10-K – 2026-02-19 – onb-20251231.htm

Weighted-Average Remaining Lease Term (in Years)
Operating leases 8.7 7.8
Finance leases 7.0 7.8

Weighted-Average Discount Rate
Operating leases 3.72   % 3.14   %
Finance leases 4.04   % 3.96   %

Supplemental cash flow information related to leases was as follows:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 37,777   $ 33,281   $ 31,720  
Operating cash flows from finance leases 901   1,039   722  
Financing cash flows from finance leases 9,003   6,206   2,533  

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The following table presents a maturity analysis of the Company’s lease liability by lease classification at December 31, 2025:

(dollars in thousands) Operating
Leases Finance
Leases
2026 $ 39,743   $ 9,757  
2027 38,359   3,750  
2028 34,428   2,886  
2029 31,705   1,498  
2030 27,363   1,533  
Thereafter 96,184   10,446  
Total undiscounted lease payments 267,782   29,870  
Amounts representing interest ( 41,158 ) ( 4,072 )
Lease liability $ 226,624   $ 25,798  

NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents the changes in the carrying amount of goodwill:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Balance at beginning of period $ 2,175,251   $ 1,998,716   $ 1,998,716  
Acquisitions and adjustments 250,449   176,535   —  

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

During 2025, Old National recorded $ 250.4  million of goodwill associated with the acquisition of Bremer. During 2024, Old National recorded $ 176.5  million of goodwill associated with the acquisition of CapStar. See Note 2 to the consolidated financial statements for additional detail regarding these transactions.
Old National performed the required annual goodwill impairment test as of August 31, 2025 and there was no impairment. No events or circumstances since the August 31, 2025 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists.
The gross carrying amounts and accumulated amortization of other intangible assets were as follows:

(dollars in thousands) Gross
Carrying
Amount Accumulated
Amortization
and Impairment Net
Carrying
Amount
December 31, 2025
Core deposit $ 586,735   $ ( 166,160 ) $ 420,575  
Customer trust relationships 93,892   ( 32,181 ) 61,711  
Total intangible assets $ 680,627   $ ( 198,341 ) $ 482,286  

December 31, 2024
Core deposit $ 189,636   $ ( 95,950 ) $ 93,686  
Customer trust relationships 50,892   ( 23,731 ) 27,161  
Total intangible assets $ 240,528   $ ( 119,681 ) $ 120,847  

Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years. During 2025, Old National recorded $ 397.1  million of core deposit intangibles and $ 43.0  million of customer relationship intangibles associated with the acquisition of Bremer. During 2024, Old National recorded $ 46.1  million of core deposit intangibles associated with the acquisition of CapStar.
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Old National reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.  No impairment charges were recorded in 2025, 2024, or 2023. Total amortization expense associated with intangible assets was $ 78.7 million in 2025, $ 27.5 million in 2024, and $ 24.2 million in 2023.
Estimated amortization expense for future years is as follows:

(dollars in thousands)
2026 $ 96,109  
2027 84,810  
2028 73,689  
2029 62,983  
2030 52,287  
Thereafter 112,408  
Total $ 482,286  

NOTE 8 – LOAN SERVICING RIGHTS
Loan servicing rights are included in other assets on the balance sheet. Loans serviced for others are not reported as assets. The principal balance of mortgage loans serviced for others totaled $ 6.9 billion at December 31, 2025 and $ 4.6 billion at December 31, 2024. Custodial escrow balances maintained in connection with serviced loans totaled $ 50.9 million at December 31, 2025 and $ 29.8 million at December 31, 2024.
The following table summarizes the carrying values and activity related to loan servicing rights and the related valuation allowance:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Balance at beginning of period $ 40,972   $ 35,789   $ 37,267  
Additions (1)
35,494   10,829   3,657  
Amortization ( 7,908 ) ( 5,646 ) ( 5,135 )
Balance before valuation allowance at end of period 68,558   40,972   35,789  
Valuation allowance:
Balance at beginning of period ( 36 ) —   —  
(Additions)/recoveries ( 108 ) ( 36 ) —  
Balance at end of period ( 144 ) ( 36 ) —  
Loan servicing rights, net $ 68,414   $ 40,936   $ 35,789  

(1) Additions in 2025 included loan servicing rights of $ 22.7  million acquired in the Bremer transaction on May 1, 2025. Additions in 2024 included loan servicing rights of $ 2.7  million acquired in the CapStar transaction on April 1, 2024.
At December 31, 2025, the fair value of servicing rights was $ 82.6 million, which was determined using a discount rate of 9 % and a conditional prepayment rate of 9 %. At December 31, 2024, the fair value of servicing rights was $ 55.7 million, which was determined using a discount rate of 10 % and a conditional prepayment rate of 8 %.

NOTE 9 – QUALIFIED AFFORDABLE HOUSING PROJECTS AND OTHER TAX CREDIT INVESTMENTS
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. As of December 31, 2025, Old National expects to recover its remaining investments through the use of the tax credits that are generated by the investments.
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The following table summarizes Old National’s investments in qualified affordable housing projects and other tax credit investments:

(dollars in thousands) December 31, 2025 December 31, 2024
Investment Accounting Method Investment Unfunded
Commitment  (1)
Investment Unfunded Commitment
Low Income Housing Tax Credit (“LIHTC”) Proportional amortization $ 257,752   $ 135,776   $ 199,350   $ 115,345  
Federal Historic Tax Credit (“FHTC”) Proportional amortization 23,964   16,505   30,835   24,869  
New Markets Tax Credit (“NMTC”) Consolidation 128,325   —   60,462   —  
Renewable Energy Equity 4   —   4   —  
Total $ 410,045   $ 152,281   $ 290,651   $ 140,214  

(1) All commitments will be paid by Old National by December 31, 2040.
The following table summarizes the amortization expense and tax benefit recognized for Old National’s qualified affordable housing projects and other tax credit investments:

(dollars in thousands) Amortization
Expense (1)
Tax Expense
(Benefit)
Recognized  (2)

Year Ended December 31, 2025

LIHTC $ 15,188   $ ( 20,274 )
FHTC 4,879   ( 5,662 )
NMTC 26,066   ( 31,565 )

Total $ 46,133   $ ( 57,501 )

Year Ended December 31, 2024

LIHTC $ 10,819   $ ( 14,551 )
FHTC 2,624   ( 2,733 )
NMTC 12,636   ( 15,720 )
Renewable Energy 197   —  
Total $ 26,276   $ ( 33,004 )

Year Ended December 31, 2023

LIHTC $ 9,343   $ ( 10,980 )
FHTC 5,487   ( 6,186 )
NMTC 8,982   ( 11,195 )
Renewable Energy 898   —  
Total $ 24,710   $ ( 28,361 )

(1) The amortization expense for the LIHTC and FHTC investments is included in our income tax expense . Prior to the adoption of ASU 2023-02 on January 1, 2024, FHTC amortization expense was included in noninterest expense. NMTC amortization is recognized in noninterest expense in correlation to the recognition of tax credits on our tax return. Amortization expense for the Renewable Energy tax credits is included in noninterest expense.
(2) All of the tax benefits recognized are included in our income tax expense . The tax benefit recognized for the NMTC and Renewable Energy investments primarily reflects the tax credits generated from the investments and excludes the net tax expense (benefit) and deferred tax liability of the investments’ income (loss).
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NOTE 10 – DEPOSITS
At December 31, 2025, the scheduled maturities of total time deposits were as follows:

(dollars in thousands)
Due in 2026
$ 9,271,979  
Due in 2027
275,838  
Due in 2028
53,190  
Due in 2029
28,147  
Due in 2030
22,270  
Thereafter 9,600  
Total $ 9,661,024  

The aggregate amount of time deposits in denominations that met or exceeded the FDIC insurance limit of $250,000 totaled $ 2.9 billion at December 31, 2025 and $ 2.0 billion at December 31, 2024.

NOTE 11 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities sold under agreements to repurchase are secured borrowings. Old National pledges investment securities to secure these borrowings.  The following table presents securities sold under agreements to repurchase and related weighted-average interest rates for each of the years ended December 31:

(dollars in thousands) 2025 2024
Outstanding at year-end $ 261,366   $ 268,975  
Average amount outstanding 275,701   258,630  
Maximum amount outstanding at any month-end 311,335   319,423  
Weighted-average interest rate:
During year 0.93   % 1.06   %
End of year 0.95   0.86  

The following table presents the contractual maturity of our secured borrowings and class of collateral pledged:

At December 31, 2025
Remaining Contractual Maturity of the Agreements
(dollars in thousands) Overnight and
Continuous Up to
30 Days 30-90 Days Greater Than
90 days Total
Repurchase Agreements:
U.S. Treasury and agency securities $ 261,366   $ —   $ —   $ —   $ 261,366  
Total $ 261,366   $ —   $ —   $ —   $ 261,366  

NOTE 12 – FEDERAL HOME LOAN BANK ADVANCES
The following table summarizes Old National Bank’s FHLB advances:

December 31,
(dollars in thousands) 2025 2024
FHLB advances (fixed rates 2.25 % to 5.03 % and
   variable rates 3.65 % to 3.79 %) maturing
   February 2026 to January 2045
$ 6,230,200   $ 4,475,285  
Fair value hedge basis adjustments and unamortized
   prepayment fees 7,175   ( 22,726 )
Total other borrowings $ 6,237,375   $ 4,452,559  

FHLB advances had weighted-average rates of 3.71 % at December 31, 2025 and 3.54 % at December 31, 2024. FHLB advances are collateralized by designated assets that may include qualifying commercial real estate loans, residential and multifamily mortgages, home equity loans, and certain investment securities.
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At December 31, 2025, total unamortized prepayment fees related to all FHLB advance debt modifications completed in prior years totaled $ 3.3 million, compared to $ 8.2 million at December 31, 2024.
Contractual maturities of FHLB advances at December 31, 2025 were as follows:

(dollars in thousands)
Due in 2026
$ 2,405,000  
Due in 2027
141,000  
Due in 2028
748,000  
Due in 2029
706,000  
Due in 2030
979,000  
Thereafter 1,251,200  
Fair value hedge basis adjustments and unamortized prepayment fees 7,175  
Total $ 6,237,375  

NOTE 13 – OTHER BORROWINGS
The following table summarizes Old National’s other borrowings:

  December 31,
(dollars in thousands) 2025 2024
Old National Bancorp:
Subordinated debentures (fixed rate 5.88 %) maturing September 2026
$ 150,000   $ 150,000  
Subordinated debentures redeemed in September 2025
—   30,000  
Junior subordinated debentures (rates of 5.38 % to 7.68 %)
   maturing July 2031 to September 2037
198,499   136,643  
Other basis adjustments 7,891   13,049  
Old National Bank:
Finance lease liabilities 25,798   24,822  
Subordinated debentures matured in October 2025 —   12,000  
Leveraged loans for NMTC (fixed rates of 1.00 % to 7.25 %)
   maturing December 2027 to December 2060
459,452   210,251  
Other (1)
10,789   112,853  
Total other borrowings $ 852,429   $ 689,618  

(1) Includes overnight borrowings to collateralize certain derivative positions totaling $ 10.8  million at December 31, 2025 and $ 112.8  million at December 31, 2024.
Contractual maturities of other borrowings at December 31, 2025 were as follows:

(dollars in thousands)  
Due in 2026
$ 169,740  
Due in 2027
19,839  
Due in 2028
2,389  
Due in 2029
1,059  
Due in 2030
1,140  
Thereafter 650,371  
Unamortized debt issuance costs and other basis adjustments 7,891  
Total $ 852,429  

Junior Subordinated Debentures
Junior subordinated debentures related to trust preferred securities are classified in “other borrowings” and qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.
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Through various mergers and acquisitions, Old National assumed junior subordinated debenture obligations related to various trusts that issued trust preferred securities. Old National guarantees the payment of distributions on the trust preferred securities issued by the trusts. Proceeds from the issuance of each of these securities were used to purchase junior subordinated debentures with the same financial terms as the securities issued by the trusts.
Old National, at any time, may redeem the junior subordinated debentures at par and, thereby cause a redemption of the trust preferred securities in whole or in part.
The following table summarizes the terms of our outstanding junior subordinated debentures as of December 31, 2025:

(dollars in thousands)

Name of Trust
Issuance Date Issuance
Amount Rate Rate at
December 31,
2025
Maturity Date
Bridgeview Statutory Trust I July 2001 $ 15,464   3-month SOFR plus 3.58 %
7.68   % July 31, 2031
Bridgeview Capital Trust II December 2002 15,464   3-month SOFR plus 3.35 %
7.52   % January 7, 2033
First Midwest Capital Trust I November 2003 37,825   6.95 % fixed
6.95   % December 1, 2033
St. Joseph Capital Trust II March 2005 5,155   3-month SOFR plus 1.75 %
5.72   % March 17, 2035
Northern States Statutory Trust I September 2005 10,310   3-month SOFR plus 1.80 %
5.78   % September 15, 2035
Anchor Capital Trust III August 2005 5,000   3-month SOFR plus 1.55 %
5.48   % September 30, 2035
Great Lakes Statutory Trust II December 2005 6,186   3-month SOFR plus 1.40 %
5.38   % December 15, 2035
Bremer Statutory Trust II June 2006 61,856   3-month SOFR plus 1.60 %
5.65   % June 1, 2036
Home Federal Statutory
   Trust I September 2006 15,464   3-month SOFR plus 1.65 %
5.63   % September 15, 2036
Monroe Bancorp Capital
   Trust I July 2006 3,093   3-month SOFR plus 1.60 %
5.77   % October 7, 2036
Tower Capital Trust 3 December 2006 9,279   3-month SOFR plus 1.69 %
5.74   % March 1, 2037
Monroe Bancorp Statutory
   Trust II March 2007 5,155   3-month SOFR plus 1.60 %
5.58   % June 15, 2037
Great Lakes Statutory Trust III June 2007 8,248   3-month SOFR plus 1.70 %
5.68   % September 15, 2037
Total $ 198,499  

Leveraged Loans
The leveraged loans are directly related to the NMTC structure. As part of the transaction structure, Old National has the right to sell its interest in the entity that received the leveraged loans at an agreed upon price to the leveraged lender at the end of the NMTC seven-year compliance period. See Note 9 to the consolidated financial statements for additional information on the Company’s NMTC investments.
Finance Lease Liabilities
Old National has long-term finance lease liabilities for certain banking centers and equipment totaling $ 25.8 million at December 31, 2025. See Note 6 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities.
Subsequent Event – Subordinated Notes Issued
On January 29, 2026, Old National completed the issuance and sale of $ 450.0  million aggregate principal amount of its 5.768 % fixed-to-floating rate subordinated notes due 2036 (the “Notes”). From the date of issuance to February 15, 2031, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 5.768 % per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. From February 15, 2031 to the maturity date of February 15, 2036, or earlier redemption date, the Notes will bear interest at a floating rate per year equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus 220 basis points, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, commencing on May 15, 2031. The Company intends to use the net proceeds from this offering for general corporate purposes.
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NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes within each classification of AOCI, net of tax:

(dollars in thousands) Unrealized
Gains and
Losses on
Available-for-Sale Debt
Securities Unrecognized
Gains and
Losses on
Held-to-Maturity
Securities Gains and
Losses on
Hedges Defined
Benefit
Pension
Plans Total
Year Ended December 31, 2025
Balance at beginning of period $ ( 668,063 ) $ ( 82,294 ) $ 4,314   $ —   $ ( 746,043 )
Other comprehensive income (loss) before
      reclassifications 239,600   —   8,126   —   247,726  
Amounts reclassified from AOCI to income (1)
27   11,830   7,789   19,646  
Balance at end of period $ ( 428,436 ) $ ( 70,464 ) $ 20,229   $ —   $ ( 478,671 )

Year Ended December 31, 2024
Balance at beginning of period $ ( 652,518 ) $ ( 95,472 ) $ 9,181   $ —   $ ( 738,809 )
Other comprehensive income (loss) before
      reclassifications ( 15,702 ) —   ( 17,936 ) —   ( 33,638 )
Amounts reclassified from AOCI to income (1)
157   13,178   13,069   26,404  
Balance at end of period $ ( 668,063 ) $ ( 82,294 ) $ 4,314   $ —   $ ( 746,043 )

Year Ended December 31, 2023
Balance at beginning of period $ ( 642,346 ) $ ( 112,664 ) $ ( 31,549 ) $ 137   $ ( 786,422 )
Other comprehensive income (loss) before
      reclassifications ( 14,817 ) 1,325   51,871   —   38,379  
Amounts reclassified from AOCI to income (1)
4,645   15,867   ( 11,141 ) ( 137 ) 9,234  
Balance at end of period $ ( 652,518 ) $ ( 95,472 ) $ 9,181   $ —   $ ( 738,809 )

(1) See table below for details about reclassifications to income.
The following table summarizes the significant amounts reclassified out of each component of AOCI:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Details about AOCI Components Amount Reclassified
from AOCI Affected Line Item in the
Statement of Income
Unrealized gains and losses on
   available-for-sale debt securities $ ( 37 ) $ ( 212 ) $ ( 6,265 ) Debt securities gains (losses), net
10   55   1,620   Income tax (expense) benefit
$ ( 27 ) $ ( 157 ) $ ( 4,645 ) Net income
Amortization of unrecognized losses on
   held-to-maturity securities transferred
   from available-for-sale $ ( 15,855 ) $ ( 17,664 ) $ ( 21,239 ) Interest income (expense)
4,025   4,486   5,372   Income tax (expense) benefit
$ ( 11,830 ) $ ( 13,178 ) $ ( 15,867 ) Net income
Gains and losses on hedges
   Interest rate contracts $ ( 10,505 ) $ ( 17,628 ) $ 15,067   Interest income (expense)
2,716   4,559   ( 3,926 ) Income tax (expense) benefit
$ ( 7,789 ) $ ( 13,069 ) $ 11,141   Net income
Amortization of defined benefit
   pension items
Actuarial gains (losses) $ —   $ —   $ 182   Salaries and employee benefits
—   —   ( 45 ) Income tax (expense) benefit
$ —   $ —   $ 137   Net income

Total reclassifications for the period $ ( 19,646 ) $ ( 26,404 ) $ ( 9,234 ) Net income

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NOTE 15 – INCOME TAXES
Following is a summary of the major items comprising the differences in taxes from continuing operations computed at the federal statutory rate and as recorded in the consolidated statement of income:

Years Ended December 31,
2025 2024 2023
(dollars in thousands) Amount Percent Amount Percent Amount Percent
Provision at statutory rate $ 176,693   21.0   % $ 142,892   21.0   % $ 157,774   21.0   %
State income taxes 32,948   3.9   19,619   2.9   31,164   4.1  
Tax credit investments - federal:
New market tax credits ( 24,881 ) ( 3.0 ) ( 12,476 ) ( 1.8 ) ( 7,545 ) ( 1.0 )
Other tax credit investments ( 3,439 ) ( 0.4 ) ( 2,353 ) ( 0.3 ) ( 4,645 ) ( 0.6 )
Nontaxable or nondeductible items:
Tax-exempt interest ( 22,518 ) ( 2.7 ) ( 19,439 ) ( 2.9 ) ( 18,582 ) ( 2.5 )
FDIC premiums 10,792   1.3   8,754   1.3   7,912   1.1  
Other nontaxable or nondeductible items 1,762   0.2   2,772   0.4   2,816   0.4  
Change in uncertain tax positions 374   —   ( 2,811 ) ( 0.4 ) ( 832 ) ( 0.1 )
Other, net 405   —   4,292   0.6   1,248   0.2  
Income tax expense $ 172,136   20.5   % $ 141,250   20.8   % $ 169,310   22.5   %

The provision for income taxes consisted of the following components:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Income taxes currently payable:
Federal $ 62,964   $ 99,532   $ 121,428  
State 27,146   21,317   37,331  
Deferred income taxes related to:
Federal 66,601   14,956   7,941  
State 15,425   5,445   2,610  
Deferred income tax expense 82,026   20,401   10,551  
Income tax expense $ 172,136   $ 141,250   $ 169,310  

Illinois and Minnesota collectively represented more than 50% of the Company’s state income tax expense for the year ended December 31, 2025 presented in the table above, which reflects the Company’s operations and taxable income generated within these jurisdictions.
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Net Deferred Tax Assets
Net deferred tax assets are included in other assets on the balance sheet. Significant components of net deferred tax assets (liabilities) were as follows:

December 31,
(dollars in thousands) 2025 2024
Deferred Tax Assets    
Allowance for credit losses on loans, net of recapture $ 157,121   $ 105,475  
Acquired loans 152,407   49,093  
Unrealized losses on available-for-sale investment securities 141,993   222,467  
Operating lease liabilities 65,656   57,495  
Benefit plan accruals 43,871   40,089  
Net operating loss carryforwards 28,327   19,601  
Unrealized losses on held-to-maturity investment securities 23,640   27,664  
FDIC deductible premiums 790   3,766  

Purchase accounting assets —   10,062  

Other, net 4,550   6,658  
Total deferred tax assets 618,355   542,370  
Deferred Tax Liabilities
Operating lease right-of-use assets ( 60,676 ) ( 52,441 )
Purchase accounting liabilities ( 31,694 ) —  
Loan servicing rights ( 17,453 ) ( 10,012 )
Premises and equipment ( 16,388 ) ( 13,358 )
Unrealized gains on hedges ( 7,343 ) ( 1,505 )
Prepaid expenses ( 5,685 ) ( 3,982 )
Tax credit investments and other partnerships ( 1,809 ) ( 2,310 )

Other, net ( 4,138 ) ( 2,315 )
Total deferred tax liabilities ( 145,186 ) ( 85,923 )
Net deferred tax assets $ 473,169   $ 456,447  

The Company’s retained earnings at December 31, 2025 included an appropriation for acquired thrifts’ tax bad debt allowances totaling $ 58.6 million for which no provision for federal or state income taxes has been made. If in the future, this portion of retained earnings were distributed as a result of the liquidation of the Company or its subsidiaries, federal and state income taxes would be imposed at the then applicable rates.
No valuation allowance was required on the Company’s deferred tax assets at December 31, 2025 or 2024. Old National has federal net operating loss carryforwards totaling $ 87.8 million at December 31, 2025 and $ 60.2 million at December 31, 2024. This federal net operating loss was acquired from the acquisition of Anchor BanCorp Wisconsin Inc. in 2016, First Midwest in 2022, and CapStar in 2024. If not used, the federal net operating loss carryforwards will begin expiring in 2032 and later. Old National has recorded state net operating loss carryforwards totaling $ 140.3 million at December 31, 2025 and $ 106.0 million at December 31, 2024. If not used, the state net operating loss carryforwards will expire from 2028 to 2039. 
The federal and recorded state net operating loss carryforwards are subject to an annual limitation under Internal Revenue Code section 382. Old National believes that all of the federal and recorded state net operating loss carryforwards will be used prior to expiration.
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Unrecognized Tax Benefits
The following table presents the changes in the carrying amount of unrecognized tax benefits:

Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Balance at beginning of period $ 6,994   $ 9,955   $ 11,007  
Additions for acquired uncertain tax positions 8,178   —   —  
Additions based on tax positions related to prior years 2,152   —   60  

Reductions due to statute of limitations expiring ( 1,579 ) ( 2,961 ) ( 1,112 )
Balance at end of period $ 15,745   $ 6,994   $ 9,955  

If recognized, approximately $ 13.4  million of unrecognized tax benefits, net of interest, would favorably affect the effective income tax rate in future periods.
It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in their respective federal or state income tax accounts. Interest and penalties recorded and accrued totaled $ 1.2 million at December 31, 2025.
Old National and its subsidiaries file a consolidated U.S. federal income tax return, as well as filing various state returns. The 2021 through 2024 tax years are open and subject to examination.
Income Taxes Paid
The following table presents the amount of income taxes paid (net of refunds received) disaggregated by federal and state taxes:

Years Ended December 31,
(dollars in thousands)   2025 2024 2023
Jurisdiction Type Jurisdiction Income Taxes Paid
(Net of Refunds)
Federal Federal $ 116,600   $ 78,639   $ 137,386  
State Minnesota 15,090   5,225   8,600  
State Illinois 13,500   2,500   28,200  

State All others 9,103   14,212   16,117  
Total   $ 154,293   $ 100,576   $ 190,303  

NOTE 16 – SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS
Our Amended and Restated 2008 Incentive Compensation Plan (the “ICP”), which was approved by shareholders, permits the grant of share-based awards to our employees. At December 31, 2025, 3.1 million shares were available for issuance. The granting of awards to key employees is typically in the form of restricted stock or performance share awards or units. We believe that such awards better align the interests of our employees with those of our shareholders. Total compensation cost included in salaries and employee benefits for the ICP was $ 38.2 million in 2025, $ 32.3 million in 2024, and $ 27.9 million in 2023. The total income tax benefit was $ 9.4 million in 2025, $ 7.9 million in 2024, and $ 6.9 million in 2023.
Restricted Stock Awards
Restricted stock awards require certain continued service requirements to be met and shares generally vest, depending on the award terms, annually over a three-year period. Compensation expense is recognized on a straight-line basis over the vesting period. Shares are subject to certain restrictions and risk of forfeiture by the participants.
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A summary of changes in our unvested shares follows:

Years Ended December 31,
2025 2024
(shares in thousands) Shares Weighted
Average
Grant-Date
Fair Value Shares Weighted
Average
Grant-Date
Fair Value
Unvested balance at beginning of period 3,289   $ 16.47   1,932   $ 16.51  
Granted during the year 1,221   21.55   2,392   16.64  
Vested during the year ( 1,810 ) 16.54   ( 955 ) 17.36  
Forfeited during the year ( 114 ) 18.22   ( 80 ) 16.38  
Unvested balance at end of period 2,586   $ 18.75   3,289   $ 16.47  

As of December 31, 2025, there was $ 29.7 million of total unrecognized compensation cost related to unvested restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of the shares vested was $ 29.9 million in 2025, $ 16.6  million in 2024, and $ 15.1  million in 2023.
Performance Shares or Units
Performance shares or units require certain performance goals to be achieved and shares are earned and vest at the end of a 36 month period based on the achievement of certain targets. Compensation expense is recognized on a straight-line basis over the performance period of the award. For certain awards, the level of performance could increase or decrease the number of shares earned. Shares are subject to certain restrictions and risk of forfeiture by the participants.
A summary of changes in our unvested shares follows:

Years Ended December 31,
2025 2024
(shares in thousands) Shares Weighted
Average
Grant-Date
Fair Value Shares Weighted
Average
Grant-Date
Fair Value
Unvested balance at beginning of period 1,121   $ 18.21   1,177   $ 17.50  
Granted during the year 490   22.65   415   18.88  
Vested during the year ( 647 ) 15.90   ( 472 ) 17.01  
Forfeited during the year —   —   ( 32 ) 18.50  
Dividend equivalents adjustment 74   18.37   33   18.22  
Unvested balance at end of period 1,038   $ 20.65   1,121   $ 18.21  

As of December 31, 2025, there was $ 5.4 million of total unrecognized compensation cost related to unvested restricted stock units. The cost is expected to be recognized over a weighted-average period of 1.2 years.
Stock Options and Appreciation Rights
Old National has not granted stock options since 2009. However, Old National did acquire stock options and stock appreciation rights through its prior acquisitions. Old National recorded no incremental expense associated with the conversion of these options and stock appreciation rights.
As of December 31, 2025, all options were fully vested, and all compensation costs had been expensed. At December 31, 2025, no stock appreciation rights were outstanding as the remaining awards were exercised during 2023.
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Information related to stock option and appreciation rights follows:

Year Ended December 31,
(dollars in thousands) 2025 2024 2023
Intrinsic value of options/appreciation rights exercised $ —   $ —   $ 70  

Tax benefit realized from options/appreciation rights exercises —   —   28  

Non-employee Director Stock Compensation
Compensation paid to Old National’s non-employee directors includes a stock component. Shares issued as part of director compensation are granted annually. Any shares awarded to directors are anticipated to be issued from the ICP. In 2025, 27,000 shares were issued to directors, compared to 26,000 shares in 2024, and 41,000 shares in 2023.
Employee Stock Ownership Plan
The Employee Stock Ownership and Savings Plan (the “401(k) Plan”) allows employees to make pre-tax and Roth 401(k) contributions. Subject to the conditions and limitations of the 401(k) Plan, new employees are automatically enrolled in the 401(k) Plan with an automatic deferral of 5 % of eligible compensation, unless participation is changed or declined. All active participants receive a Company match of 100 % of the first 5 % contributed into the 401(k) Plan. In addition to matching contributions, Old National may make discretionary contributions to the 401(k) Plan in the form of Old National stock or cash. In 2024, Old National made a discretionary employer cash contribution of 4 % of participants’ eligible 2023 compensation. There were no designated discretionary contributions in 2025 or 2023. All contributions vest immediately, and plan participants may elect to redirect funds among any of the investment options provided under the 401( k) Plan. The number of Old National shares in the 401(k) Plan were 0.8 million at December 31, 2025 and 0.9 million at December 31, 2024. All shares owned through the 401(k) Plan are included in the calculation of weighted-average shares outstanding for purposes of calculating diluted and basic earnings per share. Contribution expense under the 401(k) Plan was $ 25.0 million in 2025, $ 34.8 million in 2024, and $ 20.3 million in 2023.

NOTE 17 – SHAREHOLDERS’ EQUITY
Stock Purchase and Dividend Reinvestment Plan
Old National has a stock purchase and dividend reinvestment plan under which common shares issued may be either repurchased shares or authorized and previously unissued shares. A new plan became effective on August 13, 2024, with total authorized and unissued shares of common stock reserved for issuance of 3.0 million. At December 31, 2025, 3.0  million authorized and unissued shares of common stock were available for issuance under the plan.
Employee Stock Purchase Plan
Old National has an employee stock purchase plan under which eligible employees can purchase common shares at a discount to the market price. Currently, the discount under the plan is set at 5 % of the fair value of the common shares on the purchase date (i.e., at a purchase price of 95 %). No participant may purchase common shares with a fair value in excess of $ 25,000 in any calendar year. In 2025, 53,000 shares were issued related to this plan with proceeds of approximately $ 1.1  million. In 2024, 62,000 shares were issued related to this plan with proceeds of approximately $ 1.0  million.
Share Repurchase Program
In the first quarter of 2025, the Board of Directors approved a share repurchase program that authorized the Company to repurchase up to $ 200  million of the Company’s outstanding shares of Common Stock, as conditions warrant, through February 28, 2026. During 2025, 2.2 million common shares were repurchased under the plan. In the first quarter of 2026, the Board of Directors approved a new share repurchase program, under which the Company is authorized to repurchase up to $ 400  million of its outstanding shares of common stock through February 28, 2027. This new share repurchase program replaces the prior $ 200  million program, which was scheduled to expire February 28, 2026.
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Net Income per Common Share
Basic and diluted net income per common share are calculated using the two-class method. Net income applicable to common shares is divided by the weighted-average number of common shares outstanding during the period. Adjustments to the weighted-average number of common shares outstanding are made only when such adjustments will dilute net income per common share. Net income applicable to common shares is then divided by the weighted-average number of common shares and common share equivalents during the period.
The following table presents the calculation of basic and diluted net income per common share:

(dollars and shares in thousands,
except per share data) Years Ended December 31,
2025 2024 2023
Net income $ 669,257   $ 539,188   $ 581,992  
Preferred dividends ( 16,135 ) ( 16,135 ) ( 16,135 )
Net income applicable to common shares $ 653,122   $ 523,053   $ 565,857  

Weighted average common shares outstanding:
Weighted average common shares outstanding (basic) 363,513   309,499   290,748  
Effect of dilutive securities (1) :

Restricted stock 1,951   1,502   1,107  

Weighted average diluted shares outstanding 365,464   311,001   291,855  
Basic Net Income Per Common Share $ 1.80   $ 1.69   $ 1.95  
Diluted Net Income Per Common Share $ 1.79   $ 1.68   $ 1.94  

(1) Old National had potentially dilutive shares from forward sale contracts for the year ended December 31, 2024 that were determined to be antidilutive and were excluded from the calculation of diluted net income per share. Old National received net proceeds from the sale of shares of Old National common stock and full physical settlement of the forward sale agreements in 2025.

NOTE 18 – FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
• Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
• Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
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Old National used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Investment securities and equity securities : The fair values for investment securities and equity securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using swap and SOFR curves plus spreads that adjust for loss severities, volatility, credit risk, and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.
Loans held-for-sale : The fair value of loans held-for-sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).
Derivative financial instruments : The fair values of derivative financial instruments are based on market quotes developed using observable inputs as of the valuation date (Level 2).
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Recurring Basis
Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which we have elected the fair value option, are summarized below:

Fair Value Measurements at December 31, 2025 Using
(dollars in thousands) Carrying Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Equity securities $ 128,857   $ 128,857   $ —   $ —  
Investment securities available-for-sale:
U.S. Treasury 214,544   214,544   —   —  
U.S. government-sponsored entities and agencies 1,372,392   —   1,372,392   —  
Mortgage-backed securities - Agency 9,168,035   —   9,168,035   —  
States and political subdivisions 426,008   —   426,008   —  
Pooled trust preferred securities 11,734   —   11,734   —  
Other securities 191,737   —   191,737   —  
Loans held-for-sale 52,911   —   52,911   —  
Derivative assets 170,828   —   170,828   —  
Financial Liabilities
Derivative liabilities 258,968   —   258,968   —  

Fair Value Measurements at December 31, 2024 Using
(dollars in thousands) Carrying
Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Equity securities $ 91,996   $ 91,996   $ —   $ —  
Investment securities available-for-sale:
U.S. Treasury 199,013   199,013   —   —  
U.S. government-sponsored entities and agencies 1,257,906   —   1,257,906   —  
Mortgage-backed securities - Agency 5,204,891   —   5,204,891   —  
States and political subdivisions 485,544   —   485,544   —  
Pooled trust preferred securities 11,322   —   11,322   —  
Other securities 299,783   —   299,783   —  
Loans held-for-sale 34,483   —   34,483   —  
Derivative assets 146,478   —   146,478   —  
Financial Liabilities
Derivative liabilities 244,313   —   244,313   —  

Non-Recurring Basis
Assets measured at fair value on a non-recurring basis at December 31, 2025 are summarized below:

Fair Value Measurements at December 31, 2025 Using
(dollars in thousands) Carrying
Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Collateral Dependent Loans:
Commercial loans $ 55,471   $ —   $ —   $ 55,471  
Commercial real estate loans 109,852   —   —   109,852  
Foreclosed Assets:
Commercial real estate 975   —   —   975  
Residential 98   —   —   98  

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Commercial and commercial real estate loans that are deemed collateral dependent are valued using the discounted cash flows. The liquidation amounts are based on the fair value of the underlying collateral using the most recently available appraisals with certain adjustments made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral. These commercial and commercial real estate loans had a principal amount of $ 256.3 million, with a valuation allowance of $ 90.9 million at December 31, 2025. Old National recorded provision expense associated with commercial and commercial real estate loans that were deemed collateral dependent totaling $ 22.2 million in 2025.
Other real estate owned and other repossessed property is measured at fair value less costs to sell on a non-recurring basis and had a net carrying amount of $ 1.1 million at December 31, 2025. There were write-downs of other real estate owned of $ 0.6 million in 2025.
Assets measured at fair value on a non-recurring basis at December 31, 2024 are summarized below:

Fair Value Measurements at December 31, 2024 Using
(dollars in thousands) Carrying
Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Collateral Dependent Loans:
Commercial loans $ 33,658   $ —   $ —   $ 33,658  
Commercial real estate loans 121,393   —   —   121,393  
Foreclosed Assets:
Commercial real estate 975   —   —   975  
Residential 244   —   —   244  

At December 31, 2024, commercial and commercial real estate loans that were deemed collateral dependent had a principal amount of $ 213.8 million, with a valuation allowance of $ 58.7 million. Old National recorded provision expense associated with these loans totaling $ 49.0 million in 2024.
The net carrying amount of other real estate owned and other repossessed property totaled $ 1.2 million at December 31, 2024. There were write-downs of other real estate owned of $ 0.5 million in 2024.
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The table below provides quantitative information about significant unobservable inputs used in fair value measurements within Level 3 of the fair value hierarchy:

(dollars in thousands) Fair
Value Valuation
Techniques Unobservable
Input Range (Weighted
Average) (1)

December 31, 2025
Collateral Dependent Loans
Commercial loans $ 55,471   Discounted
cash flow Discount for type of property,
age of appraisal, and current status 8 % - 50 % ( 35 %)

Commercial real estate loans 109,852   Discounted
cash flow Discount for type of property,
age of appraisal, and current status 2 % - 61 % ( 17 %)

Foreclosed Assets
Commercial real estate (2)
975   Fair value of collateral Discount for type of property,
age of appraisal, and current status 30 %
Residential (2)
98   Fair value of collateral Discount for type of property,
age of appraisal, and current status 44 %
December 31, 2024
Collateral Dependent Loans
Commercial loans $ 33,658   Discounted
cash flow Discount for type of property,
age of appraisal, and current status 9 % - 49 % ( 31 %)

Commercial real estate loans 121,393   Discounted
cash flow Discount for type of property,
age of appraisal, and current status 3 % - 46 % ( 18 %)

Foreclosed Assets
Commercial real estate (2)
975   Fair value of collateral Discount for type of property,
age of appraisal, and current status 28 %
Residential (2)
244   Fair value of collateral Discount for type of property,
age of appraisal, and current status 24 %

(1) Unobservable inputs were weighted by the relative fair value of the instruments.
(2) There was only one foreclosed commercial real estate property and one foreclosed residential real estate property at December 31, 2025 and December 31, 2024 with write-downs during 2025 and 2024, so no range or weighted average is reported.
Fair Value Option
Old National may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made.
Loans Held-For-Sale
Old National has elected the fair value option for loans held-for-sale. For these loans, interest income is recorded in the consolidated statements of income based on the contractual amount of interest income earned on the financial assets (except any that are on nonaccrual status). None of these loans are 90 days or more past due, nor are any on nonaccrual status. Interest income for loans held-for-sale is included in the income statement totaling $ 3.6 million in 2025, $ 2.3 million in 2024, and $ 1.2 million in 2023.
Newly originated conforming fixed-rate and adjustable-rate first mortgage loans are intended for sale and are hedged with derivative instruments. Old National has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplification. The fair value option was not elected for loans held for investment.
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The difference between the aggregate fair value and the aggregate remaining principal balance for loans for which the fair value option has been elected was as follows:

(dollars in thousands) Aggregate
Fair Value Difference Contractual
Principal
December 31, 2025
Loans held-for-sale $ 52,911   $ 1,148   $ 51,763  

December 31, 2024
Loans held-for-sale $ 34,483   $ 271   $ 34,212  

Accrued interest at period end is included in the fair value of the instruments.
The following table presents the amount of gains and losses from fair value changes included in income before income taxes for financial assets carried at fair value:

(dollars in thousands) Other
Gains and
(Losses) Interest
Income Interest
(Expense) Total Changes
in Fair Values
Included in
Current Period
Earnings
Year Ended December 31, 2025
Loans held-for-sale $ 874   $ 101   $ ( 98 ) $ 877  

Year Ended December 31, 2024
Loans held-for-sale $ ( 377 ) $ 32   $ ( 5 ) $ ( 350 )

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Financial Instruments Not Carried at Fair Value
The carrying amounts and estimated fair values of financial instruments not carried at fair value were as follows:

  Fair Value Measurements at December 31, 2025 Using
(dollars in thousands) Carrying
Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Cash, due from banks, money market,
   and other interest-earning investments $ 1,826,177   $ 1,826,177   $ —   $ —  
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies 840,435   —   710,909   —  
Mortgage-backed securities - Agency 910,323   —   782,818   —  
State and political subdivisions 1,144,730   —   1,046,511   —  
Loans, net:
Commercial 14,737,809   —   —   14,831,563  
Commercial real estate 21,780,686   —   —   21,806,075  
Residential real estate 8,433,102   —   —   7,526,511  
Consumer 3,243,045   —   —   3,027,561  
Accrued interest receivable 306,812   894   77,288   228,630  

Financial Liabilities
Deposits:
Noninterest-bearing demand deposits $ 13,247,483   $ 13,247,483   $ —   $ —  
Checking, NOW, savings, and money market
   interest-bearing deposits 32,179,688   32,179,688   —   —  
Time deposits 9,661,024   —   9,540,748   —  
Federal funds purchased and interbank borrowings 100,197   100,197   — —  
Securities sold under agreements to repurchase 261,366   261,366   — —  
FHLB advances 6,237,375   —   6,229,752   —  
Other borrowings 852,429   —   853,938   —  
Accrued interest payable 65,291   —   65,291   —  
Standby letters of credit 1,672   —   —   1,672  

Off-Balance Sheet Financial Instruments
Commitments to extend credit $ —   $ —   $ —   $ 5,687  

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Fair Value Measurements at December 31, 2024 Using
(dollars in thousands) Carrying
Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial Assets
Cash, due from banks, money market,
   and other interest-earning investments $ 1,227,968   $ 1,227,968   $ —   $ —  
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies 832,984   —   664,331   —  
Mortgage-backed securities - Agency 970,212   —   800,666   —  
State and political subdivisions 1,151,685   —   1,006,141   —  
Loans, net:
Commercial 10,138,241   —   —   10,158,299  
Commercial real estate 16,105,961   —   —   15,961,968  
Residential real estate 6,774,664   —   —   6,080,709  
Consumer 2,874,499   —   —   2,800,060  
Accrued interest receivable 233,010   912   60,459   171,639  

Financial Liabilities
Deposits:
Noninterest-bearing demand deposits $ 9,399,019   $ 9,399,019   $ —   $ —  
Checking, NOW, savings, and money market
   interest-bearing deposits 24,668,802   24,668,802   —   —  
Time deposits 6,755,739   —   6,727,453   —  
Federal funds purchased and interbank borrowings 385   385   — —  
Securities sold under agreements to repurchase 268,975   268,975   — —  
FHLB advances 4,452,559   —   4,340,188   —  
Other borrowings 689,618   —   689,246   —  
Accrued interest payable 65,057   —   65,057   —  
Standby letters of credit 1,742   —   —   1,742  
Off-Balance Sheet Financial Instruments
Commitments to extend credit $ —   $ —   $ —   $ 3,403  

The methods utilized to measure the fair value of financial instruments at December 31, 2025 and 2024 represent an approximation of exit price, however, an actual exit price may differ.

NOTE 19 – DERIVATIVE FINANCIAL INSTRUMENTS
As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate contracts such as swaps, collars, and floors. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.
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.
Derivatives Designated as Hedges
Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:
Cash flow hedges : changes in fair value are recognized as a component in other comprehensive income (loss).
Fair value hedges : changes in fair value are recognized concurrently in earnings.
As long as a hedging instrument is designated, and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100 % of the periodic changes in fair value of the hedging instrument are
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accounted for as outlined above. This is the case whether or not economic mismatches exist in the hedging relationship. As a result, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings.
The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is presented in the same income statement line item that is used to present the earnings effect of the hedged item.
Cash Flow Hedges
Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $ 50.0 million notional amount at December 31, 2025 and $ 150.0 million notional amount at December 31, 2024. Interest rate swaps, collars, and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $ 2.3 billion notional amount at December 31, 2025 and $ 1.9 billion notional amount at December 31, 2024. The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.
Old National has designated its interest rate collars as cash flow hedges. The structure of these instruments is such that Old National pays the counterparty an incremental amount if the collar index exceeds the cap rate. Conversely, Old National receives an incremental amount if the index falls below the floor rate. No payments are required if the collar index falls between the cap and floor rates. 
Old National has designated its interest rate floor transactions as cash flow hedges. The structure of these instruments is such that Old National receives an incremental amount if the index falls below the floor strike rate. No payments are required if the index remains above the floor strike rate.
Fair Value Hedges
Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 1.1 billion notional amount at both December 31, 2025 and December 31, 2024. Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $ 927.4 million notional amount at both December 31, 2025 and December 31, 2024. The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.
The following table summarizes Old National’s derivatives designated as hedges:

December 31, 2025 December 31, 2024
Fair Value Fair Value
(dollars in thousands) Notional Assets (1)
Liabilities (2)
Notional Assets (1)
Liabilities (2)

Cash flow hedges:
Interest rate collars and floors on loan pools $ 2,300,000   $ 11,627   $ 1,667   $ 1,900,000   $ 3,490   $ 11,196  
Interest rate swaps on borrowings (3)
50,000   —   —   150,000   —   —  
Fair value hedges:
Interest rate swaps on investment securities (3)
927,407   —   —   927,407   —   —  
Interest rate swaps on borrowings (3)
1,100,000   4,836   —   1,100,000   665   —  
Total $ 16,463   $ 1,667   $ 4,155   $ 11,196  

(1) Derivative assets are included in other assets on the balance sheet.
(2) Derivative liabilities are included in other liabilities on the balance sheet.
(3) The fair values of certain counterparty interest rate swaps are zero due to the settlement of centrally cleared variation margin rules.
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The effect of derivative instruments in fair value hedging relationships on the consolidated statements of income were as follows:

(dollars in thousands) Gain (Loss)
Recognized
in Income on
Related
Hedged
Items
Derivatives in
Fair Value Hedging
Relationships Location of Gain or
(Loss) Recognized in
Income on Derivative Gain (Loss)
Recognized
in Income on
Derivative Hedged Items
in Fair Value
Hedging
Relationships Location of Gain or
(Loss) Recognized in
in Income on Related
Hedged Item
Year Ended
December 31, 2025
Interest rate contracts Interest income/(expense) $ 15,810   Fixed-rate debt Interest income/(expense) $ ( 15,811 )
Interest rate contracts Interest income/(expense) ( 26,403 ) Fixed-rate
investment
securities Interest income/(expense) 26,403  
Total $ ( 10,593 ) $ 10,592  

Year Ended
December 31, 2024
Interest rate contracts Interest income/(expense) $ ( 10,124 ) Fixed-rate debt Interest income/(expense) $ 10,053  
Interest rate contracts Interest income/(expense) 31,371   Fixed-rate
investment
securities Interest income/(expense) ( 31,018 )
Total $ 21,247   $ ( 20,965 )

Year Ended
December 31, 2023
Interest rate contracts Interest income/(expense) $ ( 1,769 ) Fixed-rate debt Interest income/(expense) $ 1,684  
Interest rate contracts Interest income/(expense) ( 52,625 ) Fixed-rate
investment
securities Interest income/(expense) 52,148  
Total $ ( 54,394 ) $ 53,832  

The effect of derivative instruments in cash flow hedging relationships on the consolidated statements of income were as follows:

    Years Ended December 31, Years Ended December 31,
(dollars in thousands)   2025 2024 2023 2025 2024 2023
Derivatives in
Cash Flow Hedging
Relationships Location of Gain or
(Loss) Reclassified
from AOCI into Income Gain (Loss)
Recognized in Other
Comprehensive
Income on Derivative Gain (Loss)
Reclassified from
AOCI into
Income
Interest rate contracts Interest income/(expense) $ 10,961   $ ( 25,987 ) $ 28,029   $ ( 14,899 ) $ ( 21,809 ) $ 11,621  

Amounts reported in AOCI related to cash flow hedges will be reclassified to interest income or interest expense as interest payments are received or paid on Old National’s derivative instruments. During the next 12 months, we estimate that $ 4.0 million will be reclassified to interest income and $ 11.7 million will be reclassified to interest expense.
Derivatives Not Designated as Hedges
Commitments to fund certain mortgage loans (“interest rate lock commitments”) and forward commitments for the future delivery of mortgage loans to third party investors (“forward mortgage loan contracts”) are considered derivatives. These derivative contracts do not qualify for hedge accounting. At December 31, 2025, the notional amounts of the interest rate lock commitments were $ 81.7 million and forward mortgage loan contracts were $ 120.6  million. At December 31, 2024, the notional amounts of the interest rate lock commitments were $ 57.4  million and forward commitments were $ 88.8 million. It is our practice to enter into forward mortgage loan contracts for the future delivery of residential mortgage loans to third-party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from our commitment to fund the loans.
Old National also enters into derivative instruments for the benefit of its clients. The notional amounts of these customer derivative instruments and the offsetting counterparty derivative instruments were $ 9.9 billion at December 31, 2025 and $ 6.3 billion at December 31, 2024. These derivative contracts do not qualify for hedge
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accounting. These instruments include interest rate swaps, caps, and collars.   Commonly, Old National will economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.
Old National enters into derivative financial instruments as part of its foreign currency risk management strategies. These derivative instruments consist of foreign currency forward contracts to accommodate the business needs of its clients. Old National does not designate these foreign currency forward contracts for hedge accounting treatment.
The following table summarizes Old National’s derivatives not designated as hedges:

December 31, 2025 December 31, 2024
Fair Value Fair Value
(dollars in thousands) Notional Assets (1)
Liabilities (2)
Notional Assets (1)
Liabilities (2)

Interest rate lock commitments $ 81,698   $ 583   $ —   $ 57,380   $ —   $ 166  
Forward mortgage loan contracts 120,584   —   402   88,808   807   —  
Customer interest rate swaps 9,939,577   76,026   180,367   6,255,123   12,827   219,926  
Counterparty interest rate swaps (3)
9,939,577   77,597   76,442   6,255,123   128,469   12,902  
Customer foreign currency contracts 12,086   106   27   10,265   28   121  
Counterparty foreign currency contracts 11,656   53   63   10,093   192   2  
Total $ 154,365   $ 257,301   $ 142,323   $ 233,117  

(1) Derivative assets are included in other assets on the balance sheet.
(2) Derivative liabilities are included in other liabilities on the balance sheet.
(3) The fair values of certain counterparty interest rate swaps are zero due to the settlement of centrally-cleared variation margin rules.
The effect of derivatives not designated as hedging instruments on the consolidated statements of income were as follows:

Years Ended December 31,
(dollars in thousands)   2025 2024 2023
Derivatives Not Designated as
Hedging Instruments Location of Gain or (Loss)
Recognized in Income on
Derivative Gain (Loss)
Recognized in Income on
Derivative
Interest rate contracts (1)
Other income/(expense) $ ( 358 ) $ 52   $ 457  
Mortgage contracts Mortgage banking revenue ( 848 ) 334   ( 401 )
Foreign currency contracts Other income/(expense) ( 27 ) ( 50 ) ( 45 )
Total   $ ( 1,233 ) $ 336   $ 11  

(1) Includes the valuation differences between the customer and offsetting swaps.
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Fair Value of Offsetting Derivatives
Certain derivative instruments are subject to master netting agreements with counterparties that provide rights of setoff. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Balance Sheet. The following table presents the fair value of the Company’s derivatives and offsetting positions:

December 31, 2025 December 31, 2024
(dollars in thousands) Assets Liabilities Assets Liabilities
Gross amounts recognized $ 170,828   $ 258,968   $ 146,478   $ 244,313  
Less: amounts offset in the Consolidated Balance Sheet —   —   —   —  
Net amount presented in the Consolidated Balance Sheet 170,828   258,968   146,478   244,313  
Gross amounts not offset in the Consolidated Balance Sheet
Offsetting derivative positions ( 78,172 ) ( 78,172 ) ( 24,098 ) ( 24,098 )
Cash collateral received or pledged ( 17,670 ) ( 28,689 ) —   ( 112,499 )
Net credit exposure $ 74,986   $ 152,107   $ 122,380   $ 107,716  

NOTE 20 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES
Litigation
At December 31, 2025, there were certain legal proceedings pending against the Company and its subsidiaries in the ordinary course of business. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company’s management does not expect that any potential liabilities arising from pending litigation will have a material adverse effect on the Company’s business, financial position, or results of operations.
Credit-Related Financial Instruments
Old National holds instruments, in the normal course of business with clients, that are considered financial guarantees and are recorded at fair value. Standby letters of credit guarantees are issued in connection with agreements made by clients to counterparties. Standby letters of credit are contingent upon failure of the client to perform the terms of the underlying contract. Credit risk associated with standby letters of credit is essentially the same as that associated with extending loans to clients and is subject to normal credit policies. The term of these standby letters of credit is typically one year or less. These commitments are not recorded in the consolidated financial statements.
The following table summarizes Old National Bank’s unfunded loan commitments and standby letters of credit:

December 31,
(dollars in thousands) 2025 2024
Unfunded loan commitments (1)
$ 12,145,320   $ 8,533,433  
Standby letters of credit (2)
199,638   194,323  

(1) Excludes cancellable loan commitments of $ 2.8 billion at December 31, 2025 and $ 2.5 billion at December 31, 2024.
(2) Notional amount, which represents the maximum amount of future funding requirements. The carrying value was $ 1.7  million at both December 31, 2025 and December 31, 2024.
At December 31, 2025, approximately 3 % of the unfunded loan commitments had fixed rates, with the remainder having floating rates ranging from 0.01 % to 20.74 %. The allowance for unfunded loan commitments totaled $ 35.6  million at December 31, 2025 and $ 21.7 million at December 31, 2024.
Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of $ 1.3 billion at December 31, 2025 and $ 730.5 million at December 31, 2024.
Visa Class B Restricted Shares
In 2008, Old National received Visa Class B restricted shares as part of Visa’s initial public offering. During the fourth quarter of 2023, Old National sold the 65,466 Class B shares and recognized a $ 21.6  million pre-tax gain. Prior to the sale, the shares were carried at a zero cost basis due to uncertainty surrounding the ability of the
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Company to transfer or otherwise liquidate the shares. After the sale, the Company did not hold any remaining Visa Class B restricted shares.

NOTE 21 – REGULATORY RESTRICTIONS
Restrictions on Cash and Due from Banks
Old National records the net of cash collateral received or pledged for collateralized swap positions. See Note 19 to the consolidated financial statements for additional information regarding cash and due from banks that was received or pledged as collateral on a gross basis at December 31, 2025 and December 31, 2024.
Restrictions on Transfers from Bank Subsidiary
Regulations limit the amount of dividends a bank subsidiary can declare in any calendar year without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any calendar year would exceed the total of net income of the current year combined with retained net income for the preceding two years . Prior regulatory approval to pay dividends was not required in 2023, 2024, or 2025 and is not currently required. A bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered “undercapitalized” (as defined by reference to the Office of the Comptroller of the Currency’s (“OCC’s”) capital regulations). At December 31, 2025, Old National Bank could pay dividends of $ 803.3  million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
Restrictions on the Payment of Dividends
Old National has traditionally paid a quarterly dividend on its outstanding shares of common stock and preferred stock. The payment of dividends is subject to legal and regulatory restrictions, as well as approval by our Board of Directors. Any payment of dividends in the future will depend, in large part, on Old National’s earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.
Capital Adequacy
Old National and Old National Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can elicit certain mandatory actions by regulators that, if undertaken, could have a direct material effect on Old National’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Old National and Old National Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulation to ensure capital adequacy require Old National and Old National Bank to maintain minimum amounts and ratios as set forth in the following tables.
At December 31, 2025, Old National and Old National Bank each exceeded the capital ratios required to be considered “well-capitalized” under applicable regulations.
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The following table summarizes capital ratios for Old National and Old National Bank:

  Actual Regulatory Minimum  (1)
Prompt Corrective Action
“Well Capitalized”
Guidelines (2)

(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
December 31, 2025
Total capital to risk-weighted
   assets
Old National Bancorp $ 6,889,846   12.85   % $ 5,629,850   10.50   % $ 5,361,762   10.00   %
Old National Bank 6,407,355   12.00   5,604,101   10.50   5,337,239   10.00  
Common equity Tier 1 capital
   to risk-weighted assets
Old National Bancorp 5,939,683   11.08   3,753,233   7.00   N/A N/A
Old National Bank 5,899,410   11.05   3,736,067   7.00   3,469,205   6.50  
Tier 1 capital to risk-weighted
   assets
Old National Bancorp 6,183,402   11.53   4,557,498   8.50   3,217,057   6.00  
Old National Bank 5,899,410   11.05   4,536,653   8.50   4,269,791   8.00  
Tier 1 capital to average assets
Old National Bancorp 6,183,402   8.90   2,778,362   4.00   N/A N/A
Old National Bank 5,899,410   8.52   2,768,451   4.00   3,460,563   5.00  
December 31, 2024
Total capital to risk-weighted
   assets
Old National Bancorp $ 5,388,882   13.37   % $ 4,233,054   10.50   % $ 4,031,480   10.00   %
Old National Bank 5,103,487   12.72   4,214,255   10.50   4,013,577   10.00  
Common equity Tier 1 capital
   to risk-weighted assets
Old National Bancorp 4,587,674   11.38   2,822,036   7.00   N/A N/A
Old National Bank 4,742,641   11.82   2,809,504   7.00   2,608,825   6.50  
Tier 1 capital to risk-weighted
   assets
Old National Bancorp 4,831,393   11.98   3,426,758   8.50   2,418,888   6.00  
Old National Bank 4,742,641   11.82   3,411,540   8.50   3,210,861   8.00  
Tier 1 capital to average assets
Old National Bancorp 4,831,393   9.21   2,097,820   4.00   N/A N/A
Old National Bank 4,742,641   9.07   2,090,427   4.00   2,613,033   5.00  

(1) “Regulatory Minimum” capital ratios include the 2.5% “capital conservation buffer” required under the Basel III Capital Rules.
(2) “Well-capitalized” minimum common equity Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets ratios are not formally defined under applicable banking regulations for bank holding companies.
During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of current expected credit loss (“CECL”) guidance. The final rules provided banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Old National adopted the capital transition relief over the permissible five-year period. This five-year transition option is no longer applicable for periods subsequent to December 31, 2024.
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NOTE 22 – PARENT COMPANY FINANCIAL STATEMENTS
The following are the condensed parent company only financial statements of Old National:

OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
  December 31,
(dollars in thousands) 2025 2024
Assets
Deposits in affiliate bank $ 491,210   $ 299,179  
Equity securities 98,286   63,067  
Investment securities - available-for-sale 4,844   17,363  
Investment in affiliates:
Banking subsidiaries 8,112,742   6,159,143  
Non-banks 41,305   39,412  
Goodwill 59,627   59,627  
Other assets 189,616   136,218  
Total assets $ 8,997,630   $ 6,774,009  
Liabilities and Shareholders’ Equity
Other liabilities $ 146,452   $ 103,967  
Other borrowings 356,390   329,692  
Shareholders’ equity 8,494,788   6,340,350  
Total liabilities and shareholders’ equity $ 8,997,630   $ 6,774,009  

OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
  Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Income
Dividends from affiliates $ 285,000   $ 385,000   $ 150,000  

Other income 11,928   9,004   2,919  
Other income from affiliates 5   5   5  
Total income 296,933   394,009   152,924  
Expense
Interest on borrowings 16,727   19,445   20,700  
Other expenses 92,962   41,231   43,185  
Total expense 109,689   60,676   63,885  
Income (loss) before income taxes and equity    in undistributed earnings of affiliates
187,244   333,333   89,039  
Income tax expense (benefit) ( 19,329 ) ( 6,642 ) ( 11,325 )
Income (loss) before equity in undistributed    earnings of affiliates
206,573   339,975   100,364  
Equity in undistributed earnings of affiliates 462,684   199,213   481,628  
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  

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OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED STATEMENT 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 10   26   18  

Share-based compensation expense 38,214   32,283   27,910  
(Increase) decrease in other assets 85,847   12,149   ( 19,353 )
Increase (decrease) in other liabilities 100,166   11,772   ( 2,561 )
Equity in undistributed earnings of affiliates ( 462,684 ) ( 199,213 ) ( 481,628 )
Net cash flows provided by (used in) operating activities 430,810   396,205   106,378  
Cash Flows From Investing Activities
Net cash and cash equivalents of acquisitions ( 367,143 ) —   —  

Proceeds from sales of investment securities 13,000   —   —  
Proceeds from sales of equity securities 5,999   —   —  
Purchases of equity securities ( 7,723 ) ( 7,244 ) ( 17,773 )

Purchases of premises and equipment ( 321 ) ( 76 ) ( 8 )
Net cash flows provided by (used in) investing activities ( 356,188 ) ( 7,320 ) ( 17,781 )
Cash Flows From Financing Activities
Payments for maturities/redemptions of other borrowings ( 30,000 ) ( 174,987 ) —  
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 117,409   ( 374,000 ) ( 223,262 )
Net increase (decrease) in cash and cash equivalents 192,031   14,885   ( 134,665 )
Cash and cash equivalents at beginning of period 299,179   284,294   418,959  
Cash and cash equivalents at end of period $ 491,210   $ 299,179   $ 284,294  

NOTE 23 – SEGMENT INFORMATION
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in assessing performance and in deciding how to allocate resources. Old National’s CODM is the Chairman and CEO of the Company.
Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States 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. The Company’s business activities are predominantly similar in their nature, operations, and economic characteristics, largely serving commercial and specialty banking clients with products and services that are offered through overall similar processes and platforms. The accounting policies for the services discussed here are the same as those described in Note 1 Basis of Presentation and Significant Accounting Policies. We earn interest income on loans as well as fee income from the origination of loans and from fees charged on deposit accounts. Lending activities include loans to individuals, which primarily consist of home equity lines of credit, residential real estate loans, and consumer loans, and loans to commercial clients, which include commercial loans, commercial real estate loans, agricultural loans, letters of credit, and lease financing. Residential real estate loans are either kept in our loan portfolio or sold to secondary investors, with gains or losses from the sales being recognized.
The CODM uses consolidated net income to monitor results, evaluate budget-to-actual variances, perform competitive analyses that benchmark the Company to competitors, and determine whether to reinvest earnings in the
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Company or to deploy capital in other ways to maximize shareholder value. The CODM is regularly provided with the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis. The CODM also uses such information to monitor the level of expenses incurred associated with the various aspects of the Company’s business that support our clients, generate revenues, and are associated with the overall administration of the Company’s operations. In addition, certain internal financial information is also used by the CODM to monitor credit quality and credit loss expense. As a result, the Company has determined that it has only one reportable segment.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.

ITEM 9A.    CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures.  Old National’s principal executive officer and principal financial officer have concluded that Old National’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, are effective at the reasonable assurance level as discussed below to ensure that information required to be disclosed by Old National in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Old National’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K. The attestation report of Deloitte & Touche LLP, Old National’s independent registered public accounting firm, on Old National’s internal control over financial reporting is included on the following page.
Limitations on the Effectiveness of Controls.  Management, including the principal executive officer and principal financial officer, does not expect that Old National’s disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be only reasonable assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, the system of controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting.  There were no changes in Old National’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, Old National’s internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Old National Bancorp
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Old National Bancorp and subsidiaries (“Old National”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, Old National maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 of Old National and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
Old National’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on Old National’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Old National in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 2026
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ITEM 9B.    OTHER INFORMATION
(a) None
(b) During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company’s executive officers are elected annually by the Board of Directors. Certain information regarding the Company’s executive officers is set forth below:

Name Positions and Offices Age
Chady M. AlAhmar Chief Executive Officer, Wealth Management of the Company since January 2020. Previously, Senior Vice President and Head of Strategy and Business Development of U.S. Bank from December 2013 to January 2020. 51
Timothy M. Burke, Jr. President and Chief Operating Officer of the Company since July 2025. Previously, Executive Vice President of the Central Region and Field Enablement for the Commercial Bank of KeyBank from March 2024 to July 2025 and prior thereto, various other senior management positions with KeyBank from August 2016 to March 2024. 49
Nicholas J. Chulos Chief Legal Officer and Corporate Secretary of the Company since February 2022. Previously, Executive Vice President, General Counsel and Corporate Secretary of First Midwest from January 2013 to February 2022. 66
Scott J. Evernham Chief Risk Officer of the Company since August 2019. Previously, Executive Vice President, Wealth Management from May 2016 to August 2019. President of Old National Insurance from December 2014 to May 2016. Senior Vice President, Assistant General Counsel from October 2012 to December 2014. 48
Carrie S. Goldfeder Chief Credit Officer of the Company since December 2023. Previously, Co-Head of Corporate Credit and a Segment Lead, Senior Credit Officer for Capital One from 2015 to 2023. Segment Risk Leader, Healthcare Services and Senior Vice President and Team Leader, GE Antares Capital for GE Capital from 2000 to 2015. 54
John V. Moran, IV Chief Financial Officer of the Company since April 2024. Previously, Chief Strategy Officer of the Company from 2021 to April 2024. Chief Financial Officer for NBT Bancorp from 2019 to 2021. Director of Corporate Development and Strategy of the Company from 2017 to 2019. Senior Equity Analyst at Macquarie Capital (USA) from 2010 to 2017. 50
Angela L. Putnam Chief Accounting Officer of the Company since February 2022. Previously, Senior Vice President and Chief Accounting Officer of First Midwest from December 2014 to February 2022. Vice President and Financial Reporting Manager of First Midwest from April 2013 to November 2014. Director in the Assurance Services practice of McGladrey LLP from September 2006 to April 2013. 47
James C. Ryan, III Chairman of the Board of Directors of the Company since February 2024. Chief Executive Officer of the Company since May 2019. Chairman and CEO of the Company from May 2019 to February 2022. Senior Executive Vice President and Chief Financial Officer of the Company from May 2016 to May 2019. Director of Corporate Development and Mortgage Banking of the Company from July 2009 to May 2016, Integration Executive of the Company from February 2006 to July 2009. Treasurer of the Company from March 2005 to February 2007. 54

James A. Sandgren Chief Executive Officer, Commercial Banking of the Company since February 2022. Previously, President and Chief Operating Officer of the Company from May 2016 to February 2022. Executive Vice President and Chief Banking Officer of the Company from April 2014 to May 2016. Executive Vice President and Regional CEO of the Company from May 2007 to April 2014. Executive Vice President and Southern Division Chief Credit Officer from January 2004 to May 2007. 59
Brent R. Tischler Chief Executive Officer, Community Banking of the Company since August 2022. Previously, Executive Vice President and Head of Retail Banking at Associated Bank from June 2016 to August 2022. Executive Vice President and Head of Payments & Direct Channels at Associated Bank from February 2014 to May 2016. Senior Vice President and Director of Channel Optimization at Associated Bank from April 2011 to January 2014. 50
Kendra L. Vanzo Chief Administrative Officer of the Company since March 2021. Executive Vice President, Chief Administrative Officer of the Company from January 2020 to March 2021. Executive Vice President and Chief People Officer from May 2018 to January 2020. Executive Vice President, Associate Engagement and Integrations Officer from June 2014 to May 2018. Executive Vice President and Chief Human Resources Officer from January 2010 to June 2014. Senior Vice President and Chief Human Resources Officer from March 2007 to January 2010. 59

Information relating to our Board of Directors and additional information required in response to this item have been omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2026 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025. The applicable information appearing in the Proxy Statement for the 2026 annual meeting is incorporated herein by reference.
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Old National has adopted a code of ethics that applies to directors, officers, and all other employees including Old National’s principal executive officer, principal financial officer, and principal accounting officer. The text of the code of ethics is available on Old National’s Internet website at www.oldnational.com or in print to any shareholder who requests it. Old National intends to post information regarding any amendments to, or waivers from, its code of ethics on its Internet website.
Old National has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of Old National’s securities by its directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any exchange listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION
This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2026 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025. The applicable information appearing in our Proxy Statement for the 2026 annual meeting is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
This information is omitted from this report (with the exception of the “Equity Compensation Plan Information”) pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2026 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025. The applicable information appearing in the Proxy Statement for the 2026 annual meeting is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table contains information concerning the ICP approved by the Company’s shareholders, as of December 31, 2025.

Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights Weighted-average
exercise price of
outstanding options,
warrants, and rights Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans
   approved by security holders 3,624,633  $19.29  3,109,331 

Equity compensation plans not
   approved by security holders —  —  — 
Total 3,624,633  $19.29  3,109,331 

At December 31, 2025, approximately 3.1 million shares remain available for issuance under the ICP.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2026 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025. The applicable information appearing in the Proxy Statement for the 2026 annual meeting is incorporated herein by reference.
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ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy Statement for its 2026 annual meeting of shareholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2025. The applicable information appearing in the Proxy Statement for the 2026 annual meeting is incorporated herein by reference.
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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements:
The following consolidated financial statements of the registrant and its subsidiaries are filed as part of this report under “Item 8. Financial Statements and Supplementary Data.”
• Report of Independent Registered Public Accounting Firm
• Consolidated Balance Sheets – December 31, 2025 and 2024
• Consolidated Statements of Income – Years Ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Comprehensive Income (Loss) – Years Ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2025, 2024, and 2023
• Consolidated Statements of Cash Flows – Years Ended December 31, 2025, 2024, and 2023
• Notes to Consolidated Financial Statements
2. Financial Statements Schedules
The schedules for Old National and its subsidiaries are omitted because of the absence of conditions under which they are required, or because the information is set forth in the consolidated financial statements or the notes thereto.
3. Exhibits
The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are as follows:

Exhibit
Number

2.1 Agreement and Plan of Merger dated as of October 26, 2023 by and between Old National and CapStar Financial Holdings, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023).

2.2* Agreement and Plan of Merger dated as of November 25, 2024 among Old National, Bremer Financial Corporation, and ONB Merger Sub, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

3.1 Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020).

3.2 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National authorizing additional shares of Old National capital stock (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

3.3 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

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

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3.5 Amended and Restated By-Laws of Old National, amended February 18, 2026 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2026) .

4.1 Description of Old National Bancorp capital stock.

4.2 Description of Old National Bancorp debt securities.

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

4.4 Deposit Agreement (Series C), dated February 15, 2022, among Old National, Continental Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.5 Form of Depositary Receipt-Series A (incorporated by reference to Exhibit 4.3 (included as part of Exhibit 4.1) of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.6 Form of Depositary Receipt-Series C (incorporated by reference to Exhibit 4.4 (included as part of Exhibit 4.2) of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022).

4.7 Certain instruments defining the rights of holders of long-term debt securities of Old National and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

10.1 (1)
Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.23 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.2 (1)
First Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.3 (1)
Second Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.4 (1)
Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.24 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.5 (1)
First Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.6 (1)
Second Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.12 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.7 (1)
Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.8 (1)
Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2017).

10.9 (1)
Amendment of the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix I of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 8, 2021).

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10.10 (1)
Second Amendment of the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (incorporated by reference to Appendix III of Old National’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2022).

10.11 (1)
Old National Bancorp Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022).

10.12 (1)
Form of Employment Agreement dated as of June 28, 2023 between Old National and James C. Ryan III; Timothy M. Burke, Jr.; John V. Moran, IV; James A. Sandgren; and Kendra L. Vanzo (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).

10.13 (1)
Form of Confidentiality and Restrictive Covenants Agreement, dated as of June 28, 2023, by and between Old National and James C. Ryan III; Timot hy M. B urke, Jr.; John V. Moran, IV ; James A. Sandgren; and Kendra L. Vanzo (incorporated by reference to Exhibit 10.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).

10.14 (1)
Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to Old National’s Registration Statement on Form S-3, Registration No. 333-281521 filed with the Securities and Exchange Commission on August 13, 2024).

10.15 (1)
Form of 2024 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

10.16 (1)
Form of 2024 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.2 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

10.17 (1)
Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

10.18 (1)
Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.4 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024).

10.19* Trustee Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein (incorporated by reference to Exhibit 10.1 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.20 Form of Director Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the directors of Bremer Financial Corporation listed on the signature pages therein (incorporated by reference to Exhibit 10.2 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.21 Investor Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein (incorporated by reference to Exhibit 10.3 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

10.22 Forward Sale Agreements, dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A. (incorporated by reference to exhibit 10.4 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024).

144

10.23 (1)
Form of 2025 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.1 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2025).

10.24 (1)
Form of 2025 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.2 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2025).

10.25 (1)
Form of 2025 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.3 of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2025).

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

21 Subsidiaries of Old National Bancorp

23.1 Consent of Deloitte & Touche LLP

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

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Old National Bancorp Clawback Policy (incorporated by reference to Exhibit 97 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2023).

101 The following materials from Old National Bancorp’s Annual Report on Form 10-K Report for the year ended December 31, 2025, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104 The cover page from Old National’s Annual Report on Form 10-K Report for the year ended December 31, 2025, formatted in inline XBRL and contained in Exhibit 101.

                             
(1)   Management contract or compensatory plan or arrangement.

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

ITEM 16.    FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Old National has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OLD NATIONAL BANCORP

By: /s/ James C. Ryan, III Date: February 19, 2026

James C. Ryan, III,
Chairman and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 19, 2026, by the following persons on behalf of Old National and in the capacities indicated.

By: /s/ John V. Moran, IV By: /s/ James C. Ryan, III
John V. Moran, IV, James C. Ryan, III,
Senior Executive Vice President and Chief Chairman and Chief Executive Officer
Financial Officer (Principal Financial Officer) (Principal Executive Officer)

By: /s/ Barbara A. Boigegrain By: /s/ Thomas E. Salmon
Barbara A. Boigegrain, Director Thomas E. Salmon, Director

By: /s/ Thomas L. Brown By: /s/ Rebecca S. Skillman
Thomas L. Brown, Director Rebecca S. Skillman, Director

By: /s/ Kathryn J. Hayley By: /s/ Michael J. Small
Kathryn J. Hayley, Director
Michael J. Small, Director

By: /s/ Peter J. Henseler By: /s/ Derrick J. Stewart
Peter J. Henseler, Director
Derrick J. Stewart, Director

By: /s/ Daniel S. Hermann By: /s/ Stephen C. Van Arsdell
Daniel S. Hermann, Lead Independent Director Stephen C. Van Arsdell, Director

By: /s/ Ryan C. Kitchell By: /s/ Katherine E. White
Ryan C. Kitchell, Director Katherine E. White, Director

By: /s/ Austin M. Ramirez By: /s/ Angela L. Putnam
Austin M. Ramirez, Director Angela L. Putnam,
Executive Vice President and Chief Accounting
By: /s/ Daniel C. Reardon Officer (Principal Accounting Officer)
Daniel C. Reardon, Director

By: /s/ Ellen A. Rudnick
Ellen A. Rudnick, Director

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