FULLTEXT DEL 3 AV 4
10-K – 2026-02-19 – onb-20251231.htm
If nonaccrual and renegotiated loans outstanding at December 31, 2025 and 2024, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $31.7 million in 2025 and $20.4 million in 2024 would have been recorded on these loans. The amount of interest income actually recorded on nonaccrual and renegotiated loans was $12.4 million in 2025 and $12.1 million in 2024. Total criticized and classified assets were $3.1 billion at December 31, 2025, an increase of $616.6 million from December 31, 2024 primarily due to $1.0 billion of criticized and classified loans related to the Bremer acquisition, partially offset by a continued focus on active portfolio management. Other classified assets include investment securities that fell below investment grade rating totaling $20.6 million at December 31, 2025, compared to $59.0 million at December 31, 2024. Allowance for Credit Losses on Loans and Unfunded Loan Commitments Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. 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. Accrued interest receivable is excluded from the estimate of credit losses. The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions 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. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods. The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics. 57 The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow: Statement Balance Portfolio Segment Reclassifications Portfolio Segment After Reclassifications (dollars in thousands) December 31, 2025 Commercial $ 14,983,861 $ (220,410) $ 14,763,451 Commercial real estate 22,050,007 (175,670) 21,874,337 BBCC N/A 396,080 396,080 Residential real estate 8,467,496 — 8,467,496 Consumer 3,262,798 (3,262,798) N/A Indirect N/A 1,075,235 1,075,235 Direct N/A 649,297 649,297 Home equity N/A 1,538,266 1,538,266 Total $ 48,764,162 $ — $ 48,764,162 December 31, 2024 Commercial $ 10,288,560 $ (232,301) $ 10,056,259 Commercial real estate 16,307,486 (174,438) 16,133,048 BBCC N/A 406,739 406,739 Residential real estate 6,797,586 — 6,797,586 Consumer 2,892,255 (2,892,255) N/A Indirect N/A 1,096,778 1,096,778 Direct N/A 514,144 514,144 Home equity N/A 1,281,333 1,281,333 Total $ 36,285,887 $ — $ 36,285,887 58 The following table details activity in our allowance for credit losses on loans for the years ended December 31: (dollars in thousands) 2025 2024 2023 Beginning allowance for credit losses on loans $ 392,522 $ 307,610 $ 303,671 Allowance established for acquired PCD loans 103,546 26,725 — Loans charged-off: Commercial 63,352 36,172 41,451 Commercial real estate 43,647 18,565 11,198 BBCC 2,150 1,801 1,650 Residential real estate 570 14 256 Indirect 7,450 5,610 2,948 Direct 7,597 8,672 10,517 Home equity 261 470 443 Total charge-offs 125,027 71,304 68,463 Recoveries on charged-off loans: Commercial 4,547 1,623 4,172 Commercial real estate 2,717 2,713 2,417 BBCC 611 325 275 Residential real estate 505 883 1,268 Indirect 2,583 1,274 1,559 Direct 2,525 2,152 2,331 Home equity 1,249 330 531 Total recoveries 14,737 9,300 12,553 Net charge-offs (recoveries) 110,290 62,004 55,910 Provision for credit losses on loans 183,742 120,191 59,849 Ending allowance for credit losses on loans $ 569,520 $ 392,522 $ 307,610 Beginning allowance for credit losses on unfunded loan commitments $ 21,654 $ 31,226 $ 32,188 Provision for credit losses on unfunded loan commitments acquired during the period 6,458 1,763 — Provision (release) for provision for credit losses on unfunded loan commitments 7,521 (11,335) (962) Ending allowance for credit losses on unfunded loan commitments $ 35,633 $ 21,654 $ 31,226 Allowance for credit losses $ 605,153 $ 414,176 $ 338,836 Average loans for the year (1) $ 44,221,486 $ 35,506,298 $ 32,233,020 Asset Quality Ratios: Allowance for credit losses on loans/year-end loans (1) 1.17 % 1.08 % 0.93 % Allowance for credit losses on loans/average loans (1) 1.29 1.11 0.95 Allowance for credit losses/year-end loans (1) 1.24 1.14 1.03 Allowance for credit losses/average loans (1) 1.37 1.17 1.05 (1) Loans exclude loans held-for-sale. 59 The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31: (dollars in thousands) 2025 2024 2023 Commercial: Net charge-offs (recoveries) $ 58,805 $ 34,549 $ 37,279 Average loans for the year (1) $ 12,796,357 $ 9,807,508 $ 9,338,940 Net charge-offs (recoveries)/average loans 0.46 % 0.35 % 0.40 % Commercial real estate: Net charge-offs (recoveries) $ 40,930 $ 15,852 $ 8,781 Average loans for the year $ 20,162,924 $ 15,653,383 $ 13,248,587 Net charge-offs (recoveries)/average loans 0.20 % 0.10 % 0.07 % BBCC: Net charge-offs (recoveries) $ 1,539 $ 1,476 $ 1,375 Average loans for the year $ 396,545 $ 403,929 $ 385,171 Net charge-offs (recoveries)/average loans 0.39 % 0.37 % 0.36 % Residential real estate: Net charge-offs (recoveries) $ 65 $ (869) $ (1,012) Average loans for the year (1) $ 7,785,982 $ 6,808,655 $ 6,642,224 Net charge-offs (recoveries)/average loans — % (0.01) % (0.02) % Indirect: Net charge-offs (recoveries) $ 4,867 $ 4,336 $ 1,389 Average loans for the year $ 1,075,256 $ 1,125,139 $ 1,013,560 Net charge-offs (recoveries)/average loans 0.45 % 0.39 % 0.14 % Direct: Net charge-offs (recoveries) $ 5,072 $ 6,520 $ 8,186 Average loans for the year $ 570,174 $ 478,450 $ 568,345 Net charge-offs (recoveries)/average loans 0.89 % 1.36 % 1.44 % Home equity: Net charge-offs (recoveries) $ (988) $ 140 $ (88) Average loans for the year $ 1,434,248 $ 1,229,234 $ 1,036,193 Net charge-offs (recoveries)/average loans (0.07) % 0.01 % (0.01) % Total loans: Net charge-offs (recoveries) $ 110,290 $ 62,004 $ 55,910 Average loans for the year (1) $ 44,221,486 $ 35,506,298 $ 32,233,020 Net charge-offs (recoveries)/average loans 0.25 % 0.17 % 0.17 % (1) Average loans exclude loans held-for-sale. The allowance for credit losses on loans was $569.5 million at December 31, 2025, compared to $392.5 million at December 31, 2024. The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date as well as $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. 60 The following table details the allowance for credit losses on loans by loan category and the percentage of loans in each category compared to total loans at December 31. 2025 2024 (dollars in thousands) Allowance Amount % of Loans to Total Loans Allowance Amount % of Loans to Total Loans Commercial $ 244,670 30.3 % $ 148,722 27.7 % Commercial real estate 268,332 44.9 200,309 44.5 BBCC 2,371 0.8 2,813 1.1 Residential real estate 34,394 17.4 22,922 18.8 Indirect 8,021 2.2 8,434 3.0 Direct 2,478 1.3 2,304 1.4 Home equity 9,254 3.1 7,018 3.5 Total $ 569,520 100.0 % $ 392,522 100.0 % We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $35.6 million at December 31, 2025, compared to $21.7 million at December 31, 2024. We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in 2025 as a result of Bremer unfunded loan commitments acquired. See the section entitled “Risk Factors” in Item 1A of this Form 10-K for further discussion of our credit risk. Market Risk Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes. The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve. In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including: • adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities; • changing product pricing strategies; • modifying characteristics of the investment securities portfolio; or • using derivative financial instruments, to a limited degree. A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and 61 interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. The net interest income projections across all interest rate scenarios include the expected impact of purchase accounting accretion due to recent acquisitions. Due to the dynamics of future interest rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time. The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model as of December 31, 2025 and 2024: Immediate Rate Decrease 12/31/2025 Forward Curve Immediate Rate Increase (dollars in thousands) -300 Basis Points -200 Basis Points -100 Basis Points Base +100 Basis Points +200 Basis Points +300 Basis Points December 31, 2025 Projected interest income: Money market, other interest earning investments, and investment securities $ 1,001,298 $ 1,137,630 $ 1,246,058 $ 1,337,858 $ 1,344,272 $ 1,412,549 $ 1,463,214 $ 1,510,596 Loans 3,950,791 4,568,985 5,179,563 5,593,251 5,786,393 6,380,373 6,962,166 7,540,052 Total interest income 4,952,089 5,706,615 6,425,621 6,931,109 7,130,665 7,792,922 8,425,380 9,050,648 Projected interest expense: Deposits 309,028 658,093 1,108,814 1,425,816 1,603,605 2,053,854 2,504,100 2,954,351 Borrowings 384,519 538,221 691,683 812,941 859,307 1,044,121 1,229,563 1,415,092 Total interest expense 693,547 1,196,314 1,800,497 2,238,757 2,462,912 3,097,975 3,733,663 4,369,443 Net interest income $ 4,258,542 $ 4,510,301 $ 4,625,124 $ 4,692,352 $ 4,667,753 $ 4,694,947 $ 4,691,717 $ 4,681,205 Change from base $ (409,211) $ (157,452) $ (42,629) $ 24,599 $ 27,194 $ 23,964 $ 13,452 % change from base (8.77) % (3.37) % (0.91) % 0.53 % 0.58 % 0.51 % 0.29 % Immediate Rate Decrease Immediate Rate Increase -300 Basis Points -200 Basis Points -100 Basis Points 12/31/2024 Forward Curve Base +100 Basis Points +200 Basis Points +300 Basis Points December 31, 2024 Projected interest income: Money market, other interest earning investments, and investment securities $ 756,016 $ 820,128 $ 886,917 $ 932,411 $ 940,953 $ 989,890 $ 1,037,089 $ 1,082,891 Loans 3,023,593 3,501,994 3,952,385 4,279,851 4,374,147 4,776,162 5,174,154 5,572,157 Total interest income 3,779,609 4,322,122 4,839,302 5,212,262 5,315,100 5,766,052 6,211,243 6,655,048 Projected interest expense: Deposits 435,080 765,918 1,097,429 1,349,350 1,456,547 1,821,056 2,157,983 2,494,958 Borrowings 290,095 377,714 473,141 539,410 562,335 652,442 742,530 832,646 Total interest expense 725,175 1,143,632 1,570,570 1,888,760 2,018,882 2,473,498 2,900,513 3,327,604 Net interest income $ 3,054,434 $ 3,178,490 $ 3,268,732 $ 3,323,502 $ 3,296,218 $ 3,292,554 $ 3,310,730 $ 3,327,444 Change from base $ (241,784) $ (117,728) $ (27,486) $ 27,284 $ (3,664) $ 14,512 $ 31,226 % change from base (7.34) % (3.57) % (0.83) % 0.83 % (0.11) % 0.44 % 0.95 % 62 The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Basis Point Change Scenario Federal Funds Rate (1) Month 12 (2) Federal Funds Rate (1) Month 12 (2) +300 3.75 % 6.75 % 4.50 % 7.50 % +200 3.75 % 5.75 % 4.50 % 6.50 % +100 3.75 % 4.75 % 4.50 % 5.50 % Base 3.75 % 3.75 % 4.50 % 4.50 % -100 3.75 % 2.75 % 4.50 % 3.50 % -200 3.75 % 1.75 % 4.50 % 2.50 % -300 3.75 % 0.75 % 4.50 % 1.50 % (1) Represents the upper bound, Federal Funds Rate. (2) Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario. Our projected net interest income increased year over year driven by the Bremer acquisition, loan growth, and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner. A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested. We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $14.8 million at December 31, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments. Liquidity Risk Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, competition in the marketplace, and other factors. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments. 63 A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2025. (dollars in thousands) Maturity Bucket Amount Rate 2026 $ 9,271,979 3.62 % 2027 275,838 2.78 2028 53,190 2.50 2029 28,147 2.34 2030 22,270 1.91 2031 and beyond 9,600 1.06 Total $ 9,661,024 3.58 % Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings. The credit ratings of Old National and Old National Bank at December 31, 2025 are shown in the following table. Moody's Investors Service Long-term Short-term Old National Baa1 N/A Old National Bank A1 P-1 Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At December 31, 2025, Old National and its subsidiaries had the following availability of liquid funds and borrowings: (dollars in thousands) Parent Company Subsidiaries Available liquid funds: Cash and due from banks $ 491,210 $ 1,334,967 Unencumbered government-issued debt securities — 5,722,173 Unencumbered investment grade municipal securities — 152,010 Unencumbered corporate securities — 25,647 Availability of borrowings (1) : Amount available from Federal Reserve discount window — 4,073,623 Amount available from Federal Home Loan Bank — 8,259,248 Total available funds $ 491,210 $ 19,567,668 (1) Based on collateral pledged. Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2025, Old National Bancorp’s other borrowings outstanding were $356.4 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term. Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2024 or 2025 and is not currently required. At December 31, 2025, Old National Bank could pay dividends of $803.3 million without 64 prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines. Operational Risk Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls, information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyberattacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information. Metrics and measurements are used by our management team in the management of day-to-day operations to ensure effective client service, minimization of service disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyberattacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks. Compliance and Regulatory Risk Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws, rules, regulations, regulatory guidance and policies, industry standards, or ethical standards. Compliance with applicable regulatory requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this belief is the responsibility of every employee, every day, in everything we do. It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively, of the Company. Recognizing that inadvertent violations may occur, risk management activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues to limit compliance risk exposure. Legal Risk Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments that negatively affect the operations or financial condition of the Company. Business practices must be executed, as well as products and services delivered, in a manner that is compliant with applicable laws, rules, regulations, and agreements to which we are a party. Corporate governance practices must be compliant with applicable legal requirements and aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, regulations, and agreements and expects issues to be identified, analyzed, and remediated in a timely and complete manner. MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2025. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements. Payments Due In (dollars in thousands) Note Reference One Year or Less Over One Year Total Deposits without stated maturity $ 45,427,171 $ — $ 45,427,171 Time deposits 10 9,271,979 389,045 9,661,024 Securities sold under agreements to repurchase 11 261,366 — 261,366 Federal Home Loan Bank advances 12 2,405,000 3,832,375 6,237,375 Other borrowings 13 169,740 682,689 852,429 We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently 65 and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements. In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 20 to the consolidated financial statements. In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 ) are not included in the table because the amount and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities is included in Note 15 to the consolidated financial statements. CRITICAL ACCOUNTING ESTIMATES Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations. The following accounting policies materially affect our reported earnings and financial condition and require significant judgments and estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee. Business Combinations and Goodwill • Description. For mergers and acquisitions, we are required to record the assets acquired, including identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill. • Judgments and Uncertainties. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities. • Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, 66 including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides. Allowance for Credit Losses on Loans • Description. The allowance for credit losses on loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. • Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, home price index, and the BBB ratio. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts. • Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate, but significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on results of operations. One of the most significant judgments used in determining the allowance for credit losses is the macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic forecast and used in projecting loss rates include the national unemployment rate, changes in home price index, changes in the United States gross domestic product, and changes in the BBB ratio. The economic index used in the calculation to which the calculation may be most sensitive is the national unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by management. Management selects the macroeconomic forecast that is most reflective of expectations at that point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses. The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses on loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors. Derivative Financial Instruments • Description. As part of our overall interest rate risk management, we use derivative instruments to reduce exposure to changes in interest rates and market prices for financial instruments. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the 67 derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements. All of the derivative financial instruments we use have an active market and indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for any fair value derivatives. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures. • Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of changes in the fair value of derivative financial instruments and hedged items. • Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). However, if in the future the derivative financial instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the derivative would flow through the consolidated statements of income in other noninterest income, resulting in greater volatility in our earnings. Income Taxes • Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. We review income tax expense and the carrying value of deferred tax assets quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC 740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. See Note 15 to the consolidated financial statements for a further description of our provision and related income tax assets and liabilities. • Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit. • Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our effective income tax rate in the period of resolution. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” of this Form 10-K is incorporated herein by reference in response to this item. 68 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Report of Management 70 Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 71 Consolidated Balance Sheets 74 Consolidated Statements of Income 75 Consolidated Statements of Comprehensive Income (Loss) 76 Consolidated Statements of Changes in Shareholders’ Equity 77 Consolidated Statements of Cash Flows 78 Notes to Consolidated Financial Statements 79 Note 1. Basis of Presentation and Significant Accounting Policies 79 Note 2. Merger, Acquisition, and Divestiture Activity 88 Note 3. Investment Securities 91 Note 4. Loans and Allowance for Credit Losses 94 Note 5. Premises and Equipment 106 Note 6. Leases 106 Note 7. Goodwill and Other Intangible Assets 108 Note 8. Loan Servicing Rights 109 Note 9. Qualified Affordable Housing Projects and Other Tax Credit Investments 109 Note 10. Deposits 111 Note 11. Securities Sold Under Agreements to Repurchase 111 Note 12. Federal Home Loan Bank Advances 111 Note 13. Other Borrowings 112 Note 14. Accumulated Other Comprehensive Income (Loss) 114 Note 15. Income Taxes 115 Note 16. Share-Based Compensation and Other Employee Benefit Plans 117 Note 17. Shareholders’ Equity 119 Note 18. Fair Value 120 Note 19. Derivative Financial Instruments 127 Note 20. Commitments, Contingencies, and Financial Guarantees 131 Note 21. Regulatory Restrictions 132 Note 22. Parent Company Financial Statements 134 Note 23. Segment Information 135 69 REPORT OF MANAGEMENT MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING Management is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States and include some amounts which are estimates based upon currently available information and management’s judgment of current conditions and circumstances. Financial information throughout this Annual Report on Form 10-K is consistent with that in the financial statements. Management maintains a system of internal accounting controls, which is believed to provide, in all material respects, reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions are properly authorized and recorded, and the financial records are reliable for preparing financial statements and maintaining accountability for assets. In addition, Old National has a Code of Business Conduct and Ethics, a Senior Financial and Executive Officer Code of Ethics, and Corporate Governance Guidelines that outline high levels of ethical business standards. 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 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. During these meetings, the committee meets privately with the independent registered public accounting firm as well as with financial reporting and internal audit personnel to review accounting, auditing, and financial reporting matters. The appointment of the independent registered public accounting firm is made by the Audit Committee. 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. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Old National is responsible for establishing and maintaining adequate internal control over financial reporting. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Old National’s management assessed the effectiveness of Old National’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework . Based on that assessment, Old National has concluded that, as of December 31, 2025, Old National’s internal control over financial reporting is effective. Old National’s independent registered public accounting firm has audited the effectiveness of Old National’s internal control over financial reporting as of December 31, 2025 as stated in their report, which is included in Part II, Item 9A of this Annual Report on Form 10-K. 70 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Old National Bancorp Opinion on the Financial Statements 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. Basis for Opinion These financial statements are the responsibility of Old National’s management. Our responsibility is to express an opinion on Old National’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Old National in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits 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. 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 its loan portfolio. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics. 71 Old National utilizes a discounted cash flow (“DCF”) approach with a probability of default (“PD”) methodology for pools of loans with similar risk characteristics. The PD regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts. The loss given default (“LGD”) is defined as credit loss incurred when an obligor of the bank defaults. Expected cash flows are created for each loan using reasonable and supportable forecasts and discounted using the loan’s effective yield. The discounted sum of expected cash flows is then compared to the amortized cost and any shortfall is recorded as a component of the ACL. The quantitative allowance is adjusted by qualitative factors. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts. At December 31, 2025, the key qualitative adjustments to the expected credit losses are associated with risks in the forecasted economic environment. These factors include the risk that macroeconomic forecasts of unemployment, gross domestic product, and the BBB ratio (BBB spread to the 10-Year U.S. Treasury rate) may prove to be more severe and/or prolonged than the baseline forecast due to a variety of considerations. Considering the estimation and judgment in determining adjustments for such qualitative factors, our audit of the ACL and the related disclosures involved subjective judgment about the qualitative adjustments to the ACL. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the qualitative adjustments to the ACL included the following, among others: • We tested the effectiveness of Old National’s controls over the qualitative adjustments to the ACL • We assessed the reasonableness of, and evaluated support for, key qualitative adjustments • We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs to the qualitative adjustment estimation process, including: ◦ Portfolio segment loan balances and other borrower-specific data ◦ Relevant macroeconomic indicators and data • 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. 72 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 Chicago, Illinois February 19, 2026 We have served as Old National’s auditor since 2023. 73 OLD NATIONAL BANCORP CONSOLIDATED BALANCE SHEETS December 31, (dollars and shares in thousands, except per share data) 2025 2024 Assets Cash and due from banks $ 591,645 $ 394,450 Money market and other interest-earning investments 1,234,532 833,518 Total cash and cash equivalents 1,826,177 1,227,968 Equity securities, at fair value 128,857 91,996 Investment securities - available-for-sale, at fair value (amortized cost $ 12,059,997 and $ 8,480,508 , respectively) 11,384,450 7,458,459 Investment securities - held-to-maturity, at amortized cost (fair value $ 2,540,238 and $ 2,471,138 , respectively) 2,895,488 2,954,881 Federal Home Loan Bank/Federal Reserve Bank stock, at cost 493,583 378,705 Loans held-for-sale, at fair value 52,911 34,483 Loans: Commercial 14,983,861 10,288,560 Commercial real estate 22,050,007 16,307,486 Residential real estate 8,467,496 6,797,586 Consumer 3,262,798 2,892,255 Total loans, net of unearned income 48,764,162 36,285,887 Allowance for credit losses on loans ( 569,520 ) ( 392,522 ) Net loans 48,194,642 35,893,365 Premises and equipment, net 690,824 588,970 Goodwill 2,425,700 2,175,251 Other intangible assets 482,286 120,847 Company-owned life insurance 1,051,009 859,851 Accrued interest receivable and other assets 2,526,040 1,767,496 Total assets $ 72,151,967 $ 53,552,272 Liabilities Deposits: Noninterest-bearing demand $ 13,247,483 $ 9,399,019 Interest-bearing: Checking and NOW 10,740,919 8,040,331 Savings 4,909,138 4,753,279 Money market 16,529,631 11,875,192 Time deposits 9,661,024 6,755,739 Total deposits 55,088,195 40,823,560 Federal funds purchased and interbank borrowings 100,197 385 Securities sold under agreements to repurchase 261,366 268,975 Federal Home Loan Bank advances 6,237,375 4,452,559 Other borrowings 852,429 689,618 Accrued expenses and other liabilities 1,117,617 976,825 Total liabilities 63,657,179 47,211,922 Commitments and contingencies (Note 20) Shareholders’ Equity Preferred stock, 2,000 shares authorized, 231 shares issued and outstanding 230,500 230,500 Common stock, no par value, $ 1.00 per share stated value, 600,000 shares authorized, 389,662 and 318,980 shares issued and outstanding, respectively 389,662 318,980 Capital surplus 5,944,533 4,570,865 Retained earnings 2,408,764 1,966,048 Accumulated other comprehensive income (loss), net of tax ( 478,671 ) ( 746,043 ) Total shareholders’ equity 8,494,788 6,340,350 Total liabilities and shareholders’ equity $ 72,151,967 $ 53,552,272 The accompanying notes to consolidated financial statements are an integral part of these statements. 74 OLD NATIONAL BANCORP CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, (dollars and shares in thousands, except per share data) 2025 2024 2023 Interest Income Loans including fees: Taxable $ 2,621,105 $ 2,139,437 $ 1,815,390 Nontaxable 67,445 50,517 44,687 Investment securities: Taxable 492,918 323,703 263,210 Nontaxable 40,161 42,159 43,851 Money market and other interest-earning investments 48,224 45,835 39,683 Total interest income 3,269,853 2,601,651 2,206,821 Interest Expense Deposits 953,217 846,262 484,360 Federal funds purchased and interbank borrowings 4,448 3,262 11,412 Securities sold under agreements to repurchase 2,568 2,752 3,299 Federal Home Loan Bank advances 214,856 177,317 161,860 Other borrowings 36,890 41,275 42,737 Total interest expense 1,211,979 1,070,868 703,668 Net interest income 2,057,874 1,530,783 1,503,153 Provision for credit losses 197,721 110,619 58,887 Net interest income after provision for credit losses 1,860,153 1,420,164 1,444,266 Noninterest Income Wealth and investment services fees 144,161 116,791 107,784 Service charges on deposit accounts 100,406 78,175 71,945 Debit card and ATM fees 49,288 43,400 42,153 Mortgage banking revenue 38,406 26,237 16,319 Capital markets income 37,329 20,299 24,419 Company-owned life insurance 26,670 20,987 15,397 Debt securities gains (losses), net ( 37 ) ( 212 ) ( 6,265 ) Gain on sale of Visa Class B restricted shares — — 21,635 Other income 70,308 49,020 39,955 Total noninterest income 466,531 354,697 333,342 Noninterest Expense Salaries and employee benefits 749,013 603,095 546,364 Occupancy 129,170 110,429 106,676 Equipment 48,354 36,588 32,163 Marketing 55,210 45,607 39,511 Technology 120,476 88,797 80,343 Communication 23,616 17,337 16,980 Professional fees 61,902 35,291 27,335 FDIC assessment 48,394 44,681 56,730 Amortization of intangibles 78,660 27,528 24,155 Amortization of tax credit investments 26,118 13,329 15,367 Other expense 144,378 71,741 80,682 Total noninterest expense 1,485,291 1,094,423 1,026,306 Income before income taxes 841,393 680,438 751,302 Income tax expense 172,136 141,250 169,310 Net income 669,257 539,188 581,992 Preferred dividends ( 16,135 ) ( 16,135 ) ( 16,135 ) Net income applicable to common shareholders $ 653,122 $ 523,053 $ 565,857 Net income per common share - basic $ 1.80 $ 1.69 $ 1.95 Net income per common share - diluted 1.79 1.68 1.94 Weighted average number of common shares outstanding - basic 363,513 309,499 290,748 Weighted average number of common shares outstanding - diluted 365,464 311,001 291,855 Dividends per common share $ 0.56 $ 0.56 $ 0.56 The accompanying notes to consolidated financial statements are an integral part of these statements. 75 OLD NATIONAL BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, (dollars in thousands) 2025 2024 2023 Net income $ 669,257 $ 539,188 $ 581,992 Other comprehensive income (loss): Change in debt securities available-for-sale: Unrealized holding gains (losses) for the period 320,063 ( 21,205 ) ( 31,355 ) Reclassification adjustment for securities (gains) losses realized in income 37 212 6,265 Income tax effect ( 80,473 ) 5,448 14,918 Unrealized gains (losses) on available-for-sale debt securities 239,627 ( 15,545 ) ( 10,172 ) Change in securities held-to-maturity: Amortization of unrecognized losses on securities transferred from available-for-sale 15,855 17,664 21,239 Income tax effect ( 4,025 ) ( 4,486 ) ( 4,047 ) Changes from securities held-to-maturity 11,830 13,178 17,192 Change in hedges: Net unrealized derivative gains (losses) on hedges 10,961 ( 24,192 ) 69,276 Reclassification adjustment for (gains) losses realized in net income 10,505 17,628 ( 15,067 ) Income tax effect ( 5,551 ) 1,697 ( 13,479 ) Changes from hedges 15,915 ( 4,867 ) 40,730 Change in defined benefit pension plans: Amortization of net (gains) losses recognized in income — — ( 182 ) Income tax effect — — 45 Changes from defined benefit pension plans — — ( 137 ) Other comprehensive income (loss), net of tax 267,372 ( 7,234 ) 47,613 Comprehensive income (loss) $ 936,629 $ 531,954 $ 629,605 The accompanying notes to consolidated financial statements are an integral part of these statements. 76 OLD NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (dollars in thousands, except per share data) Preferred Stock Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Balance, December 31, 2022 $ 230,500 $ 292,903 $ 4,174,265 $ 1,217,349 $ ( 786,422 ) $ 5,128,595 Net income — — — 581,992 — 581,992 Other comprehensive income — — — — 47,613 47,613 Cash dividends: Common ($ 0.56 per share) — — — ( 163,895 ) — ( 163,895 ) Preferred ($ 70.00 per share) — — — ( 16,135 ) — ( 16,135 ) Common stock issued for Employee Stock Purchase Plan (“ESPP”) — 75 1,001 — — 1,076 Common stock repurchased — ( 2,640 ) ( 41,668 ) — — ( 44,308 ) Share-based compensation expense — — 27,910 — — 27,910 Stock activity under incentive compensation plans — 2,317 ( 1,584 ) ( 681 ) — 52 Balance, December 31, 2023 230,500 292,655 4,159,924 1,618,630 ( 738,809 ) 5,562,900 Net income — — — 539,188 — 539,188 Other comprehensive loss — — — — ( 7,234 ) ( 7,234 ) Acquisition of CapStar Financial Holdings, Inc. — 24,014 393,584 — — 417,598 Cash dividends: Common ($ 0.56 per share) — — — ( 175,028 ) — ( 175,028 ) Preferred ($ 70.00 per share) — — — ( 16,135 ) — ( 16,135 ) Common stock issued for ESPP — 62 972 — — 1,034 Common stock repurchased — ( 533 ) ( 8,351 ) — — ( 8,884 ) Share-based compensation expense — — 32,283 — — 32,283 Stock activity under incentive compensation plans — 2,782 ( 7,547 ) ( 607 ) — ( 5,372 ) Balance, December 31, 2024 230,500 318,980 4,570,865 1,966,048 ( 746,043 ) 6,340,350 Net income — — — 669,257 — 669,257 Other comprehensive income — — — — 267,372 267,372 Acquisition of Bremer Financial Corporation — 50,183 983,079 — — 1,033,262 Cash dividends: Common ($ 0.56 per share) — — — ( 208,982 ) — ( 208,982 ) Preferred ($ 70.00 per share) — — — ( 16,135 ) — ( 16,135 ) 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 ) Share-based compensation expense — — 38,214 — — 38,214 Stock activity under incentive compensation plans — 1,782 ( 1,434 ) ( 1,424 ) — ( 1,076 ) Balance, December 31, 2025 $ 230,500 $ 389,662 $ 5,944,533 $ 2,408,764 $ ( 478,671 ) $ 8,494,788 The accompanying notes to consolidated financial statements are an integral part of these statements. 77 OLD NATIONAL BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (dollars in thousands) 2025 2024 2023 Cash Flows From Operating Activities Net income $ 669,257 $ 539,188 $ 581,992 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 44,943 38,104 38,180 Amortization of other intangible assets 78,660 27,528 24,155 Amortization of tax credit investments 26,118 13,329 15,367 Net (discount accretion) premium amortization ( 140,610 ) ( 33,073 ) ( 14,775 ) Share-based compensation expense 38,214 32,283 27,910 Provision for credit losses 197,721 110,619 58,887 Debt securities (gains) losses, net 37 212 6,265 Gain on sale of Visa Class B restricted shares — — ( 21,635 ) Net (gains) losses on sales of loans and other assets ( 11,271 ) ( 7,778 ) ( 3,074 ) Increase in cash surrender value of company-owned life insurance ( 26,670 ) ( 20,987 ) ( 15,397 ) Residential real estate loans originated for sale ( 1,217,430 ) ( 889,812 ) ( 473,478 ) Proceeds from sales of residential real estate loans 1,221,488 902,873 472,537 (Increase) decrease in interest receivable ( 61,389 ) 4,062 ( 34,637 ) (Increase) decrease in other assets 33,250 ( 54,023 ) ( 66,070 ) Increase (decrease) in accrued expenses and other liabilities ( 170,846 ) ( 40,241 ) ( 79,885 ) Net cash flows provided by (used in) operating activities 681,472 622,284 516,342 Cash Flows From Investing Activities Cash received from merger, net 135,124 177,791 — Purchases of investment securities available-for-sale ( 4,636,828 ) ( 1,842,045 ) ( 1,084,416 ) Purchases of investment securities held-to-maturity — — ( 1,941 ) Purchases of Federal Home Loan Bank/Federal Reserve Bank stock ( 93,327 ) ( 13,129 ) ( 99,158 ) Purchases of equity securities ( 7,723 ) ( 7,244 ) ( 28,408 ) Proceeds from maturities, prepayments, and calls of investment securities available-for-sale 1,796,946 1,081,567 1,066,266 Proceeds from sales of investment securities available-for-sale 2,082,053 300,617 96,506 Proceeds from maturities, prepayments, and calls of investment securities held-to-maturity 71,937 72,916 94,511 Proceeds from sales of Federal Home Loan Bank/Federal Reserve Bank stock 72,373 14,438 47,738 Proceeds from sales of equity securities 6,004 3,080 24,636 Loan originations and payments, net ( 1,332,344 ) ( 1,215,292 ) ( 2,673,593 ) Proceeds from sales of commercial loans 95,298 63,434 757,593 Proceeds from company-owned life insurance death benefits 17,377 20,583 16,252 Proceeds from sale of premises and equipment and other assets 2,368 1,585 3,513 Purchases of premises and equipment and other assets ( 44,064 ) ( 30,269 ) ( 38,375 ) Net cash flows provided by (used in) investing activities ( 1,834,806 ) ( 1,371,968 ) ( 1,818,876 ) Cash Flows From Financing Activities Net increase (decrease) in: Deposits 1,402,277 1,028,256 2,234,350 Federal funds purchased and interbank borrowings 99,812 ( 5 ) ( 581,099 ) Securities sold under agreements to repurchase ( 56,740 ) ( 16,231 ) ( 147,598 ) Other borrowings ( 47,130 ) ( 110,170 ) 16,938 Payments for maturities of Federal Home Loan Bank advances ( 2,520,285 ) ( 1,300,243 ) ( 2,250,149 ) Proceeds from Federal Home Loan Bank advances 2,726,200 1,400,000 2,700,000 Cash dividends paid ( 225,117 ) ( 191,163 ) ( 180,030 ) Common stock repurchased ( 71,799 ) ( 8,884 ) ( 44,308 ) 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 Net increase (decrease) in cash and cash equivalents 598,209 52,910 446,646 Cash and cash equivalents at beginning of period 1,227,968 1,175,058 728,412 Cash and cash equivalents at end of period $ 1,826,177 $ 1,227,968 $ 1,175,058 The accompanying notes to consolidated financial statements are an integral part of these statements. 78 OLD NATIONAL BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NATURE OF OPERATIONS Old National Bancorp, the financial holding company of Old National Bank, our wholly owned banking subsidiary, is headquartered in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through Old National Bank and non-bank affiliates, Old National Bancorp provides a wide range of services to its clients throughout the Midwest and Southeast regions of the United States and elsewhere, including commercial and consumer loan and depository services, private banking, capital markets, brokerage, wealth management, trust, investment advisory, and other traditional banking services. NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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 (“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. Actual results could differ from those estimates. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current presentation. Such reclassifications had no effect on prior year net income or shareholders’ equity and were insignificant amounts. Equity Securities Equity securities consist of mutual funds for Community Reinvestment Act qualified investments and diversified investment securities held in a grantor trust for participants in the Company’s nonqualified deferred compensation plan. Equity securities are recorded at fair value with changes in fair value recognized in other income. Investment Securities Old National classifies debt investment securities as available-for-sale or held-to-maturity on the date of purchase. Debt securities classified as available-for-sale are recorded at fair value with the unrealized gains and losses recorded in other comprehensive income (loss), net of tax. Realized gains and losses affect income and the prior fair value adjustments are reclassified within shareholders’ equity. Debt securities classified as held-to-maturity, which management has the intent and ability to hold to maturity, are reported at amortized cost. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts are amortized on the level-yield method. Anticipated prepayments are considered when amortizing premiums and discounts on mortgage-backed securities. Gains and losses on the sale of available-for-sale debt securities are determined using the specific-identification method. Available-for-sale securities in unrealized loss positions are evaluated at least quarterly to determine if a decline in fair value should be recorded through income or other comprehensive income (loss). For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security, before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale securities that do not meet the criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any decline in fair value that has not been recorded 79 through an allowance for credit losses is recognized in other comprehensive income (loss), net of applicable taxes. Accrued interest receivable on the securities portfolio is excluded from the estimate of credit losses. Federal Home Loan Bank/Federal Reserve Bank Stock Old National is a member of the Federal Home Loan Bank (“FHLB”) system and its regional Federal Reserve Bank. Members are required to own a certain amount of stock based on the level of borrowings and other factors. FHLB and Federal Reserve Bank stock are carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. Loans Held-for-Sale Loans that Old National has originated with an intent to sell are classified as loans held-for-sale and are recorded at fair value, determined individually, as of the balance sheet date. The loan’s fair value includes the servicing value of the loans as well as any accrued interest. Conventional mortgage production is sold with servicing rights retained. Certain loans, such as government guaranteed mortgage loans are sold on servicing released basis. Loans Loans that Old National intends to hold are classified as held for investment. Loans held for investment are carried at the principal balance outstanding, net of earned interest, purchase premiums or discounts, deferred loan fees and costs, and an allowance for credit losses. Interest income is accrued on the principal balances of loans outstanding. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured. Old National has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Evidence of credit deterioration was evaluated using various indicators, such as past due and nonaccrual status, as well as asset quality rating (“AQR”). Purchased credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and initial allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is accreted or amortized into interest income over the life of the loan. 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 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. The modification of the terms of such loans includes one or a combination of the following: 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. Allowance for Credit Losses on Loans Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. 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. Accrued interest receivable is excluded from the estimate of credit losses. 80 The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions 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. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods. The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics. We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method. The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated probability of default (“PD”), loss given default (“LGD”), and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross domestic product, and home price index. The LGD is defined as credit loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts. Further information regarding Old National’s policies and methodology used to estimate the allowance for credit losses on loans is presented in Note 4 to the consolidated financial statements. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Land is stated at cost. Depreciation is charged to operating expense over the useful lives of the assets, principally on the straight-line method. Useful lives for premises and equipment are as follows: buildings and building improvements – 10 to 39 years; and furniture and equipment – 3 to 7 years. Leasehold improvements are depreciated over the lesser of their useful lives or the term of the lease. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Interest costs on construction of qualifying assets are capitalized. Premises and equipment are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are adjusted to fair value. Such impairments are included in other expense. Goodwill and Other Intangible Assets Goodwill arises from business combinations and is determined as the excess of the cost of acquired entities over the fair value of identifiable assets acquired less liabilities assumed as of the merger or acquisition date. Amortization of goodwill and indefinite-lived assets is not recorded. 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. 81 Company-Owned Life Insurance Old National has purchased, as well as obtained through mergers and acquisitions, life insurance policies on certain key executives. Old National records company-owned life insurance at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Loan Servicing Rights When loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gain on sales of loans. Fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Loan servicing rights are included in other assets on the balance sheet. Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type, term, and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If Old National later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported with mortgage banking revenue on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Servicing fee income, which is reported on the income statement as mortgage banking revenue, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal, or a fixed amount per loan, and are recorded as income when earned. Derivative Financial Instruments As part of Old National’s overall interest rate risk management, Old National uses derivative instruments, including interest rate swaps, collars, and floors. All derivative instruments are recognized on the balance sheet at their fair value. At the inception of the derivative contract, Old National designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). For a fair value hedge, the change in value of the derivative, as well as the offsetting change in value of the hedged item attributable to the hedged risk, are recognized in current earnings during the period of the change in fair values. For a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, in noninterest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged. Old National formally documents all relationships between derivatives and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. Old National also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of the hedged items. Old National discontinues hedge accounting prospectively when it is determined that (1) the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item; (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; (4) a hedged firm commitment no longer meets the definition of a firm commitment; or (5) management otherwise determines that designation of the derivative as a hedging instrument is no longer appropriate. 82 When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transaction is still expected to occur, changes in value that were accumulated in other comprehensive income (loss) are amortized or accreted into earnings over the same periods which the hedged transactions will affect earnings. Old National enters into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with the fluctuation of interest rates. Changes in fair value are recorded as mortgage banking revenue. Old National also enters into various stand-alone derivative contracts to provide derivative products to clients, which are carried at fair value with changes in fair value recorded as other noninterest income. Old National is exposed to losses if a counterparty fails to make its payments under a contract in which Old National is in the net receiving position. Old National anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. In addition, Old National obtains collateral above certain thresholds of the fair value of its hedges for each counterparty based upon their credit standing. All of the contracts to which Old National is a party settle monthly, quarterly, or semiannually. Further, Old National has netting agreements with the dealers with which it does business. Credit-Related Financial Instruments In the ordinary course of business, Old National’s bank subsidiary has entered into credit-related financial instruments consisting of commitments to extend credit, commercial letters of credit, and standby letters of credit. The notional amount of these commitments is not reflected in the consolidated financial statements until they are funded. Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet and is adjusted as a provision for unfunded loan commitments included in the provision for credit losses. Repossessed Collateral Other real estate owned and repossessed personal property are initially recorded at the fair value of the property less estimated cost to sell and are included in other assets on the balance sheet. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a deed in lieu of foreclosure or through a similar legal agreement. Any excess recorded investment over the fair value of the property received is charged to the allowance for credit losses. Any subsequent write-downs are recorded in noninterest expense, as are the costs of operating the properties. Gains or losses resulting from the sale of collateral are recognized in noninterest expense at the date of sale. Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase We purchase certain securities, generally U.S. government-sponsored entity and agency securities, under agreements to resell. The amounts advanced under these agreements represent short-term secured loans and are reflected as assets in the accompanying consolidated balance sheets. We also sell certain securities under agreements to repurchase. These agreements are treated as collateralized financing transactions. These secured borrowings are reflected as liabilities in the accompanying consolidated balance sheets and are recorded at the amount of cash received in connection with the transaction. Short-term securities sold under agreements to repurchase generally mature within one to four days from the transaction date. Securities, generally U.S. government and federal agency securities, pledged as collateral under these financing arrangements can be repledged by the secured party. Additional collateral may be required based on the fair value of the underlying securities. Share-Based Compensation Compensation cost is recognized for stock options, stock appreciation rights, and restricted stock awards and units issued to employees based on the fair value of these awards at the date of grant. 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 83 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. Compensation expense is recognized over the required service period. Forfeitures are recognized as they occur. FDIC Special Assessment On November 16, 2023, the Federal Deposit Insurance Corporation (“FDIC”) finalized a rule that imposes special assessments to recover the losses to the Deposit Insurance Fund (“DIF”) resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the Federal Deposit Insurance Act in connection with the receiverships of Silicon Valley Bank and Signature Bank. The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. Under the rule, the assessment base is the estimated uninsured deposits that an insured depository institution (“IDI”) reported in its December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits. 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 Taxes Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. We recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We recognize interest and/or penalties related to income tax matters in income tax expense. Old National is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in approved qualified affordable housing, renewable energy, or other renovation or community revitalization projects. These investments are included in other assets on the balance sheet, with any unfunded commitments included with other liabilities. Certain of these assets qualify for the proportional amortization method and are amortized over the period that Old National expects to receive the tax credits, with the expense included within income tax expense on the consolidated statements of income. The other investments are accounted for under the equity or consolidation method, with the expense included within noninterest expense on the consolidated statements of income. All of our tax credit investments are evaluated for impairment at the end of each reporting period. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. See Note 20 to the consolidated financial statements for further disclosure. Cash Equivalents and Cash Flows For the purpose of presentation in the accompanying consolidated statement of cash flows, cash and cash equivalents are defined as cash, due from banks, federal funds sold and resell agreements, and money market investments, which have maturities less than 90 days. Cash flows from loans, either originated or acquired, are classified at that time according to management’s intent to either sell or hold the loan for the foreseeable future. When management’s intent is to sell the loan, the cash flows of that loan are presented as operating cash flows. 84 When management’s intent is to hold the loan for the foreseeable future, the cash flows of that loan are presented as investing cash flows. The following table summarizes supplemental cash flow information: Years Ended December 31, (dollars in thousands) 2025 2024 2023 Cash payments: Interest $ 1,239,737 $ 1,066,609 $ 666,121 Income taxes, net of refunds 154,293 100,576 190,303 Noncash Investing and Financing Activities: Transfer of premises and equipment to assets held-for-sale ( 3,588 ) — — Operating lease right-of-use assets obtained in exchange for lease obligations 56,969 22,494 20,260 Finance lease right-of-use assets obtained in exchange for lease obligations 9,979 10,073 10,019 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 Old National accounts for business combinations using the acquisition method of accounting. The accounts of an acquired entity are included as of the date of merger or acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill. Alternatively, a gain is recorded if the fair value of the net assets acquired exceeds the purchase price. Old National typically issues Common Stock and/or pays cash for a merger or acquisition, depending on the terms of the agreement. The value of Common Stock issued is determined based on the market price of the stock as of the closing of the merger or acquisition. Merger and acquisition costs are expensed when incurred. Revenue From Contracts With Customers Old National’s revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) 606 is recognized within noninterest income. A description of the Company’s significant revenue streams accounted for under ASC 606 follows: Wealth and investment services fees : Old National earns wealth management fees based upon asset custody and investment management services provided to individual and institutional customers. Most of these customers receive monthly or quarterly billings for services rendered based upon the market value of assets in custody. Fees that are transaction based are recognized at the point in time that the transaction is executed. Investment product fees are the commissions and fees received from third-party registered broker/dealers and investment advisers that provide those services to Old National customers. Old National acts as an agent in arranging the relationship between the customer and the third-party service provider. These fees are recognized monthly from the third-party broker based upon services already performed, net of the processing fees charged to Old National by the broker. Service charges on deposit accounts : 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. 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. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which Old National satisfies its performance obligation. Debit card and automated teller machine (“ATM”) fees : Debit card and ATM fees include ATM usage fees and debit card interchange income. As with the transaction-based fees on deposit accounts, the ATM fees are recognized at the point in time that Old National fulfills the customer’s request. Old National earns interchange fees from cardholder transactions processed through card association networks. Interchange rates are generally set by the card 85 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. Impact of Accounting Changes Accounting Guidance Adopted in 2025 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 . Among other things, these amendments require that public business entities on an annual basis disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). In addition, the ASU requires information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts are equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments in this ASU are effective for annual periods beginning after December 15, 2024. 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 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; (c) depreciation; (d) intangible asset amortization; 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 GAAP. Further, an entity must disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. In addition, an entity must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this ASU are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Old National is currently evaluating the impact of adopting this guidance on the consolidated financial statements. FASB ASC 470 – In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . This ASU clarifies requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. 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, 86 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 87 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 Acquisitions 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. 88 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, 2025 Assets Cash and cash equivalents $ 449,757 Equity securities 26,070 Investment securities 2,811,108 FHLB/Federal Reserve Bank stock 93,924 Loans held-for-sale 9,883 Loans, net of allowance for credit losses 11,110,423 Premises and equipment 99,965 Goodwill 250,449 Other intangible assets 440,099 Company-owned life insurance 181,909 Other assets 797,460 Total assets $ 16,271,047 Liabilities Deposits $ 12,862,357 Securities sold under agreements to repurchase 49,131 Federal Home Loan Bank advances 1,559,227 Other borrowings 205,194 Accrued expenses and other liabilities 247,243 Total liabilities $ 14,923,152 Fair value of consideration Common stock ( 50,183 shares issued at $ 20.59 per share) $ 1,033,262 Cash 314,633 Total consideration $ 1,347,895 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 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. 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. 89 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. Years Ended December 31, (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) April 1, 2024 Assets Cash and cash equivalents $ 177,791 Investment securities 342,490 FHLB/Federal Reserve Bank stock 14,426 Loans held-for-sale 21,159 Loans, net of allowance for credit losses 2,120,627 Premises and equipment 22,481 Goodwill 176,535 Other intangible assets 46,125 Company-owned life insurance 91,475 Other assets 95,922 Total assets $ 3,109,031 Liabilities Deposits $ 2,560,124 FHLB advances 75,000 Other borrowings 30,000 Accrued expenses and other liabilities 26,309 Total liabilities $ 2,691,433 Fair value of consideration Common stock ( 24,014 shares issued at $ 17.41 per share) $ 417,598 Total consideration $ 417,598 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. 90 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 The following table summarizes the amortized cost and fair value of the available-for-sale portfolio and the corresponding amounts of gross unrealized gains, unrealized losses, and basis adjustments in accumulated other comprehensive income (loss) (“AOCI”). (dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Basis Adjustments (1) Fair Value December 31, 2025 Available-for-Sale U.S. Treasury $ 269,313 $ 90 $ ( 7,615 ) $ ( 47,244 ) $ 214,544 U.S. government-sponsored entities and agencies 1,567,036 402 ( 134,795 ) ( 60,251 ) 1,372,392 Mortgage-backed securities - Agency 9,575,241 79,999 ( 487,205 ) — 9,168,035 States and political subdivisions 438,642 2,275 ( 17,286 ) 2,377 426,008 Pooled trust preferred securities 13,819 — ( 2,085 ) — 11,734 Other securities 195,946 1,138 ( 5,347 ) — 191,737 Total available-for-sale securities $ 12,059,997 $ 83,904 $ ( 654,333 ) $ ( 105,118 ) $ 11,384,450 December 31, 2024 Available-for-Sale U.S. Treasury $ 261,421 $ 67 $ ( 12,659 ) $ ( 49,816 ) $ 199,013 U.S. government-sponsored entities and agencies 1,521,610 7 ( 181,360 ) ( 82,351 ) 1,257,906 Mortgage-backed securities - Agency 5,861,067 6,005 ( 662,181 ) — 5,204,891 States and political subdivisions 510,630 148 ( 25,881 ) 647 485,544 Pooled trust preferred securities 13,807 — ( 2,485 ) — 11,322 Other securities 311,973 760 ( 12,950 ) — 299,783 Total available-for-sale securities $ 8,480,508 $ 6,987 $ ( 897,516 ) $ ( 131,520 ) $ 7,458,459 (1) Basis adjustments represent the amount of fair value hedging adjustments included in the carrying amounts of fixed-rate investment securities assets designated in fair value hedging arrangements. See Note 19 to the consolidated financial statements for additional information regarding these derivative financial instruments. The following table summarizes the amortized cost and fair value of the held-to-maturity investment securities portfolio and the corresponding amounts of gross unrecognized gains and losses. (dollars in thousands) Amortized Cost Unrecognized Gains Unrecognized Losses Fair Value December 31, 2025 Held-to-Maturity U.S. government-sponsored entities and agencies $ 840,435 $ — $ ( 129,526 ) $ 710,909 Mortgage-backed securities - Agency 910,323 — ( 127,505 ) 782,818 States and political subdivisions 1,144,880 853 ( 99,072 ) 1,046,661 Allowance for securities held-to-maturity ( 150 ) — — ( 150 ) Total held-to-maturity securities $ 2,895,488 $ 853 $ ( 356,103 ) $ 2,540,238 December 31, 2024 Held-to-Maturity U.S. government-sponsored entities and agencies $ 832,984 $ — $ ( 168,653 ) $ 664,331 Mortgage-backed securities - Agency 970,212 — ( 169,546 ) 800,666 States and political subdivisions 1,151,835 317 ( 145,861 ) 1,006,291 Allowance for securities held-to-maturity ( 150 ) — — ( 150 ) Total held-to-maturity securities $ 2,954,881 $ 317 $ ( 484,060 ) $ 2,471,138 Substantially all of the mortgage-backed securities in the investment portfolio are residential mortgage-backed securities. 91 Proceeds from sales or calls of available-for-sale investment securities and the resulting realized gains and realized losses were as follows: Years Ended December 31, (dollars in thousands) 2025 2024 2023 Proceeds $ 2,248,993 $ 379,108 $ 154,339 Realized gains 170 104 1,006 Realized losses ( 207 ) ( 316 ) ( 7,271 ) Investment securities pledged to secure public and other funds had a carrying value of $ 7.9 billion at December 31, 2025 and $ 7.4 billion at December 31, 2024. Excluding securities issued or backed by the U.S. 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, 2025 or December 31, 2024. The table below shows the amortized cost and fair value of the investment securities portfolio by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yield is based on amortized cost. At December 31, 2025 (dollars in thousands) Amortized Cost Fair Value Weighted Average Yield Maturity Available-for-Sale Within one year $ 432,809 $ 434,821 4.84 % One to five years 5,959,423 5,926,983 4.70 % Five to ten years 4,383,178 3,964,296 3.07 % Beyond ten years 1,284,587 1,058,350 2.90 % Total $ 12,059,997 $ 11,384,450 3.92 % Held-to-Maturity Within one year $ 18,432 $ 18,419 3.21 % One to five years 54,147 50,352 2.03 % Five to ten years 1,483,026 1,310,131 2.53 % Beyond ten years 1,339,883 1,161,336 2.81 % Total $ 2,895,488 $ 2,540,238 2.66 % 92 The following table summarizes the available-for-sale investment securities with unrealized losses for which an allowance for credit losses has not been recorded by aggregated major security type and length of time in a continuous unrealized loss position: Less than 12 months 12 months or longer Total (dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses December 31, 2025 Available-for-Sale U.S. Treasury $ — $ — $ 184,175 $ ( 7,615 ) $ 184,175 $ ( 7,615 ) U.S. government-sponsored entities and agencies 79,916 ( 78 ) 1,173,044 ( 134,717 ) 1,252,960 ( 134,795 ) Mortgage-backed securities - Agency 252,875 ( 953 ) 3,157,476 ( 486,252 ) 3,410,351 ( 487,205 ) States and political subdivisions 6,561 ( 17 ) 234,389 ( 17,269 ) 240,950 ( 17,286 ) Pooled trust preferred securities — — 11,734 ( 2,085 ) 11,734 ( 2,085 ) Other securities 1,766 ( 88 ) 124,990 ( 5,259 ) 126,756 ( 5,347 ) Total available-for-sale $ 341,118 $ ( 1,136 ) $ 4,885,808 $ ( 653,197 ) $ 5,226,926 $ ( 654,333 ) December 31, 2024 Available-for-Sale U.S. Treasury $ 3,977 $ ( 26 ) $ 177,691 $ ( 12,633 ) $ 181,668 $ ( 12,659 ) U.S. government-sponsored entities and agencies 98,280 ( 1,713 ) 1,144,618 ( 179,647 ) 1,242,898 ( 181,360 ) Mortgage-backed securities - Agency 857,440 ( 9,172 ) 3,406,350 ( 653,009 ) 4,263,790 ( 662,181 ) States and political subdivisions 133,906 ( 1,462 ) 279,121 ( 24,419 ) 413,027 ( 25,881 ) Pooled trust preferred securities — — 11,322 ( 2,485 ) 11,322 ( 2,485 ) Other securities 33,292 ( 295 ) 199,631 ( 12,655 ) 232,923 ( 12,950 ) Total available-for-sale $ 1,126,895 $ ( 12,668 ) $ 5,218,733 $ ( 884,848 ) $ 6,345,628 $ ( 897,516 ) The following table summarizes the held-to-maturity investment securities with unrecognized losses aggregated by major security type and length of time in a continuous loss position: Less than 12 months 12 months or longer Total (dollars in thousands) Fair Value Unrecognized Losses Fair Value Unrecognized Losses Fair Value Unrecognized Losses December 31, 2025 Held-to-Maturity U.S. government-sponsored entities and agencies $ — $ — $ 710,909 $ ( 129,526 ) $ 710,909 $ ( 129,526 ) Mortgage-backed securities - Agency — — 782,818 ( 127,505 ) 782,818 ( 127,505 ) States and political subdivisions — — 995,331 ( 99,072 ) 995,331 ( 99,072 ) Total held-to-maturity $ — $ — $ 2,489,058 $ ( 356,103 ) $ 2,489,058 $ ( 356,103 ) December 31, 2024 Held-to-Maturity U.S. government-sponsored entities and agencies $ — $ — $ 664,331 $ ( 168,653 ) $ 664,331 $ ( 168,653 ) Mortgage-backed securities - Agency — — 800,666 ( 169,546 ) 800,666 ( 169,546 ) States and political subdivisions 37,007 ( 430 ) 937,364 ( 145,431 ) 974,371 ( 145,861 ) Total held-to-maturity $ 37,007 $ ( 430 ) $ 2,402,361 $ ( 483,630 ) $ 2,439,368 $ ( 484,060 ) The unrecognized losses on held-to-maturity investment securities presented in the table above do not include unrecognized losses on securities that were transferred from available-for-sale to held-for-maturity totaling $ 94.1 million at December 31, 2025 and $ 110.0 million at December 31, 2024. These unrecognized losses are included as a separate component of shareholders’ equity and are being amortized over the remaining term of the securities. No allowance for credit losses for available-for-sale debt securities was needed at December 31, 2025 or December 31, 2024. 93 An allowance on held-to-maturity debt securities is maintained for certain municipal bonds to account for expected lifetime credit losses. Substantially all of the U.S. government-sponsored entities and agencies and agency mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not record expected credit losses. The allowance for credit losses on held-to-maturity debt securities was $ 0.2 million at December 31, 2025 and December 31, 2024. Accrued interest receivable on securities portfolio is excluded from the estimate of credit losses and totaled $ 70.1 million at December 31, 2025 and $ 55.3 million at December 31, 2024. At December 31, 2025, Old National’s securities portfolio consisted of 3,159 securities, 2,179 of which were in an unrealized loss position. The unrealized losses attributable to our U.S. Treasury, U.S. government-sponsored entities and agencies, agency mortgage-backed securities, states and political subdivisions, and other securities are the result of fluctuations in interest rates and market movements. Old National’s pooled trust preferred securities are evaluated using collateral-specific assumptions to estimate the expected future interest and principal cash flows. At December 31, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery. Old National’s pooled trust preferred securities have experienced credit defaults. However, we believe that the value of the instruments lies in the full and timely interest payments that will be received through maturity, the steady amortization that will be experienced until maturity, and the full return of principal by the final maturity of the collateralized debt obligations. Old National did not recognize any losses on these securities for the years ended December 31, 2025 or December 31, 2024. Equity Securities Equity securities consist of mutual funds for Community Reinvestment Act qualified investments and diversified investment securities held in a grantor trust for participants in the Company’s nonqualified deferred compensation plan. 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 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 $ 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. NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES Loans Old National’s loans consist primarily of loans made to consumers and commercial clients in many diverse industries, including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Most of Old National’s lending activity occurs within our principal geographic markets in the Midwest and Southeast regions of the United States. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. In the ordinary course of business, Old National grants loans to certain executive officers and directors (collectively referred to as “related parties”). The aggregate amount of loans to related parties was not greater than 5 % of the Company’s shareholders’ equity at December 31, 2025 or 2024. Old National has loan participations, which qualify as participating interests, with other financial institutions. At December 31, 2025, these loans totaled $ 3.8 billion, of which $ 1.9 billion had been sold to other financial institutions and $ 1.9 billion was retained by Old National. The loan participations convey proportionate ownership rights with equal priority to each participating interest holder; involve no recourse (other than ordinary 94 representations and warranties) to, or subordination by, any participating interest holder; all cash flows are divided among the participating interest holders in proportion to each holder’s share of ownership; and no holder has the right to pledge the entire financial asset unless all participating interest holders agree. The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and consumer – are reclassified into seven segments of loans – commercial, commercial real estate, business banking credit center (“BBCC”), residential real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans. The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The portfolio segment reclassifications follow: Balance Sheet Line Item Portfolio Segment Reclassifications Portfolio Segment After Reclassifications (dollars in thousands) December 31, 2025 Commercial (1) $ 14,983,861 $ ( 220,410 ) $ 14,763,451 Commercial real estate 22,050,007 ( 175,670 ) 21,874,337 BBCC N/A 396,080 396,080 Residential real estate 8,467,496 — 8,467,496 Consumer 3,262,798 ( 3,262,798 ) N/A Indirect N/A 1,075,235 1,075,235 Direct N/A 649,297 649,297 Home equity N/A 1,538,266 1,538,266 Total loans (2) 48,764,162 — 48,764,162 Allowance for credit losses on loans ( 569,520 ) — ( 569,520 ) Net loans $ 48,194,642 $ — $ 48,194,642 December 31, 2024 Commercial (1) $ 10,288,560 $ ( 232,301 ) $ 10,056,259 Commercial real estate 16,307,486 ( 174,438 ) 16,133,048 BBCC N/A 406,739 406,739 Residential real estate 6,797,586 — 6,797,586 Consumer 2,892,255 ( 2,892,255 ) N/A Indirect N/A 1,096,778 1,096,778 Direct N/A 514,144 514,144 Home equity N/A 1,281,333 1,281,333 Total loans (2) 36,285,887 — 36,285,887 Allowance for credit losses on loans ( 392,522 ) — ( 392,522 ) Net loans $ 35,893,365 $ — $ 35,893,365 (1) Includes direct finance leases of $ 75.1 million at December 31, 2025 and $ 120.6 million at December 31, 2024. (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: Commercial Commercial loans are classified primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its clients. 95 Commercial Real Estate Commercial real estate loans are classified primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing Old National’s commercial real estate portfolio are diverse in terms of type and geographic location. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner-occupied loans. Included with commercial real estate are construction loans, which are underwritten utilizing independent appraisal reviews, sensitivity analysis of absorption and lease rates, financial analysis of the developers and property owners, and feasibility studies, if available. Construction loans are generally based on estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders (including Old National), sales of developed property, or an interim loan commitment from Old National until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing. At 255 %, Old National Bank’s applicable investor commercial real estate loans as a percentage of its Tier 1 capital plus the allowance for credit losses attributable to loans and leases remained below the regulatory guideline limit of 300 % at December 31, 2025. BBCC BBCC loans are typically granted to small businesses with gross revenues of less than $5 million and aggregate debt of less than $1 million. Old National has established minimum debt service coverage ratios, minimum Fair Isaac Corporation (“FICO”) scores for owners and guarantors, and the ability to show relatively stable earnings as criteria to help mitigate risk. Repayment of these loans depends on the personal income of the borrowers and the cash flows of the business. These factors can be affected by such changes as economic conditions and unemployment levels. Residential With respect to residential loans that are secured by 1 - 4 family residences and are generally owner occupied, Old National typically establishes a maximum loan-to-value ratio and generally requires private mortgage insurance if that ratio is exceeded. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in residential property values. Portfolio risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers. Indirect Indirect loans are secured by automobile collateral, generally new and used cars and trucks from auto dealers that operate within our footprint. Old National typically mitigates the risk of indirect loans by establishing minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers and ongoing reviews of dealer relationships. Direct Direct loans are typically secured by collateral such as auto or real estate or are unsecured. Old National has established underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers. 96 Home Equity Home equity loans are generally secured by 1-4 family residences that are owner-occupied. Old National has established underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread over many borrowers, along with monitoring of updated borrower credit scores. Allowance for Credit Losses Loans 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, home price index, and the BBB ratio (BBB spread to the 10-year U.S. Treasury rate). In addition to the quantitative inputs, several qualitative factors are considered. These factors include the risk that macroeconomic forecasts of unemployment, gross domestic product, home price index, and the BBB ratio may prove to be more severe and/or prolonged than our baseline forecast due to a variety of considerations. Old National’s activity in the allowance for credit losses on loans by portfolio segment was as follows: (dollars in thousands) Balance at Beginning of Period Allowance Established for Acquired PCD Loans Charge-offs Recoveries Provision (Release) for Loan Losses Balance at End of Period Year Ended December 31, 2025 Commercial $ 148,722 $ 37,158 $ ( 63,352 ) $ 4,547 $ 117,595 $ 244,670 Commercial real estate 200,309 66,049 ( 43,647 ) 2,717 42,904 268,332 BBCC 2,813 — ( 2,150 ) 611 1,097 2,371 Residential real estate 22,922 148 ( 570 ) 505 11,389 34,394 Indirect 8,434 6 ( 7,450 ) 2,583 4,448 8,021 Direct 2,304 47 ( 7,597 ) 2,525 5,199 2,478 Home equity 7,018 138 ( 261 ) 1,249 1,110 9,254 Total $ 392,522 $ 103,546 $ ( 125,027 ) $ 14,737 $ 183,742 $ 569,520 Year Ended December 31, 2024 Commercial $ 118,333 $ 17,838 $ ( 36,172 ) $ 1,623 $ 47,100 $ 148,722 Commercial real estate 155,099 8,041 ( 18,565 ) 2,713 53,021 200,309 BBCC 2,887 — ( 1,801 ) 325 1,402 2,813 Residential real estate 20,837 134 ( 14 ) 883 1,082 22,922 Indirect 1,236 — ( 5,610 ) 1,274 11,534 8,434 Direct 3,169 59 ( 8,672 ) 2,152 5,596 2,304 Home equity 6,049 653 ( 470 ) 330 456 7,018 Total $ 307,610 $ 26,725 $ ( 71,304 ) $ 9,300 $ 120,191 $ 392,522 Year Ended December 31, 2023 Commercial $ 120,612 $ — $ ( 41,451 ) $ 4,172 $ 35,000 $ 118,333 Commercial real estate 138,244 — ( 11,198 ) 2,417 25,636 155,099 BBCC 2,431 — ( 1,650 ) 275 1,831 2,887 Residential real estate 21,916 — ( 256 ) 1,268 ( 2,091 ) 20,837 Indirect 1,532 — ( 2,948 ) 1,559 1,093 1,236 Direct 12,116 — ( 10,517 ) 2,331 ( 761 ) 3,169 Home equity 6,820 — ( 443 ) 531 ( 859 ) 6,049 Total $ 303,671 $ — $ ( 68,463 ) $ 12,553 $ 59,849 $ 307,610 97 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. In addition, the provision for credit losses on loans in the year ended December 31, 2024 included $ 15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction. Accrued interest receivable on loans is excluded from the estimate of credit losses and totaled $ 228.6 million at December 31, 2025 and $ 171.6 million at December 31, 2024. Unfunded Loan Commitments Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. Old National’s activity in the allowance for credit losses on unfunded loan commitments was as follows: Years Ended December 31, (dollars in thousands) 2025 2024 2023 Balance at beginning of period $ 21,654 $ 31,226 $ 32,188 Provision for credit losses on unfunded loan commitments acquired during the period 6,458 1,763 — Provision (release) for credit losses on unfunded loan commitments 7,521 ( 11,335 ) ( 962 ) Balance at end of period $ 35,633 $ 21,654 $ 31,226 Credit Quality Old National’s management monitors the credit quality of its loans on an ongoing basis with the AQR for commercial, commercial real estate, and BBCC loans reviewed annually or at renewal and the performance of its residential and consumer loans based upon the accrual status refreshed at least quarterly. Internally, management assigns an AQR to each non-homogeneous commercial, commercial real estate, and BBCC loan in the portfolio. The primary determinants of the AQR are the reliability of the primary source of repayment and the past, present, and projected financial condition of the borrower. The AQR will also consider current industry conditions. Major factors used in determining the AQR can vary based on the nature of the loan, but commonly include factors such as debt service coverage, internal cash flow, liquidity, leverage, operating performance, debt burden, FICO scores, occupancy, interest rate sensitivity, and expense burden. Old National uses the following definitions for risk ratings: Special Mention . 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 Old National’s credit position at some future date. Classified – Substandard . Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. 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 Old National will sustain some loss if the deficiencies are not corrected. Classified – Nonaccrual . Loans classified as nonaccrual have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, in doubt. Classified – Doubtful . Loans classified as doubtful have all the weaknesses inherent in those classified as nonaccrual, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. 98 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 class of loan and origination year: Origination Year Revolving to Term (dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total December 31, 2025 Commercial: Pass $ 3,073,330 $ 1,895,772 $ 1,186,468 $ 1,064,904 $ 619,076 $ 1,567,563 $ 3,458,502 $ 774,686 $ 13,640,301 Special Mention 23,368 84,827 88,803 18,830 7,878 8,161 82,334 14,990 329,191 Classified: Substandard 16,253 89,293 113,232 62,649 68,265 56,616 129,209 85,729 621,246 Nonaccrual 140 1,617 6,003 7,053 1,001 654 8,659 1,944 27,071 Doubtful — 7,337 34,925 27,218 2,409 24,547 — 49,206 145,642 Total $ 3,113,091 $ 2,078,846 $ 1,429,431 $ 1,180,654 $ 698,629 $ 1,657,541 $ 3,678,704 $ 926,555 $ 14,763,451 Commercial real estate: Pass $ 3,746,158 $ 2,363,809 $ 2,510,901 $ 3,325,135 $ 1,945,116 $ 5,082,931 $ 169,450 $ 886,279 $ 20,029,779 Special Mention 12,351 20,695 85,266 97,148 102,821 107,590 16,239 24,962 467,072 Classified: Substandard 14,773 34,761 184,806 294,789 116,261 321,725 45,692 120,284 1,133,091 Nonaccrual — 4,721 1,282 6,905 5,442 24,308 — 23,642 66,300 Doubtful — 3,120 23,039 38,716 22,966 60,503 — 29,751 178,095 Total $ 3,773,282 $ 2,427,106 $ 2,805,294 $ 3,762,693 $ 2,192,606 $ 5,597,057 $ 231,381 $ 1,084,918 $ 21,874,337 BBCC: Pass $ 57,344 $ 53,469 $ 50,466 $ 35,366 $ 20,106 $ 75,805 $ 65,971 $ 20,036 $ 378,563 Special Mention — 663 834 512 535 1,490 2,281 3,323 9,638 Classified: Substandard 86 191 474 304 26 724 203 2,877 4,885 Nonaccrual 50 — 60 98 359 345 — 1,115 2,027 Doubtful — — 463 205 — 31 — 268 967 Total $ 57,480 $ 54,323 $ 52,297 $ 36,485 $ 21,026 $ 78,395 $ 68,455 $ 27,619 $ 396,080 99 Origination Year Revolving to Term (dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Total December 31, 2024 Commercial: Pass $ 1,852,046 $ 1,267,721 $ 1,145,488 $ 699,429 $ 450,332 $ 624,522 $ 2,577,941 $ 593,232 $ 9,210,711 Special Mention 46,935 102,372 32,250 40,221 21,538 20,535 80,625 28,978 373,454 Classified: Substandard 27,139 49,340 77,835 35,036 19,307 25,503 78,210 40,217 352,587 Nonaccrual 2,221 1,072 4,199 1,530 604 1,357 719 829 12,531 Doubtful 3,419 20,145 27,016 1,774 5,451 1,494 15,405 32,272 106,976 Total $ 1,931,760 $ 1,440,650 $ 1,286,788 $ 777,990 $ 497,232 $ 673,411 $ 2,752,900 $ 695,528 $ 10,056,259 Commercial real estate: Pass $ 2,196,306 $ 2,555,236 $ 3,825,305 $ 2,065,037 $ 1,362,703 $ 1,641,611 $ 122,708 $ 891,682 $ 14,660,588 Special Mention 72,020 31,203 158,254 48,524 37,693 64,357 — 111,900 523,951 Classified: Substandard 47,079 55,923 249,269 102,913 39,466 142,110 996 76,897 714,653 Nonaccrual 3,693 411 3,579 15,922 1,930 3,231 — 118 28,884 Doubtful 7,787 9,689 16,501 37,455 22,817 59,879 — 50,844 204,972 Total $ 2,326,885 $ 2,652,462 $ 4,252,908 $ 2,269,851 $ 1,464,609 $ 1,911,188 $ 123,704 $ 1,131,441 $ 16,133,048 BBCC: Pass $ 79,760 $ 78,420 $ 55,687 $ 33,857 $ 30,215 $ 22,797 $ 67,668 $ 16,265 $ 384,669 Special Mention 1,579 1,067 807 917 21 224 3,582 3,028 11,225 Classified: Substandard 468 976 56 136 598 308 755 2,876 6,173 Nonaccrual — 114 312 177 63 119 — 551 1,336 Doubtful — 397 841 350 15 845 — 888 3,336 Total $ 81,807 $ 80,974 $ 57,703 $ 35,437 $ 30,912 $ 24,293 $ 72,005 $ 23,608 $ 406,739 100 For residential real estate and consumer loan classes, Old National evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost of term residential real estate and consumer loans based on payment activity and origination year: Origination Year Revolving to Term (dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total December 31, 2025 Residential real estate: Performing $ 955,730 $ 539,011 $ 584,626 $ 1,668,796 $ 1,960,186 $ 2,684,743 $ — $ 598 $ 8,393,690 Nonperforming 1,639 5,684 10,409 17,917 5,328 32,829 — — 73,806 Total $ 957,369 $ 544,695 $ 595,035 $ 1,686,713 $ 1,965,514 $ 2,717,572 $ — $ 598 $ 8,467,496 Indirect: Performing $ 417,924 $ 296,068 $ 170,873 $ 124,182 $ 42,664 $ 17,567 $ 155 $ — $ 1,069,433 Nonperforming 574 1,299 1,747 1,332 638 212 — — 5,802 Total $ 418,498 $ 297,367 $ 172,620 $ 125,514 $ 43,302 $ 17,779 $ 155 $ — $ 1,075,235 Direct: Performing $ 72,393 $ 54,308 $ 49,357 $ 53,343 $ 41,664 $ 132,876 $ 236,832 $ 4,193 $ 644,966 Nonperforming 43 404 435 402 345 2,691 — 11 4,331 Total $ 72,436 $ 54,712 $ 49,792 $ 53,745 $ 42,009 $ 135,567 $ 236,832 $ 4,204 $ 649,297 Home equity: Performing $ 11 $ 71 $ 395 $ 1,227 $ 651 $ 16,913 $ 1,443,256 $ 58,538 $ 1,521,062 Nonperforming 42 40 45 938 95 3,359 546 12,139 17,204 Total $ 53 $ 111 $ 440 $ 2,165 $ 746 $ 20,272 $ 1,443,802 $ 70,677 $ 1,538,266 Origination Year Revolving to Term 2024 2023 2022 2021 2020 Prior Revolving Total December 31, 2024 Residential real estate: Performing $ 509,704 $ 476,698 $ 1,455,085 $ 1,662,195 $ 1,574,961 $ 1,058,175 $ 43 $ 271 $ 6,737,132 Nonperforming 480 5,060 11,210 6,298 5,208 32,198 — — 60,454 Total $ 510,184 $ 481,758 $ 1,466,295 $ 1,668,493 $ 1,580,169 $ 1,090,373 $ 43 $ 271 $ 6,797,586 Indirect: Performing $ 438,835 $ 279,910 $ 227,691 $ 92,223 $ 37,937 $ 14,810 $ — $ — $ 1,091,406 Nonperforming 714 1,147 1,498 1,378 373 262 — — 5,372 Total $ 439,549 $ 281,057 $ 229,189 $ 93,601 $ 38,310 $ 15,072 $ — $ — $ 1,096,778 Direct: Performing $ 83,773 $ 72,838 $ 66,563 $ 61,317 $ 34,159 $ 80,188 $ 108,572 $ 3,327 $ 510,737 Nonperforming 96 313 365 352 468 1,730 1 82 3,407 Total $ 83,869 $ 73,151 $ 66,928 $ 61,669 $ 34,627 $ 81,918 $ 108,573 $ 3,409 $ 514,144 Home equity: Performing $ — $ — $ 259 $ 210 $ 1,135 $ 11,005 $ 1,216,226 $ 31,787 $ 1,260,622 Nonperforming — — 1,278 91 209 4,920 2,594 11,619 20,711 Total $ — $ — $ 1,537 $ 301 $ 1,344 $ 15,925 $ 1,218,820 $ 43,406 $ 1,281,333 101 The following table summarizes the gross charge-offs of loans by loan portfolio segment and origination year: Origination Year (dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total Year Ended December 31, 2025 Commercial $ 820 $ 14,445 $ 9,200 $ 24,252 $ 2,873 $ 11,762 $ — $ 63,352 Commercial real estate — — 3,787 3,347 18,799 17,714 — 43,647 BBCC — 146 1,036 194 23 751 — 2,150 Residential real estate — — — 268 — 302 — 570 Indirect 609 2,456 2,265 1,277 597 246 — 7,450 Direct 276 578 748 1,378 1,242 2,660 715 7,597 Home equity — — — 101 — 160 — 261 Total gross charge-offs $ 1,705 $ 17,625 $ 17,036 $ 30,817 $ 23,534 $ 33,595 $ 715 $ 125,027 Origination Year 2024 2023 2022 2021 2020 Prior Revolving Total Year Ended December 31, 2024 Commercial $ 2,892 $ 13,447 $ 11,797 $ 2,074 $ 4,061 $ 923 $ 978 $ 36,172 Commercial real estate 70 204 84 6,570 2 11,635 — 18,565 BBCC — 1,184 410 56 112 39 — 1,801 Residential real estate — — — — — 14 — 14 Indirect 426 2,426 1,660 687 127 284 — 5,610 Direct 279 610 1,906 1,763 750 1,074 2,290 8,672 Home equity — — — 34 — 436 — 470 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 Old National does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured. 102 The following table presents the aging of the amortized cost basis in past due loans by class of loans: (dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Past Due 90 Days or More Total Past Due Current Total Loans December 31, 2025 Commercial $ 23,702 $ 7,200 $ 68,776 $ 99,678 $ 14,663,773 $ 14,763,451 Commercial real estate 20,870 8,151 122,781 151,802 21,722,535 21,874,337 BBCC 1,297 1,359 463 3,119 392,961 396,080 Residential 45,817 13,650 40,512 99,979 8,367,517 8,467,496 Indirect 8,844 2,263 1,877 12,984 1,062,251 1,075,235 Direct 3,644 1,605 1,762 7,011 642,286 649,297 Home equity 7,186 2,956 8,307 18,449 1,519,817 1,538,266 Total $ 111,360 $ 37,184 $ 244,478 $ 393,022 $ 48,371,140 $ 48,764,162 December 31, 2024 Commercial $ 5,970 $ 12,021 $ 47,257 $ 65,248 $ 9,991,011 $ 10,056,259 Commercial real estate 19,240 12,728 60,145 92,113 16,040,935 16,133,048 BBCC 1,227 861 1,430 3,518 403,221 406,739 Residential 49,331 12,085 26,698 88,114 6,709,472 6,797,586 Indirect 9,700 2,675 1,463 13,838 1,082,940 1,096,778 Direct 2,004 970 1,470 4,444 509,700 514,144 Home equity 4,765 3,399 7,567 15,731 1,265,602 1,281,333 Total $ 92,237 $ 44,739 $ 146,030 $ 283,006 $ 36,002,881 $ 36,285,887 The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing by class of loan: December 31, 2025 December 31, 2024 (dollars in thousands) Nonaccrual Amortized Cost Nonaccrual With No Related Allowance Past Due 90 Days or More and Accruing Nonaccrual Amortized Cost Nonaccrual With No Related Allowance Past Due 90 Days or More and Accruing Commercial $ 172,713 $ 9,665 $ 1,310 $ 119,507 $ 30,551 $ 861 Commercial real estate 244,395 57,647 — 233,856 64,453 3,126 BBCC 2,994 — 177 4,672 — — Residential 73,806 — 599 60,454 — — Indirect 5,802 — 203 5,372 — — Direct 4,331 — 74 3,407 — — Home equity 17,204 — 328 20,711 — 73 Total $ 521,245 $ 67,312 $ 2,691 $ 447,979 $ 95,004 $ 4,060 Interest income recognized on nonaccrual loans was insignificant during the years ended December 31, 2025 and 2024. 103 When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty, and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. 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 : Type of Collateral (dollars in thousands) Real Estate Blanket Lien Investment Securities/Cash Auto Other December 31, 2025 Commercial $ 17,098 $ 131,107 $ 6,851 $ 5,411 $ 1,942 Commercial real estate 237,984 3,381 1,238 — 116 BBCC 1,364 832 269 260 — Residential 73,806 — — — — Indirect — — — 5,802 — Direct 3,676 15 — 324 16 Home equity 17,204 — — — — Total $ 351,132 $ 135,335 $ 8,358 $ 11,797 $ 2,074 December 31, 2024 Commercial $ 17,520 $ 68,985 $ 6,980 $ 6,544 $ 5,215 Commercial real estate 228,952 542 1,046 — — BBCC 3,201 1,137 86 248 — Residential 60,454 — — — — Indirect — — — 5,372 — Direct 2,623 16 23 396 34 Home equity 20,711 — — — — Total $ 333,461 $ 70,680 $ 8,135 $ 12,560 $ 5,249 Financial Difficulty Modifications Occasionally, Old National modifies loans to borrowers experiencing financial difficulty in the form of principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction (or a combination thereof). When principal forgiveness is provided, the amount forgiven is charged-off against the allowance for credit losses on loans. The following table presents the amortized cost basis of financial difficulty modifications that were modified by class of loans and type of modification: (dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Total Class of Loans Year Ended December 31, 2025 Commercial $ 39,735 $ — $ 8,376 0.3 % Commercial real estate 107,807 — — 0.5 % Total $ 147,542 $ — $ 8,376 0.3 % Year Ended December 31, 2024 Commercial $ 43,330 $ 4,637 $ — 0.4 % Commercial real estate 151,983 2,666 — 0.9 % 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 % 104 Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts. The following table presents the performance of financial difficulty modifications in the twelve months following modification: (dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Past Due 90 Days or More Total Past Due Current Total Loans December 31, 2025 Commercial $ 8,203 $ — $ 3,934 $ 12,137 $ 35,974 $ 48,111 Commercial real estate — — 2,517 2,517 105,290 107,807 Total $ 8,203 $ — $ 6,451 $ 14,654 $ 141,264 $ 155,918 December 31, 2024 Commercial $ — $ 1,352 $ 3,900 $ 5,252 $ 42,715 $ 47,967 Commercial real estate 3,804 1,741 4,920 10,465 144,184 154,649 Total $ 3,804 $ 3,093 $ 8,820 $ 15,717 $ 186,899 $ 202,616 The following table summarizes the nature of the financial difficulty modifications by class of loans: Weighted- Average Term Extension (in months) Weighted- Average Payment Delay (in months) Weighted- Average Interest Rate Reduction Year Ended December 31, 2025 Commercial 5.5 — 1.50 % Commercial real estate 7.9 — — % Total 7.3 — 1.50 % Year Ended December 31, 2024 Commercial 7.2 6.0 — % 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. 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. 105 Purchased Credit Deteriorated Loans Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows: (dollars in thousands) Bremer (1) CapStar (2) Purchase price of loans at acquisition $ 1,876,226 $ 610,691 Allowance for credit losses at acquisition 103,546 26,725 Non-credit discount at acquisition 75,826 41,886 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. NOTE 5 – PREMISES AND EQUIPMENT The composition of premises and equipment was as follows: December 31, (dollars in thousands) 2025 2024 Land $ 124,938 $ 96,798 Buildings 543,931 491,553 Furniture, fixtures, and equipment 202,630 158,529 Leasehold improvements 121,893 97,260 Total 993,392 844,140 Accumulated depreciation ( 302,568 ) ( 255,170 ) 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. Finance Leases Old National leases certain banking center buildings and equipment under finance leases that are included in premises and equipment. See Notes 6 and 13 to the consolidated financial statements for detail regarding these leases. NOTE 6 – LEASES Old National determines if an arrangement is or contains a lease at contract inception. Operating leases are included in other assets and other liabilities in our consolidated balance sheets. Finance leases are included in premises and equipment and other borrowings in our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, we use the implicit lease rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date. The incremental borrowing rate is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Old National has operating and finance leases for land, office space, banking centers, and equipment. These leases are generally for periods of 5 to 30 years with various renewal options. We include certain renewal options in the measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised. 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 106 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. Old National has lease agreements with lease and non-lease components, which are generally accounted for separately. 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. Old National does not have any material sub-lease agreements. The components of lease expense were as follows: Affected Line Item in the Statement of Income Years Ended December 31, (dollars in thousands) 2025 2024 2023 Operating lease cost Occupancy/Equipment expense $ 36,100 $ 32,603 $ 31,175 Finance lease cost: Amortization of right-of-use assets Occupancy expense 9,235 6,688 2,921 Interest on lease liabilities Interest expense 901 1,039 722 Sub-lease income Occupancy expense ( 355 ) ( 446 ) ( 387 ) Total $ 45,881 $ 39,884 $ 34,431 Supplemental balance sheet information related to leases was as follows: December 31, (dollars in thousands) 2025 2024 Operating Leases Operating lease right-of-use assets $ 209,327 $ 181,920 Operating lease liabilities 226,624 200,068 Finance Leases Premises and equipment, net 23,950 23,205 Other borrowings 25,798 24,822