10-Q – 2026-04-29 – onb-20260331.htm

December 31, 2025
Core deposit $ 586,735   $ ( 166,160 ) $ 420,575  
Customer relationship 93,892   ( 32,181 ) 61,711  
Total other intangible assets $ 680,627   $ ( 198,341 ) $ 482,286  

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.
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 three months ended March 31, 2026 or 2025. Total amortization expense associated with intangible assets was $ 25.6  million for the three months ended March 31, 2026, compared to $ 6.8  million for the three months ended March 31, 2025.
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Estimated amortization expense for future years is as follows:

(dollars in thousands)  
2026 remaining $ 70,485  
2027 84,810  
2028 73,690  
2029 62,983  
2030 52,287  
Thereafter 112,408  
Total $ 456,663  

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 March 31, 2026, 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)   March 31, 2026 December 31, 2025
Investment Accounting Method Investment Unfunded
Commitment  (1)
Investment Unfunded
Commitment
Low Income Housing Tax Credit (“LIHTC”) Proportional amortization $ 262,088   $ 113,493   $ 257,752   $ 135,776  
Federal Historic Tax Credit (“FHTC”) Proportional amortization 22,420   16,386   23,964   16,505  
New Markets Tax Credit (“NMTC”) Consolidation 121,214   —   128,325   —  
Renewable Energy Equity 4   —   4   —  
Total   $ 405,726   $ 129,879   $ 410,045   $ 152,281  

(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 March 31, 2026
LIHTC $ 5,763   $ ( 7,219 )
FHTC 1,544   ( 1,784 )
NMTC 7,111   ( 9,101 )

Total $ 14,418   $ ( 18,104 )

Three Months Ended March 31, 2025
LIHTC $ 3,205   $ ( 4,299 )
FHTC 555   ( 695 )
NMTC 3,424   ( 4,260 )

Total $ 7,184   $ ( 9,254 )

(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.
(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 Three Months
Ended March 31,

(dollars in thousands) 2026 2025
Outstanding at period end $ 264,518   $ 290,256  
Average amount outstanding during the period 260,865   272,961  
Maximum amount outstanding at any month-end during the period 269,379   290,256  
Weighted-average interest rate:
During the period 0.92   % 0.82   %
At period end 0.91   % 0.88   %

At December 31, 2025, securities sold under agreements to repurchase totaled $ 261.4  million with a weighted-average interest rate of 0.95 %.
The following table presents the contractual maturity of our secured borrowings and class of collateral pledged:

  At March 31, 2026
  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 $ 264,518   $ —   $ —   $ —   $ 264,518  
Total $ 264,518   $ —   $ —   $ —   $ 264,518  

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

(dollars in thousands) March 31,
2026 December 31,
2025
FHLB advances (fixed rates 2.79 % to 5.03 %
   and variable rates 3.70 % to 3.79 %) maturing
   April 2026 to March 2046
$ 6,025,200   $ 6,230,200  
Fair value hedge basis adjustments and unamortized
   prepayment fees 1,601   7,175  
Total $ 6,026,801   $ 6,237,375  

FHLB advances had weighted-average rates of 3.76 % at March 31, 2026 and 3.71 % at December 31, 2025. 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 March 31, 2026, total unamortized prepayment fees related to all FHLB advance debt modifications completed in prior years totaled $ 3.2  million, compared to $ 3.3  million at December 31, 2025.
Contractual maturities of FHLB advances at March 31, 2026 were as follows:

(dollars in thousands)  
Due in 2026 $ 2,400,000  
Due in 2027 141,000  
Due in 2028 748,000  
Due in 2029 706,000  
Due in 2030 779,000  
Thereafter 1,251,200  
Fair value hedge basis adjustments and unamortized prepayment fees 1,601  
Total $ 6,026,801  

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

(dollars in thousands) March 31,
2026 December 31,
2025
Old National Bancorp:    
Subordinated debentures (fixed rates of 5.77 % to 5.88 %) maturing
   September 2026 to February 2036
$ 600,000   $ 150,000  
Unamortized debt issuance costs related to subordinated debentures ( 4,430 ) —  
Junior subordinated debentures (rates of 5.34 % to 7.51 %) maturing
   July 2031 to September 2037
198,499   198,499  
Other basis adjustments 6,601   7,891  
Old National Bank:
Finance lease liabilities 22,385   25,798  
Leveraged loans for NMTC (fixed rates of 1.00 % to 7.25 %)
   maturing December 2027 to December 2060
459,452   459,452  
Other (1)
48,789   10,789  
Total other borrowings $ 1,331,296   $ 852,429  

(1) Includes overnight borrowings to collateralize certain derivative positions totaling $ 48.8  million at March 31, 2026 and $ 10.8  million at December 31, 2025.
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Contractual maturities of other borrowings at March 31, 2026 were as follows:

(dollars in thousands)  
Due in 2026 $ 204,327  
Due in 2027 19,839  
Due in 2028 2,389  
Due in 2029 1,059  
Due in 2030 1,140  
Thereafter 1,100,371  
Unamortized debt issuance costs and other basis adjustments 2,171  
Total $ 1,331,296  

Subordinated Notes
Subordinated debentures supporting general corporate purposes are classified in “other borrowings” and qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.
On January 29, 2026, Old National completed the issuance and sale of $ 450.0  million aggregate principal amount of its 5.768 % fixed-to-floating rate subordinated notes due 2036 (the “Notes”). From the date of issuance to February 15, 2031, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 5.768 % per year, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. From February 15, 2031 to the maturity date of February 15, 2036, or earlier redemption date, the Notes will bear interest at a floating rate per year equal to a benchmark rate (which is expected to be Three-Month Term Secured Overnight Financing Rate (“SOFR”)) plus 220 basis points, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, commencing on May 15, 2031. The Company intends to use the net proceeds from this offering for general corporate purposes.
On February 15, 2022, Old National assumed $ 150.0  million of subordinated fixed rate notes related to the First Midwest Bancorp, Inc. merger. The subordinated debentures have a 5.875 % fixed rate of interest through the September 29, 2026 maturity date.
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 March 31, 2026:

(dollars in thousands)       Rate at
March 31,
2026
 
Name of Trust Issuance Date Issuance
Amount Rate Maturity Date
Bridgeview Statutory Trust I July 2001 $ 15,464   3-month SOFR plus 3.58 %
7.51 % July 31, 2031
Bridgeview Capital Trust II December 2002 15,464   3-month SOFR plus 3.35 %
7.28 % January 7, 2033
First Midwest Capital Trust I November 2003 37,825   6.95 % fixed
6.95 % December 1, 2033
St. Joseph Capital Trust II March 2005 5,155   3-month SOFR plus 1.75 %
5.69 % March 17, 2035
Northern States Statutory Trust I September 2005 10,310   3-month SOFR plus 1.80 %
5.74 % September 15, 2035
Anchor Capital Trust III August 2005 5,000   3-month SOFR plus 1.55 %
5.51 % September 30, 2035
Great Lakes Statutory Trust II December 2005 6,186   3-month SOFR plus 1.40 %
5.34 % December 15, 2035
Bremer Statutory Trust II June 2006 61,856   3-month SOFR plus 1.60 %
5.53 % June 1, 2036
Home Federal Statutory
   Trust I September 2006 15,464   3-month SOFR plus 1.65 %
5.59 % September 15, 2036
Monroe Bancorp Capital
   Trust I July 2006 3,093   3-month SOFR plus 1.60 %
5.53 % October 7, 2036
Tower Capital Trust 3 December 2006 9,279   3-month SOFR plus 1.69 %
5.62 % March 1, 2037
Monroe Bancorp Statutory
   Trust II March 2007 5,155   3-month SOFR plus 1.60 %
5.54 % June 15, 2037
Great Lakes Statutory Trust III June 2007 8,248   3-month SOFR plus 1.70 %
5.64 % 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 $ 22.4 million at March 31, 2026. See Note 7 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities.

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 March 31, 2026
Balance at beginning of period $ ( 428,436 ) $ ( 70,464 ) $ 20,229   $ ( 478,671 )
Other comprehensive income (loss) before reclassifications ( 63,967 ) —   ( 4,522 ) ( 68,489 )
Amounts reclassified from AOCI to income (1)
( 56 ) 2,728   1,234   3,906  
Balance at end of period $ ( 492,459 ) $ ( 67,736 ) $ 16,941   $ ( 543,254 )

Three Months Ended March 31, 2025
Balance at beginning of period $ ( 668,063 ) $ ( 82,294 ) $ 4,314   $ ( 746,043 )
Other comprehensive income (loss) before reclassifications 85,228   —   8,442   93,670  
Amounts reclassified from AOCI to income (1)
56   2,921   887   3,864  
Balance at end of period $ ( 582,779 ) $ ( 79,373 ) $ 13,643   $ ( 648,509 )

(1) See table below for details about reclassifications to income.
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The following table summarizes the amounts reclassified out of each component of AOCI for the three months ended March 31, 2026 and 2025:

  Three Months Ended
March 31,  
(dollars in thousands) 2026 2025  
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 $ 75   $ ( 76 ) Debt securities gains (losses), net
  ( 19 ) 20   Income tax (expense) benefit
  $ 56   $ ( 56 ) Net income
Amortization of unrecognized losses on
   held-to-maturity securities transferred
   from available-for-sale $ ( 3,656 ) $ ( 3,915 ) Interest income (expense)
  928   994   Income tax (expense) benefit
  $ ( 2,728 ) $ ( 2,921 ) Net income
Gains and losses on hedges
   Interest rate contracts $ ( 1,665 ) $ ( 1,196 ) Interest income (expense)
  431   309   Income tax (expense) benefit
  $ ( 1,234 ) $ ( 887 ) Net income

Total reclassifications for the period $ ( 3,906 ) $ ( 3,864 ) Net income

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
March 31,
(dollars in thousands) 2026 2025
Provision at statutory rate of 21%
$ 62,006   $ 38,128  
State income taxes 13,846   6,901  
Tax credit investments - federal:
New market tax credits ( 7,190 ) ( 3,365 )
Other tax credit investments ( 587 ) ( 737 )
Nontaxable or nondeductible items:
Tax-exempt interest ( 6,220 ) ( 4,252 )
FDIC premiums 2,889   2,037  
Other nontaxable or nondeductible items 97   185  
Change in uncertain tax positions ( 1,700 ) —  
Other, net ( 1,544 ) ( 1,993 )
Income tax expense $ 61,597   $ 36,904  
Effective tax rate 20.9   % 20.3   %

Net Deferred Tax Assets
Net deferred tax assets are included in other assets on the balance sheet. At March 31, 2026, net deferred tax assets totaled $ 477.3 million, compared to $ 473.2 million at December 31, 2025. No valuation allowance was required on the Company’s deferred tax assets at March 31, 2026 or December 31, 2025.
The Company’s retained earnings at March 31, 2026 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.
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Old National has federal net operating loss carryforwards totaling $ 110.3 million at March 31, 2026 and $ 87.8 million at December 31, 2025. This federal net operating loss was acquired from the acquisitions of Anchor BanCorp Wisconsin Inc. in 2016, First Midwest Bancorp, Inc. in 2022, CapStar Financial Holdings, Inc. 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 $ 148.3 million at March 31, 2026 and $ 140.3 million at December 31, 2025. 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.

NOTE 15 – DERIVATIVE FINANCIAL INSTRUMENTS
As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate contracts such as swaps, collars, and floors. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or contract amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring procedures.
Derivatives Designated as Hedges
Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging relationship are accounted for in the following manner:
Cash flow hedges : changes in fair value are recognized as a component in other comprehensive income (loss).
Fair value hedges : changes in fair value are recognized concurrently in earnings.
As long as a hedging instrument is designated, and the results of the effectiveness testing support that the instrument qualifies for hedge accounting treatment, 100 % of the periodic changes in fair value of the hedging instrument are 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 both March 31, 2026 and December 31, 2025. Interest rate swaps, collars, and floors related to variable-rate commercial loan pools were designated as cash flow hedges totaling $ 2.7 billion notional amount at March 31, 2026 and $ 2.3 billion notional amount at December 31, 2025. 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.
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Fair Value Hedges
Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 900.0 million notional amount at March 31, 2026 and $ 1.1 billion notional amount at December 31, 2025. Interest rate swaps of certain available-for-sale investment securities were designated as fair value hedges totaling $ 877.4 million notional amount at March 31, 2026 and $ 927.4 million notional amount at December 31, 2025. The hedges were determined to be effective during all periods presented and we expect them to remain effective during the remaining terms.
The following table summarizes Old National’s derivatives designated as hedges:

March 31, 2026 December 31, 2025
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 $ 2,700,000   $ 7,541   $ 6,503   $ 2,300,000   $ 11,627   $ 1,667  
Interest rate swaps on borrowings (3)
50,000   —   —   50,000   —   —  
Fair value hedges
Interest rate swaps on investment securities (3)
877,407   —   —   927,407   —   —  
Interest rate swaps on borrowings (3)
900,000   3,244   —   1,100,000   4,836   —  
Total $ 10,785   $ 6,503   $ 16,463   $ 1,667  

(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
March 31, 2026

Interest rate contracts Interest income/(expense) $ ( 5,056 ) Fixed-rate debt Interest income/(expense) $ 5,050  
Interest rate contracts Interest income/(expense) 763   Fixed-rate
investment
securities Interest income/(expense) ( 750 )
Total $ ( 4,293 ) $ 4,300  

Three Months Ended
March 31, 2025
Interest rate contracts Interest income/(expense) $ 8,976   Fixed-rate debt Interest income/(expense) $ ( 8,933 )
Interest rate contracts Interest income/(expense) ( 19,167 ) Fixed-rate
investment
securities Interest income/(expense) 19,146  
Total $ ( 10,191 ) $ 10,213  

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

Three Months Ended
March 31, Three Months Ended
March 31,
(dollars in thousands)   2026 2025 2026 2025

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) $ ( 8,307 ) $ 11,386   $ ( 2,940 ) $ ( 2,294 )

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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 $ 2.4 million will be reclassified to interest income and $ 10.8 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 March 31, 2026, the notional amounts of the interest rate lock commitments totaled $ 134.1 million and forward mortgage loan contracts totaled $ 172.0 million. At December 31, 2025, the notional amounts of the interest rate lock commitments totaled $ 81.7 million and forward commitments totaled $ 120.6 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 totaled $ 10.2 billion at March 31, 2026 and $ 9.9 billion at December 31, 2025. These derivative contracts do not qualify for hedge accounting. These instruments include interest rate swaps, caps, and collars.   Commonly, Old National will economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms.
Old National enters into derivative financial instruments as part of its foreign currency risk management strategies. These derivative instruments consist of foreign currency forward contracts to accommodate the business needs of its clients. Old National does not designate these foreign currency forward contracts for hedge accounting treatment.
The following table summarizes Old National’s derivatives not designated as hedges:

March 31, 2026 December 31, 2025
Fair Value Fair Value
(dollars in thousands) Notional Assets (1)
Liabilities (2)
Notional Assets (1)
Liabilities (2)

Interest rate lock commitments $ 134,095   $ 287   $ —   $ 81,698   $ 583   $ —  
Forward mortgage loan contracts 171,997   1,219   —   120,584   —   402  
Customer interest rate contracts 10,238,594   51,951   191,368   9,939,577   76,026   180,367  
Counterparty interest rate contracts (3)
10,238,594   87,889   52,268   9,939,577   77,597   76,442  
Customer foreign currency contracts 22,316   4,520   6   12,086   106   27  
Counterparty foreign currency contracts 21,997   144   4,498   11,656   53   63  
Total $ 146,010   $ 248,140   $ 154,365   $ 257,301  

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

Three Months Ended
March 31,
(dollars in thousands)   2026 2025

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) $ 165   $ 23  
Mortgage contracts Mortgage banking revenue 1,325   ( 381 )
Foreign currency contracts Other income/(expense) 71   53  
Total   $ 1,561   $ ( 305 )

(1) Includes the valuation differences between the customer and offsetting swaps.
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:

March 31, 2026 December 31, 2025
(dollars in thousands) Assets Liabilities Assets Liabilities
Gross amounts recognized $ 156,795   $ 254,643   $ 170,828   $ 258,968  
Less: amounts offset in the Consolidated Balance Sheet —   —   —   —  
Net amount presented in the Consolidated Balance Sheet 156,795   254,643   170,828   258,968  
Gross amounts not offset in the Consolidated Balance Sheet
Offsetting derivative positions ( 63,269 ) ( 63,269 ) ( 78,172 ) ( 78,172 )
Cash collateral pledged ( 4,310 ) ( 53,329 ) ( 17,670 ) ( 28,689 )
Net credit exposure $ 89,216   $ 138,045   $ 74,986   $ 152,107  

NOTE 16 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES
Litigation
At March 31, 2026, 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.
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The following table summarizes Old National Bank’s unfunded loan commitments and standby letters of credit:

(dollars in thousands) March 31,
2026 December 31,
2025
Unfunded loan commitments (1)
$ 11,336,390   $ 12,145,320  
Standby letters of credit (2)
221,440   199,638  

(1) Excludes cancellable loan commitments of $ 2.9 billion at March 31, 2026 and $ 2.8 billion at December 31, 2025.
(2) Notional amount, which represents the maximum amount of future funding requirements. The carrying value was $ 1.8  million at March 31, 2026 and $ 1.7 million at December 31, 2025.
At March 31, 2026, approximately 3 % of the unfunded loan commitments had fixed rates, with the remainder having floating rates ranging from 0.01 % to 20.74 %. The allowance for unfunded loan commitments totaled $ 33.7  million at March 31, 2026 and $ 35.6 million at December 31, 2025.
Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of $ 1.4 billion at March 31, 2026 and $ 1.3 billion at December 31, 2025.

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).
41

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 March 31, 2026 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 $ 125,596   $ 125,596   $ —   $ —  
Investment securities available-for-sale:
U.S. Treasury 213,252   213,252   —   —  
U.S. government-sponsored entities and agencies 1,334,918   —   1,334,918   —  
Mortgage-backed securities - Agency 9,399,295   —   9,399,295   —  
States and political subdivisions 314,529   —   314,529   —  
Pooled trust preferred securities 11,799   —   11,799   —  
Other securities 172,269   —   172,269   —  
Loans held-for-sale 56,128   —   56,128   —  
Derivative assets 156,795   —   156,795   —  
Financial Liabilities
Derivative liabilities 254,643   —   254,643   —  

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

Non-Recurring Basis
Assets measured at fair value on a non-recurring basis at March 31, 2026 are summarized below:

    Fair Value Measurements at March 31, 2026 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 $ 56,683   $ —   $ —   $ 56,683  
Commercial real estate loans 87,858   —   —   87,858  
Foreclosed Assets:
Commercial real estate 2,281   —   —   2,281  

42

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 $ 211.8 million, with a valuation allowance of $ 67.3 million at March 31, 2026. Old National recorded provision expense associated with these loans totaling $ 2.1 million and $ 9.6 million for the three months ended March 31, 2026 and 2025, 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 $ 2.3 million at March 31, 2026. There were no material writedowns on other real estate owned for the three months ended March 31, 2026 or the three months ended March 31, 2025.
Assets measured at fair value on a non-recurring basis at December 31, 2025 are summarized below:

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

At December 31, 2025, commercial and commercial real estate loans that are deemed collateral dependent had a principal amount of $ 256.3 million, with a valuation allowance of $ 90.9 million. Net carrying amount of other real estate owned and other repossessed property totaled $ 1.1 million at December 31, 2025.
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)

March 31, 2026        
Collateral Dependent Loans        
Commercial loans $ 56,683   Discounted Discount for type of property, 8 % - 67 % ( 31 %)

  cash flow age of appraisal, and current status
Commercial real estate loans 87,858   Discounted Discount for type of property, 0 % - 33 % ( 16 %)

cash flow age of appraisal, and current status
Foreclosed Assets
Commercial real estate 2,281   Fair value of Discount for type of property, 0 % - 30 % ( 26 %)

collateral age of appraisal, and current status

December 31, 2025    
Collateral Dependent Loans    
Commercial loans $ 55,471   Discounted Discount for type of property, 8 % - 50 % ( 35 %)

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

  cash flow age of appraisal, and current status
Foreclosed Assets    
Commercial real estate (2)
975   Fair value of Discount for type of property, 30 %

collateral age of appraisal, and current status
Residential (2)
98   Fair value of Discount for type of property, 44 %

    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, 2025 with write-downs during the year ended December 31, 2025, so no range or weighted average is reported.
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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 $ 0.7 million and $ 0.6 million for the three months ended March 31, 2026 and 2025, 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
March 31, 2026      
Loans held-for-sale $ 56,128   $ 358   $ 55,770  
December 31, 2025
Loans held-for-sale $ 52,911   $ 1,148   $ 51,763  

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 March 31, 2026
Loans held-for-sale $ ( 752 ) $ —   $ ( 38 ) $ ( 790 )

Three Months Ended March 31, 2025
Loans held-for-sale $ 603   $ —   $ ( 9 ) $ 594  

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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 March 31, 2026 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 $ 1,754,148   $ 1,754,148   $ —   $ —  
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies 823,732   —   688,597   —  
Mortgage-backed securities - Agency 896,328   —   763,724   —  
State and political subdivisions 1,139,766   —   1,015,620   —  

Loans, net:
Commercial 15,371,472   —   —   15,533,643  
Commercial real estate 21,924,868   —   —   22,153,282  
Residential real estate 8,581,645   —   —   7,672,612  
Consumer credit 3,279,501   —   —   3,129,418  
Accrued interest receivable 299,081   1,150   68,236   229,695  
Financial Liabilities
Deposits:
Noninterest-bearing demand deposits $ 12,927,096   $ 12,927,096   $ —   $ —  
Checking, NOW, savings, and money market
   interest-bearing deposits 32,826,917   32,826,917   —   —  
Time deposits 9,918,459   —   9,878,366   —  
Federal funds purchased and interbank borrowings 200,583   200,583   —   —  
Securities sold under agreements to repurchase 264,518   264,518   —   —  
FHLB advances 6,026,801   —   6,003,186   —  
Other borrowings 1,331,296   —   1,359,709   —  
Accrued interest payable 62,584   —   62,584   —  
Standby letters of credit 1,782   —   —   1,782  

Off-Balance Sheet Financial Instruments
Commitments to extend credit $ —   $ —   $ —   $ 5,298  

45

    Fair Value Measurements at December 31, 2025 Using
(dollars in thousands) Carrying Value Quoted Prices in
Active Markets
for Identical
Assets (Level 1) Significant
Other
Observable
Inputs (Level 2) Significant
Unobservable
Inputs (Level 3)
Financial Assets        
Cash, due from banks, money market,
   and other interest-earning investments $ 1,826,177   $ 1,826,177   $ —   $ —  
Investment securities held-to-maturity:
U.S. government-sponsored entities and agencies 840,435   —   710,909   —  
Mortgage-backed securities - Agency 910,323   —   782,818   —  
State and political subdivisions 1,144,730   —   1,046,511   —  
Loans, net:
Commercial 14,737,809   —   —   14,831,563  
Commercial real estate 21,780,686   —   —   21,806,075  
Residential real estate 8,433,102   —   —   7,526,511  
Consumer credit 3,243,045   —   —   3,027,561  
Accrued interest receivable 306,812   894   77,288   228,630  
Financial Liabilities
Deposits:
Noninterest-bearing demand deposits $ 13,247,483   $ 13,247,483   $ —   $ —  
Checking, NOW, savings, and money market
   interest-bearing deposits 32,179,688   32,179,688   —   —  
Time deposits 9,661,024   —   9,540,748   —  
Federal funds purchased and interbank borrowings 100,197   100,197   — —  
Securities sold under agreements to repurchase 261,366   261,366   — —  
FHLB advances 6,237,375   —   6,229,752   —  
Other borrowings 852,429   —   853,938   —  
Accrued interest payable 65,291   —   65,291   —  
Standby letters of credit 1,672   —   —   1,672  

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

The methods utilized to measure the fair value of financial instruments at March 31, 2026 and December 31, 2025 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, specialty and consumer 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, 2025. 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.
46

The CODM uses consolidated net income to monitor results, evaluate budget-to-actual variances, perform competitive analyses that benchmark the Company to competitors, and determine whether to reinvest earnings in the Company or to deploy capital in other ways to maximize shareholder value. The CODM is regularly provided with the consolidated income and expenses, as well as assets, as presented on the Consolidated Statements of Income and Consolidated Balance Sheets, respectively, to assess performance and decide how to allocate resources on a Company-wide basis. 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.
47

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 months ended March 31, 2026 compared to the same period in 2025, and financial condition as of March 31, 2026 compared to December 31, 2025. 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, 2025 (“2025 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 impact of purchase accounting with respect to the merger between Old National and Bremer (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 technology 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; adverse effects on our information technology systems, or those of third parties, resulting from failures, disruptions or cybersecurity attacks, including ransomware; security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this report; and other factors identified in our 2025 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 2025 Annual Report on Form 10-K and our other filings with the SEC.
48

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) March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Income Statement:
Net interest income $ 572,573   $ 580,832  $ 574,609  $ 514,790  $ 387,643 
Taxable equivalent adjustment (1) (3)
7,849   8,013  7,975  7,063  5,360 
Net interest income - taxable equivalent basis (3)
580,422   588,845  582,584  521,853  393,003 
Provision for credit losses 34,946   32,745  26,738  106,835  31,403 
Noninterest income 122,346   109,759  130,461  132,517  93,794 
Noninterest expense 364,704   386,320  445,734  384,766  268,471 
Net income applicable to common shareholders 229,638   212,589  178,533  121,375  140,625 
Per Common Share Data:
Weighted average diluted common shares 388,054   389,550  390,496  361,436  321,016 
Net income (diluted) $ 0.59   $ 0.55  $ 0.46  $ 0.34  $ 0.44 
Cash dividends 0.145   0.14  0.14  0.14  0.14 
Common dividend payout ratio (2)
25   % 25  % 30  % 41  % 32  %
Book value $ 21.40   $ 21.17  $ 20.64  $ 20.12  $ 19.71 
Stock price 22.10   22.31  21.95  21.34  21.19 
Tangible common book value (3)
13.93   13.71  13.15  12.60  12.54 
Performance Ratios:
Return on average assets 1.29   % 1.21  % 1.03  % 0.77  % 1.08  %
Return on average common equity 11.07   10.44  9.01  6.74  9.11 

Return on average tangible common equity (3)
18.41   17.76  15.87  12.00  15.02 
Net interest margin (3)
3.55   3.65  3.64  3.53  3.27 
Efficiency ratio (3)
48.25   51.58  58.84  55.80  53.74 
Net charge-offs to average loans 0.26   0.27  0.25  0.24  0.24 
Allowance for credit losses on loans to ending loans 1.15   1.17  1.19  1.18  1.10 
Allowance for credit losses (4) to ending loans
1.22   1.24  1.26  1.24  1.16 
Non-performing loans to ending loans 1.03   1.07  1.23  1.24  1.29 
Balance Sheet:
Total loans $ 49,731,844   $ 48,764,162  $ 47,967,915  $ 47,902,819  $ 36,413,944 
Total assets 73,002,651   72,151,967  71,210,162  70,979,805  53,877,944 
Total deposits 55,672,472   55,088,195  55,006,184  54,357,683  41,034,572 
Total borrowed funds 7,823,198   7,451,367  6,766,381  7,346,098  5,447,054 
Total shareholders’ equity 8,510,653   8,494,788  8,309,271  8,126,387  6,534,654 
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity 11.11   % 11.08  % 11.02  % 10.74  % 11.62  %
Tier 1 11.56   11.53  11.49  11.20  12.23 
Total 13.71   12.85  12.78  12.59  13.68 
Leverage ratio (to average assets) 8.93   8.90  8.72  9.26  9.44 
Total equity to assets (averages) 11.79   11.73  11.48  11.38  12.01 
Tangible common equity to tangible assets (3)
7.67   7.72  7.53  7.26  7.76 
Nonfinancial Data:
Full-time equivalent employees 4,948   4,971  5,243  5,313  4,028 
Banking centers 346   346  351  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.
49

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, distribution of excess pension assets expense, debt securities gains/losses, pension plan gain/loss, CECL Day 1 non-PCD provision expense, and FDIC special assessment 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.
50

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) March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Net income per common share:
Net income applicable to common shares $ 229,638   $ 212,589  $ 178,533  $ 121,375  $ 140,625 
Adjustments:
Merger-related charges 7,323   24,547  69,274  41,206  5,856 
Distribution of excess pension assets expense 3,394   —  —  —  — 
Debt securities (gains) losses (75) (73) (7) 41  76 
Pension plan (gain) loss —   15,878  —  (21,001) — 
CECL Day 1 non-PCD provision expense —   —  —  75,604  — 

FDIC special assessment —   (2,994) —  —  — 

Less: tax effect on net total adjustments (2)
(2,630) (8,973) (16,492) (26,372) (1,103)
Net income applicable to common shares, adjusted (1)
$ 237,650   $ 240,974  $ 231,308  $ 190,853  $ 145,454 
Weighted average diluted common shares outstanding 388,054   389,550  390,496  361,436  321,016 
Net income per common share, diluted $ 0.59   $ 0.55  $ 0.46  $ 0.34  $ 0.44 
Adjusted net income per common share, diluted (1)
$ 0.61   $ 0.62  $ 0.59  $ 0.53  $ 0.45 
Tangible common book value:
Shareholders’ common equity $ 8,266,934   $ 8,251,069  $ 8,065,552  $ 7,882,668  $ 6,290,935 
Deduct: Goodwill and intangible assets 2,886,419   2,907,986  2,926,960  2,944,372  2,289,268 
Tangible shareholders’ common equity (1)
$ 5,380,515   $ 5,343,083  $ 5,138,592  $ 4,938,296  $ 4,001,667 
Period end common shares 386,315   389,662  390,768  391,818  319,236 
Tangible common book value (1)
$ 13.93   $ 13.71  $ 13.15  $ 12.60  $ 12.54 
Return on average tangible common equity:
Net income applicable to common shares $ 229,638   $ 212,589  $ 178,533  $ 121,375  $ 140,625 
Add:  Intangible amortization (net of tax) (2)
19,217   19,512  19,638  14,722  5,122 
Tangible net income (1)
$ 248,855   $ 232,101  $ 198,171  $ 136,097  $ 145,747 

Average shareholders’ common equity $ 8,300,501   $ 8,147,348  $ 7,924,856  $ 7,208,397  $ 6,172,766 
Deduct: Average goodwill and intangible assets 2,894,824   2,919,924  2,931,319  2,670,710  2,292,526 
Average tangible shareholders’ common equity (1)
$ 5,405,677   $ 5,227,424  $ 4,993,537  $ 4,537,687  $ 3,880,240 
Return on average tangible common equity (1)
18.41   % 17.76  % 15.87  % 12.00  % 15.02  %
Net interest margin:
Net interest income $ 572,573   $ 580,832  $ 574,609  $ 514,790  $ 387,643 
Taxable equivalent adjustment 7,849   8,013  7,975  7,063  5,360 
Net interest income - taxable equivalent basis (1)
$ 580,422   $ 588,845  $ 582,584  $ 521,853  $ 393,003 
Average earning assets $ 65,433,548   $ 64,456,815  $ 64,032,811  $ 59,061,249  $ 48,077,320 
Net interest margin (1)
3.55   % 3.65  % 3.64  % 3.53  % 3.27  %
Efficiency ratio:
Noninterest expense $ 364,704   $ 386,320  $ 445,734  $ 384,766  $ 268,471 
Deduct:  Intangible amortization expense 25,623   26,016  26,184  19,630  6,830 
Adjusted noninterest expense (1)
$ 339,081   $ 360,304  $ 419,550  $ 365,136  $ 261,641 
Net interest income - taxable equivalent basis (1)
   (see above)
$ 580,422   $ 588,845  $ 582,584  $ 521,853  $ 393,003 
Noninterest income 122,346   109,759  130,461  132,517  93,794 
Deduct:  Debt securities gains (losses), net 75   73  7  (41) (76)
Adjusted total revenue (1)
$ 702,693   $ 698,531  $ 713,038  $ 654,411  $ 486,873 
Efficiency ratio (1)
48.25   % 51.58  % 58.84  % 55.80  % 53.74  %
Tangible common equity to tangible assets:
Tangible shareholders’ equity (1) (see above)
$ 5,380,515   $ 5,343,083  $ 5,138,592  $ 4,938,296  $ 4,001,667 
Assets $ 73,002,651   $ 72,151,967  $ 71,210,162  $ 70,979,805  $ 53,877,944 
Deduct: Goodwill and intangible assets 2,886,419   2,907,986  2,926,960  2,944,372  2,289,268 
Tangible assets (1)
$ 70,116,232   $ 69,243,981  $ 68,283,202  $ 68,035,433  $ 51,588,676 
Tangible common equity to tangible assets (1)
7.67   % 7.72  % 7.53  % 7.26  % 7.76  %

(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).
51

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 $73.0 billion at March 31, 2026. 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 first quarter of 2026 was $229.6 million, or $0.59 per diluted common share, compared to $212.6 million, or $0.55 per diluted common share, for the fourth quarter of 2025.
Results for the first quarter of 2026 were impacted by $7.3 million in pre-tax merger-related expenses as a result of Old National’s acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025 and a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest Bancorp, Inc. (“First Midwest”) plan. Results for the fourth quarter of 2025 were impacted by $24.5 million of merger-related expenses, a $15.9 million pre-tax loss associated with the termination of the Bremer pension plan, and $3.0 million pre-tax reduction of previously accrued FDIC special assessment. Excluding these items, net income applicable to common shares for the first quarter of 2026 was $237.7 million, or $0.61 per diluted common share on an adjusted basis 1 , compared to $241.0 million, or $0.62 per diluted common share on an adjusted basis 1 , for the fourth quarter of 2025.
Our results for the first quarter of 2026 reflect solid growth in total loans and deposits, disciplined expense management, and strong credit quality and capital.
Deposits :  Period-end total deposits increased $584.3 million, or 4% annualized, to $55.7 billion at March 31, 2026 compared to December 31, 2025.
Loans :  Our loan balances, excluding loans held-for-sale, increased $967.7 million, or 8% annualized, to $49.7 billion at March 31, 2026 compared to December 31, 2025 reflecting strong commercial loan production.
Net Interest Income : Net interest income decreased $8.3 million to $572.6 million compared to the fourth quarter of 2025 driven by lower asset yields, partly offset by high quality loan growth and lower funding costs.
Provision for Credit Losses :  Provision for credit losses was $34.9 million compared to $32.7 million in the fourth quarter of 2025.
Noninterest Income :  Noninterest income was $122.3 million compared to $109.8 million, or $125.6 million excluding a $15.9 million pre-tax loss associated with the termination of the Bremer pension plan in the fourth quarter of 2025. The decrease (when excluding the loss associated with the termination of the pension plan in the fourth quarter of 2025) reflects seasonally lower bank fees as well as lower capital markets and mortgage fees that were elevated in the fourth quarter of 2025, partly offset by strong wealth management fees.
Noninterest Expense :  Noninterest expense decreased $21.6 million compared to the fourth quarter of 2025. In the first quarter of 2026, noninterest expense included $7.3 million of merger-related expenses and a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan. In the fourth quarter of 2025, noninterest expense included $24.5 million of merger-related expenses and $3.0 million pre-tax reduction of previously accrued FDIC special assessment. Excluding these expenses, noninterest expense was $354.0 million for the first quarter of 2026, a decrease of $10.8 million from $364.8 million for the fourth quarter of 2025 driven by disciplined expense management and lower other expense, which was elevated in the prior quarter.
(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
52

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
March 31, %
Change
2026 2025
Income Statement Summary:
Net interest income $ 572,573   $ 387,643  47.7  %
Provision for credit losses 34,946   31,403  11.3 
Noninterest income 122,346   93,794  30.4 
Noninterest expense 364,704   268,471  35.8 
Net income applicable to common shareholders 229,638   140,625  63.3 
Net income per common share - diluted 0.59   0.44  34.1 
Other Data:
Return on average common equity 11.07   % 9.11  %

Return on average tangible common equity (1)
18.41   15.02 
Efficiency ratio (1)
48.25   53.74 
Tier 1 leverage ratio 8.93   9.44 
Net charge-offs to average loans 0.26   0.24 

(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 82% of revenues for the three months ended March 31, 2026. 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.
The Federal Reserve held its interest rates steady during the first quarter of 2026 and decreased interest rates compared to those in effect as of March 31, 2025. The Federal Reserve’s Federal Funds Rate is currently in a target range of 3.50% to 3.75%, with the Effective Federal Funds Rate of 3.64% at March 31, 2026 compared to 4.33% at March 31, 2025. 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 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.
53

The following table presents 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
March 31, 2026 Three Months Ended
March 31, 2025
Earning Assets Average
Balance Income (1) /
Expense
Yield/
Rate Average
Balance Income (1) /
Expense
Yield/
Rate
Money market and other interest-earning
   investments $ 1,215,029   $ 10,944   3.65   % $ 791,067  $ 8,815  4.52  %
Investment securities:
Treasury and government sponsored agencies 2,418,767   19,121   3.16   % 2,318,869  20,019  3.45  %
Mortgage-backed securities 10,267,648   107,465   4.19   % 6,287,825  54,523  3.47  %
States and political subdivisions 1,525,277   12,541   3.29   % 1,610,819  13,242  3.29  %
Other securities 839,943   13,377   6.37   % 770,839  10,512  5.45  %
Total investment securities 15,051,635   152,504   4.05   % 10,988,352  98,296  3.58  %
Loans: (2)

Commercial 15,305,376   233,440   6.10   % 10,397,991  165,595  6.37  %
Commercial real estate 22,056,911   335,948   6.09   % 16,213,606  245,935  6.07  %
Residential real estate loans 8,534,092   98,953   4.64   % 6,815,091  67,648  3.97  %
Consumer 3,270,505   53,451   6.63   % 2,871,213  49,470  6.99  %
Total loans 49,166,884   721,792   5.88   % 36,297,901  528,648  5.83  %
Total earning assets 65,433,548   $ 885,240   5.42   % 48,077,320  $ 635,759  5.30  %
Deduct: Allowance for credit losses on loans (573,105) (398,765)
Non-Earning Assets
Cash and due from banks 548,932   372,428 
Other assets 7,044,468   5,394,600 
Total assets $ 72,453,843   $ 53,445,583 

Interest-Bearing Liabilities
Checking and NOW accounts $ 10,966,236   $ 46,295   1.71   % $ 8,026,407  $ 29,462  1.49  %
Savings accounts 4,920,639   3,011   0.25   % 4,692,239  3,608  0.31  %
Money market accounts 16,542,693   99,956   2.45   % 11,743,957  89,275  3.08  %
Time deposits 9,749,234   84,069   3.50   % 6,963,444  68,150  3.97  %

Total interest-bearing deposits 42,178,802   233,331   2.24   % 31,426,047  190,495  2.46  %
Federal funds purchased and interbank
   borrowings 3,634   23   2.57   % 148,130  1,625  4.45  %
Securities sold under agreements to repurchase 260,865   594   0.92   % 272,961  551  0.82  %
FHLB advances 6,303,888   58,052   3.73   % 4,464,590  41,896  3.81  %
Other borrowings 1,172,559   12,818   4.43   % 675,759  8,189  4.91  %
Total borrowed funds 7,740,946   71,487   3.75   % 5,561,440  52,261  3.81  %
Total interest-bearing liabilities $ 49,919,748   $ 304,818   2.48   % $ 36,987,487  $ 242,756  2.66  %

Noninterest-Bearing Liabilities and
   Shareholders’ Equity
Demand deposits $ 12,890,201   $ 9,096,676 
Other liabilities 1,099,674   944,935 
Shareholders’ equity 8,544,220   6,416,485 
Total liabilities and shareholders’ equity $ 72,453,843   $ 53,445,583 

Net interest income - taxable equivalent basis $ 580,422   3.55   % $ 393,003  3.27  %
Taxable equivalent adjustment (7,849) (5,360)
Net interest income (GAAP) $ 572,573   3.50   % $ 387,643  3.23  %

(1) Interest income is reflected on a fully taxable equivalent basis.
(2) Includes loans held-for-sale.
54

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
March 31, 2025 to Three
Months Ended March 31, 2026

  Total
Change (1)
Attributed to
(dollars in thousands) Volume Rate
Interest Income
Money market and other interest-earning investments $ 2,129  $ 4,316  $ (2,187)
Investment securities (2)
54,208  38,759  15,449 
Loans (3)
193,144  188,167  4,977 
Total interest income 249,481  231,242  18,239 
Interest Expense
Checking and NOW deposits 16,833  11,645  5,188 
Savings deposits (597) 164  (761)
Money market deposits 10,681  33,117  (22,436)
Time deposits 15,919  25,889  (9,970)

Federal funds purchased and interbank borrowings (1,602) (1,256) (346)
Securities sold under agreements to repurchase 43  (27) 70 
FHLB advances 16,156  17,224  (1,068)
Other borrowings 4,629  5,773  (1,144)
Total interest expense 62,062  92,529  (30,467)
Net interest income $ 187,419  $ 138,713  $ 48,706 

(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 $2.5 million during the three months ended March 31, 2026 and $2.7 million during the three months ended March 31, 2025 ; using the federal statutory rate in effect of 21%.
(3) Interest income on loans includes taxable equivalent adjustments of $5.3 million during the three months ended March 31, 2026 and $2.7 million during the three months ended March 31, 2025 ; using the federal statutory rate in effect of 21%.
The increase in net interest income for the three months ended March 31, 2026 compared to the same period in 2025 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 months ended March 31, 2026 compared to the same period in 2025 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 12 basis points and the cost of interest-bearing liabilities decreased 18 basis points in the three months ended March 31, 2026 compared to the same quarter a year ago.
Average earning assets increased $17.4 billion for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to Bremer loans and securities acquired as well as strong loan growth.
Average loans, including loans held-for-sale, increased $12.9 billion for the three months ended March 31, 2026 compared to the same period in 2025 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.
Average noninterest-bearing deposits increased $3.8 billion while average interest-bearing deposits increased $10.8 billion for the three months ended March 31, 2026 when compared to the same period in 2025 reflecting Bremer deposits assumed and organic growth. Bremer deposits assumed totaled $12.9 billion at the close of the acquisition.
55

Provision for Credit Losses
The following table details the components of the provision for credit losses:

Three Months Ended
March 31, %
(dollars in thousands) 2026 2025 Change
Provision for credit losses on loans $ 36,854   $ 31,026  18.8  %
Provision (release) for credit losses on
   unfunded loan commitments (1,908) 377  (606.1)

Total provision for credit losses $ 34,946   $ 31,403  11.3  %

Net (charge-offs) recoveries on non-PCD
   loans $ (22,444) $ (18,836) 19.2  %
Net (charge-offs) recoveries on PCD
   loans (9,572) (2,780) 244.3 
Total net (charge-offs) recoveries on
   loans $ (32,016) $ (21,616) 48.1  %
Net charge-offs (recoveries) to average
   loans 0.26   % 0.24  % 9.3 

Total provision for credit losses on loans increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to credit migration, higher net charge-offs, and macroeconomic factors. 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
March 31, %
(dollars in thousands) 2026 2025 Change
Wealth and investment services fees $ 39,715   $ 29,648  34.0  %
Service charges on deposit accounts 26,937   21,156  27.3 
Debit card and ATM fees 12,038   9,991  20.5 
Mortgage banking revenue 9,554   6,879  38.9 
Capital markets income 11,016   4,506  144.5 
Company-owned life insurance 7,561   5,381  40.5 
Debt securities gains (losses), net 75   (76) (198.7)
Other income 15,450   16,309  (5.3)
Total noninterest income $ 122,346   $ 93,794  30.4  %

Noninterest income increased $28.6 million for the three months ended March 31, 2026 compared to the same period in 2025 driven by the acquisition of Bremer in May 2025 and organic growth of fee-based businesses.
Wealth and investment services fees increased $10.1 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher trust and brokerage fees and the Bremer acquisition.
Mortgage banking revenue increased $2.7 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher mortgage originations, increased loan sales, and the Bremer acquisition.
Capital markets income increased $6.5 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher levels of commercial real estate client interest rate swap fees and the Bremer acquisition.
56

Other income decreased $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to $4.2 million of net gains on sales of commercial loans in the three months ended March 31, 2025, partially offset by additional other income associated with the acquisition of Bremer.
Noninterest Expense
The following table details the components in noninterest expense:

Three Months Ended
March 31, %
(dollars in thousands) 2026 2025 Change
Salaries and employee benefits $ 184,073   $ 148,305  24.1  %
Occupancy 36,995   29,053  27.3 
Equipment 12,075   8,901  35.7 
Marketing 16,434   11,940  37.6 
Technology 29,025   22,020  31.8 
Communication 6,196   4,134  49.9 
Professional fees 12,356   7,919  56.0 
FDIC assessment 13,756   9,700  41.8 
Amortization of intangibles 25,623   6,830  275.2 
Amortization of tax credit investments 7,111   3,424  107.7 

Other expense 21,060   16,245  29.6 
Total noninterest expense $ 364,704   $ 268,471  35.8  %

Noninterest expense included $7.3 million and $5.9 million of merger-related expenses for the three months ended March 31, 2026 and 2025, respectively. Noninterest expense for the three months ended March 31, 2026 also included a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan. Excluding these expenses, noninterest expense increased to $354.0 million for the three months ended March 31, 2026, compared to $262.6 million for the three months ended March 31, 2025. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer.
Amortization of tax credit investments increased $3.7 million for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to additional amortization related to the Bremer acquisition. In addition, 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 20.9% and 20.3% for the three months ended March 31, 2026 and 2025, respectively. 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 March 31, 2026 based on the current estimate of the effective annual rate.

FINANCIAL CONDITION
Overview
At March 31, 2026, our assets were $73.0 billion, an $850.7 million increase compared to assets of $72.2 billion at December 31, 2025, reflective of strong loan growth.
57

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 $65.9 billion at March 31, 2026, a $987.8 million increase compared to earning assets of $65.0 billion at December 31, 2025.
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 both March 31, 2026 and December 31, 2025, representing 23% of earning assets for both periods. At March 31, 2026, 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 $656.3 million and $570.4 million at March 31, 2026 and December 31, 2025, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $391.9 million and $355.3 million at March 31, 2026 and December 31, 2025, respectively.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.06 at March 31, 2026, compared to 3.80 at December 31, 2025. The total investment securities portfolio had an effective duration of 4.71 at March 31, 2026, compared to 4.51 at December 31, 2025. 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 weighted average yields on investment securities, on a taxable equivalent basis, were 4.05% for the three months ended March 31, 2026, compared to 3.58% for the three months ended March 31, 2025.
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) March 31,
2026 December 31,
2025 $ Change % Change
Commercial $ 15,617,656   $ 14,983,861  $ 633,795  4.2  %
Commercial real estate 22,192,900   22,050,007  142,893  0.6 
Residential real estate 8,621,409   8,467,496  153,913  1.8 
Consumer 3,299,879   3,262,798  37,081  1.1 
Total loans $ 49,731,844   $ 48,764,162  $ 967,682  2.0  %

58

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
March 31, 2026
Minnesota $ 2,721,607  $ 5,223,920  $ 1,937,538  $ 380,189  $ 10,263,254  21  %
Illinois 3,002,807  3,550,687  1,450,076  621,526  8,625,096  17  %
Indiana 1,748,810  1,822,907  1,094,600  951,764  5,618,081  11  %
Wisconsin 1,143,105  2,679,393  559,274  184,196  4,565,968  9  %
Michigan 800,694  1,408,598  640,841  268,740  3,118,873  6  %
Tennessee 436,421  1,259,876  295,069  236,920  2,228,286  4  %
Kentucky 332,246  631,223  265,207  395,946  1,624,622  3  %
North Dakota 415,094  994,819  157,710  31,835  1,599,458  3  %
Texas 397,140  632,008  270,618  11,188  1,310,954  3  %
Ohio 711,282  472,010  10,523  16,043  1,209,858  2  %
Florida 332,531  499,152  321,489  37,176  1,190,348  2  %

Other 3,575,919  3,018,307  1,618,464  164,356  8,377,046  17  %
Total $ 15,617,656  $ 22,192,900  $ 8,621,409  $ 3,299,879  $ 49,731,844  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 both March 31, 2026 and December 31, 2025. At March 31, 2026, commercial and commercial real estate loans were $37.8 billion, an increase of $776.7 million from December 31, 2025 driven primarily by disciplined commercial loan production.
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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.

March 31, 2026 December 31, 2025
(dollars in thousands) Outstanding Exposure (1)
Nonaccrual Outstanding Exposure (1)
Nonaccrual
By Industry:
Health care and social assistance $ 2,952,347   $ 3,593,003   $ 24,386   $ 2,805,380  $ 3,464,934  $ 24,489 
Manufacturing 2,511,812   3,671,421   29,326   2,139,977  3,614,096  16,915 
Real estate rental and leasing 1,599,748   2,119,934   23,648   1,518,886  2,274,601  25,021 
Wholesale trade 1,191,869   1,997,549   4,843   1,049,963  1,927,612  4,154 
Accommodation and food services 1,075,873   1,320,662   16,214   1,159,348  1,422,249  19,153 
Construction 996,507   2,260,787   7,976   1,064,375  2,333,033  6,996 
Professional, scientific, and
  technical services 913,733   1,420,872   6,611   795,520  1,367,099  6,298 
Agriculture, forestry, fishing,
  and hunting 695,530   1,073,348   5,758   776,845  1,126,107  5,393 
Finance and insurance 638,373   1,231,885   316   678,034  1,305,205  317 
Retail trade 526,778   789,068   14,124   486,717  777,389  13,121 
Administrative and support and
  waste management and
  remediation services 502,436   691,525   16,760   440,155  667,738  4,552 
Transportation and warehousing 433,859   592,098   19,675   474,426  634,311  29,733 
Arts, Entertainment, and Recreation 312,680   421,160   2,980   303,815  419,632  3,153 
Educational services 290,413   456,795   3   295,001  472,694  8 
Public administration 287,721   324,798   —   306,621  344,205  — 
Other services 231,308   408,913   14,249   270,337  435,139  11,969 
Other 456,669   792,609   3,873   418,461  886,189  2,570 
Total $ 15,617,656   $ 23,166,427   $ 190,742   $ 14,983,861  $ 23,472,233  $ 173,842 

By Loan Size:
Less than $200,000 4   % 3   % 10   % 5  % 3  % 10  %
$200,000 to $1,000,000 10   10   16   12  10  16 
$1,000,000 to $5,000,000 22   23   42   25  24  42 
$5,000,000 to $10,000,000 14   15   13   17  16  21 
$10,000,000 to $25,000,000 25   25   19   23  25  11 
Greater than $25,000,000 25   24   —   18  22  — 
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.

March 31, 2026 December 31, 2025
(dollars in thousands) Outstanding Exposure (1)
Nonaccrual Outstanding Exposure (1)
Nonaccrual
By Property Type:
Multifamily $ 6,787,652   $ 8,324,945   $ 86,168   $ 6,648,859  $ 7,978,053  $ 104,993 
Warehouse / Industrial 4,136,037   4,422,902   10,320   4,180,226  4,481,580  5,144 
Retail 3,308,888   3,498,386   20,613   3,225,434  3,373,296  21,636 
Office 2,816,964   3,011,306   53,292   2,705,874  2,891,180  49,201 
Senior housing 1,214,701   1,258,342   9,138   1,269,488  1,307,281  29,723 
Single family 501,767   513,144   3,507   616,035  632,748  4,826 

Other (2)
3,426,891   3,806,883   35,479   3,404,091  3,694,867  30,737 
Total $ 22,192,900   $ 24,835,908   $ 218,517   $ 22,050,007  $ 24,359,005  $ 246,260 

(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 28% of the commercial real estate portfolio is owner-occupied at March 31, 2026, compared to 29% at December 31, 2025.
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 March 31, 2026, the Company held $779.5 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 March 31, 2026, residential real estate loans held in our loan portfolio were $8.6 billion, an increase of $153.9 million compared to December 31, 2025. 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 $37.1 million to $3.3 billion at March 31, 2026 compared to December 31, 2025.
Funding
The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings:

(dollars in thousands) March 31,
2026 December 31,
2025 $ Change % Change
Deposits:
Noninterest-bearing demand $ 12,927,096   $ 13,247,483  $ (320,387) (2.4) %
Interest-bearing:
Checking and NOW 10,969,731   10,740,919  228,812  2.1  %
Savings 4,985,949   4,909,138  76,811  1.6  %
Money market 16,871,237   16,529,631  341,606  2.1  %
Time deposits 9,918,459   9,661,024  257,435  2.7  %
Total deposits 55,672,472   55,088,195  584,277  1.1  %
Wholesale borrowings:
Federal funds purchased and interbank borrowings 200,583   100,197  100,386  100.2  %
Securities sold under agreements to repurchase 264,518   261,366  3,152  1.2  %
Federal Home Loan Bank advances 6,026,801   6,237,375  (210,574) (3.4) %
Other borrowings 1,331,296   852,429  478,867  56.2  %
Total wholesale borrowings 7,823,198   7,451,367  371,831  5.0  %
Total funding $ 63,495,670   $ 62,539,562  $ 956,108  1.5  %

The increase in total deposits was due to 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 12% at both March 31, 2026 and December 31, 2025.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities at March 31, 2026 decreased $121.3 million compared to December 31, 2025 primarily due to incentive payments during the three months ended March 31, 2026 and lower unfunded commitments on tax credit investments.
Capital  
Shareholders’ equity totaled $8.5 billion at both March 31, 2026 and December 31, 2025. Retained earnings were offset by the repurchase of 3.9 million shares of Common Stock under share repurchase plans that were approved by the Company’s Board of Directors during the first quarter of 2026, which reduced equity by $94.9 million, changes in unrealized losses on available-for-sale investment securities, and dividends during the three months ended March
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31, 2026. As of March 31, 2026, Old National had remaining authorization to repurchase up to $383.5 million of its outstanding Common Stock through February 28, 2027.
Capital Adequacy
Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At March 31, 2026, 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 March 31,
2026 December 31,
2025

Tier 1 capital to total average assets (leverage
   ratio) 4.00  % N/A % 8.93   % 8.90  %
Common equity Tier 1 capital to risk-weighted
   total assets 7.00  N/A 11.11   11.08 
Tier 1 capital to risk-weighted total assets 8.50  6.00  11.56   11.53 
Total capital to risk-weighted total assets 10.50  10.00  13.71   12.85 
Shareholders’ equity to assets N/A N/A 11.66   11.77 

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 March 31,
2026 December 31,
2025

Tier 1 capital to total average assets (leverage
   ratio) 4.00  % 5.00  % 8.67   % 8.52  %
Common equity Tier 1 capital to risk-weighted
   total assets 7.00  6.50  11.25   11.05 
Tier 1 capital to risk-weighted total assets 8.50  8.00  11.25   11.05 
Total capital to risk-weighted total assets 10.50  10.00  12.21   12.00 

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 testing 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 regulatory/legal/compliance. 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
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strategic, talent management, operational, information security and technology, and regulatory/legal/compliance risks is provided in the section entitled “Risk Factors” in the Company’s 2025 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 March 31, 2026, our average commercial loan size was approximately $840,000 and our average commercial real estate loan size was approximately $1,544,000. At March 31, 2026, 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.
The following table presents a summary of under-performing assets as well as criticized and classified assets:

(dollars in thousands) March 31,
2026 December 31,
2025
Nonaccrual loans $ 511,959   $ 521,245 
Past due loans (90 days or more and still accruing) 4,407   2,691 
Foreclosed assets 5,786   6,235 
Total under-performing assets $ 522,152   $ 530,171 
Classified loans (includes nonaccrual, past due 90 days
    or more, and other problem loans) $ 2,397,740   $ 2,283,157 
Other classified assets (1)
20,620   20,616 
Special mention loans 804,028   805,901 
Total criticized and classified assets $ 3,222,388   $ 3,109,674 
Asset Quality Ratios:
Nonaccrual loans/total loans (2)
1.03   % 1.07  %

Under-performing assets/total loans (2)
1.05   1.09 
Under-performing assets/total assets 0.72   0.73 
Allowance for credit losses on loans/under-performing assets 110.00   107.42 
Allowance for credit losses on loans/nonaccrual loans 112.19   109.26 

(1) Includes investment securities that fell below investment grade rating.
(2) Loans exclude loans held-for-sale.
Under-performing assets decreased to $522.2 million at March 31, 2026, compared to $530.2 million at December 31, 2025. Under-performing assets as a percentage of total loans at March 31, 2026 were 1.05%, a 4 basis points decrease from 1.09% at December 31, 2025.
Nonaccrual loans decreased $9.3 million from December 31, 2025 to March 31, 2026 due to active portfolio management. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 112.19% at March 31, 2026, compared to 109.26% at December 31, 2025.
Total criticized and classified assets were $3.2 billion at March 31, 2026, an increase of $112.7 million from December 31, 2025. Other classified assets include investment securities that fell below investment grade rating totaling $20.6 million at both March 31, 2026 and December 31, 2025.
Allowance for Credit Losses on Loans and Unfunded Commitments
Net charge-offs on loans totaled $32.0 million during the three months ended March 31, 2026, compared to $21.6 million for the same period in 2025. Annualized, net charge-offs to average loans were 0.26% and 0.24% for the three months ended March 31, 2026 and 2025, respectively. Annualized, net charge-offs to average loans excluding PCD loans were 0.19% and 0.21% for the three months ended March 31, 2026 and 2025, respectively.
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Credit quality within the loans held for investment portfolio is continuously monitored by management and is reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet credit exposures (unfunded loan commitments) is accounted for as a separate liability included in other liabilities on the balance sheet. The allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.
The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.
The allowance for credit losses on loans was $574.4 million at March 31, 2026, compared to $569.5 million at December 31, 2025. 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 $33.7 million at March 31, 2026, compared to $35.6 million at December 31, 2025.
See the section entitled “Risk Factors” in the Company’s 2025 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 March 31, 2026 and 2025:

Immediate Rate Decrease March 31, 2026
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
March 31, 2026
Projected interest income:
Money market, other
  interest earning
  investments, and
  investment
  securities $ 1,014,503  $ 1,148,125  $ 1,266,616  $ 1,366,050  $ 1,365,226  $ 1,428,163  $ 1,481,142  $ 1,529,591 
Loans 3,914,960  4,551,281  5,184,722  5,765,155  5,822,685  6,439,320  7,038,144  7,630,222 
Total interest
   income 4,929,463  5,699,406  6,451,338  7,131,205  7,187,911  7,867,483  8,519,286  9,159,813 
Projected interest expense:
Deposits 311,146  650,832  1,103,354  1,565,645  1,602,264  2,056,376  2,510,485  2,964,606 
Borrowings 401,892  566,888  730,874  902,527  914,519  1,107,099  1,300,368  1,493,669 
Total interest
   expense 713,038  1,217,720  1,834,228  2,468,172  2,516,783  3,163,475  3,810,853  4,458,275 
Net interest
   income $ 4,216,425  $ 4,481,686  $ 4,617,110  $ 4,663,033  $ 4,671,128  $ 4,704,008  $ 4,708,433  $ 4,701,538 
Change from base $ (454,703) $ (189,442) $ (54,018) $ (8,095) $ 32,880  $ 37,305  $ 30,410 
% change from base (9.73) % (4.06) % (1.16) % (0.17) % 0.70  % 0.80  % 0.65  %

Immediate Rate Decrease March 31, 2025
Forward
Curve
Immediate Rate Increase
-300
Basis Points -200
Basis Points -100
Basis Points Base +100
Basis Points +200
Basis Points +300
Basis Points
March 31, 2025
Projected interest income:
Money market, other
  interest earning
  investments, and
  investment
  securities $ 735,762  $ 819,125  $ 889,605  $ 932,368  $ 951,705  $ 1,003,661  $ 1,050,600  $ 1,095,695 
Loans 2,956,373  3,451,449  3,917,555  4,146,729  4,349,117  4,756,641  5,157,898  5,558,484 
Total interest
   income 3,692,135  4,270,574  4,807,160  5,079,097  5,300,822  5,760,302  6,208,498  6,654,179 
Projected interest expense:
Deposits 403,236  736,130  1,072,666  1,214,250  1,430,577  1,793,479  2,135,026  2,476,598 
Borrowings 334,192  404,543  485,011  537,983  581,568  681,156  780,845  880,555 
Total interest
   expense 737,428  1,140,673  1,557,677  1,752,233  2,012,145  2,474,635  2,915,871  3,357,153 
Net interest
   income $ 2,954,707  $ 3,129,901  $ 3,249,483  $ 3,326,864  $ 3,288,677  $ 3,285,667  $ 3,292,627  $ 3,297,026 
Change from base $ (333,970) $ (158,776) $ (39,194) $ 38,187  $ (3,010) $ 3,950  $ 8,349 
% change from base (10.16) % (4.83) % (1.19) % 1.16  % (0.09) % 0.12  % 0.25  %

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The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at March 31, 2026 and 2025:

March 31, 2026 March 31, 2025
Basis Point Change Scenario Federal Funds
Rate (1)
Month 12 (2)
Federal Funds
Rate (1)
Month 12 (2)

+300 3.75   % 6.75   % 4.50  % 7.50  %
+200 3.75   % 5.75   % 4.50  % 6.50  %
+100 3.75   % 4.75   % 4.50  % 5.50  %
Base 3.75   % 3.75   % 4.50  % 4.50  %
-100 3.75   % 2.75   % 4.50  % 3.50  %
-200 3.75   % 1.75   % 4.50  % 2.50  %
-300 3.75   % 0.75   % 4.50  % 1.50  %

(1) Represents the upper bound, Federal Funds Rate.
(2) Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.
Our projected net interest income increased year over year driven by the Bremer acquisition, loan growth, and asset repricing due to current interest rates and economic conditions. Our overall strategy is consistent period over period, as we continue to manage our balance sheet toward a neutral interest rate risk position in a disciplined manner.
A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction deposit accounts, which align with our approach to deposit pricing and are consistent period over period. Because the models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect our net interest income, we recognize that model outputs are not guarantees of actual results. For this reason, we model many different combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely interest rate scenarios tested.
We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate risk. Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $4.3 million at March 31, 2026, compared to a net asset position with a fair value gain of $14.8 million at December 31, 2025. 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 March 31, 2026.

(dollars in thousands)
Maturity Bucket Amount Rate
2026 $ 8,589,198  3.79  %
2027 1,183,704  3.27 
2028 68,554  2.61 
2029 36,006  2.30 
2030 21,315  3.64 
2031 and beyond
19,682  3.94 
Total $ 9,918,459  3.71  %

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 March 31, 2026 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 March 31, 2026, 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 $ 813,197  $ 940,951 
Unencumbered government-issued debt securities —  6,164,141 
Unencumbered investment grade municipal securities —  114,478 
Unencumbered corporate securities —  39,608 
Availability of borrowings*:
Amount available from Federal Reserve discount window —  4,535,818 

Amount available from Federal Home Loan Bank —  8,479,339 
Total available funds $ 813,197  $ 20,274,335 

* 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 March 31, 2026, Old National Bancorp’s other borrowings outstanding were $800.7 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 2025 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, 2025. 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, 2025. There have been no material changes in the Company’s application of critical accounting estimates since December 31, 2025.

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 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, 2025.

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)

01/01/26 - 01/31/26 3,982  $ 22.31  —  $ 149,982,926 
02/01/26 - 02/28/26 3,131,192  25.04  3,130,782  71,598,455 
03/01/26 - 03/31/26 1,162,924  22.04  748,549  383,466,392 
Total 4,298,098  $ 24.22  3,879,331  $ 383,466,392 

(1) Consists of shares acquired pursuant to the Company’s Board-approved share 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) In the first quarter of 2026, the Company’s Board of Directors approved a new share repurchase program, under which the Company is authorized to repurchase up to $400 million of its outstanding shares of common stock through February 28, 2027. This new share repurchase program replaces the prior $200 million program that was set to expire on February 28, 2026.

ITEM 5.  OTHER INFORMATION
(a) None
(b) There have been no material changes in the procedure by which security holders may recommend nominees for election to the Company’s board of directors.
(c) On March 16, 2026, the Company entered into a Rule 10b5-1 share repurchase plan (the “Purchase Plan”) with Keefe, Bruyette & Woods, Inc., as broker. The Purchase Plan was intended to satisfy the conditions of Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. Under the Purchase Plan, the broker was authorized to repurchase up to an aggregate of $105 million in shares of the Company’s common stock. The broker had sole discretion to determine the timing, price, and volume of any repurchases made pursuant to the plan, subject to the terms of the Purchase Plan and compliance with Rule 10b-18 of the Securities Exchange Act of 1934. The Purchase Plan became effective on March 17, 2026 and terminated on April 23, 2026.
No “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K was adopted, modified, or terminated during the three months ended March 31, 2026, except as described above.
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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 18, 2026 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2026) .

4.1  Subordinated Indenture between Old National and U.S. Bank Trust Company, National Association, as trustee, dated as of January 29, 2026 (incorporated by reference to Exhibit 4.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026).

4.2  First Supplemental Indenture between Old National and U.S. Bank Trust Company, National Association, as trustee, providing for the issuance of its 5.768% Fixed-to-Floating Rate Subordinated Notes due 2036 dated as of January 29, 2026 (incorporated by reference to Exhibit 4.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026).

4.3  Form of 5.768% Fixed-to-Floating Rate Subordinated Note due 2036 dated as of January 29, 2026 (incorporated by reference to Exhibit 4.3 and included in Exhibit 4.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026).

10.1   Form of 2026 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended.

10.2    Form of 2026 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended.

10.3  Form of 2026 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended.

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

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

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

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

101    The following materials from Old National’s Form 10-Q Report for the quarterly period ended March 31, 2026, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

104    The cover page from Old National’s Form 10-Q Report for the quarterly period ended March 31, 2026, formatted in inline XBRL and contained in Exhibit 101.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    OLD NATIONAL BANCORP
    (Registrant)
     
By:   /s/  John V. Moran, IV
    John V. Moran, IV
    Senior Executive Vice President and Chief Financial Officer
    Duly Authorized Officer and Principal Financial Officer
     
    Date:  April 29, 2026

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