued for ESPP 1,089 1,034 1,076

Common stock issued for forward sale agreements 443,236 — —

Net cash flows provided by (used in) financing activities 1,751,543 802,594 1,749,180

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Basis of Presentation

The accompanying consolidated financial statements include the accounts of Old National Bancorp and its wholly owned subsidiaries (hereinafter collectively referred to as “Old National”) and have been prepared in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry.

The accompanying consolidated financial statements include the accounts of Old National Bancorp and its wholly owned subsidiaries (hereinafter collectively referred to as “Old National”) and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and prevailing practices within the banking industry.

Such principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosures of contingent assets and liabilities at the date of the financial statements and amounts of revenues and expenses during the reporting period.

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Subsequent changes to the allowance for credit losses are recorded through provision for credit losses.

Any loans that are modified are reviewed by Old National to identify if a financial difficulty modification has occurred, which is when Old National modifies a loan related to a borrower experiencing financial difficulties.

Any loans that are modified are reviewed by Old National to determine if the loan should be classified as a financial difficulty modification, which is when Old National modifies a loan related to a borrower experiencing financial difficulties.

Terms may be modified to fit the ability of the borrower to repay in line with its current financial status.

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a reduction of the stated interest rate of the loan, an extension of the maturity date, a permanent reduction of the recorded investment of the loan, or an other-than-insignificant payment delay.

The adoption of Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023 eliminated the recognition and measurement of troubled debt restructurings (“TDRs”) and enhanced disclosures for modifications to loans related to borrowers experiencing financial difficulties.

Allowance for Credit Losses on Loans

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Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet.

The allowance for credit losses on loans held for investment and unfunded loan commitments is

adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

Accrued interest receivable is excluded from the estimate of credit losses.

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However, the recoverability of goodwill and other intangible assets are tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed.

Other intangible assets, including core deposits and customer

business relationships, are amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

Other intangible assets, including core deposits and customer business relationships, are amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

Company-Owned Life Insurance

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(2) the derivative expires, is sold, or terminated;

(3) the derivative instrument is de-

designated as a hedge because the forecasted transaction is no longer probable of occurring;

(3) the derivative instrument is de-designated as a hedge because the forecasted transaction is no longer probable of occurring;

(4) a hedged firm commitment no longer meets the definition of a firm commitment;

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A Black-Scholes model is utilized to estimate the fair value of stock options and appreciation rights, while the market price of our Common Stock at the date of grant is used for restricted stock awards.

The market price of our Common Stock at the date of grant less the present value of dividends expected to be paid during the performance period is used for restricted stock units where the performance measure is based on an internal performance measure.

The market price of our Common Stock at the date of grant less the present value of dividends expected to be paid during the performance period is used for restricted stock units where

the performance measure is based on an internal performance measure.

A third-party provider is used to value certain restricted stock units where the performance measure is based on total shareholder return.

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

The Company expects the special assessments to be tax deductible.

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.

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

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.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.

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Noncash Investing and Financing Activities:

Securities transferred from available-for-sale to held-to-maturity — — 2,986,736

Transfer of premises and equipment to assets held-for-sale ( 3,588 ) — —

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Finance lease right-of-use assets obtained in exchange for lease obligations 9,979 10,073 10,019

There were 24.0 million shares of Common Stock issued in conjunction with the acquisition of CapStar in April of 2024 totaling $ 417.6 million in shareholders’ equity .

There were 129.4 million shares of Common Stock issued in conjunction with the merger with First Midwest in February of 2022 totaling $ 2.4 billion in shareholders’ equity .

In addition, Old National issued 108,000 shares of Old National Series A Preferred Stock and 122,500 shares of Old National Series C Preferred Stock totaling $ 243.7 million in shareholders’ equity.

Old National issued 50.2 million shares of Common Stock in conjunction with the acquisition of Bremer Financial Corporation (“Bremer”) in May of 2025, adding $ 1.0 billion in shareholders’ equity .

Old National issued 24.0 million shares of Common Stock in conjunction with the acquisition of CapStar Financial Holdings, Inc.

(“CapStar”) in April of 2024, adding $ 417.6 million in shareholders’ equity .

Business Combinations

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Old National earns fees from deposit customers for transaction-based, account maintenance, and overdraft services.

Transaction-based fees and overdraft fees are recognized at a point in time,

since the customer generally has a right to cancel the depository arrangement at any time.

Transaction-based fees and overdraft fees are recognized at a point in time, since the customer generally has a right to cancel the depository arrangement at any time.

The arrangement is considered a day-to-day contract with ongoing renewals and optional purchases, so the duration of the contract does not extend beyond the services already performed.

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Old National earns interchange fees from cardholder transactions processed through card association networks.

Interchange rates are generally set by the card associations based upon purchase volumes and other factors.

Interchange rates are generally set by the card

associations based upon purchase volumes and other factors.

Interchange fees represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

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Accounting Guidance Adopted in 2025

Financial Accounting Standards Board (“FASB”) ASC 820 – In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The adoption of this guidance on January 1, 2024 did not have a material impact on the consolidated financial statements.

FASB ASC 323 – In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The adoption of this guidance on a modified retrospective basis on January 1, 2024 did not have a material impact on the consolidated financial statements.

FASB ASC 848 – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, the transition away from London Interbank Offered Rate (“LIBOR”) or other interbank offered rate on financial reporting.

The guidance is applicable only to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which defers the sunset date of relief provisions within Topic 848 from December 31, 2022 to December 31, 2024.

The objective of the guidance in Topic 848 is to provide relief during the transition period.

The amendments in this ASU are effective March 12, 2020 through December 31, 2024.

As of December 31, 2024, all of the Company’s LIBOR exposure was remediated.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

FASB ASC 280 – In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The adoption of this guidance did not have a material impact on the consolidated financial statements.

Accounting Guidance Pending Adoption

FASB ASC 740 – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 – In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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The amendments in this ASU are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Old National does not expect the adoption of this guidance will have a material impact on the consolidated financial statements.

The adoption of this guidance on January 1, 2025 did not have a material impact on the consolidated financial statements.

Accounting Guidance Pending Adoption

FASB ASC 220 – In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This ASU requires public companies to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period.

Specifically, public companies will be required to disclose the amounts of (a) purchases of inventory;

This ASU requires public business entities to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period.

Specifically, public business entities will be required to disclose the amounts of (a) purchases of inventory;

(b) employee compensation;

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and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption.

Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required under current U.S.

generally accepted accounting principles (“GAAP”).

Within the same tabular disclosure, an entity must disclose certain expense, gain, or loss amounts that are already required under current GAAP.

Further, an entity must disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

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The amendments in this ASU are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Old National does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

FASB ASC 805 and 810 – In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity .

The ASU revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15.

Previously, the accounting acquirer in such transactions was always the primary beneficiary.

The amendments in this ASU are effective for annual periods beginning after December 15, 2026, including interim periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an interim or annual reporting period.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 718 and 606 – In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer .

The ASU is intended to reduce diversity in practice and improve existing guidance,

primarily by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer.

In addition, the ASU clarifies that the guidance in ASC 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718).

The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 326 – In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this update introduce a practical expedient for all entities and an accounting policy election that is available to all entities other than public business entities related to applying ASC 326-20 to simplify the measurement of credit losses on current accounts receivable and current contract assets that occur from transactions accounted for under ASC 606.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Old National does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

FASB ASC 350 – In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU revises ASC 350-40 to clarify and modernize the accounting and disclosure requirements for software costs.

The new update eliminates ASC 350-50, which previously addressed website development costs, and incorporated its relevant guidance into ASC 350-40.

The ASU refines ASC 350-40, but it does not entirely integrate the accounting approach for internal-use software with that for externally sold software under ASC 985-20.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 326 – In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326):

Purchased Loans .

The ASU revises Topic 326 to simplify and improve the accounting for acquired financial assets.

The update expands the application of the gross-up approach to include purchased seasoned loans, eliminating the complexity and inconsistency created by having separate models for PCD and non-PCD assets.

Under the new guidance, the initial allowance for credit losses is added to the amortized cost basis rather than recorded as a Day 1 provision expense.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 815 – In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.

The ASU introduces clarifications to Topic 815 building on improvements from ASU 2017‑12, and addresses challenges arising from the global reference rate reform (i.e., the LIBOR transition).

The new guidance aims to reduce complexity in applying hedge accounting to transactions tied to an entity’s risk management activities and promotes consistency in accounting for forecasted transactions, interest rate flexibility, and nonfinancial components.

The update expands eligibility for hedge accounting by allowing groups of forecasted transactions with similar risk exposures, provides guidance for hedging interest payments on debt with selectable interest rate indexes, clarifies hedging of specified components of nonfinancial assets, and eases restrictions related to net written options and certain compound derivatives.

It also resolves presentation mismatches for certain foreign currency hedging relationships.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASC 270 – In December 2025, the FASB issued ASU 2025-11, Narrow-Scope Improvements .

The ASU revises Topic 270 to clarify and streamline interim reporting requirements under GAAP.

The update introduces a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end.

While the amendments refine the guidance and improve navigability, they do not expand or reduce existing disclosure requirements.

The ASU clarifies and improves the guidance on interim financial reporting in ASC 270 to make it easier for preparers and users of financial statements to navigate current GAAP requirements

without changing the fundamental nature or scope of interim reporting requirements.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

FASB ASU 2025-12 – In December 2025, the FASB issued ASU 2025-12, Codification Improvements .

The ASU issues guidance to clarify, correct errors in or make minor improvements to a broad range of topics, including EPS, leases, beneficial interests, treasury stock, and revenue guidance.

The guidance is part of the FASB’s ongoing codification improvements project to make technical corrections, clarifications, and other incremental improvements to GAAP.

The amendments, among other things, clarify the guidance in ASC 260 on how to calculate diluted earnings per share when an entity has a loss from continuing operations and a contract that may be settled in stock or cash that is reported as an asset or liability for accounting purposes.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

NOTE 2 – MERGER, ACQUISITION, AND DIVESTITURE ACTIVITY

CapStar Financial Holdings, Inc.

On April 1, 2024, Old National completed its acquisition of CapStar Financial Holdings, Inc.

(“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.

The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting.

The following table presents the preliminary valuation of the assets acquired and liabilities assumed and the fair value of consideration as of the merger date:

(dollars and shares in thousands) April 1,

Bremer Financial Corporation

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

Pursuant to the terms of the merger agreement, each outstanding share of Bremer common stock was converted into the right to receive (i) $ 26.22 in cash without interest, (ii) 4.182 shares of Old National common stock and (iii) cash in lieu of fractional shares.

In addition, on November 25, 2024, Old National entered into a forward sale agreement with Citibank, N.A.

(the “Forward Purchaser”) to issue 19,047,619 shares of Old National common stock for an aggregate offering amount of $ 400.0 million and entered into an underwriting agreement with Citigroup Global Markets Inc., as representative for the underwriters named therein (collectively, the “Underwriters”) and as forward seller (the “Forward Seller”), and the Forward Purchaser.

The Underwriters were also granted a 30-day option to purchase up to an additional 2,857,143 shares of Old National common stock.

On November 25, 2024, the Underwriters exercised this option in full, upon which Old National entered into an additional forward sale agreement to issue 2,857,143 shares of Old National common stock.

Old National physically settled in full the forward sale agreements on May 23, 2025 by delivering 21,904,762 shares of Old National common stock to the Forward Purchaser.

Old National received net proceeds from such sale of shares of Old National common stock and full physical settlement of the forward sale agreements of $ 443.2 million.

The assets acquired and liabilities assumed in the Company’s acquisition of Bremer, both intangible and tangible, were recorded at their estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting.

The following table presents the preliminary valuation of the assets acquired and liabilities assumed and the fair value of consideration as of the merger date and also includes certain reclassifications to conform to the current presentation in the Consolidated Balance Sheet:

(dollars and shares in thousands) May 1,

Cash and cash equivalents $ 449,757

Equity securities 26,070

Investment securities 2,811,108

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Deposits $ 12,862,357

FHLB advances 75,000

Securities sold under agreements to repurchase 49,131

Federal Home Loan Bank advances 1,559,227

Other borrowings 205,194

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Total consideration $ 1,347,895

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles.

Goodwill related to this merger will no t be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles and customer relationship intangibles.

The estimated fair value of the core deposit intangible was $ 397.1 million and is being amortized over an estimated useful life of 10 years.

The fair value of PCD assets was $ 610.7 million on the date of merger.

The gross contractual amounts receivable relating to the PCD assets was $ 679.3 million.

The estimated fair value of the customer relationship intangibles was $ 43.0 million and is being amortized over an estimated useful life of 12 years.

The fair value of PCD assets was $ 1.9 billion on the date of merger.

The gross contractual amounts receivable relating to the PCD assets was $ 2.1 billion.

Old National estimates, on the date of the merger, that $ 103.5 million of the contractual cash flows specific to the PCD assets will not be collected.

Transaction and integration costs associated with the CapStar merger have been expensed in 2024 totaling $ 26.3 million and additional transaction and integration costs will be expensed in future periods as incurred.

First Midwest Bancorp, Inc.

On February 15, 2022, Old National completed its merger of equals transaction with First Midwest Bancorp, Inc.

(“First Midwest”) pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock transaction.

The combined organization has a presence in additional Midwestern markets, strong commercial banking capabilities, a robust retail footprint, a significant wealth management platform, and an enhanced ability to attract talent.

The combined organization also creates the scale and profitability to accelerate digital and technology capabilities to drive future investments in consumer and commercial banking, as well as wealth management services.

As of December 31, 2022, Old National finalized its valuation of all assets acquired and liabilities assumed.

Merger-related costs associated with the Bremer acquisition have been expensed in 2025 totaling $ 132.6 million and additional merger-related and integration costs will be expensed in future periods as incurred.

As a result of the acquisition, Old National assumed sponsorship of Bremer’s defined benefit pension plan under which both plan participation and benefit accruals were subsequently frozen and the plan was then terminated.

The net pension asset associated with Bremer’s defined benefit pension plan is recorded in other assets on the consolidated balance sheet.

Pension costs were not material in 2025.

The Company’s results of operations in 2025 include the operating results of the acquired assets and assumed liabilities of Bremer subsequent to the acquisition on May 1, 2025.

Due to the integration of certain Bremer systems and processes since the acquisition date, the Company has determined that it is impractical to report the amounts of revenue and income before income taxes of legacy Bremer subsequent to the acquisition.

Summary of Unaudited Pro-Forma Financial Information

The following table presents supplemental unaudited pro-forma financial information as if the Bremer merger had occurred on January 1, 2024.

The pro-forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effective as of this assumed date.

(dollars in thousands) 2025 2024

Total revenues (1)

$ 2,774,625 $ 2,654,849

Income before income taxes 1,093,740 635,364

(1) Includes net interest income and total noninterest income .

Supplemental pro-forma income for 2025 was adjusted to exclude $ 132.6 million of merger-related costs, $ 6.5 million of provision for credit losses on unfunded loan commitments, and $ 69.1 million of provision for credit losses to establish an allowance for credit losses on non-PCD loans acquired as well as a $ 5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan.

Supplemental pro-forma income for 2024 was adjusted to include these costs.

CapStar Financial Holdings, Inc.

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

As of March 31, 2025, Old National finalized its valuation of all assets acquired and liabilities assumed.

The following table presents a summary of the assets acquired and liabilities assumed, net of the fair value adjustments and the fair value of consideration as of the merger date:

(dollars and shares in thousands) February 15,

(dollars and shares in thousands) April 1,

Cash and cash equivalents $ 177,791

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Premises and equipment 22,481

Operating lease right-of-use assets 129,698

Accrued interest receivable 53,502

Goodwill 176,535

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Deposits $ 2,560,124

Securities sold under agreements to repurchase 135,194

FHLB advances 75,000

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Fair value of consideration

Preferred stock $ 243,870

Common stock ( 24,014 shares issued at $ 17.41 per share)

Total consideration $ 417,598

Transaction and integrations costs totaling $ 8.5 million primarily associated with the merger have been expensed in 2024, compared to $ 28.7 million in 2023, and $ 120.9 million in 2022.

As a result of the merger, Old National assumed sponsorship of First Midwest’s defined benefit pension plan (the “Pension Plan”) under which both plan participation and benefit accruals had been previously frozen.

The Pension Plan was terminated in November 2022, which included the settlement of benefit obligations associated with the Pension Plan.

At December 31, 2024 and December 31, 2023, there were no remaining Pension Plan assets.

Pension costs were not material in 2024 or 2023.

Pending Acquisition

Bremer Financial Corporation

On November 25, 2024, Old National entered into a definitive agreement and plan of merger pursuant to which Old National will acquire Bremer Financial Corporation (“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.

In addition, on November 25, 2024, Old National announced that it entered into a forward sale agreement with Citibank, N.A.

(the “Forward Purchaser”) to issue 19,047,619 shares of Old National common stock for an aggregate offering amount of $ 400.0 million and entered into an underwriting agreement with Citigroup Global Markets Inc., as representative for the underwriters named therein (collectively, the “Underwriters”), the Forward Purchaser, and Citigroup Global Markets Inc., as forward seller (the “Forward Seller”).

The Underwriters were also granted a 30-day option to purchase up to an additional 2,857,143 shares of Old National common stock.

On November 25, 2024, the Underwriters exercised this option in full, upon which Old National entered into an additional forward sale agreement to issue 2,857,143 shares of Old National common stock.

The Company did not initially receive any proceeds from the sale of the Company’s common stock sold by the Forward Seller to the Underwriters.

Old National expects to physically settle the forward sale agreements (by the delivery of shares of Old National common stock) and receive proceeds from the sale of those shares of Old National common stock upon one or more forward settlement dates within approximately 12 months from the date of the forward sale agreements at the then applicable forward sale price.

The forward sale agreements are classified as equity instruments under ASC 815-40 Contracts in Entity’s Own Equity.

Transaction costs totaling $ 2.5 million associated with the merger have been expensed in 2024 and additional transaction and integration costs will be expensed in future periods as incurred.

On November 18, 2022, Old National sold its 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 resulted in a $ 90.7 million pre-tax gain.

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 associated with valuation adjustments related to these locations totaling $ 26.8 million and $ 1.6 million for the years ended December 31, 2022 and 2023, respectively, and were recorded in noninterest expense.

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles.

The estimated fair value of the core deposit intangible was $ 46.1 million and is being amortized over an estimated useful life of 10 years.

The fair value of PCD assets was $ 610.7 million on the date of merger.

The gross contractual amounts receivable relating to the PCD assets was $ 679.3 million.

Old National estimates, on the date of the merger, that $ 26.7 million of the contractual cash flows specific to the PCD assets will not be collected.

Merger-related costs primarily associated with the CapStar acquisition totaling $ 3.6 million have been expensed in 2025, compared to $ 26.3 million in 2024.

Additional merger-related and integration costs will be expensed in future periods as incurred.

NOTE 3 – INVESTMENT SECURITIES

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government and its agencies and U.S.

government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of stockholder’s equity as of December 31, 2024.

At December 31, 2023, the only aggregate market value of the Company’s investment securities greater than 10% of shareholders’ equity were issued by Indiana and its political subdivisions totaling $ 600.9 million, which represented 10.8 % of shareholders’ equity.

Of the bonds issued by Indiana, 99.6 % were rated “BBB+” or better, and the remaining 0.4 % generally represented pre-refunded positions.

government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of stockholder’s equity as of December 31, 2025 or December 31, 2024.

The table below shows the amortized cost and fair value of the investment securities portfolio by contractual maturity.

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Held-to-Maturity

Within one year $ 18,432 $ 18,419 3.21 %

One to five years 54,147 50,352 2.03 %

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Old National’s equity securities with readily determinable fair values totaled $ 128.9 million at December 31, 2025 and $ 92.0 million at December 31, 2024.

There were gains on equity securities of $ 0.9 million during 2024, gains on equity securities of $ 21.5 million during 2023, and losses on equity securities of $ 4.9 million during 2022 recorded in noninterest income.

There were gains on equity securities recorded in noninterest income of $ 0.9 million, $ 0.9 million, and $ 21.5 million during 2025, 2024, and 2023, respectively.

Alternative Investments

Old National has alternative investments without readily determinable fair values that are included in other assets totaling $ 609.2 million at December 31, 2024 and $ 449.3 million at December 31, 2023.

These investments consisted of $ 318.5 million of illiquid investments of partnerships, limited liability companies, and other ownership interests that support affordable housing and $ 290.7 million of economic development and community revitalization initiatives in low-to-moderate income neighborhoods, compared to $ 252.2 million and $ 197.1 million for the same investment types, respectively, at December 31, 2023.

There were no impairments or adjustments on equity securities without readily determinable fair values, except for amortization of tax credit investments during 2024, 2023, and 2022.

Old National has alternative investments without readily determinable fair values that are included in other assets totaling $ 1.0 billion at December 31, 2025 and $ 609.2 million at December 31, 2024.

These investments consisted of $ 606.5 million of illiquid investments of partnerships, limited liability companies, and other ownership interests that support affordable housing and $ 410.0 million of economic development and community revitalization initiatives in low-to-moderate income neighborhoods at December 31, 2025, compared to $ 318.5 million and $ 290.7 million for the same investment types, respectively, at December 31, 2024.

There have been no impairments or adjustments on equity securities without readily determinable fair values, except for amortization of tax credit investments during 2025, 2024, and 2023.

See Note 9 to the consolidated financial statements for detail regarding these investments.

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(1) Includes direct finance leases of $ 75.1 million at December 31, 2025 and $ 120.6 million at December 31, 2024.

(2) Includes unearned income of $ 163.3 million at December 31, 2024 and $ 93.7 million at December 31, 2023.

(2) Includes unamortized premiums and discounts, and unamortized deferred fees and costs of $ 540.1 million at December 31, 2025 and $ 163.3 million at December 31, 2024.

The risk characteristics of each loan portfolio segment are as follows:

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Credit loss assumptions used when computing the level of expected credit losses are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future.

The base forecast scenario considers unemployment, gross domestic product, and the BBB ratio (BBB spread to the 10-year U.S.

The base forecast scenario considers unemployment, gross domestic product, home price index, and the BBB ratio (BBB spread to the 10-year U.S.

Treasury rate).

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Total $ 303,671 $ — $ ( 68,463 ) $ 12,553 $ 59,849 $ 307,610

The allowance for credit losses on loans at December 31, 2025 included $ 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 the year ended December 31, 2025 included $ 69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired.

The allowance for credit losses on loans at December 31, 2024 included $ 26.7 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the CapStar acquisition date.

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Loans categorized as special mention have a potential weakness that deserves management’s close attention.

If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of Old National’s credit position at some future date.

Classified – Substandard .

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Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

They are characterized by the distinct possibility that Old National will sustain some loss if the deficiencies are not corrected.

Classified – Nonaccrual .

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Pass rated loans are those loans that are other than special mention, classified – substandard, classified – nonaccrual, or classified – doubtful.

The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real estate, and BBCC loans by loan portfolio segment, class of loan, and origination year:

The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real estate, and BBCC loans by class of loan and origination year:

Origination Year Revolving to Term

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Total gross charge-offs $ 3,667 $ 17,871 $ 15,857 $ 11,184 $ 5,052 $ 14,405 $ 3,268 $ 71,304

Origination Year

2023 2022 2021 2020 2019 Prior Revolving Total

Year Ended December 31, 2023

Commercial $ — $ 6,475 $ 24,022 $ 120 $ 7,245 $ 2,880 $ 709 $ 41,451

Commercial real estate — 54 2,808 2,144 — 6,192 — 11,198

BBCC 670 548 362 70 — — — 1,650

Residential real estate — — — — — 256 — 256

Indirect 271 1,447 787 159 152 132 — 2,948

Direct 173 1,899 2,367 746 1,207 543 3,582 10,517

Home equity — — — 35 — 408 — 443

Total gross charge-offs $ 1,114 $ 10,423 $ 30,346 $ 3,274 $ 8,604 $ 10,411 $ 4,291 $ 68,463

Nonaccrual and Past Due Loans

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The class of loan represents the primary collateral type associated with the loan.

Significant quarter-over-quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value.

Significant period-over-period changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value.

The following table presents the amortized cost basis of collateral dependent loans by class of loan :

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Extension Payment

Delay Interest

Reduction Total

Year Ended December 31, 2025

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Total $ 195,313 $ 7,303 $ — 0.5 %

Year Ended December 31, 2023

Commercial $ 21,631 $ — $ — 0.2 %

Commercial real estate 121,529 — — 0.9 %

Total $ 143,160 $ — $ — 0.4 %

Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts.

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(in months) Weighted-

Interest Rate

Year Ended December 31, 2025

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Commercial real estate 7.2 7.0 — %

Total 7.2 6.4 — %

Year Ended December 31, 2023

Commercial 6.1 — — %

Commercial real estate 8.6 — — %

Total 8.2 — — %

There were payment defaults on $ 6.5 million of loans during the year ended December 31, 2025 to borrowers whose loans were modified due to financial difficulties within the previous twelve months.

There were payment defaults on $ 8.8 million of loans during the year ended December 31, 2024 to borrowers whose loans were modified due to financial difficulties within the previous twelve months.

The payment defaults did not materially impact the allowance for credit losses on loans.

There were no material payment defaults on these loans subsequent to their modifications during the year ended December 31, 2023.

At December 31, 2024, Old National had no t committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties.

Old National had no t committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties at December 31, 2025 or December 31, 2024.

Purchased Credit Deteriorated Loans

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The carrying amount of those loans is as follows:

(dollars in thousands) CapStar (1)

(dollars in thousands) Bremer (1)

Purchase price of loans at acquisition $ 1,876,226 $ 610,691

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Par value of acquired loans at acquisition $ 2,055,598 $ 679,302

(1) Old National acquired Bremer effective May 1, 2025.

(2) Old National acquired CapStar effective April 1, 2024.

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Premises and equipment, net $ 690,824 $ 588,970

During 2025, Old National recorded $ 100.0 million of premises and equipment associated with the acquisition of Bremer.

See Note 2 to the consolidated financial statements for additional detail regarding this transaction.

Depreciation expense was $ 44.9 million in 2025, $ 38.1 million in 2024, and $ 38.2 million in 2023.

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Variable lease payments that are dependent on an index or a rate are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability.

Variable lease payments that are not dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit and loss when incurred.

Variable lease payments that are not dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit

and loss when incurred.

Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time.

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For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.

Variable lease one-time costs that are not dependent upon an index or a rate are included in noninterest expense.

For certain equipment leases, Old National accounts for the lease and non-lease components as a single lease component using the practical expedient available for that class of assets.

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Balance at end of period $ 2,425,700 $ 2,175,251 $ 1,998,716

During 2025, Old National recorded $ 250.4 million of goodwill associated with the acquisition of Bremer.

During 2024, Old National recorded $ 176.5 million of goodwill associated with the acquisition of CapStar.

During 2022, Old National recorded $ 961.7 million of goodwill associated with the First Midwest merger.

See Note 2 to the consolidated financial statements for additional detail regarding these transactions.

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Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years.

During 2025, Old National recorded $ 397.1 million of core deposit intangibles and $ 43.0 million of customer relationship intangibles associated with the acquisition of Bremer.

During 2024, Old National recorded $ 46.1 million of core deposit intangibles associated with the acquisition of CapStar.

During 2022, Old National recorded $ 77.9 million of core deposit intangibles and $ 39.7 million of customer trust relationships intangible associated with the First Midwest merger.

Old National reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.

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Loan servicing rights are included in other assets on the balance sheet.

At December 31, 2024, loan servicing rights derived from mortgage loans sold with servicing retained totaled $ 40.9 million, compared to $ 35.8 million at December 31, 2023.

Loans serviced for others are not reported as assets.

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Loan servicing rights, net $ 68,414 $ 40,936 $ 35,789

(1) Additions in 2025 included loan servicing rights of $ 22.7 million acquired in the Bremer transaction on May 1, 2025.

Additions in 2024 included loan servicing rights of $ 2.7 million acquired in the CapStar transaction on April 1, 2024.

Additions in 2022 included loan servicing rights of $ 7.7 million acquired in the First Midwest merger on February 15, 2022.

At December 31, 2025, the fair value of servicing rights was $ 82.6 million, which was determined using a discount rate of 9 % and a conditional prepayment rate of 9 %.

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Federal Historic Tax Credit (“FHTC”) Proportional amortization 23,964 16,505 30,835 24,869

30,835 24,869 34,220 27,421

New Markets Tax Credit (“NMTC”) Consolidation 128,325 — 60,462 —

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(1) All commitments will be paid by Old National by December 31, 2040.

(2) Old National’s FHTC investments were previously accounted for under the Equity method of accounting prior to the adoption of ASU 2023-02 on January 1, 2024.

The following table summarizes the amortization expense and tax benefit recognized for Old National’s qualified affordable housing projects and other tax credit investments:

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NMTC 26,066 ( 31,565 )

Renewable Energy 197 —

Total $ 46,133 $ ( 57,501 )

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variable rates 3.65 % to 3.79 %) maturing

January 2025 to March 2044

February 2026 to January 2045

$ 6,230,200 $ 4,475,285

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$ 150,000 $ 150,000

Subordinated debentures (fixed rate 5.25 %) maturing June 2030

Subordinated debentures redeemed in September 2025

Junior subordinated debentures (rates of 5.38 % to 7.68 %)

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198,499 136,643

Senior unsecured notes (fixed rate 4.13 %) matured August 2024

Unamortized debt issuance costs related to senior unsecured notes — ( 91 )

Other basis adjustments 7,891 13,049

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Finance lease liabilities 25,798 24,822

Subordinated debentures (3-month Secured Overnight Financing Rate (“SOFR”)

variable rate 9.21 %) maturing October 2025

12,000 12,000

Subordinated debentures matured in October 2025 — 12,000

Leveraged loans for NMTC (fixed rates of 1.00 % to 7.25 %)

maturing December 2046 to June 2060

maturing December 2027 to December 2060

459,452 210,251

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5.38 % December 15, 2035

Bremer Statutory Trust II June 2006 61,856 3-month SOFR plus 1.60 %

5.65 % June 1, 2036

Home Federal Statutory

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See Note 6 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities.

Subsequent Event – Subordinated Notes Issued

On January 29, 2026, Old National completed the issuance and sale of $ 450.0 million aggregate principal amount of its 5.768 % fixed-to-floating rate subordinated notes due 2036 (the “Notes”).

From the date of issuance to February 15, 2031, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 5.768 % per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026.

From February 15, 2031 to the maturity date of February 15, 2036, or earlier redemption date, the Notes will bear interest at a floating rate per year equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus 220 basis points, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, commencing on May 15, 2031.

The Company intends to use the net proceeds from this offering for general corporate purposes.

NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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(dollars in thousands) Unrealized

Securities Unrealized

Available-for-Sale Debt

Securities Unrecognized

Held-to-Maturity

Securities Gains and

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$ ( 27 ) $ ( 157 ) $ ( 4,645 ) Net income

Amortization of unrealized losses on

Amortization of unrecognized losses on

held-to-maturity securities transferred

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Years Ended December 31,

(dollars in thousands) 2024 2023 2022

Provision at statutory rate of 21%

2025 2024 2023

Tax-exempt income:

Tax-exempt interest ( 19,439 ) ( 18,582 ) ( 14,588 )

Section 291/265 interest disallowance 3,620 2,392 363

Company-owned life insurance income ( 4,428 ) ( 3,125 ) ( 2,891 )

Tax-exempt income ( 20,247 ) ( 19,315 ) ( 17,116 )

(dollars in thousands) Amount Percent Amount Percent Amount Percent

Provision at statutory rate $ 176,693 21.0 % $ 142,892 21.0 % $ 157,774 21.0 %

State income taxes 32,948 3.9 19,619 2.9 31,164 4.1

Tax credit investments - federal:

Officer compensation limitation 4,154 4,685 5,903

Non-deductible FDIC premiums 8,754 7,912 3,805

New market tax credits ( 24,881 ) ( 3.0 ) ( 12,476 ) ( 1.8 ) ( 7,545 ) ( 1.0 )

Other tax credit investments ( 3,439 ) ( 0.4 ) ( 2,353 ) ( 0.3 ) ( 4,645 ) ( 0.6 )

Nontaxable or nondeductible items:

Tax-exempt interest ( 22,518 ) ( 2.7 ) ( 19,439 ) ( 2.9 ) ( 18,582 ) ( 2.5 )

FDIC premiums 10,792 1.3 8,754 1.3 7,912 1.1

Other nontaxable or nondeductible items 1,762 0.2 2,772 0.4 2,816 0.4

Change in uncertain tax positions 374 — ( 2,811 ) ( 0.4 ) ( 832 ) ( 0.1 )

Other, net 405 — 4,292 0.6 1,248 0.2

Income tax expense $ 172,136 20.5 % $ 141,250 20.8 % $ 169,310 22.5 %

Effective tax rate 20.8 % 22.5 % 21.4 %

The provision for income taxes consisted of the following components:

1 unchanged sentence

(dollars in thousands) 2025 2024 2023

Current expense:

Income taxes currently payable:

Federal $ 62,964 $ 99,532 $ 121,428

State 27,146 21,317 37,331

Deferred expense:

Deferred income taxes related to:

Federal 66,601 14,956 7,941

2 unchanged sentences

Income tax expense $ 172,136 $ 141,250 $ 169,310

Illinois and Minnesota collectively represented more than 50% of the Company’s state income tax expense for the year ended December 31, 2025 presented in the table above, which reflects the Company’s operations and taxable income generated within these jurisdictions.

Net Deferred Tax Assets

3 unchanged sentences

Deferred Tax Assets

Unrealized losses on available-for-sale investment securities $ 222,467 $ 217,018

Allowance for credit losses on loans, net of recapture $ 157,121 $ 105,475

Operating lease liabilities 57,495 57,996

Acquired loans 152,407 49,093

Unrealized losses on available-for-sale investment securities 141,993 222,467

Operating lease liabilities 65,656 57,495

Benefit plan accruals 43,871 40,089

Unrealized losses on held-to-maturity investment securities 27,664 32,150

Net operating loss carryforwards 28,327 19,601

Purchase accounting 10,062 22,473

Unrealized losses on held-to-maturity investment securities 23,640 27,664

FDIC deductible premiums 790 3,766

Purchase accounting assets — 10,062

Other, net 4,550 6,658

2 unchanged sentences

Operating lease right-of-use assets ( 60,676 ) ( 52,441 )

Premises and equipment ( 13,358 ) ( 12,141 )

Purchase accounting liabilities ( 31,694 ) —

Loan servicing rights ( 17,453 ) ( 10,012 )

Premises and equipment ( 16,388 ) ( 13,358 )

Unrealized gains on hedges ( 7,343 ) ( 1,505 )

Prepaid expenses ( 5,685 ) ( 3,982 )

Tax credit investments and other partnerships ( 1,809 ) ( 2,310 )

Unrealized gains on hedges ( 1,505 ) ( 3,202 )

Deferred loan origination fees — ( 2,361 )

Other, net ( 4,138 ) ( 2,315 )

13 unchanged sentences

Unrecognized Tax Benefits

Old National has unrecognized tax benefits due to the merger with First Midwest.

The following table presents the changes in the carrying amount of unrecognized tax benefits:

4 unchanged sentences

Additions based on tax positions related to prior years 2,152 — 60

Reductions for tax positions relating to prior years — — ( 2,751 )

Reductions due to statute of limitations expiring ( 1,579 ) ( 2,961 ) ( 1,112 )

1 unchanged sentence

If recognized, approximately $ 13.4 million of unrecognized tax benefits, net of interest, would favorably affect the effective income tax rate in future periods.

Old National expects the $ 5.6 million of unrecognized tax benefits to be reduced to $ 5.0 million in the next twelve months.

It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in their respective federal or state income tax accounts.

Interest and penalties recorded and accrued in 2024 and 2023 were immaterial.

Interest and penalties recorded and accrued totaled $ 1.2 million at December 31, 2025.

Old National and its subsidiaries file a consolidated U.S.

1 unchanged sentence

The 2021 through 2024 tax years are open and subject to examination.

Income Taxes Paid

The following table presents the amount of income taxes paid (net of refunds received) disaggregated by federal and state taxes:

Years Ended December 31,

(dollars in thousands) 2025 2024 2023

Jurisdiction Type Jurisdiction Income Taxes Paid

(Net of Refunds)

Federal Federal $ 116,600 $ 78,639 $ 137,386

State Minnesota 15,090 5,225 8,600

State Illinois 13,500 2,500 28,200

State All others 9,103 14,212 16,117

Total $ 154,293 $ 100,576 $ 190,303

NOTE 16 – SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS

6 unchanged sentences

Restricted Stock Awards

Restricted stock awards require certain continued service requirements to be met and shares generally vest, depending on the award terms, annually over a three-year period, at the end of a one-year period, cliff vest in three years from the grant date, or vest 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

Restricted stock awards require certain continued service requirements to be met and shares generally vest, depending on the award terms, annually over a three-year period.

Compensation expense is recognized on a straight-line basis over the vesting period.

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Any shares awarded to directors are anticipated to be issued from the ICP.

In 2024, 26 thousand shares were issued to directors, compared to 41 thousand shares in 2023, and 19 thousand shares in 2022.

In 2025, 27,000 shares were issued to directors, compared to 26,000 shares in 2024, and 41,000 shares in 2023.

Employee Stock Ownership Plan

4 unchanged sentences

In 2024, Old National made a discretionary employer cash contribution of 4 % of participants’ eligible 2023 compensation.

There were no designated discretionary

contributions in 2023 or 2022.

There were no designated discretionary contributions in 2025 or 2023.

All contributions vest immediately, and plan participants may elect to redirect funds among any of the investment options provided under the 401( k) Plan.

14 unchanged sentences

Share Repurchase Program

In the first quarter of 2024, the Board of Directors approved a stock repurchase program that authorized the Company to repurchase up to $ 200 million of the Company’s outstanding shares of Common Stock, as conditions warrant, through February 28, 2025.

During 2024, no common shares were repurchased under the plan.

On February 19, 2025, the Board of Directors approved a new stock repurchase program, under which the Company is authorized to repurchase up to $ 200 million of its outstanding common stock through February 28, 2026.

This new stock repurchase program replaces the prior $ 200 million program, which was scheduled to expire February 28, 2025.

In the first quarter of 2025, the Board of Directors approved a share repurchase program that authorized the Company to repurchase up to $ 200 million of the Company’s outstanding shares of Common Stock, as conditions warrant, through February 28, 2026.

During 2025, 2.2 million common shares were repurchased under the plan.

In the first quarter of 2026, the Board of Directors approved a new share repurchase program, under which the Company is authorized to repurchase up to $ 400 million of its outstanding shares of common stock through February 28, 2027.

This new share repurchase program replaces the prior $ 200 million program, which was scheduled to expire February 28, 2026.

Net Income per Common Share

14 unchanged sentences

Restricted stock 1,951 1,502 1,107

Stock appreciation rights — — 7

Weighted average diluted shares outstanding 365,464 311,001 291,855

1 unchanged sentence

Diluted Net Income Per Common Share $ 1.79 $ 1.68 $ 1.94

(1) Old National had potentially dilutive shares from forward sale contracts for the year ended December 31, 2024 that were determined to be antidilutive and have been excluded from the calculation of diluted net income per share.

(1) Old National had potentially dilutive shares from forward sale contracts for the year ended December 31, 2024 that were determined to be antidilutive and were excluded from the calculation of diluted net income per share.

Old National received net proceeds from the sale of shares of Old National common stock and full physical settlement of the forward sale agreements in 2025.

NOTE 18 – FAIR VALUE

90 unchanged sentences

Commercial real estate 975 — — 975

Residential 244 — — 244

At December 31, 2024, commercial and commercial real estate loans that were deemed collateral dependent had a principal amount of $ 213.8 million, with a valuation allowance of $ 58.7 million.

31 unchanged sentences

Foreclosed Assets

Commercial real estate 1,669 Fair value of collateral Discount for type of property,

Commercial real estate (2)

975 Fair value of collateral Discount for type of property,

age of appraisal, and current status 28 %

Residential (2)

244 Fair value of collateral Discount for type of property,

age of appraisal, and current status 24 %

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

(2) There was only one foreclosed commercial real estate property and one foreclosed residential real estate property at December 31, 2024 with write-downs during 2024, so no range or weighted average is reported.

(2) There was only one foreclosed commercial real estate property and one foreclosed residential real estate property at December 31, 2025 and December 31, 2024 with write-downs during 2025 and 2024, so no range or weighted average is reported.

Fair Value Option

6 unchanged sentences

None of these loans are 90 days or more past due, nor are any on nonaccrual status.

Included in the income statement is interest income for loans held-for-sale totaling $ 2.3 million in 2024, $ 1.2 million in 2023, and $ 1.8 million in 2022.

Interest income for loans held-for-sale is included in the income statement totaling $ 3.6 million in 2025, $ 2.3 million in 2024, and $ 1.2 million in 2023.

Newly originated conforming fixed-rate and adjustable-rate first mortgage loans are intended for sale and are hedged with derivative instruments.

Old National has only elected the fair value option for other instruments in order to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification.

Old National has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification.

The fair value option was not elected for loans held for investment.

86 unchanged sentences

NOTE 19 – DERIVATIVE FINANCIAL INSTRUMENTS

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, and floors.

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate contracts such as swaps, collars, and floors.

The notional amount does not represent amounts exchanged by the parties.

12 unchanged sentences

changes in fair value are recognized concurrently in earnings.

As long as a hedging instrument is designated, and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100 % of the periodic changes in fair value of the hedging instrument are accounted for as outlined above.

This is the case whether or not economic mismatches exist in the hedging

relationship.

accounted for as outlined above.

This is the case whether or not economic mismatches exist in the hedging relationship.

As a result, there is no periodic measurement or recognition of ineffectiveness.

2 unchanged sentences

Cash Flow Hedges

Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $ 150.0 million notional amount at both December 31, 2024 and December 31, 2023.

Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $ 50.0 million notional amount at December 31, 2025 and $ 150.0 million notional amount at December 31, 2024.

Interest rate swaps, collars, and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $ 2.3 billion notional amount at December 31, 2025 and $ 1.9 billion notional amount at December 31, 2024.

8 unchanged sentences

Fair Value Hedges

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 1.1 billion notional amount at December 31, 2024 and $ 900.0 million notional amount at December 31, 2023.

Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $ 927.4 million notional amount at December 31, 2024 and $ 998.1 million notional amount at December 31, 2023.

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 1.1 billion notional amount at both December 31, 2025 and December 31, 2024.

Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $ 927.4 million notional amount at both December 31, 2025 and December 31, 2024.

The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.

48 unchanged sentences

Years Ended December 31, Years Ended December 31,

2024 2023 2022 2024 2023 2022

(dollars in thousands) 2025 2024 2023 2025 2024 2023

Derivatives in

19 unchanged sentences

These derivative contracts do not qualify for hedge

These instruments include interest rate swaps and collars.

These instruments include interest rate swaps, caps, and collars.

Commonly, Old National will economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.

38 unchanged sentences

The following table presents the fair value of the Company’s derivatives and offsetting positions:

December 31, 2025 December 31, 2024

(dollars in thousands) Assets Liabilities Assets Liabilities

4 unchanged sentences

Offsetting derivative positions ( 78,172 ) ( 78,172 ) ( 24,098 ) ( 24,098 )

Cash collateral pledged — ( 112,499 ) — ( 97,840 )

Cash collateral received or pledged ( 17,670 ) ( 28,689 ) — ( 112,499 )

Net credit exposure $ 74,986 $ 152,107 $ 122,380 $ 107,716

17 unchanged sentences

(2) Notional amount, which represents the maximum amount of future funding requirements.

The carrying value was $ 1.7 million at December 31, 2024 and $ 1.3 million at December 31, 2023.

The carrying value was $ 1.7 million at both December 31, 2025 and December 31, 2024.

At December 31, 2025, approximately 3 % of the unfunded loan commitments had fixed rates, with the remainder having floating rates ranging from 0.01 % to 20.74 %.

The allowance for unfunded loan commitments totaled $ 35.6 million at December 31, 2025 and $ 21.7 million at December 31, 2024.

Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of $ 730.5 million at December 31, 2024 and $ 557.8 million at December 31, 2023.

Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of $ 1.3 billion at December 31, 2025 and $ 730.5 million at December 31, 2024.

Visa Class B Restricted Shares

1 unchanged sentence

During the fourth quarter of 2023, Old National sold the 65,466 Class B shares and recognized a $ 21.6 million pre-tax gain.

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

Prior to the sale, the shares were carried at a 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.

1 unchanged sentence

Restrictions on Cash and Due from Banks

Old National did no t have cash and due from banks which was held as collateral for collateralized swap positions at December 31, 2024, compared to $ 0.3 million at December 31, 2023.

Old National records the net of cash collateral received or pledged for collateralized swap positions.

See Note 19 to the consolidated financial statements for additional information regarding cash and due from banks that was received or pledged as collateral on a gross basis at December 31, 2025 and December 31, 2024.

Restrictions on Transfers from Bank Subsidiary

2 unchanged sentences

Prior regulatory approval to pay dividends was not required in 2023, 2024, or 2025 and is not currently required.

A bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered “undercapitalized” (as defined by reference to the Office of the Comptroller of the Currency’s (“OCC’s”) capital

regulations).

At December 31, 2025, Old National Bank could pay dividends of $ 803.3 million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.

48 unchanged sentences

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of current expected credit loss (“CECL”) guidance.

The final rules provide banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option).

The final rules provided banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option).

Old National adopted the capital transition relief over the permissible five-year period.

This five-year transition option is no longer applicable for periods subsequent to December 31, 2024.

NOTE 22 – PARENT COMPANY FINANCIAL STATEMENTS

53 unchanged sentences

Net cash and cash equivalents of acquisitions ( 367,143 ) — —

Proceeds from sales of investment securities 13,000 — —

Proceeds from sales of equity securities 5,999 — —

Purchase of equity securities ( 7,244 ) ( 17,773 ) —

Purchases of investment securities — — ( 9,000 )

Purchases of equity securities ( 7,723 ) ( 7,244 ) ( 17,773 )

Purchases of premises and equipment ( 321 ) ( 76 ) ( 8 )

4 unchanged sentences

Common stock repurchased ( 71,799 ) ( 8,884 ) ( 44,308 )

Common stock issued 1,034 1,076 809

Common stock issued for ESPP 1,089 1,034 1,076

Common stock issued for forward sale agreements 443,236 — —

Net cash flows provided by (used in) financing activities 117,409 ( 374,000 ) ( 223,262 )

11 unchanged sentences

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.

The CODM uses consolidated net income to monitor results, evaluate budget-to-actual variances, perform competitive analyses that benchmark the Company to competitors, and determine whether to reinvest earnings in the Company or to deploy capital in other ways to maximize shareholder value.

The CODM is regularly provided with

the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis.

Company or to deploy capital in other ways to maximize shareholder value.

The CODM is regularly provided with the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis.

The CODM also uses such information to monitor the level of expenses incurred associated with the various aspects of the Company’s business that support our clients, generate revenues, and are associated with the overall administration of the Company’s operations.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data