10-Q – 2025-10-29 – onb-20250930.htm

acquired PCD loans established through acquisition accounting adjustments on or after the CapStar acquisition date. In addition, the provision for credit losses on loans in the nine months ended September 30, 2024 included $ 15.3  million to establish an allowance for credit losses on non-PCD CapStar loans acquired. Accrued interest receivable on loans is excluded from the estimate of credit losses and totaled $ 226.6 million at September 30, 2025, compared to $ 171.6 million at December 31, 2024.
Unfunded Loan Commitments
Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. Old National’s activity in the allowance for credit losses on unfunded loan commitments was as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Allowance for credit losses on unfunded loan commitments:  
Balance at beginning of period $ 29,603   $ 25,733   $ 21,654   $ 31,226  
Provision for credit losses on unfunded loan commitments
   acquired during the period —   —   6,458   1,763  
Provision (release) for credit losses on unfunded loan
   commitments 2,735   ( 679 ) 4,226   ( 7,935 )
Balance at end of period $ 32,338   $ 25,054   $ 32,338   $ 25,054  

Credit Quality
Old National’s management monitors the credit quality of its loans on an ongoing basis with the asset quality rating (“AQR”) for commercial, commercial real estate, and BBCC loans reviewed annually or at renewal and the performance of its residential and consumer loans based upon the accrual status refreshed at least quarterly. Internally, management assigns an AQR to each non-homogeneous commercial, commercial real estate, and BBCC loan in the portfolio. The primary determinants of the AQR are the reliability of the primary source of repayment and the past, present, and projected financial condition of the borrower. The AQR will also consider current industry conditions. Major factors used in determining the AQR can vary based on the nature of the loan, but commonly include factors such as debt service coverage, internal cash flow, liquidity, leverage, operating performance, debt burden, FICO scores, occupancy, interest rate sensitivity, and expense burden. Old National uses the following definitions for risk ratings:
Special Mention . Loans categorized as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of Old National’s credit position at some future date.
Classified – Substandard . Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Old National will sustain some loss if the deficiencies are not corrected.
Classified – Nonaccrual . Loans classified as nonaccrual have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, in doubt.
Classified – Doubtful . Loans classified as doubtful have all the weaknesses inherent in those classified as nonaccrual, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Pass rated loans are those loans that are other than special mention, classified – substandard, classified – nonaccrual, or classified – doubtful.
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The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real estate, and BBCC loans by loan portfolio segment, class of loan, and origination year:

(dollars in thousands) Origination Year Revolving to Term
2025 2024 2023 2022 2021 Prior Revolving Total
September 30, 2025
Commercial:

Pass $ 1,963,538   $ 2,114,040   $ 1,304,549   $ 1,175,774   $ 801,522   $ 2,040,836   $ 2,904,090   $ 723,505   $ 13,027,854  
Special Mention 18,546   52,736   91,278   29,264   4,598   83,563   56,994   9,964   346,943  
Classified:
Substandard 17,189   95,173   148,897   70,993   99,347   131,139   115,613   56,399   734,750  
Nonaccrual 37   2,113   14,644   15,754   2,576   9,151   3,039   1,696   49,010  
Doubtful —   8,725   22,214   27,805   1,818   7,807   7,014   52,847   128,230  
Total $ 1,999,310   $ 2,272,787   $ 1,581,582   $ 1,319,590   $ 909,861   $ 2,272,496   $ 3,086,750   $ 844,411   $ 14,286,787  

Commercial real estate:

Pass $ 2,471,748   $ 2,398,463   $ 2,789,857   $ 3,763,365   $ 2,087,653   $ 5,368,342   $ 143,852   $ 888,846   $ 19,912,126  
Special Mention 4,098   19,355   63,971   141,199   124,938   141,045   16,314   27,468   538,388  
Classified:
Substandard 10,749   17,920   126,618   296,904   204,007   363,437   31,365   90,219   1,141,219  
Nonaccrual —   7,072   5,087   40,963   26,067   38,297   —   27,618   145,104  
Doubtful —   —   19,198   12,344   28,244   86,681   —   27,498   173,965  
Total $ 2,486,595   $ 2,442,810   $ 3,004,731   $ 4,254,775   $ 2,470,909   $ 5,997,802   $ 191,531   $ 1,061,649   $ 21,910,802  

BBCC:

Pass $ 42,648   $ 55,346   $ 54,848   $ 37,661   $ 22,209   $ 80,716   $ 63,839   $ 18,642   $ 375,909  
Special Mention 50   767   559   575   268   1,319   1,924   2,316   7,778  
Classified:
Substandard 90   397   980   486   44   464   37   2,827   5,325  
Nonaccrual —   —   14   50   15   321   30   407   837  
Doubtful —   —   260   159   368   470   —   1,414   2,671  
Total $ 42,788   $ 56,510   $ 56,661   $ 38,931   $ 22,904   $ 83,290   $ 65,830   $ 25,606   $ 392,520  

Origination Year Revolving to Term
2024 2023 2022 2021 2020 Prior Revolving Total
December 31, 2024
Commercial:

Pass $ 1,852,046   $ 1,267,721   $ 1,145,488   $ 699,429   $ 450,332   $ 624,522   $ 2,577,941   $ 593,232   $ 9,210,711  
Special Mention 46,935   102,372   32,250   40,221   21,538   20,535   80,625   28,978   373,454  
Classified:
Substandard 27,139   49,340   77,835   35,036   19,307   25,503   78,210   40,217   352,587  
Nonaccrual 2,221   1,072   4,199   1,530   604   1,357   719   829   12,531  
Doubtful 3,419   20,145   27,016   1,774   5,451   1,494   15,405   32,272   106,976  
Total $ 1,931,760   $ 1,440,650   $ 1,286,788   $ 777,990   $ 497,232   $ 673,411   $ 2,752,900   $ 695,528   $ 10,056,259  

Commercial real estate:

Pass $ 2,196,306   $ 2,555,236   $ 3,825,305   $ 2,065,037   $ 1,362,703   $ 1,641,611   $ 122,708   $ 891,682   $ 14,660,588  
Special Mention 72,020   31,203   158,254   48,524   37,693   64,357   —   111,900   523,951  
Classified:
Substandard 47,079   55,923   249,269   102,913   39,466   142,110   996   76,897   714,653  
Nonaccrual 3,693   411   3,579   15,922   1,930   3,231   —   118   28,884  
Doubtful 7,787   9,689   16,501   37,455   22,817   59,879   —   50,844   204,972  
Total $ 2,326,885   $ 2,652,462   $ 4,252,908   $ 2,269,851   $ 1,464,609   $ 1,911,188   $ 123,704   $ 1,131,441   $ 16,133,048  

BBCC:

Pass $ 79,760   $ 78,420   $ 55,687   $ 33,857   $ 30,215   $ 22,797   $ 67,668   $ 16,265   $ 384,669  
Special Mention 1,579   1,067   807   917   21   224   3,582   3,028   11,225  
Classified:
Substandard 468   976   56   136   598   308   755   2,876   6,173  
Nonaccrual —   114   312   177   63   119   —   551   1,336  
Doubtful —   397   841   350   15   845   —   888   3,336  
Total $ 81,807   $ 80,974   $ 57,703   $ 35,437   $ 30,912   $ 24,293   $ 72,005   $ 23,608   $ 406,739  

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For residential real estate and consumer loan classes, Old National evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost of term residential real estate and consumer loans based on payment activity and origination year:

Origination Year Revolving to Term
(dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total
September 30, 2025
Residential real estate:
Risk Rating:
Performing $ 496,387   $ 579,883   $ 607,232   $ 1,624,263   $ 2,035,084   $ 2,783,580   $ —   $ 252   $ 8,126,681  
Nonperforming 622   2,760   8,003   16,982   5,040   30,039   —   —   63,446  
Total $ 497,009   $ 582,643   $ 615,235   $ 1,641,245   $ 2,040,124   $ 2,813,619   $ —   $ 252   $ 8,190,127  

Indirect:
Risk Rating:
Performing $ 306,534   $ 332,395   $ 194,890   $ 146,486   $ 52,820   $ 20,525   $ 161   $ —   $ 1,053,811  
Nonperforming 116   1,220   1,405   1,199   717   266   —   —   4,923  
Total $ 306,650   $ 333,615   $ 196,295   $ 147,685   $ 53,537   $ 20,791   $ 161   $ —   $ 1,058,734  

Direct:
Risk Rating:
Performing $ 68,671   $ 73,076   $ 60,987   $ 62,339   $ 49,941   $ 90,699   $ 171,685   $ 7,262   $ 584,660  
Nonperforming 17   250   290   264   362   3,277   1   12   4,473  
Total $ 68,688   $ 73,326   $ 61,277   $ 62,603   $ 50,303   $ 93,976   $ 171,686   $ 7,274   $ 589,133  

Home equity:
Risk Rating:
Performing $ 22,914   $ 29,855   $ 23,233   $ 25,485   $ 19,736   $ 52,061   $ 1,298,408   $ 49,959   $ 1,521,651  
Nonperforming —   —   —   772   42   2,926   1,408   13,013   18,161  
Total $ 22,914   $ 29,855   $ 23,233   $ 26,257   $ 19,778   $ 54,987   $ 1,299,816   $ 62,972   $ 1,539,812  

Origination Year Revolving to Term
2024 2023 2022 2021 2020 Prior Revolving Total
December 31, 2024
Residential real estate:
Risk Rating:
Performing $ 509,704   $ 476,698   $ 1,455,085   $ 1,662,195   $ 1,574,961   $ 1,058,175   $ 43   $ 271   $ 6,737,132  
Nonperforming 480   5,060   11,210   6,298   5,208   32,198   —   —   60,454  
Total $ 510,184   $ 481,758   $ 1,466,295   $ 1,668,493   $ 1,580,169   $ 1,090,373   $ 43   $ 271   $ 6,797,586  

Indirect:
Risk Rating:
Performing $ 438,835   $ 279,910   $ 227,691   $ 92,223   $ 37,937   $ 14,810   $ —   $ —   $ 1,091,406  
Nonperforming 714   1,147   1,498   1,378   373   262   —   —   5,372  
Total $ 439,549   $ 281,057   $ 229,189   $ 93,601   $ 38,310   $ 15,072   $ —   $ —   $ 1,096,778  

Direct:
Risk Rating:
Performing $ 83,773   $ 72,838   $ 66,563   $ 61,317   $ 34,159   $ 80,188   $ 108,572   $ 3,327   $ 510,737  
Nonperforming 96   313   365   352   468   1,730   1   82   3,407  
Total $ 83,869   $ 73,151   $ 66,928   $ 61,669   $ 34,627   $ 81,918   $ 108,573   $ 3,409   $ 514,144  

Home equity:
Risk Rating:
Performing $ —   $ —   $ 259   $ 210   $ 1,135   $ 11,005   $ 1,216,226   $ 31,787   $ 1,260,622  
Nonperforming —   —   1,278   91   209   4,920   2,594   11,619   20,711  
Total $ —   $ —   $ 1,537   $ 301   $ 1,344   $ 15,925   $ 1,218,820   $ 43,406   $ 1,281,333  

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The following table summarizes the gross charge-offs of loans by loan portfolio segment and origination year:

Origination Year
(dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total
Three Months Ended September 30, 2025
Commercial $ 684   $ 6,106   $ 2,235   $ 7,155   $ 2,229   $ 3,659   $ —   $ 22,068  
Commercial real estate —   —   603   1,024   2,787   3,602   —   8,016  
BBCC —   —   303   94   10   12   —   419  
Residential real estate —   —   —   —   —   25   —   25  
Indirect 213   504   634   291   146   75   —   1,863  
Direct 13   93   114   154   103   1,741   689   2,907  
Home equity —   —   —   101   —   3   —   104  
Total gross charge-offs $ 910   $ 6,703   $ 3,889   $ 8,819   $ 5,275   $ 9,117   $ 689   $ 35,402  

Origination Year
2024 2023 2022 2021 2020 Prior Revolving Total
Three Months Ended September 30, 2024
Commercial $ 1,234   $ 8,031   $ 633   $ 297   $ 840   $ 55   $ 422   $ 11,512  
Commercial real estate —   140   61   44   —   2,554   —   2,799  
BBCC —   481   164   21   —   10   —   676  
Residential real estate —   —   —   —   —   —   —   —  
Indirect 199   797   360   110   41   208   —   1,715  
Direct 8   97   398   475   224   214   721   2,137  
Home equity —   —   —   —   —   126   —   126  
Total gross charge-offs $ 1,441   $ 9,546   $ 1,616   $ 947   $ 1,105   $ 3,167   $ 1,143   $ 18,965  

Origination Year
2025 2024 2023 2022 2021 Prior Revolving Total
Nine Months Ended September 30, 2025
Commercial $ 684   $ 12,987   $ 7,030   $ 18,212   $ 2,818   $ 6,454   $ —   $ 48,185  
Commercial real estate —   —   906   2,980   14,783   10,445   —   29,114  
BBCC —   —   316   125   23   12   —   476  
Residential real estate —   —   —   —   —   302   —   302  
Indirect 225   1,834   1,867   995   439   202   —   5,562  
Direct 227   428   447   897   945   2,329   715   5,988  
Home equity —   —   —   101   —   168   —   269  
Total gross charge-offs $ 1,136   $ 15,249   $ 10,566   $ 23,310   $ 19,008   $ 19,912   $ 715   $ 89,896  

Origination Year
2024 2023 2022 2021 2020 Prior Revolving Total
Nine Months Ended September 30, 2024
Commercial $ 1,234   $ 10,389   $ 10,263   $ 719   $ 891   $ 625   $ 977   $ 25,098  
Commercial real estate —   140   84   2,688   —   9,629   —   12,541  
BBCC —   1,086   393   56   112   40   —   1,687  
Residential real estate —   —   —   —   —   —   —   —  
Indirect 253   1,698   1,209   431   80   266   —   3,937  
Direct 83   292   1,368   1,351   510   609   2,236   6,449  
Home equity —   —   —   34   —   280   —   314  
Total gross charge-offs $ 1,570   $ 13,605   $ 13,317   $ 5,279   $ 1,593   $ 11,449   $ 3,213   $ 50,026  

Nonaccrual and Past Due Loans
Old National does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may
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be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured.
The following table presents the aging of the amortized cost basis in past due loans by class of loans:

(dollars in thousands) 30-59 Days
Past Due 60-89 Days
Past Due Past Due
90 Days or
More Total
Past Due Current Total
Loans
September 30, 2025
Commercial $ 13,443   $ 30,769   $ 66,327   $ 110,539   $ 14,176,248   $ 14,286,787  
Commercial real estate 6,057   18,547   152,683   177,287   21,733,515   21,910,802  
BBCC 909   1,610   1,394   3,913   388,607   392,520  
Residential 34,312   15,472   35,813   85,597   8,104,530   8,190,127  
Indirect 8,178   2,231   1,217   11,626   1,047,108   1,058,734  
Direct 1,644   856   1,909   4,409   584,724   589,133  
Home equity 6,514   2,403   9,163   18,080   1,521,732   1,539,812  
Total $ 71,057   $ 71,888   $ 268,506   $ 411,451   $ 47,556,464   $ 47,967,915  

December 31, 2024
Commercial $ 5,970   $ 12,021   $ 47,257   $ 65,248   $ 9,991,011   $ 10,056,259  
Commercial real estate 19,240   12,728   60,145   92,113   16,040,935   16,133,048  
BBCC 1,227   861   1,430   3,518   403,221   406,739  
Residential 49,331   12,085   26,698   88,114   6,709,472   6,797,586  
Indirect 9,700   2,675   1,463   13,838   1,082,940   1,096,778  
Direct 2,004   970   1,470   4,444   509,700   514,144  
Home equity 4,765   3,399   7,567   15,731   1,265,602   1,281,333  
Total $ 92,237   $ 44,739   $ 146,030   $ 283,006   $ 36,002,881   $ 36,285,887  

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing by class of loan:

September 30, 2025 December 31, 2024
(dollars in thousands) Nonaccrual
Amortized
Cost Nonaccrual
With No
Related
Allowance Past Due
90 Days or
More and
Accruing Nonaccrual
Amortized
Cost Nonaccrual
With No
Related
Allowance Past Due
90 Days or
More and
Accruing
Commercial $ 177,240   $ 14,043   $ 394   $ 119,507   $ 30,551   $ 861  
Commercial real estate 319,069   81,537   1,046   233,856   64,453   3,126  
BBCC 3,508   —   —   4,672   —   —  
Residential 63,446   —   34   60,454   —   —  
Indirect 4,923   —   18   5,372   —   —  
Direct 4,473   —   33   3,407   —   —  
Home equity 18,161   —   —   20,711   —   73  
Total $ 590,820   $ 95,580   $ 1,525   $ 447,979   $ 95,004   $ 4,060  

Interest income recognized on nonaccrual loans was insignificant during the three and nine months ended September 30, 2025 and 2024.
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When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty, and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. Significant quarter-over-quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of collateral dependent loans by class of loan:

Type of Collateral
(dollars in thousands) Real
Estate Blanket
Lien Investment
Securities/Cash Auto Other
September 30, 2025
Commercial $ 23,980   $ 129,535   $ 7,141   $ 5,530   $ 2,338  
Commercial real estate 305,228   3,434   1,362   —   119  
BBCC 1,332   1,475   284   132   —  
Residential 63,446   —   —   —   —  
Indirect —   —   —   4,923   —  
Direct 3,843   16   —   291   85  
Home equity 18,161   —   —   —   —  
Total loans $ 415,990   $ 134,460   $ 8,787   $ 10,876   $ 2,542  

December 31, 2024
Commercial $ 17,520   $ 68,985   $ 6,980   $ 6,544   $ 5,215  
Commercial real estate 228,952   542   1,046   —   —  
BBCC 3,201   1,137   86   248   —  
Residential 60,454   —   —   —   —  
Indirect —   —   —   5,372   —  
Direct 2,623   16   23   396   34  
Home equity 20,711   —   —   —   —  
Total loans $ 333,461   $ 70,680   $ 8,135   $ 12,560   $ 5,249  

Financial Difficulty Modifications
Occasionally, Old National modifies loans to borrowers experiencing financial difficulty in the form of principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction (or a combination thereof). When principal forgiveness is provided, the amount forgiven is charged-off against the allowance for credit losses on loans.
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The following table presents the amortized cost basis of financial difficulty modifications that were modified by class of loans and type of modification:

(dollars in thousands) Term
Extension Payment
Delay Interest
Rate
Reduction Total
Class of
Loans
Three Months Ended September 30, 2025
Commercial $ —   $ —   $ 8,376   0.1   %
Commercial real estate 68,546   —   —   0.3   %

Total $ 68,546   $ —   $ 8,376   0.2   %

Three Months Ended September 30, 2024
Commercial $ 17,969   $ 4,776   $ —   0.2   %
Commercial real estate 11,121   2,554   —   0.1   %

Total $ 29,090   $ 7,330   $ —   0.1   %

Nine Months Ended September 30, 2025
Commercial $ 63,035   $ —   $ 8,376   0.5   %
Commercial real estate 162,698   —   —   0.7   %

Total $ 225,733   $ —   $ 8,376   0.5   %

Nine Months Ended September 30, 2024
Commercial $ 27,085   $ 4,776   $ —   0.3   %
Commercial real estate 56,051   2,554   —   0.4   %

Total $ 83,136   $ 7,330   $ —   0.2   %

Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts. The following table presents the performance of financial difficulty modifications in the twelve months following modification:

(dollars in thousands) 30-59 Days
Past Due 60-89 Days
Past Due Past Due
90 Days or
More Total
Past Due Current Total
Loans
September 30, 2025
Commercial $ —   $ —   $ 8,222   $ 8,222   $ 63,189   $ 71,411  
Commercial real estate —   —   8,655   8,655   154,043   162,698  

Total $ —   $ —   $ 16,877   $ 16,877   $ 217,232   $ 234,109  

September 30, 2024
Commercial $ —   $ —   $ 3,854   $ 3,854   $ 31,861   $ 35,715  
Commercial real estate 5,707   3,726   21,463   30,896   67,421   98,317  

Total $ 5,707   $ 3,726   $ 25,317   $ 34,750   $ 99,282   $ 134,032  

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The following table summarizes the nature of the financial difficulty modifications by class of loans:

(dollars in thousands) Weighted-
Average
Term
Extension
(in months) Weighted-
Average
Payment
Delay
(in months) Weighted-
Average
Interest Rate
Reduction
Three Months Ended September 30, 2025
Commercial — — 1.50   %
Commercial real estate 8.3 — —   %

Total 8.3 — 1.50   %

Three Months Ended September 30, 2024
Commercial 4.4 6.0 —   %
Commercial real estate 6.5 7.0 —   %

Total 5.2 6.4 —   %

Nine Months Ended September 30, 2025
Commercial 4.5 — 1.50   %
Commercial real estate 8.1 — —   %

Total 7.0 — 1.50   %

Nine Months Ended September 30, 2024
Commercial 6.8 6.0 —   %
Commercial real estate 8.8 7.0 —   %

Total 8.2 6.4 —   %

There were no payment defaults of loans during the three months ended September 30, 2025 to borrowers whose loans were modified due to financial difficulties within the previous twelve months. There were payment defaults on $ 16.9  million of loans during the nine months ended September 30, 2025 to borrowers whose loans were modified due to financial difficulties within the previous twelve months. The payment defaults did not materially impact the allowance for credit losses on loans. There were payment defaults on $ 3.9  million and $ 25.3  million of loans during the three and nine months ended September 30, 2024, respectively, to borrowers whose loans had been modified within the previous twelve months.
Old National had no t committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties at September 30, 2025 or December 31, 2024.
Purchased Credit Deteriorated Loans
Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans at acquisition was as follows:

(dollars in thousands) Bremer (1)
CapStar (2)

Purchase price of loans at acquisition $ 1,876,520   $ 610,691  
Allowance for credit losses at acquisition 103,546   26,725  
Non-credit discount at acquisition 75,882   41,886  
Par value of acquired loans at acquisition $ 2,055,948   $ 679,302  

(1) Old National acquired Bremer effective May 1, 2025.
(2) Old National acquired CapStar effective April 1, 2024.
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NOTE 7 – LEASES
Old National has operating and finance leases for land, office space, banking centers, and equipment. These leases are generally for periods of 5 to 30 years with various renewal options. We include certain renewal options in the measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised. Variable lease payments that are dependent on an index or a rate are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability. Variable lease payments that are not dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit and loss when incurred. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time.
Old National has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated. For certain equipment leases, Old National accounts for the lease and non-lease components as a single lease component using the practical expedient available for that class of assets. Old National does not have any material sub-lease agreements.
The components of lease expense were as follows:

Affected Line
Item in the
Statement of Income Three Months Ended
September 30, Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Operating lease cost Occupancy/Equipment expense $ 9,510   $ 8,258   $ 26,669   $ 24,352  
Finance lease cost:  
Amortization of right-of-use assets Occupancy expense 2,297   2,188   6,843   4,427  
Interest on lease liabilities Interest expense 219   318   660   752  

Sub-lease income Occupancy expense ( 73 ) ( 110 ) ( 262 ) ( 358 )
Total   $ 11,953   $ 10,654   $ 33,910   $ 29,173  

Supplemental balance sheet information related to leases was as follows:

(dollars in thousands) September 30,
2025 December 31,
2024
Operating Leases  
Operating lease right-of-use assets $ 215,262   $ 181,920  
Operating lease liabilities 233,080   200,068  

Finance Leases
Premises and equipment, net 23,640   23,205  
Other borrowings 25,410   24,822  

Weighted-Average Remaining Lease Term (in Years)
Operating leases 8.8 7.8
Finance leases 7.3 7.8

Weighted-Average Discount Rate
Operating leases 3.71   % 3.14   %
Finance leases 4.04   % 3.96   %

Supplemental cash flow information related to leases was as follows:

Nine Months Ended
September 30,
(dollars in thousands) 2025 2024
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $ 27,825   $ 24,849  
Operating cash flows from finance leases 660   752  
Financing cash flows from finance leases 6,690   4,061  

32

The following table presents a maturity analysis of the Company’s lease liability by lease classification at September 30, 2025:

(dollars in thousands) Operating
Leases Finance
Leases
2025 $ 9,947   $ 2,459  
2026 39,482   8,662  
2027 37,966   2,656  
2028 34,016   2,339  
2029 31,409   1,498  
Thereafter 123,256   11,980  
Total undiscounted lease payments 276,076   29,594  
Amounts representing interest ( 42,996 ) ( 4,184 )
Lease liability $ 233,080   $ 25,410  

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents the changes in the carrying amount of goodwill:

Three Months Ended
September 30, Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Balance at beginning of period $ 2,409,886   $ 2,170,709   $ 2,175,251   $ 1,998,716  
Acquisitions and adjustments 8,772   6,290   243,407   178,283  
Balance at end of period $ 2,418,658   $ 2,176,999   $ 2,418,658   $ 2,176,999  

During the nine months ended September 30, 2025, Old National recorded $ 243.4  million of goodwill associated with the acquisition of Bremer. The increase in goodwill for the three months ended September 30, 2025 resulted from the measurement period adjustments related to updating the fair values of the assets acquired and liabilities assumed in the acquisition of Bremer. During the nine months ended September 30, 2024, Old National recorded $ 178.3  million of goodwill associated with the acquisition of CapStar. The increase in goodwill for the three months ended September 30, 2024 resulted from the measurement period adjustments related to updating the fair values of the assets acquired and liabilities assumed in the acquisition of CapStar. See Note 3 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
September 30, 2025      
Core deposit $ 586,735   $ ( 142,796 ) $ 443,939  
Customer relationship 93,892   ( 29,529 ) 64,363  
Total other intangible assets $ 680,627   $ ( 172,325 ) $ 508,302  

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

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Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15 years. During the nine months ended September 30, 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. See Note 3 to the consolidated financial statements for additional detail regarding this transaction.
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 during the nine months ended September 30, 2025 or 2024. Total amortization expense associated with intangible assets was $ 26.2  million and $ 52.6  million for the three and nine months ended September 30, 2025, respectively, compared to $ 7.4  million and $ 20.3  million for the three and nine months ended September 30, 2024, respectively.
Estimated amortization expense for future years is as follows:

(dollars in thousands)  
2025 remaining $ 26,016  
2026 96,109  
2027 84,810  
2028 73,689  
2029 62,983  
Thereafter 164,695  
Total $ 508,302  

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 September 30, 2025, Old National expects to recover its remaining investments through the use of the tax credits that are generated by the investments.
The following table summarizes Old National’s investments in qualified affordable housing projects and other tax credit investments:

(dollars in thousands)   September 30, 2025 December 31, 2024
Investment Accounting Method Investment Unfunded
Commitment  (1)
Investment Unfunded
Commitment
Low Income Housing Tax Credit (“LIHTC”) Proportional amortization $ 249,522   $ 128,465   $ 199,350   $ 115,345  
Federal Historic Tax Credit (“FHTC”) Proportional amortization 26,043   19,043   30,835   24,869  
New Markets Tax Credit (“NMTC”) Consolidation 112,773   —   60,462   —  
Renewable Energy Equity 4   —   4   —  
Total   $ 388,342   $ 147,508   $ 290,651   $ 140,214  

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

Three Months Ended September 30, 2025    
LIHTC $ 3,699   $ ( 4,731 )
FHTC 2,432   ( 2,760 )
NMTC 7,057   ( 8,471 )

Total $ 13,188   $ ( 15,962 )

Three Months Ended September 30, 2024
LIHTC $ 2,777   $ ( 3,739 )
FHTC 738   ( 690 )
NMTC 3,076   ( 3,825 )

Total $ 6,591   $ ( 8,254 )

Nine Months Ended September 30, 2025
LIHTC $ 10,108   $ ( 13,547 )
FHTC 3,602   ( 4,178 )
NMTC 16,296   ( 19,780 )

Total $ 30,006   $ ( 37,505 )

Nine Months Ended September 30, 2024
LIHTC $ 8,042   $ ( 10,813 )
FHTC 2,000   ( 2,043 )
NMTC 8,168   ( 10,175 )
Renewable Energy 197   —  
Total $ 18,407   $ ( 23,031 )

(1) The amortization expense for the LIHTC and FHTC investments is included in our income tax 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 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).

NOTE 10 – 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:

At or for the Nine Months
Ended September 30,

(dollars in thousands) 2025 2024
Outstanding at period end $ 277,594   $ 244,626  
Average amount outstanding during the period 286,137   261,818  
Maximum amount outstanding at any month-end during the period 311,335   319,423  
Weighted-average interest rate:
During the period 0.90   % 1.11   %
At period end 1.13   % 1.09   %

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At December 31, 2024, securities sold under agreements to repurchase totaled $ 269.0  million with a weighted-average interest rate of 0.86 %.
The following table presents the contractual maturity of our secured borrowings and class of collateral pledged:

  At September 30, 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 $ 277,594   $ —   $ —   $ —   $ 277,594  
Total $ 277,594   $ —   $ —   $ —   $ 277,594  

NOTE 11 – FEDERAL HOME LOAN BANK ADVANCES
The following table summarizes Old National Bank’s FHLB advances:

(dollars in thousands) September 30,
2025 December 31,
2024
FHLB advances (fixed rates 2.25 % to 5.03 %
   and variable rates 4.09 % to 4.28 %) maturing
   November 2025 to January 2045
$ 5,655,200   $ 4,475,285  
Fair value hedge basis adjustments and unamortized
   prepayment fees 8,161   ( 22,726 )
Total $ 5,663,361   $ 4,452,559  

FHLB advances had weighted-average rates of 3.81 % at September 30, 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.
At September 30, 2025, total unamortized prepayment fees related to all FHLB advance debt modifications completed in prior years totaled $ 3.7  million, compared to $ 8.2  million at December 31, 2024.
Contractual maturities of FHLB advances at September 30, 2025 were as follows:

(dollars in thousands)  
Due in 2025 $ 1,600,000  
Due in 2026 230,000  
Due in 2027 141,000  
Due in 2028 748,000  
Due in 2029 706,000  
Thereafter 2,230,200  
Fair value hedge basis adjustments and unamortized prepayment fees 8,161  
Total $ 5,663,361  

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NOTE 12 – OTHER BORROWINGS
The following table summarizes Old National’s other borrowings:

(dollars in thousands) September 30,
2025 December 31,
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 5.70 % to 8.15 %) maturing
   July 2031 to September 2037
198,499   136,643  
Other basis adjustments 9,181   13,049  
Old National Bank:
Finance lease liabilities 25,410   24,822  
Subordinated debentures (3-month Secured Overnight Financing
   Rate (“SOFR”) plus 4.618 %; variable rate 8.93 %) maturing October 2025
12,000   12,000  
Leveraged loans for NMTC (fixed rates of 1.00 % to 7.25 %)
   maturing December 2027 to June 2060
407,209   210,251  
Other (1)
23,126   112,853  
Total other borrowings $ 825,425   $ 689,618  

(1) Includes overnight borrowings to collateralize certain derivative positions totaling $ 23.1  million at September 30, 2025 and $ 112.8  million at December 31, 2024.
Contractual maturities of other borrowings at September 30, 2025 were as follows:

(dollars in thousands)  
Due in 2025 $ 37,346  
Due in 2026 157,934  
Due in 2027 18,783  
Due in 2028 1,846  
Due in 2029 1,059  
Thereafter 599,269  
Unamortized debt issuance costs and other basis adjustments 9,188  
Total $ 825,425  

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.
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.
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The following table summarizes the terms of our outstanding junior subordinated debentures at September 30, 2025:

(dollars in thousands)       Rate at
September 30,
2025
 
Name of Trust Issuance Date Issuance
Amount Rate Maturity Date
Bridgeview Statutory Trust I July 2001 $ 15,464   3-month SOFR plus 3.58 %
8.15 % July 31, 2031
Bridgeview Capital Trust II December 2002 15,464   3-month SOFR plus 3.35 %
7.93 % 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 %
6.03 % March 17, 2035
Northern States Statutory Trust I September 2005 10,310   3-month SOFR plus 1.80 %
6.10 % September 15, 2035
Anchor Capital Trust III August 2005 5,000   3-month SOFR plus 1.55 %
5.81 % September 30, 2035
Great Lakes Statutory Trust II December 2005 6,186   3-month SOFR plus 1.40 %
5.70 % December 15, 2035
Bremer Statutory Trust II June 2006 61,856   3-month SOFR plus 1.60 %
6.03 % June 1, 2036
Home Federal Statutory
   Trust I September 2006 15,464   3-month SOFR plus 1.65 %
5.95 % September 15, 2036
Monroe Bancorp Capital
   Trust I July 2006 3,093   3-month SOFR plus 1.60 %
6.18 % October 7, 2036
Tower Capital Trust 3 December 2006 9,279   3-month SOFR plus 1.69 %
6.12 % March 1, 2037
Monroe Bancorp Statutory
   Trust II March 2007 5,155   3-month SOFR plus 1.60 %
5.90 % June 15, 2037
Great Lakes Statutory Trust III June 2007 8,248   3-month SOFR plus 1.70 %
6.00 % 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 $ 25.4 million at September 30, 2025. See Note 7 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities.
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NOTE 13 – 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 Total
Three Months Ended September 30, 2025        
Balance at beginning of period $ ( 542,158 ) $ ( 76,336 ) $ 18,886   $ ( 599,608 )
Other comprehensive income (loss) before reclassifications 70,964   —   ( 1,184 ) 69,780  
Amounts reclassified from AOCI to income (1)
( 5 ) 3,014   2,428   5,437  
Balance at end of period $ ( 471,199 ) $ ( 73,322 ) $ 20,130   $ ( 524,391 )

Three Months Ended September 30, 2024
Balance at beginning of period $ ( 699,318 ) $ ( 88,986 ) $ ( 3,104 ) $ ( 791,408 )
Other comprehensive income (loss) before reclassifications 162,861   —   17,537   180,398  
Amounts reclassified from AOCI to income (1)
57   3,537   3,660   7,254  
Balance at end of period $ ( 536,400 ) $ ( 85,449 ) $ 18,093   $ ( 603,756 )

Nine Months Ended September 30, 2025
Balance at beginning of period $ ( 668,063 ) $ ( 82,294 ) $ 4,314   $ ( 746,043 )
Other comprehensive income (loss) before reclassifications 196,782   —   10,623   207,405  
Amounts reclassified from AOCI to income (1)
82   8,972   5,193   14,247  
Balance at end of period $ ( 471,199 ) $ ( 73,322 ) $ 20,130   $ ( 524,391 )

Nine Months Ended September 30, 2024
Balance at beginning of period $ ( 652,518 ) $ ( 95,472 ) $ 9,181   $ ( 738,809 )
Other comprehensive income (loss) before reclassifications 116,051   —   ( 1,883 ) 114,168  
Amounts reclassified from AOCI to income (1)
67   10,023   10,795   20,885  
Balance at end of period $ ( 536,400 ) $ ( 85,449 ) $ 18,093   $ ( 603,756 )

(1) See table below for details about reclassifications to income.
39

The following table summarizes the amounts reclassified out of each component of AOCI for the three months ended September 30, 2025 and 2024:

  Three Months Ended
September 30,  
(dollars in thousands) 2025 2024  
Details about AOCI Components Amount Reclassified
from AOCI Affected Line Item in the
Statement of Income
Unrealized gains and losses on
   available-for-sale securities $ 7   $ ( 76 ) Debt securities gains (losses), net
  ( 2 ) 19   Income tax (expense) benefit
  $ 5   $ ( 57 ) Net income
Amortization of unrecognized losses on
   held-to-maturity securities transferred
   from available-for-sale $ ( 4,040 ) $ ( 4,740 ) Interest income (expense)
  1,026   1,203   Income tax (expense) benefit
  $ ( 3,014 ) $ ( 3,537 ) Net income
Gains and losses on hedges
   Interest rate contracts $ ( 3,275 ) $ ( 4,936 ) Interest income (expense)
  847   1,276   Income tax (expense) benefit
  $ ( 2,428 ) $ ( 3,660 ) Net income

Total reclassifications for the period $ ( 5,437 ) $ ( 7,254 ) Net income

The following table summarizes the amounts reclassified out of each component of AOCI for the nine months ended September 30, 2025 and 2024:

  Nine Months Ended
September 30,  
(dollars in thousands) 2025 2024  
Details about AOCI Components Amount Reclassified
from AOCI Affected Line Item in the
Statement of Income
Unrealized gains and losses on
   available-for-sale securities $ ( 110 ) $ ( 90 ) Debt securities gains (losses), net
  28   23   Income tax (expense) benefit
  $ ( 82 ) $ ( 67 ) Net income
Amortization of unrecognized losses on
   held-to-maturity securities transferred
   from available-for-sale $ ( 12,024 ) $ ( 13,434 ) Interest income (expense)
  3,052   3,411   Income tax (expense) benefit
  $ ( 8,972 ) $ ( 10,023 ) Net income
Gains and losses on hedges
   Interest rate contracts $ ( 7,004 ) $ ( 14,560 ) Interest income (expense)
  1,811   3,765   Income tax (expense) benefit
  $ ( 5,193 ) $ ( 10,795 ) Net income

Total reclassifications for the period $ ( 14,247 ) $ ( 20,885 ) Net income

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NOTE 14 – INCOME TAXES
The 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 statements of income:

Three Months Ended
September 30, Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Provision at statutory rate of 21%
$ 48,846   $ 38,867   $ 119,672   $ 103,810  
Tax-exempt income:
Tax-exempt interest ( 6,318 ) ( 4,871 ) ( 16,169 ) ( 14,856 )
Section 291/265 interest disallowance 1,733   927   3,766   2,768  
Company-owned life insurance income ( 1,594 ) ( 1,089 ) ( 4,126 ) ( 2,961 )
Tax-exempt income ( 6,179 ) ( 5,033 ) ( 16,529 ) ( 15,049 )
State income taxes 11,144   7,485   23,139   18,965  
Interim period effective rate adjustment 1,556   1,096   1,250   1,969  
Tax credit investments - federal ( 8,904 ) ( 3,619 ) ( 18,162 ) ( 9,780 )
Officer compensation limitation 904   765   2,712   3,021  
Non-deductible FDIC premiums 2,960   2,462   7,813   6,241  
Other, net ( 296 ) ( 743 ) ( 2,662 ) ( 159 )
Income tax expense $ 50,031   $ 41,280   $ 117,233   $ 109,018  
Effective tax rate 21.5   % 22.3   % 20.6   % 22.1   %

Net Deferred Tax Assets
Net deferred tax assets are included in other assets on the balance sheet. At September 30, 2025, net deferred tax assets totaled $ 482.6 million, compared to $ 456.4 million at December 31, 2024. No valuation allowance was required on the Company’s deferred tax assets at September 30, 2025 or December 31, 2024.
The Company’s retained earnings at September 30, 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.
Old National has federal net operating loss carryforwards totaling $ 84.1 million at September 30, 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 Bancorp, Inc. in 2022, CapStar in 2024, and Bremer in 2025. 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 $ 120.3 million at September 30, 2025 and $ 106.0 million at December 31, 2024. If not used, the state net operating loss carryforwards will expire from 2028 to 2044.
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.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which contains numerous tax provisions. The Company does not believe the OBBBA will have a material impact on its 2025 consolidated financial statements and will continue to evaluate its longer-term impact.

NOTE 15 – DERIVATIVE FINANCIAL INSTRUMENTS
As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate 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
41

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 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 September 30, 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 $ 2.0 billion notional amount at September 30, 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 September 30, 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 September 30, 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.
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The following table summarizes Old National’s derivatives designated as hedges:

September 30, 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 swaps, collars, and floors on loan
   pools $ 2,000,000   $ 13,448   $ 1,845   $ 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   5,412   —   1,100,000   665   —  
Total $ 18,860   $ 1,845   $ 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.
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
Three Months Ended
September 30, 2025

Interest rate contracts Interest income/(expense) $ 1,532   Fixed-rate debt Interest income/(expense) $ ( 1,552 )
Interest rate contracts Interest income/(expense) ( 4,613 ) Fixed-rate
investment
securities Interest income/(expense) 4,592  
Total $ ( 3,081 ) $ 3,040  

Three Months Ended
September 30, 2024
Interest rate contracts Interest income/(expense) $ 24,495   Fixed-rate debt Interest income/(expense) $ ( 24,645 )
Interest rate contracts Interest income/(expense) ( 44,845 ) Fixed-rate
investment
securities Interest income/(expense) 45,167  
Total $ ( 20,350 ) $ 20,522  

Nine Months Ended
September 30, 2025

Interest rate contracts Interest income/(expense) $ 16,596   Fixed-rate debt Interest income/(expense) $ ( 16,559 )
Interest rate contracts Interest income/(expense) ( 32,359 ) Fixed-rate
investment
securities Interest income/(expense) 32,302  
Total $ ( 15,763 ) $ 15,743  

Nine Months Ended
September 30, 2024
Interest rate contracts Interest income/(expense) $ 10,207   Fixed-rate debt Interest income/(expense) $ ( 10,246 )
Interest rate contracts Interest income/(expense) ( 16,161 ) Fixed-rate
investment
securities Interest income/(expense) 16,454  
Total $ ( 5,954 ) $ 6,208  

43

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

Three Months Ended
September 30, Three Months Ended
September 30,
(dollars in thousands)   2025 2024 2025 2024
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) $ ( 1,596 ) $ 23,654   $ ( 4,373 ) $ ( 5,970 )
    Nine Months Ended
September 30, Nine Months Ended
September 30,
  2025 2024 2025 2024
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) $ 14,328   $ ( 2,540 ) $ ( 10,299 ) $ ( 17,661 )

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 $ 3.8 million will be reclassified to interest income and $ 14.3 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 September 30, 2025, the notional amounts of the interest rate lock commitments were $ 126.1 million and forward mortgage loan contracts were $ 202.5 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 $ 9.7 billion at September 30, 2025 and $ 6.3 billion at December 31, 2024. These derivative contracts do not qualify for hedge accounting. These instruments include interest rate swaps 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.
44

The following table summarizes Old National’s derivatives not designated as hedges:

September 30, 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 $ 126,070   $ 522   $ —   $ 57,380   $ —   $ 166  
Forward mortgage loan contracts 202,529   —   82   88,808   807   —  
Customer interest rate swaps 9,706,441   83,696   191,202   6,255,123   12,827   219,926  
Counterparty interest rate swaps (3)
9,706,441   78,452   84,168   6,255,123   128,469   12,902  
Customer foreign currency contracts 7,919   230   33   10,265   28   121  
Counterparty foreign currency contracts 7,688   39   169   10,093   192   2  
Total $ 162,939   $ 275,654   $ 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:

Three Months Ended
September 30,
(dollars in thousands)   2025 2024
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) $ ( 826 ) $ ( 89 )
Mortgage contracts Mortgage banking revenue 8   114  
Foreign currency contracts Other income/(expense) ( 21 ) ( 27 )
Total   $ ( 839 ) $ ( 2 )

    Nine Months Ended
September 30,
  2025 2024
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) $ ( 679 ) $ 319  
Mortgage contracts Mortgage banking revenue ( 495 ) 158  
Foreign currency contracts Other income/(expense) ( 33 ) ( 108 )
Total   $ ( 1,207 ) $ 369  

(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:

September 30, 2025 December 31, 2024
(dollars in thousands) Assets Liabilities Assets Liabilities
Gross amounts recognized $ 181,799   $ 277,499   $ 146,478   $ 244,313  
Less: amounts offset in the Consolidated Balance Sheet —   —   —   —  
Net amount presented in the Consolidated Balance Sheet 181,799   277,499   146,478   244,313  
Gross amounts not offset in the Consolidated Balance Sheet
Offsetting derivative positions ( 86,013 ) ( 86,013 ) ( 24,098 ) ( 24,098 )
Cash collateral pledged ( 338 ) ( 23,349 ) —   ( 112,499 )
Net credit exposure $ 95,448   $ 168,137   $ 122,380   $ 107,716  

NOTE 16 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES
Litigation
At September 30, 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:

(dollars in thousands) September 30,
2025 December 31,
2024
Unfunded loan commitments (1)
$ 11,741,820   $ 8,533,433  
Standby letters of credit (2)
266,892   194,323  

(1) Excludes cancellable loan commitments of $ 2.9 billion at September 30, 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 $ 1.6  million at September 30, 2025 and $ 1.7 million at December 31, 2024.
At September 30, 2025, approximately 3 % of the unfunded loan commitments had fixed rates, with the remainder having floating rates ranging from 0.01 % to 21.24 %. The allowance for unfunded loan commitments totaled $ 32.3  million at September 30, 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 $ 1.2 billion at September 30, 2025 and $ 730.5 million at December 31, 2024.
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NOTE 17 – 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.
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).
47

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 September 30, 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 $ 126,281   $ 126,281   $ —   $ —  
Investment securities available-for-sale:
U.S. Treasury 214,081   214,081   —   —  
U.S. government-sponsored entities and agencies 1,349,759   —   1,349,759   —  
Mortgage-backed securities - Agency 9,191,823   —   9,191,823   —  
States and political subdivisions 433,164   —   433,164   —  
Pooled trust preferred securities 11,533   —   11,533   —  
Other securities 217,527   —   217,527   —  
Loans held-for-sale 80,341   —   80,341   —  
Derivative assets 181,799   —   181,799   —  
Financial Liabilities
Derivative liabilities 277,499   —   277,499   —  

    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 at September 30, 2025 on a non-recurring basis are summarized below:

    Fair Value Measurements at September 30, 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 $ 29,027   $ —   $ —   $ 29,027  
Commercial real estate loans 159,600   —   —   159,600  
Foreclosed Assets:
Commercial 1,219   —   —   1,219  

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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 $ 254.5 million, with a valuation allowance of $ 65.9 million at September 30, 2025. Old National recorded provision expense associated with these loans totaling $ 7.7 million and $ 32.4 million for the three and nine months ended September 30, 2025, respectively, compared to $ 19.4 million and $ 33.2 million for the three and nine months ended September 30, 2024, respectively.
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 $ 1.2 million at September 30, 2025. There were no writedowns on other real estate owned in the three months ended September 30, 2025 and $ 0.5 million of write-downs in the nine months ended September 30, 2025, compared to $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2024, respectively.
Assets measured at fair value at December 31, 2024 on a non-recurring basis 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 are deemed collateral dependent had a principal amount of $ 213.8 million, with a valuation allowance of $ 58.7 million. Net carrying amount of other real estate owned and other repossessed property totaled $ 1.2 million at December 31, 2024.
49

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)

September 30, 2025        
Collateral Dependent Loans        
Commercial loans $ 29,027   Discounted Discount for type of property, 17 % - 50 % ( 37 %)

  cash flow age of appraisal, and current status
Commercial real estate loans 159,600   Discounted Discount for type of property, 3 % - 28 % ( 12 %)

cash flow age of appraisal, and current status
Foreclosed Assets
Commercial real estate 1,219   Fair value of Discount for type of property, 30 % - 35 % ( 31 %)

collateral age of appraisal, and current status

December 31, 2024    
Collateral Dependent Loans    
Commercial loans $ 33,658   Discounted Discount for type of property, 9 % - 49 % ( 31 %)

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

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

collateral age of appraisal, and current status
Residential (2)
244   Fair value of Discount for type of property, 24 %

    collateral age of appraisal, and current status  

(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 property at December 31, 2024 with write-downs during the year ended December 31, 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 $ 0.9 million and $ 2.6 million for the three and nine months ended September 30, 2025, respectively, compared to $ 0.7 million and $ 1.5 million for the three and nine months ended September 30, 2024, respectively.
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.
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
September 30, 2025      
Loans held-for-sale $ 80,341   $ 1,829   $ 78,512  
December 31, 2024
Loans held-for-sale $ 34,483   $ 271   $ 34,212  

50

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
Three Months Ended September 30, 2025        
Loans held-for-sale $ 152   $ —   $ ( 72 ) $ 80  

Three Months Ended September 30, 2024
Loans held-for-sale $ 809   $ 7   $ —   $ 816  

Nine Months Ended September 30, 2025
Loans held-for-sale $ 1,538   $ 101   $ ( 81 ) $ 1,558  

Nine Months Ended September 30, 2024
Loans held-for-sale $ 712   $ 13   $ ( 5 ) $ 720  

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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 September 30, 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 $ 1,682,617   $ 1,682,617   $ —   $ —  
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies 838,535   —   705,894   —  
Mortgage-backed securities - Agency 925,192   —   794,313   —  
State and political subdivisions 1,146,488   —   1,018,465   —  

Loans, net:
Commercial 14,269,888   —   —   14,364,783  
Commercial real estate 21,799,953   —   —   21,865,744  
Residential real estate 8,158,696   —   —   7,333,743  
Consumer credit 3,167,200   —   —   3,049,702  
Accrued interest receivable 296,351   1,166   68,539   226,646  
Financial Liabilities
Deposits:
Noninterest-bearing demand deposits $ 12,691,658   $ 12,691,658   $ —   $ —  
Checking, NOW, savings, and money market
   interest-bearing deposits 33,153,122   33,153,122   —   —  
Time deposits 9,161,404   —   9,131,299   —  
Federal funds purchased and interbank borrowings 1   1   —   —  
Securities sold under agreements to repurchase 277,594   277,594   —   —  
FHLB advances 5,663,361   —   5,638,547   —  
Other borrowings 825,425   —   823,929   —  
Accrued interest payable 63,539   —   63,539   —  
Standby letters of credit 1,643   —   —   1,643  

Off-Balance Sheet Financial Instruments
Commitments to extend credit $ —   $ —   $ —   $ 5,869  

52

    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 credit 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 September 30, 2025 and December 31, 2024 represent an approximation of exit price, however, an actual exit price may differ.

NOTE 18 – 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 to the consolidated financial statements included in Old National’s Annual Report on Form 10-K for the year ended December 31, 2024. 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
53

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.
54

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is an analysis generally discussing our results of operations for the three and nine months ended September 30, 2025 compared to the same periods in 2024, and financial condition as of September 30, 2025 compared to December 31, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, as well as our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report on Form 10-K”).

FORWARD-LOOKING STATEMENTS
This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the expected cost savings, synergies and other financial benefits from the Merger between Old National and Bremer not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives and the diversion of management’s attention from ongoing business operations and opportunities; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this report; and other factors identified in our 2024 Annual Report on Form 10-K and other filings with the SEC. These forward-looking statements are made only as of the date of this report and are not guarantees of future results, performance, or outcomes.
Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results or outcomes may differ from those contemplated in these forward-looking statements. Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this report. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.
Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading “Risk Factors” included in Item 1A of Part I of Old National’s 2024 Form 10-K and our other filings with the SEC.
55

FINANCIAL HIGHLIGHTS
The following table sets forth certain financial highlights of Old National for the previous five quarters:

Three Months Ended
(dollars and shares in thousands,
except per share data) September 30, June 30, March 31, December 31, September 30,
2025 2025 2025 2024 2024
Income Statement:
Net interest income $ 574,609   $ 514,790  $ 387,643  $ 394,180  $ 391,724 
Taxable equivalent adjustment (1) (3)
7,975   7,063  5,360  5,777  6,144 
Net interest income - taxable equivalent basis (3)
582,584   521,853  393,003  399,957  397,868 
Provision for credit losses 26,738   106,835  31,403  27,017  28,497 
Noninterest income 130,461   132,517  93,794  95,766  94,138 
Noninterest expense 445,734   384,766  268,471  276,824  272,283 
Net income available to common shareholders 178,533   121,375  140,625  149,839  139,768 
Per Common Share Data:
Weighted average diluted common shares 390,496   361,436  321,016  318,803  317,331 
Net income (diluted) $ 0.46   $ 0.34  $ 0.44  $ 0.47  $ 0.44 
Cash dividends 0.14   0.14  0.14  0.14  0.14 
Common dividend payout ratio (2)
30   % 41  % 32  % 30  % 32  %
Book value $ 20.64   $ 20.12  $ 19.71  $ 19.11  $ 19.20 
Stock price 21.95   21.34  21.19  21.71  18.66 
Tangible common book value (3)
13.15   12.60  12.54  11.91  11.97 
Performance Ratios:
Return on average assets 1.03   % 0.77  % 1.08  % 1.14  % 1.08  %
Return on average common equity 9.01   6.74  9.11  9.83  9.40 

Return on average tangible common equity (3)
15.87   12.00  15.02  16.37  15.96 
Net interest margin (3)
3.64   3.53  3.27  3.30  3.32 
Efficiency ratio (3)
58.84   55.80  53.74  54.37  53.83 
Net charge-offs to average loans 0.25   0.24  0.24  0.21  0.19 
Allowance for credit losses on loans to ending loans 1.19   1.18  1.10  1.08  1.05 
Allowance for credit losses (4) to ending loans
1.26   1.24  1.16  1.14  1.12 
Non-performing loans to ending loans 1.23   1.24  1.29  1.23  1.22 
Balance Sheet:
Total loans $ 47,967,915   $ 47,902,819  $ 36,413,944  $ 36,285,887  $ 36,400,643 
Total assets 71,210,162   70,979,805  53,877,944  53,552,272  53,602,293 
Total deposits 55,006,184   54,357,683  41,034,572  40,823,560  40,845,746 
Total borrowed funds 6,766,381   7,346,098  5,447,054  5,411,537  5,449,096 
Total shareholders’ equity 8,309,271   8,126,387  6,534,654  6,340,350  6,367,298 
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity 11.02   % 10.74  % 11.62  % 11.38  % 11.00  %
Tier 1 11.49   11.20  12.23  11.98  11.60 
Total 12.78   12.59  13.68  13.37  12.94 
Leverage ratio (to average assets) 8.72   9.26  9.44  9.21  9.05 
Total equity to assets (averages) 11.48   11.38  12.01  11.78  11.60 
Tangible common equity to tangible assets (3)
7.53   7.26  7.76  7.41  7.44 
Nonfinancial Data:
Full-time equivalent employees 5,243   5,313  4,028  4,066  4,105 
Banking centers 351   351  280  280  280 

(1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2) Cash dividends per common share divided by net income per common share (basic).
(3) Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments.
56

The following table sets forth certain financial highlights of Old National for the year-to-date periods:

Nine Months Ended September 30,
(dollars and shares in thousands, except per share data) 2025 2024
Income Statement:
Net interest income $ 1,477,042   $ 1,136,603 
Taxable equivalent adjustment (1) (3)
20,398   18,737 
Net interest income - taxable equivalent basis (3)
1,497,440   1,155,340 
Provision for credit losses 164,976   83,602 
Noninterest income 356,772   258,931 
Noninterest expense 1,098,971   817,599 
Net income available to common shareholders 440,533   373,214 
Per Common Share Data:
Weighted average diluted common shares 357,278   308,605 
Net income (diluted) $ 1.23   $ 1.21 
Cash dividends 0.42   0.42 
Common dividend payout ratio (2)
34   % 35  %
Book value $ 20.64   $ 19.20 
Stock price 21.95   18.66 
Tangible common book value (3)
13.15   11.97 
Performance Ratios:
Return on average assets 0.95   % 0.99  %
Return on average common equity 8.26   8.78 

Return on average tangible common equity (3)
14.30   15.00 
Net interest margin (3)
3.50   3.31 
Efficiency ratio (3)
56.43   56.37 
Net charge-offs (recoveries) to average loans 0.24   0.16 
Allowance for credit losses on loans to ending loans 1.19   1.05 
Allowance for credit losses (4) to ending loans
1.26   1.12 
Non-performing loans to ending loans 1.23   1.22 
Balance Sheet:
Total loans $ 47,967,915   $ 36,400,643 
Total assets 71,210,162   53,602,293 
Total deposits 55,006,184   40,845,746 
Total borrowed funds 6,766,381   5,449,096 
Total shareholders’ equity 8,309,271   6,367,298 
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity 11.02   % 11.00  %
Tier 1 11.49   11.60 
Total 12.78   12.94 
Leverage ratio (to average assets) 8.72   9.05 
Total equity to assets (averages) 11.59   11.41 
Tangible common equity to tangible assets (3)
7.53   7.44 
Nonfinancial Data:
Full-time equivalent employees 5,243   4,105 
Banking centers 351   280 

(1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2) Cash dividends per common share divided by net income per common share (basic).
(3) Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments.
57

NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to GAAP and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist users of the financial information in assessing the Company’s operating performance. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the following table.
The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, CECL Day 1 non-PCD provision expense, a pension plan gain, distribution of excess pension assets expense, FDIC special assessment expense, and separation expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.
The taxable equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.
In management’s view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as users of the financial information, in assessing the Company’s use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution’s capital strength since they eliminate intangible assets from shareholders’ equity and retain the effect of AOCI in shareholders’ equity.
Although intended to enhance understanding of the Company’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. See the previously provided tables and the following reconciliations in the “Non-GAAP Reconciliations” section for details on the calculation of these measures to the extent presented herein.
58

The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:

Three Months Ended
(dollars and shares in thousands,
except per share data) September 30, June 30, March 31, December 31, September 30,
2025 2025 2025 2024 2024
Net income per common share:
Net income applicable to common shares $ 178,533   $ 121,375  $ 140,625  $ 149,839  $ 139,768 
Adjustments:
Merger-related charges 69,274   41,206  5,856  8,117  6,860 
Debt securities (gains) losses (7) 41  76  122  76 
CECL Day 1 non-PCD provision expense —   75,604  —  —  — 
Pension plan gain —   (21,001) —  —  — 
Separation expense —   —  —  —  2,646 

Less: tax effect on net total adjustments (2)
(16,492) (26,372) (1,103) (2,089) (2,134)
Net income applicable to common shares, adjusted (1)
$ 231,308   $ 190,853  $ 145,454  $ 155,989  $ 147,216 
Weighted average diluted common shares outstanding 390,496   361,436  321,016  318,803  317,331 
Net income per common share, diluted $ 0.46   $ 0.34  $ 0.44  $ 0.47  $ 0.44 
Adjusted net income per common share, diluted (1)
$ 0.59   $ 0.53  $ 0.45  $ 0.49  $ 0.46 
Tangible common book value:
Shareholders’ common equity $ 8,065,552   $ 7,882,668  $ 6,290,935  $ 6,096,631  $ 6,123,579 
Deduct: Goodwill and intangible assets 2,926,960   2,944,372  2,289,268  2,296,098  2,305,084 

Tangible shareholders’ common equity (1)
$ 5,138,592   $ 4,938,296  $ 4,001,667  $ 3,800,533  $ 3,818,495 
Period end common shares 390,768   391,818  319,236  318,980  318,955 
Tangible common book value (1)
$ 13.15   $ 12.60  $ 12.54  $ 11.91  $ 11.97 
Return on average tangible common equity:
Net income applicable to common shares $ 178,533   $ 121,375  $ 140,625  $ 149,839  $ 139,768 
Add:  Intangible amortization (net of tax) (2)
19,638   14,722  5,122  5,428  5,558 
Tangible net income (1)
$ 198,171   $ 136,097  $ 145,747  $ 155,267  $ 145,326 

Average shareholders’ common equity $ 7,924,856   $ 7,208,397  $ 6,172,766  $ 6,095,234  $ 5,946,352 
Deduct: Average goodwill and intangible assets 2,931,319   2,670,710  2,292,526  2,301,177  2,304,597 

Average tangible shareholders’ common equity (1)
$ 4,993,537   $ 4,537,687  $ 3,880,240  $ 3,794,057  $ 3,641,755 
Return on average tangible common equity (1)
15.87   % 12.00  % 15.02  % 16.37  % 15.96  %
Net interest margin:
Net interest income $ 574,609   $ 514,790  $ 387,643  $ 394,180  $ 391,724 
Taxable equivalent adjustment 7,975   7,063  5,360  5,777  6,144 
Net interest income - taxable equivalent basis (1)
$ 582,584   $ 521,853  $ 393,003  $ 399,957  $ 397,868 
Average earning assets $ 64,032,811   $ 59,061,249  $ 48,077,320  $ 48,411,803  $ 47,905,463 
Net interest margin (1)
3.64   % 3.53  % 3.27  % 3.30  % 3.32  %
Efficiency ratio:
Noninterest expense $ 445,734   $ 384,766  $ 268,471  $ 276,824  $ 272,283 
Deduct:  Intangible amortization expense 26,184   19,630  6,830  7,237  7,411 
Adjusted noninterest expense (1)
$ 419,550   $ 365,136  $ 261,641  $ 269,587  $ 264,872 
Net interest income - taxable equivalent basis (1)
   (see above)
$ 582,584   $ 521,853  $ 393,003  $ 399,957  $ 397,868 
Noninterest income 130,461   132,517  93,794  95,766  94,138 
Deduct:  Debt securities gains (losses), net 7   (41) (76) (122) (76)
Adjusted total revenue (1)
$ 713,038   $ 654,411  $ 486,873  $ 495,845  $ 492,082 
Efficiency ratio (1)
58.84   % 55.80  % 53.74  % 54.37  % 53.83  %
Tangible common equity to tangible assets:
Tangible shareholders’ equity (1) (see above)
$ 5,138,592   $ 4,938,296  $ 4,001,667  $ 3,800,533  $ 3,818,495 
Assets $ 71,210,162   $ 70,979,805  $ 53,877,944  $ 53,552,272  $ 53,602,293 

Deduct: Goodwill and intangible assets 2,926,960   2,944,372  2,289,268  2,296,098  2,305,084 

Tangible assets (1)
$ 68,283,202   $ 68,035,433  $ 51,588,676  $ 51,256,174  $ 51,297,209 
Tangible common equity to tangible assets (1)
7.53   % 7.26  % 7.76  % 7.41  % 7.44  %

(1) Represents a non-GAAP financial measure.
(2) Calculated using management’s estimate of the annual fully taxable equivalent income tax rates (federal and state).
59

The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:

Nine Months Ended September 30,
(dollars and shares in thousands, except per share data) 2025 2024
Net income per common share:
Net income applicable to common shares $ 440,533   $ 373,214 
Adjustments:
Merger-related charges 116,336   29,208 
Debt securities (gains) losses 110   90 
CECL Day 1 non-PCD provision expense 75,604   15,312 
Pension plan gain (21,001) — 
Distribution of excess pension assets expense —   13,318 
FDIC special assessment —   2,994 

Separation expense —   2,646 

Less: tax effect on net total adjustments (2)
(43,969) (14,717)
Net income applicable to common shares, adjusted (1)
$ 567,613   $ 422,065 
Weighted average diluted common shares outstanding 357,278   308,605 
Net income per common share, diluted $ 1.23   $ 1.21 
Adjusted net income per common share, diluted (1)
$ 1.59   $ 1.37 
Tangible common book value:
Shareholders’ common equity $ 8,065,552   $ 6,123,579 
Deduct: Goodwill and intangible assets 2,926,960   2,305,084 

Tangible shareholders’ common equity (1)
$ 5,138,592   $ 3,818,495 
Period end common shares 390,768   318,955 
Tangible common book value (1)
$ 13.15   $ 11.97 
Return on average tangible common equity:
Net income applicable to common shares $ 440,533   $ 373,214 
Add:  Intangible amortization (net of tax) (2)
39,483   15,218 
Tangible net income (1)
$ 480,016   $ 388,432 

Average shareholders’ common equity $ 7,108,424   $ 5,668,827 
Deduct: Average goodwill and intangible assets 2,633,858   2,216,437 

Average tangible shareholders’ common equity (1)
$ 4,474,566   $ 3,452,390 
Return on average tangible common equity (1)
14.30   % 15.00  %
Net interest margin:
Net interest income $ 1,477,042   $ 1,136,603 
Taxable equivalent adjustment 20,398   18,737 
Net interest income - taxable equivalent basis (1)
$ 1,497,440   $ 1,155,340 
Average earning assets $ 57,115,572   $ 46,500,942 
Net interest margin (1)
3.50   % 3.31  %
Efficiency ratio:
Noninterest expense $ 1,098,971   $ 817,599 
Deduct:  Intangible amortization expense 52,644   20,291 
Adjusted noninterest expense (1)
$ 1,046,327   $ 797,308 
Net interest income - taxable equivalent basis (1)
   (see above)
$ 1,497,440   $ 1,155,340 
Noninterest income 356,772   258,931 
Deduct:  Debt securities gains (losses), net (110) (90)
Adjusted total revenue (1)
$ 1,854,322   $ 1,414,361 
Efficiency ratio (1)
56.43   % 56.37  %
Tangible common equity to tangible assets:
Tangible shareholders’ equity (1) (see above)
$ 5,138,592   $ 3,818,495 
Assets $ 71,210,162   $ 53,602,293 

Deduct: Goodwill and intangible assets 2,926,960   2,305,084 

Tangible assets (1)
$ 68,283,202   $ 51,297,209 
Tangible common equity to tangible assets (1)
7.53   % 7.44  %

(1) Represents a non-GAAP financial measure.
(2) Calculated using management’s estimate of the annual fully taxable equivalent income tax rates (federal and state).
60

EXECUTIVE SUMMARY
Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States with consolidated assets of $71.2 billion at September 30, 2025. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.
Net income applicable to common shares for the third quarter of 2025 was $178.5 million, or $0.46 per diluted common share, compared to $121.4 million, or $0.34 per diluted common share, for the second quarter of 2025.
Results for the third quarter of 2025 were impacted by $69.3 million in pre-tax merger-related expenses. Results for the second quarter of 2025 were impacted by the following pre-tax items as a result of Old National’s acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025: $41.2 million of merger-related expenses, $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans (including unfunded commitments), and a $21.0 million gain associated with the freezing of benefits of the Bremer pension plan. Excluding these items, net income applicable to common shares for the third quarter of 2025 was $231.3 million, or $0.59 per diluted common share on an adjusted basis 1 , compared to $190.9 million, or $0.53 per diluted common share on an adjusted basis 1 , for the second quarter of 2025.
Our results for the third quarter of 2025 reflect organic growth in total loans, deposits, and net interest income, the full quarter impact of Bremer operations, disciplined expense management, and strong credit quality and capital.
Deposits :  Period-end total deposits increased $648.5 million, or 5% annualized, to $55.0 billion at September 30, 2025 compared to June 30, 2025.
Loans :  Our loan balances, excluding loans held-for-sale, increased $65.1 million, or 1% annualized, to $48.0 billion at September 30, 2025 compared to June 30, 2025.
Net Interest Income : Net interest income increased $59.8 million to $574.6 million compared to the second quarter of 2025 driven by the full quarter impact of Bremer and higher asset yields, partly offset by higher funding costs.
Provision for Credit Losses :  Provision for credit losses was $26.7 million. Excluding $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD Bremer loans (including unfunded loan commitments), provision was $31.2 million in the second quarter of 2025.
Noninterest Income :  Noninterest income was $130.5 million compared to $132.5 million, or $111.6 million excluding a $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan in the second quarter of 2025. The increase (when excluding the gain associated with the freezing of the pension plan) reflects the full quarter impact of Bremer revenue as well as higher wealth fees and capital markets revenue.
Noninterest Expense :  Noninterest expense increased $61.0 million compared to the second quarter of 2025. In the third quarter of 2025, noninterest expense included $69.3 million of merger-related expenses compared to $41.2 million of merger-related expenses in the second quarter of 2025. Excluding these expenses, noninterest expense was $376.5 million for the third quarter of 2025, an increase of $32.9 million from $343.6 million for the second quarter of 2025 driven by the full quarter impact of Bremer.
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
61

BREMER ACQUISITION
On May 1, 2025, Old National completed its acquisition of Bremer, and its wholly owned banking subsidiary, Bremer Bank, National Association. At closing, Bremer had approximately $16.3 billion of total assets, $11.1 billion of total loans, and $12.9 billion of deposits. The consideration paid totaled $1.3 billion and consisted of 50.2 million shares of Old National common stock and $314.6 million of cash. The majority of system conversions related to the acquisition were completed in mid-October 2025.

RESULTS OF OPERATIONS
The following table sets forth certain income statement information of Old National:

(dollars in thousands, except
   per share data) Three Months Ended
September 30, %
Change Nine Months Ended
September 30, %
Change
2025 2024 2025 2024
Income Statement Summary:
Net interest income $ 574,609   $ 391,724  46.7  % $ 1,477,042   $ 1,136,603  30.0  %
Provision for credit losses 26,738   28,497  (6.2) 164,976   83,602  97.3 
Noninterest income 130,461   94,138  38.6  356,772   258,931  37.8 
Noninterest expense 445,734   272,283  63.7  1,098,971   817,599  34.4 
Net income applicable to common
   shareholders 178,533   139,768  27.7  440,533   373,214  18.0 
Net income per common share -
   diluted 0.46   0.44  4.5  1.23   1.21  1.7 
Other Data:
Return on average common equity 9.01   % 9.40  % 8.26   % 8.78  %

Return on average tangible common
   equity (1)
15.87   15.96  14.30   15.00 
Efficiency ratio (1)
58.84   53.83  56.43   56.37 
Tier 1 leverage ratio 8.72   9.05  8.72   9.05 
Net charge-offs to average loans 0.25   0.19  0.24   0.16 

(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Net Interest Income
Net interest income is the most significant component of our earnings, comprising 81% of revenues for the nine months ended September 30, 2025. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.
During the third quarter of 2025, the Federal Reserve decreased interest rates, resulting in rates that were also reduced compared to those in effect as of September 30, 2024. The Federal Reserve’s Federal Funds Rate is currently in a target range of 4.00% to 4.25%, with the Effective Federal Funds Rate of 4.09% at September 30, 2025 compared to 4.83% at September 30, 2024. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.
Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.
Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This
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analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.
The following tables present the average balance sheet for each major asset and liability category, its related interest income and yield, or its expense and rate.

(Tax equivalent basis,
dollars in thousands) Three Months Ended
September 30, 2025 Three Months Ended
September 30, 2024
Earning Assets Average
Balance Income (1) /
Expense
Yield/
Rate Average
Balance Income (1) /
Expense
Yield/
Rate
Money market and other interest-earning
   investments $ 1,159,564   $ 12,207   4.18   % $ 904,176  $ 11,696  5.15  %
Investment securities:
Treasury and government sponsored agencies 2,391,564   20,721   3.47   % 2,255,629  21,851  3.87  %
Mortgage-backed securities 9,854,107   105,596   4.29   % 5,977,058  48,425  3.24  %
States and political subdivisions 1,577,384   13,109   3.32   % 1,668,454  14,042  3.37  %
Other securities 874,728   16,265   7.44   % 785,107  12,547  6.39  %
Total investment securities 14,697,783   155,691   4.24   % 10,686,248  96,865  3.63  %
Loans: (2)

Commercial 14,722,785   249,569   6.78   % 10,373,340  183,878  7.09  %
Commercial real estate 21,999,016   356,014   6.47   % 16,216,842  274,832  6.78  %
Residential real estate loans 8,287,155   95,129   4.59   % 6,833,597  67,084  3.93  %
Consumer 3,166,508   56,557   7.09   % 2,891,260  51,714  7.12  %
Total loans 48,175,464   757,269   6.28   % 36,315,039  577,508  6.36  %
Total earning assets 64,032,811   $ 925,167   5.78   % 47,905,463  $ 686,069  5.73  %
Deduct: Allowance for credit losses on loans (566,102) (366,667)
Non-Earning Assets
Cash and due from banks 492,415   413,583 
Other assets 7,177,663   5,394,032 
Total assets $ 71,136,787   $ 53,346,411 

Interest-Bearing Liabilities
Checking and NOW accounts $ 9,382,625   $ 36,221   1.53   % $ 7,551,264  $ 29,344  1.55  %
Savings accounts 5,009,293   3,866   0.31   % 4,860,161  5,184  0.42  %
Money market accounts 16,674,801   121,886   2.90   % 11,064,433  106,148  3.82  %
Time deposits, excluding brokered deposits 7,723,441   73,247   3.76   % 5,928,241  64,435  4.32  %
Brokered deposits 3,371,269   37,381   4.40   % 1,829,218  24,616  5.35  %
Total interest-bearing deposits 42,161,429   272,601   2.57   % 31,233,317  229,727  2.93  %
Federal funds purchased and interbank
   borrowings 157,192   1,816   4.58   % 14,549  292  7.98  %
Securities sold under agreements to repurchase 289,323   731   1.00   % 239,524  612  1.02  %
FHLB advances 5,552,780   57,143   4.08   % 4,572,046  47,719  4.15  %
Other borrowings 871,996   10,292   4.68   % 754,544  9,851  5.19  %
Total borrowed funds 6,871,291   69,982   4.04   % 5,580,663  58,474  4.17  %
Total interest-bearing liabilities $ 49,032,720   $ 342,583   2.77   % $ 36,813,980  $ 288,201  3.11  %

Noninterest-Bearing Liabilities and
   Shareholders’ Equity
Demand deposits $ 12,731,654   $ 9,371,698 
Other liabilities 1,203,838   970,662 
Shareholders’ equity 8,168,575   6,190,071 
Total liabilities and shareholders’ equity $ 71,136,787   $ 53,346,411 

Net interest income - taxable equivalent basis $ 582,584   3.64   % $ 397,868  3.32  %
Taxable equivalent adjustment (7,975) (6,144)
Net interest income (GAAP) $ 574,609   3.59   % $ 391,724  3.27  %

(1) Interest income is reflected on a fully taxable equivalent basis.
(2) Includes loans held-for-sale.
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(Tax equivalent basis,
dollars in thousands) Nine Months Ended
September 30, 2025 Nine Months Ended
September 30, 2024
Earning Assets Average
Balance Income (1) /
Expense
Yield/
Rate Average
Balance Income (1) /
Expense
Yield/
Rate
Money market and other interest-earning
   investments $ 1,126,460   $ 35,813   4.25   % $ 825,743  $ 32,992  5.34  %
Investment securities:
Treasury and government sponsored agencies 2,369,307   61,560   3.46   % 2,275,607  66,648  3.91  %
Mortgage-backed securities 8,249,480   247,853   4.01   % 5,721,725  135,217  3.15  %
States and political subdivisions 1,594,912   39,753   3.32   % 1,678,504  42,308  3.36  %
Other securities 872,430   42,547   6.50   % 781,385  37,303  6.37  %
Total investment securities 13,086,129   391,713   3.99   % 10,457,221  281,476  3.59  %
Loans: (2)

Commercial 12,803,059   634,610   6.61   % 10,087,322  534,566  7.07  %
Commercial real estate 19,432,867   918,371   6.30   % 15,488,010  765,325  6.59  %
Residential real estate loans 7,636,955   251,629   4.39   % 6,826,809  197,770  3.86  %
Consumer 3,030,102   160,814   7.10   % 2,815,837  146,177  6.93  %
Total loans 42,902,983   1,965,424   6.11   % 35,217,978  1,643,838  6.22  %
Total earning assets 57,115,572   $ 2,392,950   5.59   % 46,500,942  $ 1,958,306  5.62  %
Deduct: Allowance for credit losses on loans (457,192) (337,168)
Non-Earning Assets
Cash and due from banks 430,891   402,213 
Other assets 6,331,698   5,232,807 
Total assets $ 63,420,969   $ 51,798,794 

Interest-Bearing Liabilities
Checking and NOW $ 8,507,970   $ 89,362   1.40   % $ 7,627,029  $ 88,994  1.56  %
Savings 4,891,083   11,251   0.31   % 4,976,361  15,455  0.41  %
Money market 14,483,414   321,200   2.97   % 10,571,821  302,921  3.83  %
Time deposits, excluding brokered deposits 6,943,552   196,936   3.79   % 5,327,361  168,453  4.22  %
Brokered deposits 2,489,600   84,435   4.53   % 1,375,231  55,149  5.36  %
Total interest-bearing deposits 37,315,619   703,184   2.52   % 29,877,803  630,972  2.82  %
Federal funds purchased and interbank
   borrowings 131,341   4,394   4.47   % 77,262  3,239  5.60  %
Securities sold under agreements to repurchase 286,137   1,918   0.90   % 261,818  2,168  1.11  %
FHLB advances 5,355,597   158,081   3.95   % 4,477,851  133,529  3.98  %
Other borrowings 792,708   27,933   4.71   % 823,746  33,058  5.36  %
Total borrowed funds 6,565,783   192,326   3.92   % 5,640,677  171,994  4.07  %
Total interest-bearing liabilities $ 43,881,402   $ 895,510   2.73   % $ 35,518,480  $ 802,966  3.02  %

Noninterest-Bearing Liabilities and
   Shareholders’ Equity
Demand deposits $ 11,145,709   $ 9,396,081 
Other liabilities 1,041,715   971,687 
Shareholders’ equity 7,352,143   5,912,546 
Total liabilities and shareholders’ equity $ 63,420,969   $ 51,798,794 

Net interest income - taxable equivalent basis $ 1,497,440   3.50   % $ 1,155,340  3.31  %
Taxable equivalent adjustment (20,398) (18,737)
Net interest income (GAAP) $ 1,477,042   3.45   % $ 1,136,603  3.26  %

(1) Interest income is reflected on a fully taxable equivalent basis.
(2) Includes loans held-for-sale.
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The following table presents the dollar amount of changes in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid.

From Three Months Ended
September 30, 2024 to Three
Months Ended September 30, 2025
From Nine Months Ended
September 30, 2024 to Nine
Months Ended September 30, 2025

  Total
Change (1)
Attributed to Total
Change (1)
Attributed to
(dollars in thousands) Volume Rate Volume Rate
Interest Income
Money market and other interest-earning
   investments $ 511  $ 2,994  $ (2,483) $ 2,821  $ 10,793  $ (7,972)
Investment securities (2)
58,826  39,428  19,398  110,237  74,727  35,510 
Loans (3)
179,761  187,510  (7,749) 321,586  355,362  (33,776)
Total interest income 239,098  229,932  9,166  434,644  440,882  (6,238)
Interest Expense
Checking and NOW deposits 6,877  7,113  (236) 368  9,746  (9,378)
Savings deposits (1,318) 137  (1,455) (4,204) (232) (3,972)
Money market deposits 15,738  47,311  (31,573) 18,279  99,471  (81,192)
Time deposits, excluding brokered
   deposits 8,812  18,269  (9,457) 28,483  48,464  (19,981)
Brokered deposits 12,765  18,884  (6,119) 29,286  41,267  (11,981)
Federal funds purchased and interbank
   borrowings 1,524  2,247  (723) 1,155  2,039  (884)
Securities sold under agreements to
   repurchase 119  127  (8) (250) 182  (432)
FHLB advances 9,424  10,199  (775) 24,552  26,005  (1,453)
Other borrowings 441  1,465  (1,024) (5,125) (1,180) (3,945)
Total interest expense 54,382  105,752  (51,370) 92,544  225,762  (133,218)
Net interest income $ 184,716  $ 124,180  $ 60,536  $ 342,100  $ 215,120  $ 126,980 

(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variances.
(2) Interest income on investment securities includes taxable equivalent adjustments of $2.6 million and $7.9 million during the three and nine months ended September 30, 2025, respectively, and $2.8 million and $8.4 million during the three and nine months ended September 30, 2024, respectively ; using the federal statutory rate in effect of 21%.
(3) Interest income on loans includes taxable equivalent adjustments of $5.4 million and $12.5 million during the three and nine months ended September 30, 2025, respectively, and $3.4 million and $10.4 million during the three and nine months ended September 30, 2024, respectively; using the federal statutory rate in effect of 21%.
The increase in net interest income for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was driven by the acquisition of Bremer as well as strong loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.
The increase in net interest margin on a fully taxable equivalent basis for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily due to the impact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. The yield on interest earning assets increased 5 basis points and the cost of interest-bearing liabilities decreased 34 basis points in the three months ended September 30, 2025 compared to the same quarter a year ago. The yield on interest earning assets decreased 3 basis points and the cost of interest-bearing liabilities decreased 29 basis points in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Average earning assets increased $16.1 billion, and $10.6 billion for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans and securities acquired as well as strong loan growth.
Average loans, including loans held-for-sale, increased $11.9 billion and $7.7 billion for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans acquired as well as strong commercial and commercial real estate loan growth. Bremer loans totaled $11.2 billion at the close of the acquisition.
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Average noninterest-bearing deposits increased $3.4 billion while average interest-bearing deposits increased $10.9 billion for the three months ended September 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Average noninterest-bearing deposits increased $1.7 billion while average interest-bearing deposits increased $7.4 billion for the nine months ended September 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Bremer deposits assumed totaled $12.9 billion at the close of the acquisition.
Provision for Credit Losses
The following table details the components of the provision for credit losses:

Three Months Ended
September 30, % Nine Months Ended
September 30, %
(dollars in thousands) 2025 2024 Change 2025 2024 Change
Provision for credit losses on loans $ 24,003   $ 29,176  (17.7) % $ 154,292   $ 89,774  71.9  %
Provision (release) for credit losses on
   unfunded loan commitments 2,735   (679) (502.8) 10,684   (6,172) (273.1)

Total provision for credit losses $ 26,738   $ 28,497  (6.2) % $ 164,976   $ 83,602  97.3  %

Net (charge-offs) recoveries on non-PCD
   loans $ (19,000) $ (13,996) 35.8  % $ (61,199) $ (29,878) 104.8  %
Net (charge-offs) recoveries on PCD
   loans (11,038) (3,478) 217.4  (16,983) (13,391) 26.8 
Total net (charge-offs) recoveries on
   loans $ (30,038) $ (17,474) 71.9  % $ (78,182) $ (43,269) 80.7  %
Net charge-offs (recoveries) to average
   loans 0.25   % 0.19  % 29.6  % 0.24   % 0.16  % 48.3 

Total provision for credit losses on loans increased in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to credit migration, higher net charge-offs, and macroeconomic factors. In addition, the provision for credit losses on loans in the nine months ended September 30, 2025 included $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired. The provision for credit losses on loans in the nine months ended September 30, 2024 included $15.3 million to establish an allowance for credit losses on non-PCD CapStar loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
Noninterest Income
We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. The following table details the components in noninterest income:

Three Months Ended
September 30, % Nine Months Ended
September 30, %
(dollars in thousands) 2025 2024 Change 2025 2024 Change
Wealth and investment services fees $ 39,684   $ 29,117  36.3  % $ 105,149   $ 86,779  21.2  %
Service charges on deposit accounts 27,856   20,350  36.9  72,890   57,598  26.5 
Debit card and ATM fees 13,197   11,362  16.2  36,110   32,409  11.4 
Mortgage banking revenue 10,442   7,669  36.2  27,353   19,211  42.4 
Capital markets income 12,629   7,426  70.1  24,249   15,055  61.1 
Company-owned life insurance 7,565   5,315  42.3  19,571   14,488  35.1 
Debt securities gains (losses), net 7   (76) (109.2) (110) (90) 22.2 
Other income 19,081   12,975  47.1  71,560   33,481  113.7 
Total noninterest income $ 130,461   $ 94,138  38.6  % $ 356,772   $ 258,931  37.8  %

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Noninterest income increased $36.3 million for the three months ended September 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer and organic growth of fee-based businesses.
Noninterest income for the nine months ended September 30, 2025 included a $21.0 million gain in other income associated with the freezing of benefits of the Bremer pension plan. Excluding this gain, noninterest income increased to $335.8 million for the nine months ended September 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer, the CapStar acquisition in April 2024, organic growth of fee-based businesses, and higher other income.
Mortgage banking revenue increased $2.8 million and $8.1 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher mortgage originations and increased loan sales.
Capital markets income increased $5.2 million and $9.2 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher levels of commercial real estate client interest rate swap fees.
Other income increased $6.1 million and $38.1 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024 primarily due to additional other income associated with the acquisition of Bremer. In addition, other income for the nine months ended September 30, 2025 compared to the same period in 2024 was impacted by the $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan, the CapStar acquisition, and $4.2 million of net gains on sales of commercial loans.
Noninterest Expense
The following table details the components in noninterest expense:

Three Months Ended
September 30, % Nine Months Ended
September 30, %
(dollars in thousands) 2025 2024 Change 2025 2024 Change
Salaries and employee benefits $ 211,345   $ 147,494  43.3  % $ 561,762   $ 456,490  23.1  %
Occupancy 34,442   27,130  27.0  93,927   80,696  16.4 
Equipment 12,703   9,888  28.5  34,170   27,263  25.3 
Marketing 15,093   11,036  36.8  40,792   32,954  23.8 
Technology 36,122   23,343  54.7  89,594   67,368  33.0 
Communication 7,742   4,681  65.4  16,890   13,161  28.3 
Professional fees 13,598   7,278  86.8  43,448   24,236  79.3 
FDIC assessment 14,095   11,722  20.2  37,204   32,711  13.7 
Amortization of intangibles 26,184   7,411  253.3  52,644   20,291  159.4 
Amortization of tax credit investments 7,057   3,277  115.3  16,296   8,773  85.8 

Other expense 67,353   19,023  254.1  112,244   53,656  109.2 
Total noninterest expense $ 445,734   $ 272,283  63.7  % $ 1,098,971   $ 817,599  34.4  %

Noninterest expense included $69.3 million and $6.9 million of merger-related expenses for the three months ended September 30, 2025 and 2024, respectively. In addition, the three months ended September 30, 2024 included $2.6 million of separation expense associated with a mutual separation agreement with a former executive. Excluding these expenses, noninterest expense increased to $376.5 million for the three months ended September 30, 2025, compared to $262.8 million for the three months ended September 30, 2024. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.
Noninterest expense included $116.3 million and $29.2 million of merger-related expenses for the nine months ended September 30, 2025 and 2024, respectively. In addition, the nine months ended September 30, 2024 included a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense. Excluding these expenses, noninterest expense increased to $982.6 million for the nine months ended September 30, 2025, compared to $769.4 million for the nine months ended September 30, 2024. This increase was driven by operating costs and additional amortization of intangibles related to the acquisitions of
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Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.
Amortization of tax credit investments increased $3.8 million and $7.5 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.
Provision for Income Taxes
We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 21.5% and 20.6% for the three and nine months ended September 30, 2025, respectively, compared to 22.3% and 22.1% for the three and nine months ended September 30, 2024, respectively, reflecting an increase in tax credits. See Note 14 to the consolidated financial statements for additional information. In accordance with ASC 740-270, Accounting for Interim Reporting, the provision for income taxes was recorded at September 30, 2025 based on the current estimate of the effective annual rate.

FINANCIAL CONDITION
Overview
At September 30, 2025, our assets were $71.2 billion, a $17.7 billion increase compared to assets of $53.6 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer.
Earning Assets
Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities. Earning assets were $64.2 billion at September 30, 2025, a $16.2 billion increase compared to earning assets of $48.0 billion at December 31, 2024.
Investment Securities
We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements.
The investment securities portfolio, including equity securities, was $14.9 billion at September 30, 2025, compared to $10.9 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer. Investment securities represented 23% of earning assets at both September 30, 2025 and December 31, 2024. At September 30, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
The investment securities available-for-sale portfolio had net unrealized losses of $627.6 million and $890.5 million at September 30, 2025 and December 31, 2024, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $391.5 million and $483.7 million at September 30, 2025 and December 31, 2024, respectively.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 3.85 at September 30, 2025, compared to 4.11 at December 31, 2024. The total investment securities portfolio had an effective duration of 4.60 at September 30, 2025, compared to 5.09 at December 31, 2024. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The annualized average yields on investment securities, on a taxable equivalent basis, were 4.24% and 3.99% for the three and nine months ended
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September 30, 2025, respectively, compared to 3.63% and 3.59% for the three and nine months ended September 30, 2024, respectively.
Loan Portfolio
We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. The following table presents the composition of the loan portfolio:

(dollars in thousands) September 30,
2025 December 31,
2024 $ Change % Change
Commercial $ 14,506,375   $ 10,288,560  $ 4,217,815  41.0  %
Commercial real estate 22,083,734   16,307,486  5,776,248  35.4 
Residential real estate 8,190,127   6,797,586  1,392,541  20.5 
Consumer 3,187,679   2,892,255  295,424  10.2 
Total loans $ 47,967,915   $ 36,285,887  $ 11,682,028  32.2  %

The following table presents the composition of the loan portfolio by state:

(dollars in thousands) Commercial Commercial
Real Estate Residential
Real Estate Consumer Total
Loans Percent of
Total
September 30, 2025
Minnesota $ 3,016,736  $ 5,511,332  $ 1,696,504  $ 346,943  $ 10,571,515  22  %
Illinois 2,879,324  3,502,153  1,460,346  598,932  8,440,755  18  %
Indiana 1,609,115  1,756,730  1,106,093  928,121  5,400,059  11  %
Wisconsin 1,117,045  2,879,665  560,149  181,861  4,738,720  10  %
Michigan 697,885  1,328,960  634,139  260,715  2,921,699  6  %
Tennessee 498,247  1,344,039  250,759  234,427  2,327,472  5  %
North Dakota 505,607  1,136,573  110,467  35,155  1,787,802  4  %
Kentucky 367,149  622,660  265,547  374,264  1,629,620  3  %
Texas 373,188  505,311  255,626  12,357  1,146,482  2  %
Florida 337,546  341,264  327,778  35,798  1,042,386  2  %
Ohio 366,014  460,142  6,790  15,716  848,662  2  %
California 227,893  72,980  408,648  33,497  743,018  2  %
Other 2,510,626  2,621,925  1,107,281  129,893  6,369,725  13  %
Total $ 14,506,375  $ 22,083,734  $ 8,190,127  $ 3,187,679  $ 47,967,915  100  %

Geographic location in the preceding table is determined by collateral location for real estate loans and borrower location for non-real estate loans.
Commercial and Commercial Real Estate Loans
Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% of earning assets at September 30, 2025, compared to 55% at December 31, 2024. At September 30, 2025, commercial and commercial real estate loans were $36.6 billion, an increase of $10.0 billion from December 31, 2024 driven primarily by the acquisition of Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines, partly offset by the sale of $71 million of commercial real estate loans in the nine months ended September 30, 2025.
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The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size.

September 30, 2025 December 31, 2024
(dollars in thousands) Outstanding Exposure (1)
Nonaccrual Outstanding Exposure (1)
Nonaccrual
By Industry:
Health care and social assistance $ 2,545,262   $ 3,076,036   $ 32,713   $ 1,657,229  $ 1,982,352  $ 1,636 
Manufacturing 2,175,734   3,580,220   18,346   1,724,108  2,884,035  29,886 
Real estate rental and leasing 1,301,019   2,058,545   12,972   1,024,315  1,500,570  7,915 
Wholesale trade 1,157,792   2,065,780   692   780,643  1,480,859  2,192 
Accommodation and food services 1,156,936   1,294,253   19,591   579,424  679,087  7,146 
Construction 1,082,467   2,142,257   11,266   740,093  1,680,577  11,690 
Finance and insurance 764,394   1,387,727   319   617,151  1,018,320  141 
Agriculture, forestry, fishing,
  and hunting 755,669   1,118,698   2,655   278,554  391,072  2,822 
Professional, scientific, and
  technical services 714,674   1,314,877   5,768   558,589  987,800  7,486 
Transportation and warehousing 485,348   720,463   39,193   459,988  597,413  21,771 
Retail trade 459,360   732,449   12,985   305,245  554,620  12,781 
Administrative and support and
  waste management and
  remediation services 389,860   595,201   4,501   392,955  573,061  3,363 
Educational services 317,696   490,626   46   243,843  372,777  5 
Public administration 288,243   330,431   —   167,410  191,005  — 
Other services 260,727   437,248   11,605   236,870  366,265  8,995 
Other 651,194   1,276,993   6,900   522,143  852,984  5,975 
Total $ 14,506,375   $ 22,621,804   $ 179,552   $ 10,288,560  $ 16,112,797  $ 123,804 

By Loan Size:
Less than $200,000 4   % 4   % 10   % 3  % 3  % 4  %
$200,000 to $1,000,000 12   11   18   12  11  14 
$1,000,000 to $5,000,000 25   25   43   24  24  50 
$5,000,000 to $10,000,000 17   16   16   14  15  8 
$10,000,000 to $25,000,000 25   26   13   29  28  24 
Greater than $25,000,000 17   18   —   18  19  — 
Total 100   % 100   % 100   % 100  % 100  % 100  %

(1)    Includes unfunded loan commitments.
The following table provides detail on commercial real estate loans classified by property type.

September 30, 2025 December 31, 2024
(dollars in thousands) Outstanding Exposure (1)
Nonaccrual Outstanding Exposure (1)
Nonaccrual
By Property Type:
Multifamily $ 6,998,523   $ 8,237,450   $ 144,414   $ 5,620,340  $ 6,752,819  $ 85,937 
Warehouse / Industrial 3,962,958   4,213,982   5,065   3,034,854  3,331,289  8,401 
Retail 3,154,814   3,273,628   20,869   2,295,808  2,372,912  8,435 
Office 2,678,892   2,734,719   66,194   2,126,618  2,256,299  46,078 
Senior housing 1,121,317   1,133,954   28,513   852,376  872,162  50,443 
Single family 635,594   654,061   4,870   531,679  545,717  6,278 

Other (2)
3,531,636   4,308,638   50,339   1,845,811  2,118,461  28,660 
Total $ 22,083,734   $ 24,556,432   $ 320,264   $ 16,307,486  $ 18,249,659  $ 234,232 

(1)    Includes unfunded loan commitments.
(2)    Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties.
The mix of properties securing the loans in our commercial real estate portfolio is comprised of owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the
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Company’s primary market area. Approximately 26% of the commercial real estate portfolio is owner-occupied at September 30, 2025, compared to 27% at December 31, 2024.
The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At September 30, 2025, the Company held $869.4 million of non-owner-occupied commercial real estate loans, or 2% of total loans, that mature within 18 months with an interest rate below 4%.
Residential Real Estate Loans
At September 30, 2025, residential real estate loans held in our loan portfolio were $8.2 billion, an increase of $1.4 billion compared to December 31, 2024 driven primarily by the acquisition of Bremer. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans. If interest rates decrease in the future, there may be an increase in refinancings and new originations of residential real estate loans. Conversely, future increases in interest rates may result in a decline in the level of refinancings and new originations of residential real estate loans.
Consumer Loans
Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $295.4 million to $3.2 billion at September 30, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets at September 30, 2025 totaled $2.9 billion, an increase of $630.9 million compared to December 31, 2024 as a result of goodwill and other intangible assets recorded with the acquisition of Bremer.
Other Assets
Other assets at September 30, 2025 increased $671.2 million compared to December 31, 2024 reflecting Bremer other assets acquired and higher investments in partnerships, limited liability companies, and other ownership interests that support affordable housing.
Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings:

(dollars in thousands) September 30,
2025 December 31,
2024 $ Change % Change
Deposits:
Noninterest-bearing demand $ 12,691,658   $ 9,399,019  $ 3,292,639  35.0  %
Interest-bearing:
Checking and NOW 11,162,121   8,040,331  3,121,790  38.8  %
Savings 4,958,555   4,753,279  205,276  4.3  %
Money market 17,032,446   11,875,192  5,157,254  43.4  %
Time deposits 9,161,404   6,755,739  2,405,665  35.6  %
Total deposits 55,006,184   40,823,560  14,182,624  34.7  %
Wholesale borrowings:
Federal funds purchased and interbank borrowings 1   385  (384) (99.7) %
Securities sold under agreements to repurchase 277,594   268,975  8,619  3.2  %
Federal Home Loan Bank advances 5,663,361   4,452,559  1,210,802  27.2  %
Other borrowings 825,425   689,618  135,807  19.7  %
Total wholesale borrowings 6,766,381   5,411,537  1,354,844  25.0  %
Total funding $ 61,772,565   $ 46,235,097  $ 15,537,468  33.6  %

The increase in total deposits was due to Bremer deposits assumed and organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 11% at September 30, 2025, compared to 12% at December 31, 2024.
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Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at September 30, 2025 increased $151.5 million compared to December 31, 2024 primarily due to the Bremer acquisition and higher derivative liabilities.
Capital  
Shareholders’ equity totaled $8.3 billion at September 30, 2025 and $6.3 billion at December 31, 2024. Old National issued 50.2 million shares of Common Stock in conjunction with the acquisition of Bremer on May 1, 2025 adding $1.0 billion in shareholders’ equity. In addition, Old National issued 21.9 million shares of Common Stock in the settlement of the forward sale agreements adding $443.2 million in shareholders’ equity. Retained earnings and changes in unrealized losses on available-for-sale investment securities also contributed to the increase in shareholders’ equity during the nine months ended September 30, 2025. These increases were partially offset by dividends and the repurchase of 1.1 million shares of Common Stock during the nine months ended September 30, 2025 under a stock repurchase plan that was approved by the Company’s Board of Directors on February 19, 2025, which reduced equity by $25.0 million. As of September 30, 2025, Old National had remaining authorization to repurchase up to $175.0 million of its outstanding Common Stock through February 28, 2026.
Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At September 30, 2025, Old National and its bank subsidiary exceeded the regulatory minimums and Old National Bank met the regulatory definition of “well-capitalized” based on the most recent regulatory definition.
Old National’s consolidated capital position remains strong as evidenced by the following key industry ratios. 

Regulatory
Guidelines
Minimum Prompt
Corrective
Action "Well
Capitalized"
Guidelines September 30,
2025 December 31,
2024

Tier 1 capital to total average assets (leverage
   ratio) 4.00  % N/A % 8.72   % 9.21  %
Common equity Tier 1 capital to risk-weighted
   total assets 7.00  N/A 11.02   11.38 
Tier 1 capital to risk-weighted total assets 8.50  6.00  11.49   11.98 
Total capital to risk-weighted total assets 10.50  10.00  12.78   13.37 
Shareholders’ equity to assets N/A N/A 11.67   11.84 

Old National Bank, Old National’s bank subsidiary, maintained a strong capital position as evidenced by the following key industry ratios.

Regulatory
Guidelines
Minimum Prompt
Corrective
Action "Well
Capitalized"
Guidelines September 30,
2025 December 31,
2024

Tier 1 capital to total average assets (leverage
   ratio) 4.00  % 5.00  % 8.55   % 9.07  %
Common equity Tier 1 capital to risk-weighted
   total assets 7.00  6.50  11.25   11.82 
Tier 1 capital to risk-weighted total assets 8.50  8.00  11.25   11.82 
Total capital to risk-weighted total assets 10.50  10.00  12.16   12.72 

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 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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Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.

RISK MANAGEMENT
Overview
Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Enterprise Risk Committee of our Board, Executive Leadership Team, and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, and liquidity. Discussion of strategic, talent management, operational, information security and technology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in the Company’s 2024 Annual Report on Form 10-K.
Credit Risk
Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Asset Quality
We lend to consumer and commercial clients in many diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At September 30, 2025, our average commercial loan size was approximately $740,000 and our average commercial real estate loan size was approximately $1,465,000. At September 30, 2025, we had minimal exposure to foreign borrowers and no sovereign debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the Midwest and Southeast regions of the United States.
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The following table presents a summary of under-performing assets as well as criticized and classified assets:

(dollars in thousands) September 30,
2025 December 31,
2024
Nonaccrual loans $ 590,820   $ 447,979 
Past due loans (90 days or more and still accruing) 1,525   4,060 
Foreclosed assets 6,325   4,294 
Total under-performing assets $ 598,670   $ 456,333 
Classified loans (includes nonaccrual, past due 90 days
    or more, and other problem loans) $ 2,473,639   $ 1,525,452 
Other classified assets (1)
35,373   58,954 
Special mention loans 893,109   908,630 
Total criticized and classified assets $ 3,402,121   $ 2,493,036 
Asset Quality Ratios:
Nonaccrual loans/total loans (2)
1.23   % 1.23  %

Under-performing assets/total loans (2)
1.25   1.26 
Under-performing assets/total assets 0.84   0.85 
Allowance for credit losses on loans/under-performing assets 95.57   86.02 
Allowance for credit losses on loans/nonaccrual loans 96.84   87.62 

(1) Includes investment securities that fell below investment grade rating.
(2) Loans exclude loans held-for-sale.
Under-performing assets increased to $598.7 million at September 30, 2025, compared to $456.3 million at December 31, 2024 primarily due to the Bremer acquisition. Under-performing assets as a percentage of total loans at September 30, 2025 were 1.25%, a 1 basis point decrease from 1.26% at December 31, 2024.
Nonaccrual loans increased $142.8 million from December 31, 2024 to September 30, 2025 reflecting $136.1 million of nonaccrual loans acquired in the Bremer acquisition. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 96.84% at September 30, 2025, compared to 87.62% at December 31, 2024.
Total criticized and classified assets were $3.4 billion at September 30, 2025, an increase of $909.1 million from December 31, 2024 primarily due to $1.2 billion of criticized and classified loans related to the Bremer acquisition. Other classified assets include investment securities that fell below investment grade rating totaling $35.4 million at September 30, 2025, compared to $59.0 million at December 31, 2024.
Allowance for Credit Losses on Loans and Unfunded Commitments
Net charge-offs on loans totaled $30.0 million during the three months ended September 30, 2025, compared to $17.5 million for the same period in 2024. Annualized, net charge-offs to average loans were 0.25% and 0.19% for the three months ended September 30, 2025 and 2024, respectively. The three months ended September 30, 2025 and 2024 included net charge-offs on PCD loans totaling 0.09% and 0.04% on an annualized basis of average loans, respectively. Net charge-offs on loans totaled $78.2 million during the nine months ended September 30, 2025, compared to $43.3 million for the same period in 2024. Annualized, net charge-offs to average loans were 0.24% and 0.16% for the nine months ended September 30, 2025 and 2024, respectively. The nine months ended September 30, 2025 and 2024 included net charge-offs on PCD loans totaling 0.05% on an annualized basis of average loans in both periods.
Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
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The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
The allowance for credit losses on loans was $572.2 million at September 30, 2025, compared to $392.5 million at December 31, 2024. The increase reflects $103.5 million of allowance for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the Bremer acquisition date. In addition, the provision for credit losses on loans in the nine months ended September 30, 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.
We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan commitments totaled $32.3 million at September 30, 2025, compared to $21.7 million at December 31, 2024. We increased the allowance for credit losses on unfunded loan commitments by $6.5 million in the nine months ended September 30, 2025 as a result of the Bremer acquisition.
See the section entitled “Risk Factors” in the Company’s 2024 Annual Report on Form 10-K for further discussion of our credit risk.
Market Risk
Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.
The objective of our interest rate management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.
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In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including:
• adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
• changing product pricing strategies;
• modifying characteristics of the investment securities portfolio; or
• using derivative financial instruments, to a limited degree.
A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and interest rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate changes only and does not consider other forecast assumptions. The net interest income projections across all interest rate scenarios include the expected impact of purchase accounting accretion due to recent acquisitions. Due to the dynamics of future interest rate expectations, we also measure and monitor interest rate risk using the forward curve, which may be a more probable scenario of our interest rate exposure. The forward curve represents the relationship between the price of forward contracts and the time to maturity of the forward contracts at a point in time.
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The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model at September 30, 2025 and 2024:

Immediate Rate Decrease September 30, 2025
Forward
Curve
Immediate Rate Increase
(dollars in thousands) -300
Basis Points -200
Basis Points -100
Basis Points Base +100
Basis Points +200
Basis Points +300
Basis Points
September 30, 2025
Projected interest income:
Money market, other
  interest earning
  investments, and
  investment
  securities $ 999,607  $ 1,133,037  $ 1,243,065  $ 1,326,205  $ 1,347,047  $ 1,414,490  $ 1,465,366  $ 1,513,792 
Loans 4,111,169  4,724,332  5,322,745  5,531,692  5,903,821  6,465,088  7,016,893  7,565,404 
Total interest
   income 5,110,776  5,857,369  6,565,810  6,857,897  7,250,868  7,879,578  8,482,259  9,079,196 
Projected interest expense:
Deposits 461,733  864,580  1,307,043  1,456,812  1,773,997  2,227,048  2,656,621  3,086,179 
Borrowings 398,856  528,388  658,503  721,198  806,401  963,163  1,119,933  1,276,636 
Total interest
   expense 860,589  1,392,968  1,965,546  2,178,010  2,580,398  3,190,211  3,776,554  4,362,815 
Net interest
   income $ 4,250,187  $ 4,464,401  $ 4,600,264  $ 4,679,887  $ 4,670,470  $ 4,689,367  $ 4,705,705  $ 4,716,381 
Change from base $ (420,283) $ (206,069) $ (70,206) $ 9,417  $ 18,897  $ 35,235  $ 45,911 
% change from base (9.00) % (4.41) % (1.50) % 0.20  % 0.40  % 0.75  % 0.98  %

Immediate Rate Decrease September 30, 2024
Forward
Curve
Immediate Rate Increase
-300
Basis Points -200
Basis Points -100
Basis Points Base +100
Basis Points +200
Basis Points +300
Basis Points
September 30, 2024
Projected interest income:
Money market, other
  interest earning
  investments, and
  investment
  securities $ 737,961  $ 807,095  $ 865,971  $ 866,677  $ 918,494  $ 973,828  $ 1,020,305  $ 1,065,415 
Loans 3,158,639  3,608,455  4,040,454  4,067,305  4,452,342  4,850,245  5,244,460  5,637,989 
Total interest
   income 3,896,600  4,415,550  4,906,425  4,933,982  5,370,836  5,824,073  6,264,765  6,703,404 
Projected interest expense:
Deposits 612,510  926,094  1,239,973  1,103,710  1,569,797  1,906,464  2,227,439  2,548,426 
Borrowings 317,486  408,663  506,110  496,282  596,492  687,039  777,281  867,539 
Total interest
   expense 929,996  1,334,757  1,746,083  1,599,992  2,166,289  2,593,503  3,004,720  3,415,965 
Net interest
   income $ 2,966,604  $ 3,080,793  $ 3,160,342  $ 3,333,990  $ 3,204,547  $ 3,230,570  $ 3,260,045  $ 3,287,439 
Change from base $ (237,943) $ (123,754) $ (44,205) $ 129,443  $ 26,023  $ 55,498  $ 82,892 
% change from base (7.43) % (3.86) % (1.38) % 4.04  % 0.81  % 1.73  % 2.59  %

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The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at September 30, 2025 and 2024:

September 30, 2025 September 30, 2024
Basis Point Change Scenario Federal Funds
Rate (1)
Month 12 (2)
Federal Funds
Rate (1)
Month 12 (2)

+300 4.25   % 7.25   % 5.00  % 8.00  %
+200 4.25   % 6.25   % 5.00  % 7.00  %
+100 4.25   % 5.25   % 5.00  % 6.00  %
Base 4.25   % 4.25   % 5.00  % 5.00  %
-100 4.25   % 3.25   % 5.00  % 4.00  %
-200 4.25   % 2.25   % 5.00  % 3.00  %
-300 4.25   % 1.25   % 5.00  % 2.00  %

(1) Represents the upper bound, Federal Funds Rate.
(2) Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.
Our projected net interest income increased year over year driven by loan growth and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $17.0 million at September 30, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024. See Note 15 to the consolidated financial statements for further discussion of derivative financial instruments.
Liquidity Risk
Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review with the Enterprise Risk Committee of our Board of Directors and monitor through our Asset/Liability Executive Management Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable as they are strongly influenced by interest rates, events at other banking organizations, the housing market, general and local economic conditions, competition in the marketplace, and other factors. We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.
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A maturity schedule for Old National Bank’s time deposits is shown in the following table at September 30, 2025.

(dollars in thousands)
Maturity Bucket Amount Rate
2025 $ 3,898,959  3.34  %
2026 4,980,575  3.27 
2027 181,197  2.07 
2028 44,040  1.87 
2029 27,528  1.67 
2030 and beyond
29,105  1.15 
Total $ 9,161,404  3.25  %

Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality, liquidity, capital, and earnings.
The credit ratings of Old National and Old National Bank at September 30, 2025 are shown in the following table.

  Moody’s Investors Service
  Long-term Short-term
Old National Baa1 N/A
Old National Bank A1 P-1

Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well. At September 30, 2025, Old National and its subsidiaries had the following availability of liquid funds and borrowings:

(dollars in thousands) Parent Company Subsidiaries
Available liquid funds:
Cash and due from banks $ 504,769  $ 1,177,848 
Unencumbered government-issued debt securities —  5,651,871 
Unencumbered investment grade municipal securities —  62,589 
Unencumbered corporate securities —  33,747 
Availability of borrowings*:
Amount available from Federal Reserve discount window —  4,555,409 

Amount available from Federal Home Loan Bank —  8,120,873 
Total available funds $ 504,769  $ 19,602,337 

* Based on collateral pledged
Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At September 30, 2025, Old National Bancorp’s other borrowings outstanding were $357.7 million. Management believes the Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2024 and is not currently required.
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CRITICAL ACCOUNTING ESTIMATES
Our most significant accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Certain of these accounting policies require management to use significant judgment and estimates, which can have a material impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations.
For additional information regarding critical accounting estimates, see the section titled “Critical Accounting Estimates” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in the Company’s application of critical accounting estimates since December 31, 2024.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk and Liquidity Risk.

ITEM 4.  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 quarterly report on Form 10-Q, 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.
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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PART II
OTHER INFORMATION

ITEM 1A.  RISK FACTORS
There have been no material changes from the risk factors disclosed in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) ISSUER PURCHASES OF EQUITY SECURITIES

Period Total
Number
of Shares
Purchased (1)
Average
Price
Paid Per
Share Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (2)
Maximum
Dollar Value of
Shares that
May Yet
Be Purchased
Under the Plans
or Programs (2)

07/01/25 - 07/31/25 1,552  $ 22.16  —  $ 200,000,000 
08/01/25 - 08/31/25 1,876  20.40  —  200,000,000 
09/01/25 - 09/30/25 1,118,901  22.48  1,112,964  174,982,917 
Total 1,122,329  $ 22.48  1,112,964  $ 174,982,917 

(1) Consists of shares acquired pursuant to the Company’s Board-approved stock repurchase program referred to in note 2 to this table and the Company’s share-based incentive programs. Under the terms of the Company’s share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted stock or performance shares earned.
(2) On February 19, 2025, the Company’s Board of Directors approved a stock repurchase program, under which the Company is authorized to repurchase up to $200 million of its outstanding common stock through February 28, 2026. This stock repurchase program replaced the prior $200 million program that expired on February 28, 2025.

ITEM 5.  OTHER INFORMATION
(a) None
(b) There have been no material changes in the procedure by which security holders may recommend nominees to the Company’s board of directors.
(c) During the three months ended September 30, 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.
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ITEM 6.  EXHIBITS

Exhibit No .
 
Description

2.1  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).

3.5    Amended and Restated By-Laws of Old National, amended February 21, 2024 (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 27, 2024).

3.6  Amendment to Amended and Restated By-Laws of Old National, dated May 1, 2025 (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 May 1, 2025).

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.