FULLTEXT DEL 2 AV 2
10-Q – 2026-07-29 – onb-20260630.htm
Origination Year (dollars in thousands) 2026 2025 2024 2023 2022 Prior Revolving Total Three Months Ended June 30, 2026 Commercial $ 478 $ 1,920 $ 124 $ 8,973 $ 1,657 $ 6,486 $ — $ 19,638 Commercial real estate — — — 2,713 4,610 10,832 — 18,155 BBCC — — 36 357 93 — — 486 Residential real estate — — — — — 74 — 74 Indirect 103 408 383 314 119 68 — 1,395 Direct 68 133 89 226 309 315 595 1,735 Home equity — — — — — 57 — 57 Total gross charge-offs $ 649 $ 2,461 $ 632 $ 12,583 $ 6,788 $ 17,832 $ 595 $ 41,540 Origination Year 2025 2024 2023 2022 2021 Prior Revolving Total Three Months Ended June 30, 2025 Commercial $ — $ 6,459 $ 676 $ 6,970 $ 583 $ 2,117 $ — $ 16,805 Commercial real estate — — — 1,205 4,000 4,233 — 9,438 BBCC — — 13 31 9 — — 53 Residential real estate — — — — — 247 — 247 Indirect 12 631 557 317 193 56 — 1,766 Direct 171 205 223 300 304 251 26 1,480 Home equity — — — — — 165 — 165 Total gross charge-offs $ 183 $ 7,295 $ 1,469 $ 8,823 $ 5,089 $ 7,069 $ 26 $ 29,954 Origination Year 2026 2025 2024 2023 2022 Prior Revolving Total Six Months Ended June 30, 2026 Commercial $ 478 $ 6,163 $ 10,724 $ 14,590 $ 3,729 $ 7,077 $ 391 $ 43,152 Commercial real estate — — — 4,783 6,185 15,654 — 26,622 BBCC — 50 325 537 384 — — 1,296 Residential real estate — — — — 26 360 — 386 Indirect 103 877 848 751 479 149 — 3,207 Direct 68 321 424 378 625 1,241 969 4,026 Home equity — — — — — 57 101 158 Total gross charge-offs $ 649 $ 7,411 $ 12,321 $ 21,039 $ 11,428 $ 24,538 $ 1,461 $ 78,847 Origination Year 2025 2024 2023 2022 2021 Prior Revolving Total Six Months Ended June 30, 2025 Commercial $ — $ 6,881 $ 4,795 $ 11,056 $ 589 $ 2,795 $ — $ 26,116 Commercial real estate — — 303 1,956 11,996 6,843 — 21,098 BBCC — — 13 31 13 — — 57 Residential real estate — — — — — 277 — 277 Indirect 12 1,330 1,234 704 293 127 — 3,700 Direct 214 335 333 743 842 588 26 3,081 Home equity — — — — — 165 — 165 Total gross charge-offs $ 226 $ 8,546 $ 6,678 $ 14,490 $ 13,733 $ 10,795 $ 26 $ 54,494 Nonaccrual and Past Due Loans Old National does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may 24 be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured. The following table presents the aging of the amortized cost basis in past due loans by class of loans: (dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Past Due 90 Days or More Total Past Due Current Total Loans June 30, 2026 Commercial $ 8,864 $ 9,604 $ 68,458 $ 86,926 $ 15,774,703 $ 15,861,629 Commercial real estate 14,771 26,215 57,736 98,722 22,251,078 22,349,800 BBCC 802 303 739 1,844 434,641 436,485 Residential 61,821 16,778 42,376 120,975 8,639,857 8,760,832 Indirect 8,345 2,122 1,662 12,129 1,171,456 1,183,585 Direct 11,900 1,077 2,778 15,755 581,852 597,607 Home equity 7,161 2,990 7,781 17,932 1,564,714 1,582,646 Total $ 113,664 $ 59,089 $ 181,530 $ 354,283 $ 50,418,301 $ 50,772,584 December 31, 2025 Commercial $ 23,702 $ 7,200 $ 68,776 $ 99,678 $ 14,663,773 $ 14,763,451 Commercial real estate 20,870 8,151 122,781 151,802 21,722,535 21,874,337 BBCC 1,297 1,359 463 3,119 392,961 396,080 Residential 45,817 13,650 40,512 99,979 8,367,517 8,467,496 Indirect 8,844 2,263 1,877 12,984 1,062,251 1,075,235 Direct 3,644 1,605 1,762 7,011 642,286 649,297 Home equity 7,186 2,956 8,307 18,449 1,519,817 1,538,266 Total $ 111,360 $ 37,184 $ 244,478 $ 393,022 $ 48,371,140 $ 48,764,162 The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing by class of loan: June 30, 2026 December 31, 2025 (dollars in thousands) Nonaccrual Amortized Cost Nonaccrual With No Related Allowance Past Due 90 Days or More and Accruing Nonaccrual Amortized Cost Nonaccrual With No Related Allowance Past Due 90 Days or More and Accruing Commercial $ 178,319 $ 11,899 $ 984 $ 172,713 $ 9,665 $ 1,310 Commercial real estate 169,551 33,979 3,695 244,395 57,647 — BBCC 2,138 — 162 2,994 — 177 Residential 79,272 — 127 73,806 — 599 Indirect 5,552 — 62 5,802 — 203 Direct 4,830 — 272 4,331 — 74 Home equity 22,040 — 1,530 17,204 — 328 Total $ 461,702 $ 45,878 $ 6,832 $ 521,245 $ 67,312 $ 2,691 Interest income recognized on nonaccrual loans was insignificant during the three and six months ended June 30, 2026 and 2025. 25 When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty, and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. Significant period-over-period changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of collateral dependent loans by class of loan: Type of Collateral (dollars in thousands) Real Estate Blanket Lien Investment Securities/Cash Auto Other June 30, 2026 Commercial $ 15,059 $ 147,640 $ 10,172 $ 2,796 $ 977 Commercial real estate 166,521 12 285 — 109 BBCC 1,253 483 246 156 — Residential 79,272 — — — — Indirect — — — 5,552 — Direct 4,149 6 — 235 34 Home equity 22,040 — — — — Total loans $ 288,294 $ 148,141 $ 10,703 $ 8,739 $ 1,120 December 31, 2025 Commercial $ 17,098 $ 131,107 $ 6,851 $ 5,411 $ 1,942 Commercial real estate 237,984 3,381 1,238 — 116 BBCC 1,364 832 269 260 — Residential 73,806 — — — — Indirect — — — 5,802 — Direct 3,676 15 — 324 16 Home equity 17,204 — — — — Total loans $ 351,132 $ 135,335 $ 8,358 $ 11,797 $ 2,074 Financial Difficulty Modifications Occasionally, Old National modifies loans to borrowers experiencing financial difficulty in the form of principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction (or a combination thereof). When principal forgiveness is provided, the amount forgiven is charged-off against the allowance for credit losses on loans. 26 The following table presents the amortized cost basis of financial difficulty modifications that were modified by class of loans and type of modification: (dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Total Class of Loans Three Months Ended June 30, 2026 Commercial $ 36,103 $ — $ — 0.2 % Commercial real estate 81,922 — — 0.4 % Total $ 118,025 $ — $ — 0.2 % Three Months Ended June 30, 2025 Commercial $ 39,797 $ — $ — 0.3 % Commercial real estate 44,835 — — 0.2 % Total $ 84,632 $ — $ — 0.2 % Six Months Ended June 30, 2026 Commercial $ 57,363 $ — $ 6,383 0.4 % Commercial real estate 96,918 4,592 — 0.5 % Total $ 154,281 $ 4,592 $ 6,383 0.3 % Six Months Ended June 30, 2025 Commercial $ 94,248 $ — $ — 0.7 % Commercial real estate 146,609 — — 0.7 % Total $ 240,857 $ — $ — 0.5 % Old National monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts. The following table presents the performance of financial difficulty modifications in the twelve months following modification: (dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Past Due 90 Days or More Total Past Due Current Total Loans June 30, 2026 Commercial $ — $ — $ 18,479 $ 18,479 $ 45,267 $ 63,746 Commercial real estate — 16,702 — 16,702 84,808 101,510 Total $ — $ 16,702 $ 18,479 $ 35,181 $ 130,075 $ 165,256 June 30, 2025 Commercial $ 1,468 $ 2,449 $ 4,511 $ 8,428 $ 85,820 $ 94,248 Commercial real estate 6,311 — 4,566 10,877 135,732 146,609 Total $ 7,779 $ 2,449 $ 9,077 $ 19,305 $ 221,552 $ 240,857 27 The following table summarizes the nature of the financial difficulty modifications by class of loans: Weighted- Average Term Extension (in months) Weighted- Average Payment Delay (in months) Weighted- Average Interest Rate Reduction Three Months Ended June 30, 2026 Commercial 4.6 — — % Commercial real estate 7.4 — — % Total 6.6 — — % Three Months Ended June 30, 2025 Commercial 6.5 — — % Commercial real estate 9.8 — — % Total 8.2 — — % Six Months Ended June 30, 2026 Commercial 5.7 — 1.50 % Commercial real estate 7.3 5.0 — % Total 6.7 5.0 1.50 % Six Months Ended June 30, 2025 Commercial 7.1 — — % Commercial real estate 8.4 — — % Total 7.9 — — % There were payment defaults on $ 12.1 million and $ 18.5 million of loans during the three and six months ended June 30, 2026, respectively, to borrowers whose loans were modified due to financial difficulties within the previous twelve months. There were payment defaults on $ 4.6 million and $ 9.1 million of loans during the three and six months ended June 30, 2025, respectively, to borrowers whose loans had been modified within the previous twelve months. The payment defaults did not materially impact the allowance for credit losses on loans. Old National had no t committed to lend any material additional funds to the borrowers whose loans were modified due to financial difficulties at June 30, 2026 or December 31, 2025. Purchased Credit Deteriorated Loans Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans at acquisition was as follows: (dollars in thousands) Bremer (1) Purchase price of loans at acquisition $ 1,876,226 Allowance for credit losses at acquisition 103,546 Non-credit discount at acquisition 75,826 Par value of acquired loans at acquisition $ 2,055,598 (1) Old National acquired Bremer effective May 1, 2025. 28 NOTE 7 – LEASES Old National has operating and finance leases for land, office space, banking centers, and equipment. These leases are generally for periods of 5 to 30 years with various renewal options. We include certain renewal options in the measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised. Variable lease payments that are dependent on an index or a rate are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability. Variable lease payments that are not dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit and loss when incurred. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Old National has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated. Variable lease one-time costs that are not dependent upon an index or a rate are included in noninterest expense. For certain equipment leases, Old National accounts for the lease and non-lease components as a single lease component using the practical expedient available for that class of assets. Old National does not have any material sub-lease agreements. The components of lease expense were as follows: Affected Line Item in the Statement of Income Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Operating lease cost Occupancy/Equipment expense $ 9,505 $ 8,960 $ 19,081 $ 17,159 Finance lease cost: Amortization of right-of-use assets Occupancy expense 2,139 2,276 4,523 4,546 Interest on lease liabilities Interest expense 207 212 437 441 Sub-lease income Occupancy expense ( 115 ) ( 106 ) ( 222 ) ( 189 ) Total $ 11,736 $ 11,342 $ 23,819 $ 21,957 Supplemental balance sheet information related to leases was as follows: (dollars in thousands) June 30, 2026 December 31, 2025 Operating Leases Operating lease right-of-use assets $ 197,907 $ 209,327 Operating lease liabilities 214,161 226,624 Finance Leases Premises and equipment, net 18,345 23,950 Other borrowings 20,290 25,798 Weighted-Average Remaining Lease Term (in Years) Operating leases 8.4 8.7 Finance leases 7.9 7.0 Weighted-Average Discount Rate Operating leases 3.76 % 3.72 % Finance leases 4.06 % 4.04 % Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, (dollars in thousands) 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,146 $ 18,019 Operating cash flows from finance leases 437 441 Financing cash flows from finance leases 4,427 4,446 29 The following table presents a maturity analysis of the Company’s lease liability by lease classification at June 30, 2026: (dollars in thousands) Operating Leases Finance Leases 2026 $ 20,240 $ 3,799 2027 39,245 3,750 2028 35,281 2,886 2029 32,339 1,498 2030 28,004 1,533 Thereafter 96,905 10,447 Total undiscounted lease payments 252,014 23,913 Amounts representing interest ( 37,853 ) ( 3,623 ) Lease liability $ 214,161 $ 20,290 NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS The following table presents the changes in the carrying amount of goodwill. See Note 3 to the consolidated financial statements for additional detail regarding acquisitions. Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Balance at beginning of period $ 2,429,756 $ 2,175,251 $ 2,425,700 $ 2,175,251 Acquisitions and adjustments — 234,635 4,056 234,635 Balance at end of period $ 2,429,756 $ 2,409,886 $ 2,429,756 $ 2,409,886 Old National performed the required annual goodwill impairment test as of August 31, 2025 and there was no impairment. No events or circumstances since the August 31, 2025 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists. The gross carrying amounts and accumulated amortization of other intangible assets were as follows: (dollars in thousands) Gross Carrying Amount Accumulated Amortization and Impairment Net Carrying Amount June 30, 2026 Core deposit $ 586,735 $ ( 210,722 ) $ 376,013 Customer relationship 90,107 ( 33,449 ) 56,658 Total other intangible assets $ 676,842 $ ( 244,171 ) $ 432,671 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 six months ended June 30, 2026 or 2025. Total amortization expense associated with intangible assets was $ 24.0 million and $ 49.6 million for the three and six months ended June 30, 2026, respectively, compared to $ 19.6 million and $ 26.5 million for the three and six months ended June 30, 2025, respectively. 30 Estimated amortization expense for future years is as follows: (dollars in thousands) 2026 remaining $ 46,493 2027 84,810 2028 73,690 2029 62,983 2030 52,287 Thereafter 112,408 Total $ 432,671 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 June 30, 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) June 30, 2026 December 31, 2025 Investment Accounting Method Investment Unfunded Commitment (1) Investment Unfunded Commitment Low Income Housing Tax Credit (“LIHTC”) Proportional amortization $ 282,008 $ 120,312 $ 257,752 $ 135,776 Federal Historic Tax Credit (“FHTC”) Proportional amortization 17,199 8,960 23,964 16,505 New Markets Tax Credit (“NMTC”) Consolidation 129,688 — 128,325 — Renewable Energy Equity 2 — 4 — Total $ 428,897 $ 129,272 $ 410,045 $ 152,281 (1) All commitments will be paid by Old National by December 31, 2040. 31 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 June 30, 2026 LIHTC $ 5,763 $ ( 7,219 ) FHTC 1,177 ( 1,637 ) NMTC 7,807 ( 9,960 ) Total $ 14,747 $ ( 18,816 ) Three Months Ended June 30, 2025 LIHTC $ 3,205 $ ( 4,516 ) FHTC 614 ( 723 ) NMTC 5,815 ( 7,049 ) Total $ 9,634 $ ( 12,288 ) Six Months Ended June 30, 2026 LIHTC $ 11,526 $ ( 14,437 ) FHTC 2,721 ( 3,421 ) NMTC 14,918 ( 19,061 ) Total $ 29,165 $ ( 36,919 ) Six Months Ended June 30, 2025 LIHTC $ 6,409 $ ( 8,815 ) FHTC 1,169 ( 1,418 ) NMTC 9,239 ( 11,309 ) Total $ 16,817 $ ( 21,542 ) (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 Six Months Ended June 30, (dollars in thousands) 2026 2025 Outstanding at period end $ 265,301 $ 297,637 Average amount outstanding during the period 259,031 284,518 Maximum amount outstanding at any month-end during the period 269,379 311,335 Weighted-average interest rate: During the period 0.90 % 0.84 % At period end 0.88 % 0.91 % At December 31, 2025, securities sold under agreements to repurchase totaled $ 261.4 million with a weighted-average interest rate of 0.95 %. 32 The following table presents the contractual maturity of our secured borrowings and class of collateral pledged: At June 30, 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 $ 265,301 $ — $ — $ — $ 265,301 Total $ 265,301 $ — $ — $ — $ 265,301 NOTE 11 – FEDERAL HOME LOAN BANK ADVANCES The following table summarizes Old National Bank’s FHLB advances: (dollars in thousands) June 30, 2026 December 31, 2025 FHLB advances (fixed rates 2.79 % to 4.89 % and variable rates 3.68 % to 3.78 %) maturing August 2026 to March 2046 $ 6,525,200 $ 6,230,200 Fair value hedge basis adjustments and unamortized prepayment fees ( 4,904 ) 7,175 Total $ 6,520,296 $ 6,237,375 FHLB advances had weighted-average rates of 3.78 % at June 30, 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 June 30, 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 June 30, 2026 were as follows: (dollars in thousands) Due in 2026 $ 3,500,000 Due in 2027 141,000 Due in 2028 548,000 Due in 2029 706,000 Due in 2030 479,000 Thereafter 1,151,200 Fair value hedge basis adjustments and unamortized prepayment fees ( 4,904 ) Total $ 6,520,296 33 NOTE 12 – OTHER BORROWINGS The following table summarizes Old National’s other borrowings: (dollars in thousands) June 30, 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 ( 4,318 ) — Junior subordinated debentures (rates of 5.33 % to 7.51 %) maturing July 2031 to September 2037 198,499 198,499 Other basis adjustments 5,312 7,891 Old National Bank: Finance lease liabilities 20,290 25,798 Leveraged loans for NMTC (fixed rates of 1.00 % to 7.25 %) maturing December 2027 to June 2061 495,395 459,452 Other (1) 72,819 10,789 Total other borrowings $ 1,387,997 $ 852,429 (1) Includes overnight borrowings to collateralize certain derivative positions totaling $ 72.8 million at June 30, 2026 and $ 10.8 million at December 31, 2025. Contractual maturities of other borrowings at June 30, 2026 were as follows: (dollars in thousands) Due in 2026 $ 226,262 Due in 2027 19,839 Due in 2028 2,389 Due in 2029 1,059 Due in 2030 1,140 Thereafter 1,136,314 Unamortized debt issuance costs and other basis adjustments 994 Total $ 1,387,997 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. 34 Through various mergers and acquisitions, Old National assumed junior subordinated debenture obligations related to various trusts that issued trust preferred securities. Old National guarantees the payment of distributions on the trust preferred securities issued by the trusts. Proceeds from the issuance of each of these securities were used to purchase junior subordinated debentures with the same financial terms as the securities issued by the trusts. Old National, at any time, may redeem the junior subordinated debentures at par and, thereby cause a redemption of the trust preferred securities in whole or in part. The following table summarizes the terms of our outstanding junior subordinated debentures at June 30, 2026: (dollars in thousands) Rate at June 30, 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 % 5.68 % March 17, 2035 Northern States Statutory Trust I September 2005 10,310 3-month SOFR plus 1.80 % 5.73 % September 15, 2035 Anchor Capital Trust III August 2005 5,000 3-month SOFR plus 1.55 % 5.54 % September 30, 2035 Great Lakes Statutory Trust II December 2005 6,186 3-month SOFR plus 1.40 % 5.33 % December 15, 2035 Bremer Statutory Trust II June 2006 61,856 3-month SOFR plus 1.60 % 5.52 % June 1, 2036 Home Federal Statutory Trust I September 2006 15,464 3-month SOFR plus 1.65 % 5.58 % 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 % 5.61 % March 1, 2037 Monroe Bancorp Statutory Trust II March 2007 5,155 3-month SOFR plus 1.60 % 5.53 % June 15, 2037 Great Lakes Statutory Trust III June 2007 8,248 3-month SOFR plus 1.70 % 5.63 % 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 $ 20.3 million at June 30, 2026. See Note 7 to the consolidated financial statements for a maturity analysis of the Company’s finance lease liabilities. 35 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 June 30, 2026 Balance at beginning of period $ ( 492,459 ) $ ( 67,736 ) $ 16,941 $ ( 543,254 ) Other comprehensive income (loss) before reclassifications ( 7,714 ) — ( 11,076 ) ( 18,790 ) Amounts reclassified from AOCI to income (1) 26 2,636 1,241 3,903 Balance at end of period $ ( 500,147 ) $ ( 65,100 ) $ 7,106 $ ( 558,141 ) Three Months Ended June 30, 2025 Balance at beginning of period $ ( 582,779 ) $ ( 79,373 ) $ 13,643 $ ( 648,509 ) Other comprehensive income (loss) before reclassifications 40,590 — 3,365 43,955 Amounts reclassified from AOCI to income (1) 31 3,037 1,878 4,946 Balance at end of period $ ( 542,158 ) $ ( 76,336 ) $ 18,886 $ ( 599,608 ) Six Months Ended June 30, 2026 Balance at beginning of period $ ( 428,436 ) $ ( 70,464 ) $ 20,229 $ ( 478,671 ) Other comprehensive income (loss) before reclassifications ( 71,681 ) — ( 15,598 ) ( 87,279 ) Amounts reclassified from AOCI to income (1) ( 30 ) 5,364 2,475 7,809 Balance at end of period $ ( 500,147 ) $ ( 65,100 ) $ 7,106 $ ( 558,141 ) Six Months Ended June 30, 2025 Balance at beginning of period $ ( 668,063 ) $ ( 82,294 ) $ 4,314 $ ( 746,043 ) Other comprehensive income (loss) before reclassifications 125,818 — 11,807 137,625 Amounts reclassified from AOCI to income (1) 87 5,958 2,765 8,810 Balance at end of period $ ( 542,158 ) $ ( 76,336 ) $ 18,886 $ ( 599,608 ) (1) See table below for details about reclassifications to income. 36 The following table summarizes the amounts reclassified out of each component of AOCI for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, (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 $ ( 34 ) $ ( 41 ) Debt securities gains (losses), net 8 10 Income tax (expense) benefit $ ( 26 ) $ ( 31 ) Net income Amortization of unrecognized losses on held-to-maturity securities transferred from available-for-sale $ ( 3,534 ) $ ( 4,069 ) Interest income (expense) 898 1,032 Income tax (expense) benefit $ ( 2,636 ) $ ( 3,037 ) Net income Gains and losses on hedges Interest rate contracts $ ( 1,673 ) $ ( 2,533 ) Interest income (expense) 432 655 Income tax (expense) benefit $ ( 1,241 ) $ ( 1,878 ) Net income Total reclassifications for the period $ ( 3,903 ) $ ( 4,946 ) Net income The following table summarizes the amounts reclassified out of each component of AOCI for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, (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 $ 41 $ ( 117 ) Debt securities gains (losses), net ( 11 ) 30 Income tax (expense) benefit $ 30 $ ( 87 ) Net income Amortization of unrecognized losses on held-to-maturity securities transferred from available-for-sale $ ( 7,190 ) $ ( 7,984 ) Interest income (expense) 1,826 2,026 Income tax (expense) benefit $ ( 5,364 ) $ ( 5,958 ) Net income Gains and losses on hedges Interest rate contracts $ ( 3,338 ) $ ( 3,729 ) Interest income (expense) 863 964 Income tax (expense) benefit $ ( 2,475 ) $ ( 2,765 ) Net income Total reclassifications for the period $ ( 7,809 ) $ ( 8,810 ) Net income 37 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 June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Provision at statutory rate of 21% $ 68,079 $ 32,698 $ 130,085 $ 70,826 State income taxes 14,047 5,094 29,593 11,995 Tax credit investments - federal: New market tax credits ( 7,868 ) ( 4,419 ) ( 15,058 ) ( 7,784 ) Nontaxable or nondeductible items: Tax-exempt interest ( 5,955 ) ( 5,599 ) ( 12,175 ) ( 9,851 ) FDIC premiums 2,854 2,816 5,743 4,853 Other, net ( 386 ) ( 292 ) ( 5,820 ) ( 2,837 ) Income tax expense $ 70,771 $ 30,298 $ 132,368 $ 67,202 Effective tax rate 21.8 % 19.5 % 21.4 % 19.9 % Net Deferred Tax Assets Net deferred tax assets are included in other assets on the balance sheet. At June 30, 2026, net deferred tax assets totaled $ 455.8 million, compared to $ 473.2 million at December 31, 2025. No valuation allowance was required on the Company’s deferred tax assets at June 30, 2026 or December 31, 2025. Old National has federal net operating loss carryforwards totaling $ 104.5 million at June 30, 2026 and $ 87.8 million at December 31, 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 $ 145.5 million at June 30, 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 38 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 June 30, 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 $ 3.2 billion notional amount at June 30, 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. Fair Value Hedges Interest rate swaps of certain borrowings were designated as fair value hedges totaling $ 800.0 million notional amount at June 30, 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 $ 874.4 million notional amount at June 30, 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: June 30, 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 $ 3,200,000 $ 2,717 $ 14,770 $ 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) 874,407 — — 927,407 — — Interest rate swaps on borrowings (3) 800,000 1,013 — 1,100,000 4,836 — Total $ 3,730 $ 14,770 $ 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. 39 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 June 30, 2026 Interest rate contracts Interest income/(expense) $ ( 5,982 ) Fixed-rate debt Interest income/(expense) $ 5,982 Interest rate contracts Interest income/(expense) 6,421 Fixed-rate investment securities Interest income/(expense) ( 6,351 ) Total $ 439 $ ( 369 ) Three Months Ended June 30, 2025 Interest rate contracts Interest income/(expense) $ 6,088 Fixed-rate debt Interest income/(expense) $ ( 6,075 ) Interest rate contracts Interest income/(expense) ( 8,579 ) Fixed-rate investment securities Interest income/(expense) 8,564 Total $ ( 2,491 ) $ 2,489 Six Months Ended June 30, 2026 Interest rate contracts Interest income/(expense) $ ( 11,038 ) Fixed-rate debt Interest income/(expense) $ 11,032 Interest rate contracts Interest income/(expense) 7,185 Fixed-rate investment securities Interest income/(expense) ( 7,101 ) Total $ ( 3,853 ) $ 3,931 Six Months Ended June 30, 2025 Interest rate contracts Interest income/(expense) $ 15,064 Fixed-rate debt Interest income/(expense) $ ( 15,007 ) Interest rate contracts Interest income/(expense) ( 27,746 ) Fixed-rate investment securities Interest income/(expense) 27,711 Total $ ( 12,682 ) $ 12,704 The effect of derivative instruments in cash flow hedging relationships on the consolidated statements of income were as follows: Three Months Ended June 30, Three Months Ended June 30, (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) $ ( 14,937 ) $ 4,538 $ ( 3,036 ) $ ( 3,632 ) Six Months Ended June 30, Six Months Ended June 30, 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) $ ( 23,244 ) $ 15,925 $ ( 5,976 ) $ ( 5,927 ) 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 40 estimate that $ 1.7 million will be reclassified to interest income and $ 11.7 million will be reclassified to interest expense. Derivatives Not Designated as Hedges Commitments to fund certain mortgage loans (“interest rate lock commitments”) and forward commitments for the future delivery of mortgage loans to third party investors (“forward mortgage loan contracts”) are considered derivatives. These derivative contracts do not qualify for hedge accounting. At June 30, 2026, the notional amounts of the interest rate lock commitments totaled $ 117.7 million and forward mortgage loan contracts totaled $ 134.7 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 $ 10.6 billion at June 30, 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: June 30, 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 $ 117,675 $ 493 $ — $ 81,698 $ 583 $ — Forward mortgage loan contracts 134,702 — 223 120,584 — 402 Customer interest rate contracts 10,605,993 26,627 223,791 9,939,577 76,026 180,367 Counterparty interest rate contracts (3) 10,605,993 116,780 26,798 9,939,577 77,597 76,442 Customer foreign currency contracts 20,791 119 66 12,086 106 27 Counterparty foreign currency contracts 20,645 103 30 11,656 53 63 Total $ 144,122 $ 250,908 $ 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. 41 The effect of derivatives not designated as hedging instruments on the consolidated statements of income were as follows: Three Months Ended June 30, (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) $ 290 $ 123 Mortgage contracts Mortgage banking revenue ( 1,236 ) ( 122 ) Foreign currency contracts Other income/(expense) ( 53 ) ( 66 ) Total $ ( 999 ) $ ( 65 ) Six Months Ended June 30, 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) $ 456 $ 147 Mortgage contracts Mortgage banking revenue 89 ( 503 ) Foreign currency contracts Other income/(expense) 17 13 Total $ 562 $ ( 343 ) (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: June 30, 2026 December 31, 2025 (dollars in thousands) Assets Liabilities Assets Liabilities Gross amounts recognized $ 147,852 $ 265,678 $ 170,828 $ 258,968 Less: amounts offset in the Consolidated Balance Sheet — — — — Net amount presented in the Consolidated Balance Sheet 147,852 265,678 170,828 258,968 Gross amounts not offset in the Consolidated Balance Sheet Offsetting derivative positions ( 41,598 ) ( 41,598 ) ( 78,172 ) ( 78,172 ) Cash collateral pledged ( 2,720 ) ( 75,539 ) ( 17,670 ) ( 28,689 ) Net credit exposure $ 103,534 $ 148,541 $ 74,986 $ 152,107 NOTE 16 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES Litigation At June 30, 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 42 perform the terms of the underlying contract. Credit risk associated with standby letters of credit is essentially the same as that associated with extending loans to clients and is subject to normal credit policies. The term of these standby letters of credit is typically one year or less. These commitments are not recorded in the consolidated financial statements. The following table summarizes Old National Bank’s unfunded loan commitments and standby letters of credit: (dollars in thousands) June 30, 2026 December 31, 2025 Unfunded loan commitments (1) $ 11,327,552 $ 12,145,320 Standby letters of credit (2) 262,133 199,638 (1) Excludes cancellable loan commitments of $ 2.9 billion at June 30, 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 $ 1.9 million at June 30, 2026 and $ 1.7 million at December 31, 2025. At June 30, 2026, approximately 2 % 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 $ 31.5 million at June 30, 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 $ 1.5 billion at June 30, 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). 43 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 June 30, 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 $ 131,113 $ 131,113 $ — $ — Investment securities available-for-sale: U.S. Treasury 204,333 204,333 — — U.S. government-sponsored entities and agencies 1,328,817 — 1,328,817 — Mortgage-backed securities - Agency 9,579,446 — 9,579,446 — States and political subdivisions 304,430 — 304,430 — Pooled trust preferred securities 12,876 — 12,876 — Other securities 152,483 — 152,483 — Loans held-for-sale 43,608 — 43,608 — Derivative assets 147,852 — 147,852 — Financial Liabilities Derivative liabilities 265,678 — 265,678 — 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 June 30, 2026 are summarized below: Fair Value Measurements at June 30, 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 $ 40,139 $ — $ — $ 40,139 Commercial real estate loans 56,305 — — 56,305 Foreclosed Assets: Commercial real estate 1,136 — — 1,136 44 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 $ 183.8 million, with a valuation allowance of $ 87.3 million at June 30, 2026. Old National recorded provision expense associated with these loans totaling $ 44.4 million and $ 46.5 million for the three and six months ended June 30, 2026, respectively, compared to $ 15.0 million and $ 24.6 million for the three and six months ended June 30, 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 $ 1.1 million at June 30, 2026. There were no material writedowns on other real estate owned for the three and six months ended June 30, 2026, compared to $ 0.5 million of writedowns for the three and six months ended June 30, 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) June 30, 2026 Collateral Dependent Loans Commercial loans $ 40,139 Discounted Discount for type of property, 15 % - 50 % ( 38 %) cash flow age of appraisal, and current status Commercial real estate loans 56,305 Discounted Discount for type of property, 11 % - 50 % ( 24 %) cash flow age of appraisal, and current status Foreclosed Assets Commercial real estate 1,136 Fair value of Discount for type of property, 0 % - 29 % ( 27 %) 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. 45 Fair Value Option Old National may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made. Loans Held-For-Sale Old National has elected the fair value option for loans held-for-sale. For these loans, interest income is recorded in the consolidated statements of income based on the contractual amount of interest income earned on the financial assets (except any that are on nonaccrual status). None of these loans are 90 days or more past due, nor are any on nonaccrual status. Interest income for loans held-for-sale is included in the income statement totaling $ 0.9 million and $ 1.6 million for the three and six months ended June 30, 2026, respectively, compared to $ 1.1 million and $ 1.7 million for the three and six months ended June 30, 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 June 30, 2026 Loans held-for-sale $ 43,608 $ 759 $ 42,849 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 June 30, 2026 Loans held-for-sale $ 378 $ 23 $ — $ 401 Three Months Ended June 30, 2025 Loans held-for-sale $ 783 $ 101 $ — $ 884 Six Months Ended June 30, 2026 Loans held-for-sale $ ( 374 ) $ 23 $ ( 38 ) $ ( 389 ) Six Months Ended June 30, 2025 Loans held-for-sale $ 1,386 $ 101 $ ( 9 ) $ 1,478 46 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 June 30, 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 $ 1,768,180 $ 1,768,180 $ — $ — Investment securities held-to-maturity: U.S. government-sponsored entities and agencies 825,359 — 687,544 — Mortgage-backed securities - Agency 881,022 — 745,684 — State and political subdivisions 1,138,123 — 1,034,980 — Loans, net: Commercial 15,856,832 — — 15,972,494 Commercial real estate 22,270,561 — — 22,528,236 Residential real estate 8,720,382 — — 7,975,684 Consumer credit 3,344,298 — — 3,189,201 Accrued interest receivable 301,860 867 77,261 223,732 Financial Liabilities Deposits: Noninterest-bearing demand deposits $ 12,665,278 $ 12,665,278 $ — $ — Checking, NOW, savings, and money market interest-bearing deposits 32,990,366 32,990,366 — — Time deposits 10,491,126 — 10,442,674 — Federal funds purchased and interbank borrowings 250,389 250,389 — — Securities sold under agreements to repurchase 265,301 265,301 — — FHLB advances 6,520,296 — 6,501,492 — Other borrowings 1,387,997 — 1,404,069 — Accrued interest payable 71,420 — 71,420 — Standby letters of credit 1,929 — — 1,929 Off-Balance Sheet Financial Instruments Commitments to extend credit $ — $ — $ — $ 5,379 47 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 June 30, 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. 48 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. 49 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is an analysis generally discussing our results of operations for the three and six months ended June 30, 2026 compared to the same period in 2025, and financial condition as of June 30, 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 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. 50 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) June 30, March 31, December 31, September 30, June 30, 2026 2026 2025 2025 2025 Income Statement: Net interest income $ 578,988 $ 572,573 $ 580,832 $ 574,609 $ 514,790 Taxable equivalent adjustment (1) (3) 7,510 7,849 8,013 7,975 7,063 Net interest income - taxable equivalent basis (3) 586,498 580,422 588,845 582,584 521,853 Provision for credit losses 36,206 34,946 32,745 26,738 106,835 Noninterest income 153,564 122,346 109,759 130,461 132,517 Noninterest expense 372,161 364,704 386,320 445,734 384,766 Net income applicable to common shareholders 249,381 229,638 212,589 178,533 121,375 Per Common Share Data: Weighted average diluted common shares 383,273 388,054 389,550 390,496 361,436 Net income (diluted) $ 0.65 $ 0.59 $ 0.55 $ 0.46 $ 0.34 Cash dividends 0.145 0.145 0.14 0.14 0.14 Common dividend payout ratio (2) 22 % 25 % 25 % 30 % 41 % Book value $ 21.80 $ 21.40 $ 21.17 $ 20.64 $ 20.12 Stock price 25.90 22.10 22.31 21.95 21.34 Tangible common book value (3) 14.32 13.93 13.71 13.15 12.60 Performance Ratios: Return on average assets 1.38 % 1.29 % 1.21 % 1.03 % 0.77 % Return on average common equity 12.07 11.07 10.44 9.01 6.74 Return on average tangible common equity (3) 19.84 18.41 17.76 15.87 12.00 Net interest margin (3) 3.54 3.55 3.65 3.64 3.53 Efficiency ratio (3) 47.04 48.25 51.58 58.84 55.80 Net charge-offs to average loans 0.26 0.26 0.27 0.25 0.24 Allowance for credit losses on loans to ending loans 1.14 1.15 1.17 1.19 1.18 Allowance for credit losses (4) to ending loans 1.21 1.22 1.24 1.26 1.24 Non-performing loans to ending loans 0.91 1.03 1.07 1.23 1.24 Balance Sheet: Total loans $ 50,772,584 $ 49,731,844 $ 48,764,162 $ 47,967,915 $ 47,902,819 Total assets 74,189,417 73,002,651 72,151,967 71,210,162 70,979,805 Total deposits 56,146,770 55,672,472 55,088,195 55,006,184 54,357,683 Total borrowed funds 8,423,983 7,823,198 7,451,367 6,766,381 7,346,098 Total shareholders’ equity 8,583,843 8,510,653 8,494,788 8,309,271 8,126,387 Capital Ratios: Risk-based capital ratios: Tier 1 common equity 11.09 % 11.11 % 11.08 % 11.02 % 10.74 % Tier 1 11.53 11.56 11.53 11.49 11.20 Total 13.65 13.71 12.85 12.78 12.59 Leverage ratio (to average assets) 8.95 8.93 8.90 8.72 9.26 Total equity to assets (averages) 11.61 11.79 11.73 11.48 11.38 Tangible common equity to tangible assets (3) 7.68 7.67 7.72 7.53 7.26 Nonfinancial Data: Full-time equivalent employees 4,914 4,948 4,971 5,243 5,313 Banking centers 346 346 346 351 351 (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. 51 The following table sets forth certain financial highlights of Old National for the year-to-date periods: Six Months Ended June 30, (dollars and shares in thousands, except per share data) 2026 2025 Income Statement: Net interest income $ 1,151,561 $ 902,433 Taxable equivalent adjustment (1) (3) 15,359 12,423 Net interest income - taxable equivalent basis (3) 1,166,920 914,856 Provision for credit losses 71,152 138,238 Noninterest income 275,910 226,311 Noninterest expense 736,865 653,237 Net income applicable to common shareholders 479,019 262,000 Per Common Share Data: Weighted average diluted common shares 385,697 340,250 Net income (diluted) $ 1.24 $ 0.77 Cash dividends 0.29 0.28 Common dividend payout ratio (2) 23 % 36 % Book value $ 21.80 $ 20.12 Stock price 25.90 21.34 Tangible common book value (3) 14.32 12.60 Performance Ratios: Return on average assets 1.34 % 0.91 % Return on average common equity 11.57 7.83 Return on average tangible common equity (3) 19.13 13.39 Net interest margin (3) 3.54 3.41 Efficiency ratio (3) 47.63 54.92 Net charge-offs to average loans 0.26 0.24 Allowance for credit losses on loans to ending loans 1.14 1.18 Allowance for credit losses (4) to ending loans 1.21 1.24 Non-performing loans to ending loans 0.91 1.24 Balance Sheet: Total loans $ 50,772,584 $ 47,902,819 Total assets 74,189,417 70,979,805 Total deposits 56,146,770 54,357,683 Total borrowed funds 8,423,983 7,346,098 Total shareholders’ equity 8,583,843 8,126,387 Capital Ratios: Risk-based capital ratios: Tier 1 common equity 11.09 % 10.74 % Tier 1 11.53 11.20 Total 13.65 12.59 Leverage ratio (to average assets) 8.95 9.26 Total equity to assets (averages) 11.70 11.66 Tangible common equity to tangible assets (3) 7.68 7.26 (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. 52 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, pension plan gain/loss, debt securities gains/losses, distribution of excess pension assets expense, FDIC special assessment expense, and CECL Day 1 non-PCD provision 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. 53 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) June 30, March 31, December 31, September 30, June 30, 2026 2026 2025 2025 2025 Net income per common share: Net income applicable to common shares $ 249,381 $ 229,638 $ 212,589 $ 178,533 $ 121,375 Adjustments: Merger-related charges 12,109 7,323 24,547 69,274 41,206 Pension plan (gain) loss (13,240) — 15,878 — (21,001) Debt securities (gains) losses 34 (75) (73) (7) 41 Distribution of excess pension assets expense — 3,394 — — — FDIC special assessment — — (2,994) — — CECL Day 1 non-PCD provision expense — — — — 75,604 Less: tax effect on net total adjustments (2) 2,091 (2,630) (8,973) (16,492) (26,372) Net income applicable to common shares, adjusted (1) $ 250,375 $ 237,650 $ 240,974 $ 231,308 $ 190,853 Weighted average diluted common shares outstanding 383,273 388,054 389,550 390,496 361,436 Net income per common share, diluted $ 0.65 $ 0.59 $ 0.55 $ 0.46 $ 0.34 Adjusted net income per common share, diluted (1) $ 0.65 $ 0.61 $ 0.62 $ 0.59 $ 0.53 Tangible common book value: Shareholders’ common equity $ 8,340,124 $ 8,266,934 $ 8,251,069 $ 8,065,552 $ 7,882,668 Deduct: Goodwill and intangible assets 2,862,427 2,886,419 2,907,986 2,926,960 2,944,372 Tangible shareholders’ common equity (1) $ 5,477,697 $ 5,380,515 $ 5,343,083 $ 5,138,592 $ 4,938,296 Period end common shares 382,537 386,315 389,662 390,768 391,818 Tangible common book value (1) $ 14.32 $ 13.93 $ 13.71 $ 13.15 $ 12.60 Return on average tangible common equity: Net income applicable to common shares $ 249,381 $ 229,638 $ 212,589 $ 178,533 $ 121,375 Add: Intangible amortization (net of tax) (2) 17,994 19,217 19,512 19,638 14,722 Tangible net income (1) $ 267,375 $ 248,855 $ 232,101 $ 198,171 $ 136,097 Average shareholders’ common equity $ 8,264,486 $ 8,300,501 $ 8,147,348 $ 7,924,856 $ 7,208,397 Deduct: Average goodwill and intangible assets 2,873,898 2,894,824 2,919,924 2,931,319 2,670,710 Average tangible shareholders’ common equity (1) $ 5,390,588 $ 5,405,677 $ 5,227,424 $ 4,993,537 $ 4,537,687 Return on average tangible common equity (1) 19.84 % 18.41 % 17.76 % 15.87 % 12.00 % Net interest margin: Net interest income $ 578,988 $ 572,573 $ 580,832 $ 574,609 $ 514,790 Taxable equivalent adjustment 7,510 7,849 8,013 7,975 7,063 Net interest income - taxable equivalent basis (1) $ 586,498 $ 580,422 $ 588,845 $ 582,584 $ 521,853 Average earning assets $ 66,341,949 $ 65,433,548 $ 64,456,815 $ 64,032,811 $ 59,061,249 Net interest margin (1) 3.54 % 3.55 % 3.65 % 3.64 % 3.53 % Efficiency ratio: Noninterest expense $ 372,161 $ 364,704 $ 386,320 $ 445,734 $ 384,766 Deduct: Intangible amortization expense 23,992 25,623 26,016 26,184 19,630 Noninterest expense excluding intangible amortization expense (1) $ 348,169 $ 339,081 $ 360,304 $ 419,550 $ 365,136 Net interest income - taxable equivalent basis (1) (see above) $ 586,498 $ 580,422 $ 588,845 $ 582,584 $ 521,853 Noninterest income 153,564 122,346 109,759 130,461 132,517 Deduct: Debt securities gains (losses), net (34) 75 73 7 (41) Total revenue excluding debt securities gains (losses) (1) $ 740,096 $ 702,693 $ 698,531 $ 713,038 $ 654,411 Efficiency ratio (1) 47.04 % 48.25 % 51.58 % 58.84 % 55.80 % Tangible common equity to tangible assets: Tangible shareholders’ equity (1) (see above) $ 5,477,697 $ 5,380,515 $ 5,343,083 $ 5,138,592 $ 4,938,296 Assets $ 74,189,417 $ 73,002,651 $ 72,151,967 $ 71,210,162 $ 70,979,805 Deduct: Goodwill and intangible assets 2,862,427 2,886,419 2,907,986 2,926,960 2,944,372 Tangible assets (1) $ 71,326,990 $ 70,116,232 $ 69,243,981 $ 68,283,202 $ 68,035,433 Tangible common equity to tangible assets (1) 7.68 % 7.67 % 7.72 % 7.53 % 7.26 % (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). 54 The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods: Six Months Ended June 30, (dollars and shares in thousands, except per share data) 2026 2025 Net income per common share: Net income applicable to common shares $ 479,019 $ 262,000 Adjustments: Merger-related charges 19,432 47,062 Pension plan gain (13,240) (21,001) Distribution of excess pension assets expense 3,394 — Debt securities (gains) losses (41) 117 CECL Day 1 non-PCD provision expense — 75,604 Less: tax effect on net total adjustments (2) (540) (27,475) Net income applicable to common shares, adjusted (1) $ 488,024 $ 336,307 Weighted average diluted common shares outstanding 385,697 340,250 Net income per common share, diluted $ 1.24 $ 0.77 Adjusted net income per common share, diluted (1) $ 1.27 $ 0.99 Tangible common book value: Shareholders’ common equity $ 8,340,124 $ 7,882,668 Deduct: Goodwill and intangible assets 2,862,427 2,944,372 Tangible shareholders’ common equity (1) $ 5,477,697 $ 4,938,296 Period end common shares 382,537 391,818 Tangible common book value (1) $ 14.32 $ 12.60 Return on average tangible common equity: Net income applicable to common shares $ 479,019 $ 262,000 Add: Intangible amortization (net of tax) (2) 37,211 19,845 Tangible net income (1) $ 516,230 $ 281,845 Average shareholders’ common equity $ 8,282,394 $ 6,693,442 Deduct: Average goodwill and intangible assets 2,884,304 2,482,663 Average tangible shareholders’ common equity (1) $ 5,398,090 $ 4,210,779 Return on average tangible common equity (1) 19.13 % 13.39 % Net interest margin: Net interest income $ 1,151,561 $ 902,433 Taxable equivalent adjustment 15,359 12,423 Net interest income - taxable equivalent basis (1) $ 1,166,920 $ 914,856 Average earning assets $ 65,890,258 $ 53,599,627 Net interest margin (1) 3.54 % 3.41 % Efficiency ratio: Noninterest expense $ 736,865 $ 653,237 Deduct: Intangible amortization expense 49,615 26,460 Noninterest expense excluding intangible amortization expense (1) $ 687,250 $ 626,777 Net interest income - taxable equivalent basis (1) (see above) $ 1,166,920 $ 914,856 Noninterest income 275,910 226,311 Deduct: Debt securities gains (losses), net 41 (117) Total revenue excluding debt securities gains (losses) (1) $ 1,442,789 $ 1,141,284 Efficiency ratio (1) 47.63 % 54.92 % Tangible common equity to tangible assets: Tangible shareholders’ equity (1) (see above) $ 5,477,697 $ 4,938,296 Assets $ 74,189,417 $ 70,979,805 Deduct: Goodwill and intangible assets 2,862,427 2,944,372 Tangible assets (1) $ 71,326,990 $ 68,035,433 Tangible common equity to tangible assets (1) 7.68 % 7.26 % (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). 55 EXECUTIVE SUMMARY Old National is the fifth 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 $74.2 billion at June 30, 2026. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana. 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 second quarter of 2026 was $249.4 million, or $0.65 per diluted common share, compared to $229.6 million, or $0.59 per diluted common share, for the first quarter of 2026. Results for the second quarter of 2026 were impacted by $12.1 million in pre-tax merger-related expenses and a $13.2 million pre-tax gain associated with the settlement of the Bremer pension plan. Results for the first quarter of 2026 were impacted by $7.3 million of merger-related expenses and a $3.4 million non-cash, pre-tax expense associated with the distribution of excess pension plan assets with the resolution of the legacy First Midwest Bancorp, Inc. (“First Midwest”) plan. Excluding these items, net income applicable to common shares for the second quarter of 2026 was $250.4 million, or $0.65 per diluted common share on an adjusted basis 1 , compared to $237.7 million, or $0.61 per diluted common share on an adjusted basis 1 , for the first quarter of 2026. Our results for the second 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 $474.3 million, or 3% annualized, to $56.1 billion at June 30, 2026 compared to March 31, 2026. Loans : Our loan balances, excluding loans held-for-sale, increased $1.0 billion, or 8% annualized, to $50.8 billion at June 30, 2026 compared to March 31, 2026 reflecting strong commercial loan production. Net Interest Income : Net interest income increased $6.4 million to $579.0 million compared to the first quarter of 2026 driven by high quality loan growth and stable core deposit pricing, partly offset by funding mix. Provision for Credit Losses : Provision for credit losses was $36.2 million compared to $34.9 million in the first quarter of 2026. Noninterest Income : Noninterest income was $153.6 million, or $140.4 million excluding a $13.2 million pre-tax gain associated with the settlement of the Bremer pension plan, compared to $122.3 million in the first quarter of 2026. The increase reflects strong increases in all fee income lines as well as elevated other income due to market value adjustments, higher company-owned life insurance income, and an asset recovery. Noninterest Expense : Noninterest expense increased $7.5 million compared to the first quarter of 2026. In the second quarter of 2026, noninterest expense included $12.1 million of merger-related expenses. 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. Excluding these expenses, noninterest expense was $360.1 million for the second quarter of 2026, an increase of $6.1 million from $354.0 million for the first quarter of 2026 reflecting disciplined expense management. (1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures. 56 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 June 30, % Change Six Months Ended June 30, % Change 2026 2025 2026 2025 Income Statement Summary: Net interest income $ 578,988 $ 514,790 12.5 % $ 1,151,561 $ 902,433 27.6 % Provision for credit losses 36,206 106,835 (66.1) 71,152 138,238 (48.5) Noninterest income 153,564 132,517 15.9 275,910 226,311 21.9 Noninterest expense 372,161 384,766 (3.3) 736,865 653,237 12.8 Net income applicable to common shareholders 249,381 121,375 105.5 479,019 262,000 82.8 Net income per common share - diluted 0.65 0.34 91.2 1.24 0.77 61.0 Other Data: Return on average common equity 12.07 % 6.74 % 11.57 % 7.83 % Return on average tangible common equity (1) 19.84 12.00 19.13 13.39 Efficiency ratio (1) 47.04 55.80 47.63 54.92 Tier 1 leverage ratio 8.95 9.26 8.95 9.26 Net charge-offs to average loans 0.26 0.24 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 81% of revenues for the six months ended June 30, 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 second quarter of 2026 and decreased interest rates compared to those in effect as of June 30, 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 3.63% at June 30, 2026 compared to 4.33% at June 30, 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. 57 The following tables present the average balance sheet for each major asset and liability category, its related interest income and yield, or its expense and rate. (Tax equivalent basis, dollars in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Earning Assets Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Money market and other interest-earning investments $ 1,212,043 $ 11,121 3.68 % $ 1,424,700 $ 14,791 4.16 % Investment securities: Treasury and government sponsored agencies 2,349,871 18,993 3.23 % 2,396,691 20,820 3.47 % Mortgage-backed securities 10,428,343 111,157 4.26 % 8,567,318 87,734 4.10 % States and political subdivisions 1,450,389 12,017 3.31 % 1,596,899 13,402 3.36 % Other securities 828,774 12,395 5.98 % 970,581 15,770 6.50 % Total investment securities 15,057,377 154,562 4.11 % 13,531,489 137,726 4.07 % Loans: (2) Commercial 15,792,290 238,663 6.05 % 13,240,876 219,446 6.63 % Commercial real estate 22,234,235 339,925 6.12 % 20,022,403 316,422 6.32 % Residential real estate loans 8,722,341 103,162 4.73 % 7,792,440 88,852 4.56 % Consumer 3,323,663 54,468 6.57 % 3,049,341 54,787 7.21 % Total loans 50,072,529 736,218 5.88 % 44,105,060 679,507 6.16 % Total earning assets 66,341,949 $ 901,901 5.44 % 59,061,249 $ 832,024 5.64 % Deduct: Allowance for credit losses on loans (580,550) (404,871) Non-Earning Assets Cash and due from banks 545,346 426,513 Other assets 6,991,436 6,403,239 Total assets $ 73,298,181 $ 65,486,130 Interest-Bearing Liabilities Checking and NOW accounts $ 11,106,289 $ 47,349 1.71 % $ 9,672,146 $ 41,862 1.74 % Savings accounts 4,950,785 3,032 0.25 % 4,968,232 3,777 0.30 % Money market accounts 16,485,000 99,903 2.43 % 15,282,970 113,542 2.98 % Time deposits 10,145,661 87,220 3.45 % 8,318,060 80,907 3.90 % Total interest-bearing deposits 42,687,735 237,504 2.23 % 38,241,408 240,088 2.52 % Federal funds purchased and interbank borrowings 42,228 391 3.71 % 88,603 953 4.31 % Securities sold under agreements to repurchase 257,217 561 0.87 % 295,948 636 0.86 % FHLB advances 6,561,147 61,744 3.77 % 6,037,462 59,042 3.92 % Other borrowings 1,360,976 15,203 4.48 % 828,214 9,452 4.58 % Total borrowed funds 8,221,568 77,899 3.80 % 7,250,227 70,083 3.88 % Total interest-bearing liabilities $ 50,909,303 $ 315,403 2.48 % $ 45,491,635 $ 310,171 2.73 % Noninterest-Bearing Liabilities and Shareholders’ Equity Demand deposits $ 12,860,401 $ 11,568,854 Other liabilities 1,020,272 973,525 Shareholders’ equity 8,508,205 7,452,116 Total liabilities and shareholders’ equity $ 73,298,181 $ 65,486,130 Net interest income - taxable equivalent basis $ 586,498 3.54 % $ 521,853 3.53 % Taxable equivalent adjustment (7,510) (7,063) Net interest income (GAAP) $ 578,988 3.49 % $ 514,790 3.49 % (1) Interest income is reflected on a fully taxable equivalent basis. (2) Includes loans held-for-sale. 58 (Tax equivalent basis, dollars in thousands) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Earning Assets Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Money market and other interest-earning investments $ 1,213,528 $ 22,065 3.67 % $ 1,109,634 $ 23,606 4.29 % Investment securities: Treasury and government sponsored agencies 2,384,129 38,114 3.20 % 2,357,995 40,839 3.46 % Mortgage-backed securities 10,348,439 218,622 4.23 % 7,433,868 142,257 3.83 % States and political subdivisions 1,487,627 24,558 3.30 % 1,603,821 26,644 3.32 % Other securities 834,327 25,772 6.18 % 871,262 26,282 6.03 % Total investment securities 15,054,522 307,066 4.08 % 12,266,946 236,022 3.85 % Loans: (2) Commercial 15,550,178 472,103 6.07 % 11,827,287 385,041 6.51 % Commercial real estate 22,146,063 675,873 6.10 % 18,128,526 562,357 6.20 % Residential real estate loans 8,628,736 202,115 4.68 % 7,306,465 156,500 4.28 % Consumer 3,297,231 107,919 6.60 % 2,960,769 104,257 7.10 % Total loans 49,622,208 1,458,010 5.88 % 40,223,047 1,208,155 6.01 % Total earning assets 65,890,258 $ 1,787,141 5.43 % 53,599,627 $ 1,467,783 5.48 % Deduct: Allowance for credit losses on loans (576,848) (401,835) Non-Earning Assets Cash and due from banks 547,129 399,620 Other assets 7,017,805 5,901,705 Total assets $ 72,878,344 $ 59,499,117 Interest-Bearing Liabilities Checking and NOW $ 11,036,650 $ 93,644 1.71 % $ 8,853,822 $ 71,325 1.62 % Savings 4,935,795 6,043 0.25 % 4,830,998 7,385 0.31 % Money market 16,513,687 199,859 2.44 % 13,523,239 202,817 3.02 % Time deposits 9,948,542 171,289 3.47 % 7,644,494 149,056 3.93 % Total interest-bearing deposits 42,434,674 470,835 2.24 % 34,852,553 430,583 2.49 % Federal funds purchased and interbank borrowings 23,038 414 3.62 % 118,202 2,578 4.40 % Securities sold under agreements to repurchase 259,031 1,155 0.90 % 284,518 1,187 0.84 % FHLB advances 6,433,228 119,796 3.76 % 5,255,372 100,938 3.87 % Other borrowings 1,267,288 28,021 4.46 % 752,408 17,641 4.73 % Total borrowed funds 7,982,585 149,386 3.77 % 6,410,500 122,344 3.85 % Total interest-bearing liabilities $ 50,417,259 $ 620,221 2.48 % $ 41,263,053 $ 552,927 2.70 % Noninterest-Bearing Liabilities and Shareholders’ Equity Demand deposits $ 12,875,219 $ 10,339,594 Other liabilities 1,059,753 959,309 Shareholders’ equity 8,526,113 6,937,161 Total liabilities and shareholders’ equity $ 72,878,344 $ 59,499,117 Net interest income - taxable equivalent basis $ 1,166,920 3.54 % $ 914,856 3.41 % Taxable equivalent adjustment (15,359) (12,423) Net interest income (GAAP) $ 1,151,561 3.50 % $ 902,433 3.37 % (1) Interest income is reflected on a fully taxable equivalent basis. (2) Includes loans held-for-sale. 59 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 June 30, 2025 to Three Months Ended June 30, 2026 From Six Months Ended June 30, 2025 to Six Months Ended June 30, 2026 Total Change (1) Attributed to Total Change (1) Attributed to (dollars in thousands) Volume Rate Volume Rate Interest Income Money market and other interest-earning investments $ (3,670) $ (2,080) $ (1,590) $ (1,541) $ 2,073 $ (3,614) Investment securities (2) 16,836 15,598 1,238 71,044 55,247 15,797 Loans (3) 56,711 89,858 (33,147) 249,855 279,503 (29,648) Total interest income 69,877 103,376 (33,499) 319,358 336,823 (17,465) Interest Expense Checking and NOW deposits 5,487 6,170 (683) 22,319 18,110 4,209 Savings deposits (745) (11) (734) (1,342) 151 (1,493) Money market deposits (13,639) 8,148 (21,787) (2,958) 40,869 (43,827) Time deposits 6,313 16,781 (10,468) 22,233 42,556 (20,323) Federal funds purchased and interbank borrowings (562) (464) (98) (2,164) (1,899) (265) Securities sold under agreements to repurchase (75) (84) 9 (32) (111) 79 FHLB advances 2,702 5,034 (2,332) 18,858 22,384 (3,526) Other borrowings 5,751 6,024 (273) 10,380 11,782 (1,402) Total interest expense 5,232 41,598 (36,366) 67,294 133,842 (66,548) Net interest income $ 64,645 $ 61,778 $ 2,867 $ 252,064 $ 202,981 $ 49,083 (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 $2.4 million and $4.9 million during the three and six months ended June 30, 2026, respectively, and $2.7 million and $5.3 million during the three and six months ended June 30, 2025, respectively ; using the federal statutory rate in effect of 21%. (3) Interest income on loans includes taxable equivalent adjustments of $5.1 million and $10.4 million during the three and six months ended June 30, 2026, respectively, and $4.4 million and $7.1 million during the three and six months ended June 30, 2025, respectively ; using the federal statutory rate in effect of 21%. The increase in net interest income for the three and six months ended June 30, 2026 compared to the same periods 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 and lower yields on loans. The increase in net interest margin on a fully taxable equivalent basis for the three and six months ended June 30, 2026 compared to the same periods 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 and lower yields on loans. The yield on interest earning assets decreased 20 basis points and the cost of interest-bearing liabilities decreased 25 basis points in the three months ended June 30, 2026 compared to the same quarter a year ago. The yield on interest earning assets decreased 5 basis points and the cost of interest-bearing liabilities decreased 22 basis points in the six months ended June 30, 2026 compared to the same period a year ago. Average earning assets increased $7.3 billion and $12.3 billion for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025 primarily due to Bremer loans and securities acquired as well as strong loan growth. Average loans, including loans held-for-sale, increased $6.0 billion and $9.4 billion for the three and six months ended June 30, 2026, respectively, compared to the same periods 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 $1.3 billion while average interest-bearing deposits increased $4.4 billion for the three months ended June 30, 2026 when compared to the same period in 2025 reflecting Bremer deposits assumed and organic growth. Average noninterest-bearing deposits increased $2.5 billion while average 60 interest-bearing deposits increased $7.6 billion for the six months ended June 30, 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. Provision for Credit Losses The following table details the components of the provision for credit losses: Three Months Ended June 30, % Six Months Ended June 30, % (dollars in thousands) 2026 2025 Change 2026 2025 Change Provision for credit losses on loans $ 38,400 $ 99,263 (61.3) % $ 75,254 $ 130,289 (42.2) % Provision (release) for credit losses on unfunded loan commitments (2,194) 7,572 (129.0) (4,102) 7,949 (151.6) Total provision for credit losses $ 36,206 $ 106,835 (66.1) % $ 71,152 $ 138,238 (48.5) % Net (charge-offs) recoveries on non-PCD loans $ (26,007) $ (23,363) 11.3 % $ (48,451) $ (42,199) 14.8 % Net (charge-offs) recoveries on PCD loans (6,240) (3,165) 97.2 (15,812) (5,945) 166.0 Total net (charge-offs) recoveries on loans $ (32,247) $ (26,528) 21.6 % $ (64,263) $ (48,144) 33.5 % Net charge-offs (recoveries) to average loans 0.26 % 0.24 % 7.0 % 0.26 % 0.24 % 8.2 Total provision for credit losses on loans decreased in the three and six months ended June 30, 2026 compared to the same periods in 2025 primarily due to $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired in the three and six months ended June 30, 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. 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 June 30, % Six Months Ended June 30, % (dollars in thousands) 2026 2025 Change 2026 2025 Change Wealth and investment services fees $ 42,098 $ 35,817 17.5 % $ 81,813 $ 65,465 25.0 % Service charges on deposit accounts 28,009 23,878 17.3 54,946 45,034 22.0 Debit card and ATM fees 13,092 12,922 1.3 25,130 22,913 9.7 Mortgage banking revenue 11,163 10,032 11.3 20,717 16,911 22.5 Capital markets income 12,329 7,114 73.3 23,345 11,620 100.9 Company-owned life insurance 8,531 6,625 28.8 16,092 12,006 34.0 Debt securities gains (losses), net (34) (41) (17.1) 41 (117) (135.0) Other income 38,376 36,170 6.1 53,826 52,479 2.6 Total noninterest income $ 153,564 $ 132,517 15.9 % $ 275,910 $ 226,311 21.9 % Noninterest income for three and six months ended June 30, 2026 included a $13.2 million gain in other income associated with the settlement of the Bremer pension plan. Noninterest income for the three and six months ended June 30, 2025 included a $21.0 million gain in other income associated with the freezing of benefits of the Bremer pension plan. Excluding these gains, noninterest income increased $28.8 million and $57.4 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. These increases were driven by the acquisition of Bremer in May 2025, organic growth of fee-based businesses, and elevated other income. 61 Capital markets income increased $5.2 million and $11.7 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025 primarily due to higher levels of commercial real estate client interest rate swap fees and the Bremer acquisition. Noninterest Expense The following table details the components in noninterest expense: Three Months Ended June 30, % Six Months Ended June 30, % (dollars in thousands) 2026 2025 Change 2026 2025 Change Salaries and employee benefits $ 184,765 $ 202,112 (8.6) % $ 368,838 $ 350,417 5.3 % Occupancy 33,452 30,432 9.9 70,447 59,485 18.4 Equipment 11,077 12,566 (11.8) 23,152 21,467 7.8 Marketing 15,601 13,759 13.4 32,035 25,699 24.7 Technology 29,630 31,452 (5.8) 58,655 53,472 9.7 Communication 6,130 5,014 22.3 12,326 9,148 34.7 Professional fees 10,735 21,931 (51.1) 23,091 29,850 (22.6) FDIC assessment 13,592 13,409 1.4 27,348 23,109 18.3 Amortization of intangibles 23,992 19,630 22.2 49,615 26,460 87.5 Amortization of tax credit investments 7,807 5,815 34.3 14,918 9,239 61.5 Other expense 35,380 28,646 23.5 56,440 44,891 25.7 Total noninterest expense $ 372,161 $ 384,766 (3.3) % $ 736,865 $ 653,237 12.8 % Noninterest expense included $12.1 million and $41.2 million of merger-related expenses for the three months ended June 30, 2026 and 2025, respectively. Excluding these expenses, noninterest expense increased to $360.1 million for the three months ended June 30, 2026, compared to $343.6 million for the three months ended June 30, 2025. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer. Noninterest expense included $19.4 million and $47.1 million of merger-related expenses for the six months ended June 30, 2026 and 2025, respectively. Noninterest expense for the six months ended June 30, 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 $714.0 million for the six months ended June 30, 2026, compared to $606.2 million for the six months ended June 30, 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 $2.0 million and $5.7 million for the three and six months ended June 30, 2026, respectively, compared to the same periods 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 21.8% and 21.4% for the three and six months ended June 30, 2026, respectively, compared to 19.5% and 19.9% for the three and six months ended June 30, 2025, respectively, reflecting an increase in pre-tax book income contributing to an increase in state taxes. 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 June 30, 2026 based on the current estimate of the effective annual rate. 62 FINANCIAL CONDITION Overview At June 30, 2026, our assets were $74.2 billion, a $2.0 billion increase compared to assets of $72.2 billion at December 31, 2025, reflective of strong loan growth. 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 $67.1 billion at June 30, 2026, a $2.1 billion 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 $15.1 billion at June 30, 2026, compared to $14.9 billion at December 31, 2025. Investment securities represented 22% of earning assets at June 30, 2026, compared to 23% at December 31, 2025. At June 30, 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 $666.5 million and $570.4 million at June 30, 2026 and December 31, 2025, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $376.3 million and $355.3 million at June 30, 2026 and December 31, 2025, respectively. The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.08 at June 30, 2026, compared to 3.80 at December 31, 2025. The total investment securities portfolio had an effective duration of 4.69 at June 30, 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 4.11% and 4.08% for the three and six months ended June 30, 2026, respectively, compared to 4.07% and 3.85% for the three and six months ended June 30, 2025, respectively. Loan Portfolio We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. The following table presents the composition of the loan portfolio: (dollars in thousands) June 30, 2026 December 31, 2025 $ Change % Change Commercial $ 16,112,685 $ 14,983,861 $ 1,128,824 7.5 % Commercial real estate 22,535,229 22,050,007 485,222 2.2 Residential real estate 8,760,832 8,467,496 293,336 3.5 Consumer 3,363,838 3,262,798 101,040 3.1 Total loans $ 50,772,584 $ 48,764,162 $ 2,008,422 4.1 % 63 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 June 30, 2026 Minnesota $ 2,802,206 $ 5,053,884 $ 1,850,696 $ 399,614 $ 10,106,400 20 % Illinois 3,015,165 3,534,824 1,459,897 646,553 8,656,439 17 % Indiana 1,905,572 1,858,655 1,086,543 981,895 5,832,665 11 % Wisconsin 1,143,129 2,693,471 545,323 189,580 4,571,503 9 % Michigan 841,529 1,423,589 641,142 275,026 3,181,286 6 % Tennessee 432,849 1,229,948 321,512 232,851 2,217,160 4 % Kentucky 326,751 629,607 263,255 409,982 1,629,595 3 % North Dakota 435,560 961,486 133,291 30,915 1,561,252 3 % Texas 459,346 704,961 291,096 10,896 1,466,299 3 % Florida 331,236 605,438 341,178 38,925 1,316,777 3 % Ohio 721,108 424,786 11,123 16,774 1,173,791 2 % Other 3,698,234 3,414,580 1,815,776 130,827 9,059,417 18 % Total $ 16,112,685 $ 22,535,229 $ 8,760,832 $ 3,363,838 $ 50,772,584 100 % 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 58% at June 30, 2026, compared to 57% at December 31, 2025. At June 30, 2026, commercial and commercial real estate loans were $38.6 billion, an increase of $1.6 billion from December 31, 2025 driven primarily by disciplined commercial loan production. 64 The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size. June 30, 2026 December 31, 2025 (dollars in thousands) Outstanding Exposure (1) Nonaccrual Outstanding Exposure (1) Nonaccrual By Industry: Health care and social assistance $ 2,990,290 $ 3,661,508 $ 18,802 $ 2,805,380 $ 3,464,934 $ 24,489 Manufacturing 2,654,369 4,081,240 37,087 2,139,977 3,614,096 16,915 Real estate rental and leasing 1,523,840 2,106,105 22,290 1,518,886 2,274,601 25,021 Construction 1,203,618 2,467,297 7,308 1,064,375 2,333,033 6,996 Wholesale trade 1,191,364 2,000,081 4,234 1,049,963 1,927,612 4,154 Accommodation and food services 1,080,876 1,274,843 12,660 1,159,348 1,422,249 19,153 Professional, scientific, and technical services 891,988 1,415,906 6,518 795,520 1,367,099 6,298 Agriculture, forestry, fishing, and hunting 711,579 1,047,582 5,518 776,845 1,126,107 5,393 Finance and insurance 652,759 1,452,641 314 678,034 1,305,205 317 Retail trade 547,108 900,563 12,215 486,717 777,389 13,121 Administrative and support and waste management and remediation services 466,610 641,285 16,473 440,155 667,738 4,552 Transportation and warehousing 381,983 538,491 15,176 474,426 634,311 29,733 Arts, Entertainment, and Recreation 338,799 463,006 3,900 303,815 419,632 3,153 Educational services 323,058 472,944 2 295,001 472,694 8 Public administration 295,995 319,516 — 306,621 344,205 — Other services 252,849 411,158 14,796 270,337 435,139 11,969 Other 605,600 983,369 2,114 418,461 886,189 2,570 Total $ 16,112,685 $ 24,237,535 $ 179,407 $ 14,983,861 $ 23,472,233 $ 173,842 By Loan Size: Less than $200,000 2 % 2 % 2 % 5 % 3 % 10 % $200,000 to $1,000,000 9 10 13 12 10 16 $1,000,000 to $5,000,000 20 22 46 25 24 42 $5,000,000 to $10,000,000 16 15 14 17 16 21 $10,000,000 to $25,000,000 27 25 12 23 25 11 Greater than $25,000,000 26 26 13 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. June 30, 2026 December 31, 2025 (dollars in thousands) Outstanding Exposure (1) Nonaccrual Outstanding Exposure (1) Nonaccrual By Property Type: Multifamily $ 6,770,178 $ 8,307,405 $ 46,561 $ 6,648,859 $ 7,978,053 $ 104,993 Warehouse / Industrial 4,516,324 4,834,580 12,298 4,180,226 4,481,580 5,144 Retail 3,272,975 3,445,418 24,316 3,225,434 3,373,296 21,636 Office 2,916,504 3,090,586 45,389 2,705,874 2,891,180 49,201 Senior housing 1,154,331 1,182,958 23,402 1,269,488 1,307,281 29,723 Single family 533,553 556,839 1,747 616,035 632,748 4,826 Other (2) 3,371,364 3,650,885 16,888 3,404,091 3,694,867 30,737 Total $ 22,535,229 $ 25,068,671 $ 170,601 $ 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 65 Company’s primary market area. Approximately 26% of the commercial real estate portfolio is owner-occupied at June 30, 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 June 30, 2026, the Company held $680.7 million of non-owner-occupied commercial real estate loans, or 1% of total loans, that mature within 18 months with an interest rate below 4%. Residential Real Estate Loans At June 30, 2026, residential real estate loans held in our loan portfolio were $8.8 billion, an increase of $293.3 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 $101.0 million to $3.4 billion at June 30, 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) June 30, 2026 December 31, 2025 $ Change % Change Deposits: Noninterest-bearing demand $ 12,665,278 $ 13,247,483 $ (582,205) (4.4) % Interest-bearing: Checking and NOW 11,129,286 10,740,919 388,367 3.6 % Savings 4,924,639 4,909,138 15,501 0.3 % Money market 16,936,441 16,529,631 406,810 2.5 % Time deposits 10,491,126 9,661,024 830,102 8.6 % Total deposits 56,146,770 55,088,195 1,058,575 1.9 % Wholesale borrowings: Federal funds purchased and interbank borrowings 250,389 100,197 150,192 149.9 % Securities sold under agreements to repurchase 265,301 261,366 3,935 1.5 % Federal Home Loan Bank advances 6,520,296 6,237,375 282,921 4.5 % Other borrowings 1,387,997 852,429 535,568 62.8 % Total wholesale borrowings 8,423,983 7,451,367 972,616 13.1 % Total funding $ 64,570,753 $ 62,539,562 $ 2,031,191 3.2 % 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 13% at June 30, 2026, compared to 12% at December 31, 2025. The increase in other borrowings was due to the issuance and sale of $450.0 million aggregate principal amount of subordinated notes in January 2026. The Company intends to use the net proceeds from this offering for general corporate purposes. Capital Shareholders’ equity totaled $8.6 billion at June 30, 2026, compared to $8.5 billion at December 31, 2025. Retained earnings were offset by the repurchase of 8.3 million shares of Common Stock under share repurchase plans that were approved by the Company’s Board of Directors during the six months ended June 30, 2026, which reduced equity by $201.6 million, dividends, and changes in unrealized losses on available-for-sale investment securities during the six months ended June 30, 2026. As of June 30, 2026, Old National had remaining authorization to repurchase up to $276.6 million of its outstanding Common Stock through February 28, 2027. 66 Capital Adequacy Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At June 30, 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 June 30, 2026 December 31, 2025 Tier 1 capital to total average assets (leverage ratio) 4.00 % N/A % 8.95 % 8.90 % Common equity Tier 1 capital to risk-weighted total assets 7.00 N/A 11.09 11.08 Tier 1 capital to risk-weighted total assets 8.50 6.00 11.53 11.53 Total capital to risk-weighted total assets 10.50 10.00 13.65 12.85 Shareholders’ equity to assets N/A N/A 11.57 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 June 30, 2026 December 31, 2025 Tier 1 capital to total average assets (leverage ratio) 4.00 % 5.00 % 8.80 % 8.52 % Common equity Tier 1 capital to risk-weighted total assets 7.00 6.50 11.34 11.05 Tier 1 capital to risk-weighted total assets 8.50 8.00 11.34 11.05 Total capital to risk-weighted total assets 10.50 10.00 12.29 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 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. 67 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 June 30, 2026, our average commercial loan size was approximately $899,000 and our average commercial real estate loan size was approximately $1,627,000. At June 30, 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) June 30, 2026 December 31, 2025 Nonaccrual loans $ 461,702 $ 521,245 Past due loans (90 days or more and still accruing) 6,832 2,691 Foreclosed assets 3,374 6,235 Total under-performing assets $ 471,908 $ 530,171 Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans) $ 2,387,255 $ 2,283,157 Other classified assets (1) 7,960 20,616 Special mention loans 705,154 805,901 Total criticized and classified assets $ 3,100,369 $ 3,109,674 Asset Quality Ratios: Nonaccrual loans/total loans (2) 0.91 % 1.07 % Under-performing assets/total loans (2) 0.93 1.09 Under-performing assets/total assets 0.64 0.73 Allowance for credit losses on loans/under-performing assets 123.01 107.42 Allowance for credit losses on loans/nonaccrual loans 125.73 109.26 (1) Includes investment securities that fell below investment grade rating. (2) Loans exclude loans held-for-sale. Under-performing assets decreased to $471.9 million at June 30, 2026, compared to $530.2 million at December 31, 2025. Under-performing assets as a percentage of total loans at June 30, 2026 were 0.93%, a 16 basis points decrease from 1.09% at December 31, 2025. Nonaccrual loans decreased $59.5 million from December 31, 2025 to June 30, 2026 driven by active portfolio management. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 125.73% at June 30, 2026, compared to 109.26% at December 31, 2025. Total criticized and classified assets were $3.1 billion at June 30, 2026, a decrease of $9.3 million from December 31, 2025. Other classified assets include investment securities that fell below investment grade rating totaling $8.0 million at June 30, 2026, compared to $20.6 million at December 31, 2025. Allowance for Credit Losses on Loans and Unfunded Commitments Net charge-offs on loans totaled $32.2 million during the three months ended June 30, 2026, compared to $26.5 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 June 30, 2026 and 2025, respectively. Annualized, net charge-offs to average loans excluding PCD loans were 0.22% for the three months ended June 30, 2026 and 2025. Net charge-offs on loans totaled $64.3 million during the six months ended June 30, 2026, compared to $48.1 million for the same period in 2025. Annualized, net charge-offs to average loans were 0.26% and 0.24% for the six months ended June 30, 2026 and 68 2025, respectively. Annualized, net charge-offs to average loans excluding PCD loans were 0.20% and 0.22% for the six months ended June 30, 2026 and 2025, respectively. 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 $580.5 million at June 30, 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 $31.5 million at June 30, 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 69 changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve. In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing trends in interest rates including: • adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities; • changing product pricing strategies; • modifying characteristics of the investment securities portfolio; or • using derivative financial instruments, to a limited degree. A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of various possible interest rate scenarios on projected net interest income. The model measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and 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. 70 The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon based on the asset/liability model at June 30, 2026 and 2025: Immediate Rate Decrease June 30, 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 June 30, 2026 Projected interest income: Money market, other interest earning investments, and investment securities $ 1,109,848 $ 1,238,634 $ 1,357,507 $ 1,456,384 $ 1,443,976 $ 1,504,576 $ 1,557,413 $ 1,605,770 Loans 4,047,985 4,692,508 5,332,672 6,165,980 5,980,093 6,609,127 7,222,104 7,829,016 Total interest income 5,157,833 5,931,142 6,690,179 7,622,364 7,424,069 8,113,703 8,779,517 9,434,786 Projected interest expense: Deposits 344,070 688,920 1,147,061 1,806,555 1,653,444 2,114,296 2,575,150 3,036,004 Borrowings 431,368 616,752 803,511 1,054,863 1,004,985 1,207,343 1,410,025 1,612,728 Total interest expense 775,438 1,305,672 1,950,572 2,861,418 2,658,429 3,321,639 3,985,175 4,648,732 Net interest income $ 4,382,395 $ 4,625,470 $ 4,739,607 $ 4,760,946 $ 4,765,640 $ 4,792,064 $ 4,794,342 $ 4,786,054 Change from base $ (383,245) $ (140,170) $ (26,033) $ (4,694) $ 26,424 $ 28,702 $ 20,414 % change from base (8.04) % (2.94) % (0.55) % (0.10) % 0.55 % 0.60 % 0.43 % Immediate Rate Decrease June 30, 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 June 30, 2025 Projected interest income: Money market, other interest earning investments, and investment securities $ 1,003,247 $ 1,124,051 $ 1,234,492 $ 1,291,913 $ 1,320,324 $ 1,378,486 $ 1,428,001 $ 1,475,967 Loans 3,876,868 4,538,232 5,169,325 5,326,771 5,761,516 6,320,235 6,866,992 7,409,983 Total interest income 4,880,115 5,662,283 6,403,817 6,618,684 7,081,840 7,698,721 8,294,993 8,885,950 Projected interest expense: Deposits 544,860 959,639 1,396,607 1,487,928 1,860,933 2,332,488 2,777,697 3,222,907 Borrowings 469,089 606,475 749,830 800,724 916,315 1,086,951 1,257,876 1,428,853 Total interest expense 1,013,949 1,566,114 2,146,437 2,288,652 2,777,248 3,419,439 4,035,573 4,651,760 Net interest income $ 3,866,166 $ 4,096,169 $ 4,257,380 $ 4,330,032 $ 4,304,592 $ 4,279,282 $ 4,259,420 $ 4,234,190 Change from base $ (438,426) $ (208,423) $ (47,212) $ 25,440 $ (25,310) $ (45,172) $ (70,402) % change from base (10.19) % (4.84) % (1.10) % 0.59 % (0.59) % (1.05) % (1.64) % 71 The following table illustrates the upper bound, Federal Funds Rate assumed in the simulation above at June 30, 2026 and 2025: June 30, 2026 June 30, 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 liability position with a fair value loss of $11.0 million at June 30, 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 May 28, 2026, 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. 72 A maturity schedule for Old National Bank’s time deposits is shown in the following table at June 30, 2026. (dollars in thousands) Maturity Bucket Amount Rate 2026 $ 6,888,508 4.07 % 2027 3,421,506 3.60 2028 94,413 2.80 2029 40,133 2.44 2030 21,643 4.06 2031 and beyond 24,923 3.52 Total $ 10,491,126 3.90 % 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 June 30, 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 June 30, 2026, Old National and its subsidiaries had the following availability of liquid funds and borrowings: (dollars in thousands) June 30, 2026 Available liquid funds: Cash and due from banks $ 1,768,180 Unencumbered government-issued debt securities 6,360,336 Unencumbered investment grade municipal securities 101,310 Unencumbered corporate securities 31,618 Availability of borrowings*: Amount available from Federal Reserve discount window 4,356,933 Amount available from Federal Home Loan Bank 8,245,763 Total available funds $ 20,864,140 * 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 June 30, 2026, Old National Bancorp’s other borrowings outstanding were $799.5 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. 73 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. 74 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) 04/01/26 - 04/30/26 1,391,509 $ 23.42 1,007,630 $ 359,453,405 05/01/26 - 05/31/26 2,716,500 24.12 2,715,832 293,945,068 06/01/26 - 06/30/26 700,542 24.72 700,120 276,639,779 Total 4,808,551 $ 24.00 4,423,582 $ 276,639,779 (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) 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 June 30, 2026. 75 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). 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from Old National’s Form 10-Q Report for the quarterly period ended June 30, 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 June 30, 2026, formatted in inline XBRL and contained in Exhibit 101. 76 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: July 29, 2026 77