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What changed in OLD NATIONAL BANCORP /IN/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OLD NATIONAL BANCORP /IN/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+305 added−323 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-19)

Top changes in OLD NATIONAL BANCORP /IN/'s 2025 10-K

305 paragraphs added · 323 removed · 246 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+18 added−25 removed116 unchanged
Biggest changePaul-Bloomington, MN-WI 8.8 122.1 1.1 2.0 96,855 8.5 Indianapolis-Carmel-Anderson, IN 5.2 100.9 3.7 4.2 79,724 10.7 Milwaukee-Waukesha, WI 3.5 235.4 (0.9) 0.5 74,222 8.4 Nashville-Davidson-Murfreesboro-Franklin, TN 2.4 137.7 6.9 5.6 85,166 10.8 Madison, WI 2.4 87.3 3.5 4.4 90,224 9.3 Bloomington, IN 2.1 166.7 (0.1) 1.0 67,992 11.5 National average 1.9 2.4 78,770 8.8 Weighted average total Old National Bank (0.2) 1.1 79,941 7.7 Source: S&P Global Market Intelligence.
Biggest changePaul-Bloomington, MN-WI 15.0 182.7 2.6 2.3 105,075 10.6 Evansville, IN 9.9 363.7 0.9 0.6 74,892 12.3 Indianapolis-Carmel-Anderson, IN 4.1 108.0 5.3 3.4 87,303 11.8 Milwaukee-Waukesha, WI 2.5 227.2 (0.1) 0.2 84,352 12.3 Madison, WI 2.2 108.4 5.3 3.8 81,438 7.9 National average 3.5 2.6 86,867 11.3 Weighted average total Old National Bank 1.2 1.1 88,447 11.3 Source: S&P Global Market Intelligence.
In addition, bank holding companies that qualify and elect to be financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve), without prior approval of the Federal Reserve.
In addition, bank holding companies that qualify and elect to be financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal 7 Reserve), without prior approval of the Federal Reserve.
AVAILABLE INFORMATION All reports filed electronically by Old National with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, other information and amendments to those reports filed or furnished (as applicable), are accessible at no cost on Old National’s website at www.oldnational.com as soon as reasonably practicable after the electronic submission of such materials to the 16 SEC.
AVAILABLE INFORMATION All reports filed electronically by Old National with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, other information and amendments to those reports filed or furnished (as applicable), are accessible at no cost on Old National’s website at www.oldnational.com as soon as reasonably practicable after the electronic submission of such materials to the SEC.
Under this guidance, financial institutions must review their compensation programs to ensure that they: (i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors.
Under this guidance, financial 13 institutions must review their compensation programs to ensure that they: (i) provide employees with incentives that appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective controls and risk management, and (iii) are supported by strong corporate governance, including active and effective oversight by the banking organization’s board of directors.
A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing market areas. The FDIA’s prompt corrective action provisions apply only to depository institutions, and not to bank holding companies.
A depository institution that is adequately capitalized and accepts brokered deposits under a waiver 11 from the FDIC may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing market areas. The FDIA’s prompt corrective action provisions apply only to depository institutions, and not to bank holding companies.
Under OCC regulations, national banks generally may not declare a dividend in excess of the bank’s undivided profits or, absent OCC approval, if the total amount of dividends declared by the national bank in any calendar year exceeds the total 12 of the national bank’s retained net income year-to-date combined with its retained net income for the preceding two years.
Under OCC regulations, national banks generally may not declare a dividend in excess of the bank’s undivided profits or, absent OCC approval, if the total amount of dividends declared by the national bank in any calendar year exceeds the total of the national bank’s retained net income year-to-date combined with its retained net income for the preceding two years.
The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practices. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low-income and moderate-income individuals and small businesses in those communities.
The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practices. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low-income and 12 moderate-income individuals and small businesses in those communities.
If, after being so notified, the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the agency must issue an order directing corrective actions and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of FDIA.
If, after being so notified, the institution fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the agency must issue an order directing corrective actions and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the 14 “prompt corrective action” provisions of FDIA.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or 13 unsound condition to continue operations, or violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.
As a member of the FHLBI, Old National Bank is required to acquire and hold a minimum amount of shares of capital stock of the FHLBI based on, among other things, the amounts of 15 residential mortgage loans and mortgage-backed securities held by Old National Bank, outstanding borrowings from the FHLBI and the outstanding principal balance of “Acquired Member Assets”, as defined by the FHLBI.
As a member of the FHLBI, Old National Bank is required to acquire and hold a minimum amount of shares of capital stock of the FHLBI based on, among other things, the amounts of residential mortgage loans and mortgage-backed securities held by Old National Bank, outstanding borrowings from the FHLBI and the outstanding principal balance of “Acquired Member Assets”, as defined by the FHLBI.
As a national bank, Old National Bank is subject to primary regulation, supervision, and examination by the OCC. 7 Bank Holding Company Regulation. Generally, the BHC Act governs the acquisition and control of banks and non-banking companies by bank holding companies. The BHC Act also regulates the business activities of bank holding companies and their non-bank subsidiaries.
As a national bank, Old National Bank is subject to primary regulation, supervision, and examination by the OCC. Bank Holding Company Regulation. Generally, the BHC Act governs the acquisition and control of banks and non-banking companies by bank holding companies. The BHC Act also regulates the business activities of bank holding companies and their non-bank subsidiaries.
These rules require financial institutions to establish procedures for identifying and verifying the identity of clients seeking to open new accounts and monitoring these accounts on an ongoing basis to ensure that such accounts are not used for illegal purposes.
These rules require financial institutions to establish procedures for identifying and 8 verifying the identity of clients seeking to open new accounts and monitoring these accounts on an ongoing basis to ensure that such accounts are not used for illegal purposes.
These rules implement the Basel III framework set forth by the Basel Committee on 10 Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
These rules implement the Basel III framework set forth by the Basel Committee on Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to 8 maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment. Financial Privacy.
In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment. Financial Privacy.
As of December 31, 2024, Old National Bank was in compliance with the minimum stock ownership requirement. Enhanced Prudential Standards. The Dodd-Frank Act, as amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (“EGRRCPA”), directs the Federal Reserve to monitor emerging risks to financial stability and enact enhanced supervision and prudential standards.
As of December 31, 2025, Old National Bank was in compliance with the minimum stock ownership requirement. Enhanced Prudential Standards. The Dodd-Frank Act, as amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 (“EGRRCPA”), directs the Federal Reserve to monitor emerging risks to financial stability and enact enhanced supervision and prudential standards.
We have continued to expand our footprint through strategic mergers and acquisitions, and we are now the sixth largest bank headquartered in the Midwest by assets. The following table reflects information on the top areas we currently serve.
We have continued to expand our footprint in the Midwest and Southeast regions through strategic mergers and acquisitions, and we are now the sixth largest bank headquartered in the Midwest by assets. The following table reflects information on the top areas we currently serve.
In addition, several states in which the Company operates have enacted or proposed statutes or regulations addressing climate change and other ESG issues. For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks.
Several states in which the Company operates have enacted or proposed statutes or regulations addressing climate change and other ESG issues. For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures beginning in 2026, including but not limited to greenhouse gas emissions data and climate-related risks.
Deposit data as of June 30, 2024. STRATEGIC TRANSACTIONS Since forming our holding company in 1982, we have acquired over 50 financial institutions and other financial services businesses.
Deposit data as of June 30, 2025. STRATEGIC TRANSACTIONS Since forming our holding company in 1982, we have acquired over 50 financial institutions and other financial services businesses.
As of December 31, 2024, Old National Bank’s capital ratios were all in excess of the minimum requirements for “well-capitalized” status under such rules.
As of December 31, 2025, Old National Bank’s capital ratios were all in excess of the minimum requirements for “well-capitalized” status under such rules.
The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.
The special assessments were to be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.
Old National team members consistently strive to make a positive difference in the communities we serve. Old National team members actively share their talents in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment.
Old National team members consistently strive to make a positive difference in the communities we serve, sharing their talents through volunteer activities in education, economic development, human and health services, and community reinvestment.
The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States.
The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through Old National Bank and our non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States.
THE BANK Old National Bank traces its roots to 1834 and at December 31, 2024, operated 280 banking centers located primarily throughout the Midwestern and Southeastern United States, including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, North Carolina, Tennessee, and Wisconsin.
THE BANK Old National Bank traces its roots to 1834 and at December 31, 2025, operated 346 banking centers located primarily throughout the Midwestern and Southeastern United States, including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, North Carolina, North Dakota, Tennessee, and Wisconsin.
BUSINESS COMPANY PROFILE Old National Bancorp, the financial holding company of Old National Bank, our wholly owned banking subsidiary (“Old National Bank”), is incorporated in the state of Indiana, is the sixth largest Midwestern-headquartered bank by asset size with consolidated assets of $53.6 billion at December 31, 2024, and ranks among the top 30 banking companies headquartered in the United States.
BUSINESS COMPANY PROFILE Old National Bancorp, the financial holding company of Old National Bank, our wholly owned banking subsidiary (“Old National Bank”), is incorporated in the state of Indiana, is the sixth largest Midwestern-headquartered bank by asset size with consolidated assets of $72.2 billion at December 31, 2025, and ranks among the top 25 banking companies headquartered in the United States.
The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment.
The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. As of September 30, 2025, the FDIC’s estimate of the total loss to be recovered through the special assessment was $16.7 billion.
Each of the banking centers of Old National Bank provides a group of similar community banking services, including such products and services as commercial, real estate, and consumer loans; deposits; and private banking, capital markets, brokerage, wealth management, trust, and investment advisory services. We earn interest income on loans as well as fee income from the origination of loans.
Each of the banking centers of Old National Bank provides a group of similar community banking services, including such products and services as commercial, real estate, and consumer loans; deposits; and private banking, capital markets, brokerage, wealth management, trust, and investment advisory services.
In recent years, federal, state, and international lawmakers and regulators have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures, and practices in connection with climate change and other environmental, social, and governance (“ESG”) matters.
In recent years, certain lawmakers and regulators in and outside the United States have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures, and practices in connection with climate change and other environmental, social, and governance (“ESG”) matters.
Old National assesses possible mergers, acquisitions, and divestitures based on a disciplined financial evaluation process and expects that future mergers, acquisitions, and divestitures will be consistent with our existing basic banking strategy, which focuses on community banking, client relationships, and consistent quality earnings. Targeted geographic markets for mergers and acquisitions include markets with average to above average growth rates.
Old National assesses possible mergers, acquisitions, and divestitures based on a disciplined financial evaluation process and expects that future mergers, acquisitions, and divestitures will be consistent with our existing basic banking strategy, which focuses on community banking, client relationships, and consistent quality earnings.
A large majority of the deposits of Old National Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) which is administered by the FDIC.
Old National Bank received a rating of “satisfactory” in its latest CRA examination. Deposit Insurance . A large majority of the deposits of Old National Bank are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) which is administered by the FDIC.
However, the revised capital requirements of the proposed rule would not apply to the Company or Old National Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.
The revised capital requirements of the proposed rule would not apply to the Company or Old National Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements. The federal banking regulators have indicated that they expect to issue a revised proposal. Prompt Corrective Action .
As a “non-advanced approaches” firm under the Basel III Capital Rules, the Company is subject to rules that provide for simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carry backs, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital.
As a “non-advanced approaches” firm under the Basel III Capital Rules, the Company is subject to rules that provide for simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carry backs, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital. 10 The Company and Old National Bank, as non-advanced approaches banking organizations under the Basel III Capital Rules, made a one-time permanent election to exclude the effects of certain AOCI items included in shareholders’ equity under GAAP in determining regulatory capital ratios.
Team members with 25 hours or more of service each year are recognized annually by executive management. AREAS SERVED Since our founding, Old National has focused on community and commercial banking by building long-term, highly valued partnerships with clients in our Midwest and Southeast regions.
Under that program, team members logged approximately 67,700 volunteer hours during 2025 in support of nearly 2,700 organizations, and team members with 25 hours or more of service each year are recognized annually by executive management. AREAS SERVED Since our founding, Old National has focused on community and commercial banking by building long-term, highly valued partnerships with our clients.
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.
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.
Failure to comply with consumer protection requirements may also result in failure to obtain any required bank regulatory approval for merger or acquisition transactions or prohibit such transactions even if approval is not required. 9 In addition, the CFPB has a broad mandate to prohibit unfair, deceptive or abusive acts and practices, is specifically empowered to require certain disclosures to consumers and draft model disclosure forms and is responsible for making rules and regulations under the federal consumer protection laws relating to financial products and services.
In addition, the CFPB has a broad mandate to prohibit unfair, deceptive, or abusive acts and practices, is specifically empowered to require certain disclosures to consumers and draft model disclosure forms and is responsible for making rules and regulations under the federal consumer protection laws relating to financial products and services.
On July 27, 2023, the federal banking regulators proposed revisions to the Basel III Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Basel III Capital Rules. The proposal introduces revised credit risk, equity risk, operational risk, credit valuation adjustment risk, and market risk requirements, among other changes.
On July 27, 2023, the federal banking regulators proposed revisions to the Basel III Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Basel III Capital Rules.
The CFPB may also institute a civil action against an entity in violation of federal consumer financial laws in order to impose a civil money penalty or injunction. Banking regulators take into account compliance with consumer protection laws when considering approval of a proposed acquisition transaction.
The CFPB may also institute a civil action against an entity in violation of federal consumer financial laws in order to impose a civil money penalty or injunction.
The Federal Home Loan Bank System provides a central credit facility primarily for member institutions.
Old National Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions.
Future Legislation and Regulation. In addition to the specific legislation and regulations described above, various laws and regulations are being considered by federal and state governments and regulatory agencies.
The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities. 15 Future Legislation and Regulation. In addition to the specific legislation and regulations described above, various laws and regulations are being considered by federal and state governments and regulatory agencies.
Metropolitan Statistical Area Deposits as a Percent of Old National Bank Franchise (%) Deposits Per Branch ($M) 2020-2025 Population Change (%) 2025-2030 Projected Population Change (%) 2025 Median Household Income ($) 2025-2030 Projected Household Income Change (%) Chicago-Naperville-Elgin, IL-IN-WI 40.4 183.8 (2.4) (0.7) 86,627 6.3 Evansville, IN-KY 10.4 281.5 1.1 2.2 68,976 8.0 Minneapolis-St.
Metropolitan Statistical Area Deposits as a Percent of Old National Bank Franchise (%) Deposits Per Branch ($M) 2020-2026 Population Change (%) 2026-2031 Projected Population Change (%) 2026 Median Household Income ($) 2026-2031 Projected Household Income Change (%) Chicago-Naperville-Elgin, IL-IN-WI 32.8 202.4 (0.2) 0.5 97,107 13.1 Minneapolis-St.
For banks with at least $10 billion and less than $250 billion in total assets, which currently includes Old National Bank, compliance with the rule’s requirements is required beginning on April 1, 2027. On the same day the final rule was released, certain industry participants filed a complaint against the CFPB challenging the final rule.
For banks with at least $10 billion and less than $250 billion in total assets, which currently includes Old National Bank, compliance with the rule’s requirements is required beginning on April 1, 2027. The rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule.
If the institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties and cease and desist orders. Federal Home Loan Bank System. Old National Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks.
If the institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties and cease and desist orders.
This partnership strengthens Old National’s Nashville, Tennessee presence and adds several new high-growth markets. At the closing of the transaction, CapStar contributed $3.1 billion in total assets, $2.1 billion in total loans, and $2.6 billion in total deposits.
On April 1, 2024, Old National completed its acquisition of CapStar and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction. This partnership strengthened Old National’s Nashville, Tennessee presence and added several new high-growth markets. At closing, CapStar contributed $3.1 billion in total assets, $2.1 billion in total loans, and $2.6 billion in total deposits.
The Federal Reserve has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal. 11 Prompt Corrective Action . The Federal Deposit Insurance Act (the “FDIA”) requires the federal banking agencies to take “prompt corrective action” for depository institutions that do not meet the minimum capital requirements described above.
The Federal Deposit Insurance Act (the “FDIA”) requires the federal banking agencies to take “prompt corrective action” for depository institutions that do not meet the minimum capital requirements described above.
Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation. 14 During 2016, the federal bank regulatory agencies and the SEC proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion of total assets (including the Company and Old National Bank).
During 2016, the federal bank regulatory agencies and the SEC proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion of total assets (including the Company and Old National Bank). These proposed rules have not been finalized.
We have a program that allows 5 each team member to be paid up to 24 hours per year, with supervisory approval, to volunteer for activities in their community during normal work hours. Under that program, team members logged approximately 67,700 volunteer hours during 2024 in support of more than 2,700 organizations.
We offer a program that allows each team member to be paid up to 24 hours per year to volunteer for activities in their community during normal work hours.
The FDIC has required IDIs with more than $50 billion in total consolidated assets to submit to the FDIC periodic plans for resolution in the event of the institution’s failure. On June 20, 2024, the FDIC finalized amendments to the resolution planning requirements for IDIs with $50 billion or more in total assets.
The Company’s total consolidated assets surpassed $50 billion in 2024 but it already maintains a risk committee that performs these functions. Resolution Planning. The FDIC has required IDIs with more than $50 billion in total consolidated assets to submit to the FDIC periodic plans for resolution in the event of the institution’s failure.
Deposit accounts include products such as noninterest-bearing demand, interest-bearing checking and NOW, savings and money market, and time deposits. Debit and ATM cards provide clients with access to their accounts 24 hours a day at any ATM location. We also provide 24-hour telephone access and online banking as well as other electronic and mobile banking services.
Debit and ATM cards provide clients with access to their accounts 24 hours a day at any ATM location. We also provide 24-hour telephone access and online banking as well as other electronic and mobile banking services. In addition to providing lending and deposit services, we offer comprehensive wealth management, trust, investment advisory, brokerage, and foreign currency services.
The amendments require IDIs with between $50 billion and $100 billion in assets to submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years. The final rule became effective October 1, 2024, and Old National Bank’s first submission under the revised rule is due April 1, 2026. Volcker Rule.
On June 20, 2024, the FDIC finalized amendments to the resolution planning requirements for IDIs with $50 billion or more in total assets. The amendments require IDIs with between $50 billion and $100 billion in assets to submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years.
In addition to providing lending and deposit services, we offer comprehensive wealth management, trust, investment advisory, brokerage, and foreign currency services. For businesses, we provide treasury management, merchant, and capital markets services as well as community development lending and equity investment solutions intended to produce jobs and revitalize our communities.
For businesses, we provide treasury management, merchant, and capital markets services as well as community development lending and equity investment solutions intended to produce jobs and revitalize our communities. HUMAN CAPITAL RESOURCES At December 31, 2025, we employed 4,971 full‑time equivalent team members.
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. We strive to serve individuals and commercial clients by providing depository services that fit their needs at competitive rates. We pay interest on interest-bearing deposits and receive service fee revenue on various accounts.
We strive to serve individuals and commercial clients by providing depository services that fit their needs at competitive rates. We pay interest on interest-bearing deposits and receive service fee revenue on various accounts. Deposit accounts include products such as noninterest-bearing demand, interest-bearing checking and NOW, savings and money market, and time deposits.
Our strong, comprehensive benefits package includes health insurance and wellness coverages, a retirement plan with company matching contributions, other welfare plan coverages, paid time off, and paid leave benefits. In addition to our standard benefits, our team members have access to dedicated healthcare clinics and alternative work schedules for parental leave.
Old National provides a competitive total rewards package that includes base pay, incentive opportunities, and comprehensive benefits. Our benefits package includes health insurance and wellness coverages, a retirement plan with company matching contributions, other welfare plan coverages, paid time off, and paid leave benefits.
These actions resulted in pre-tax charges of $26.8 million in 2022 and $1.6 million in 2023 recorded in noninterest expense that are associated with valuation adjustments related to these locations. COMPETITION The banking industry and related financial service providers operate in a highly competitive market.
COMPETITION The banking industry and related financial service providers operate in a highly competitive market.
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HUMAN CAPITAL RESOURCES At December 31, 2024, we employed 4,066 full-time equivalent team members. Old National provides professional development opportunities to team members and seeks to improve retention, development, and job satisfaction of team members by providing career skills training, peer mentoring, and opportunities to interact with senior leaders.
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We earn interest income on loans as well as fee income from the origination of loans and from providing other services to our clients.
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Our Structured Leadership Development Programs, Associate and Community Engagement Teams, Impact Networks, and the ONUniversity training and development center are among the many programs designed to drive Old National employee development and engagement. To attract and retain our group of skilled team members, Old National provides a competitive total rewards package, which includes base pay, incentive opportunities, and benefits.
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Attracting, developing, and retaining top talent is a strategic priority supported by integrated talent and succession planning, structured hiring practices, comprehensive total rewards, and meaningful growth opportunities.
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On February 15, 2022, Old National completed its merger of equals transaction with First Midwest pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock transaction.
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We provide professional development programs—including career skills training, peer mentoring, and opportunities to engage with senior leaders—along with structured leadership development programs, associate and community engagement teams, impact networks, and other learning and development programs to support team member development, engagement, and job satisfaction.
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The merger of equals of Old National and First Midwest partnered two highly compatible organizations with over 270 combined years of service and a shared relationship banking focus, consistent business models and credit cultures, and an unwavering commitment to community.
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To support team member health and well‑being, Old National offers medical programs designed to enhance access to quality care. Team members have access to mental well‑being resources, including mindfulness tools and traditional Employee Assistance Program services.
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The combined organization has operations in six of the largest Midwestern metropolitan areas, strong commercial banking capabilities, a robust retail footprint, a significant wealth management platform, and an enhanced ability to attract top talent and deliver superior financial performance. 6 On April 1, 2024, Old National completed its acquisition of CapStar and its wholly owned subsidiary, CapStar Bank, in an all-stock transaction.
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Our medical benefits also include specialized support for complex health conditions, such as access to nationally recognized centers of excellence and condition‑specific care solutions. 5 Additionally, team members in certain areas have access to employer‑sponsored healthcare clinics that provide convenient primary and preventive care.
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On November 25, 2024, Old National entered into a definitive merger agreement pursuant to which Old National will acquire Bremer and its wholly owned subsidiary, Bremer Bank, National Association. As of December 31, 2024, Bremer had $16.5 billion in total assets, $11.8 billion in total loans, and $13.2 billion in deposits.
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Targeted geographic markets for mergers and acquisitions include markets with average to above average growth rates within our general footprint.
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Under the terms of the definitive merger agreement, each outstanding share of Bremer common stock will be converted into the right to receive 4.182 shares of Old National common stock plus $26.22 in cash, valuing the transaction at approximately $1.4 billion, or $116.76 per share, based on Old National’s closing stock price on November 22, 2024.
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On May 1, 2025, Old National completed its acquisition of Bremer and its wholly owned subsidiary, Bremer Bank, National Association. At closing, Bremer contributed approximately $16.3 billion of total assets, $11.1 billion of 6 total loans, and $12.9 billion of deposits. This partnership solidified our position in Minnesota while adding attractive funding in North Dakota.
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The transaction value is likely to change until closing due to fluctuations in the price of Old National common stock. The definitive merger agreement has been unanimously approved by the Boards of Directors of Bremer and Old National. The transaction is subject to customary closing conditions and regulatory approvals, including the approval of Bremer shareholders.
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Failure to comply with consumer protection requirements may also result in failure to obtain any required bank regulatory approval for merger or acquisition transactions or prohibit such transactions even if approval is not required.
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The transaction is anticipated to close in the middle of 2025. Divestitures On November 18, 2022, Old National Bank completed the sale of Old National’s business of acting as a qualified custodian for, and administering, health savings accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and deposit accounts.
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During 2025, the CFPB initiated a reduction of its staff by over 80%. The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending federal court en banc rehearing of the case. The resulting 9 impact of these developments on our business is uncertain at this time.
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At closing, the health savings accounts held in deposit accounts that were transferred totaled approximately $382 million, and the transaction resulted in a $90.7 million pre-tax gain in 2022.
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State regulators and state attorneys general may increase regulatory, investigative, and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision, and enforcement of consumer protection laws by federal regulators. Interchange Fees.
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During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the closure and consolidation of certain branches as well as other real estate repositioning across our footprint.
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In December 2025, the FDIC reduced the rate at which the assessment is collected for the eighth quarter of the collection period, with an invoice payment date of March 30, 2026, from 3.36 basis points to 2.97 basis points. The special assessments are tax deductible.
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This legal challenge may delay or halt the final rule’s implementation. On December 12, 2024, the CFPB finalized a rule that significantly reforms the regulatory framework governing overdraft practices applicable to banks such as Old National Bank that have more than $10 billion in assets. The rule will become effective on October 1, 2025.
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During the year ended December 31, 2025, Old National reduced the previously accrued FDIC special assessment by $3.0 million as the FDIC continues to adjust and refine its estimate of assessed losses. Depositor Preference .
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The rule modifies or eliminates several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices. The rule also generally requires banks to restructure many overdraft fees, overdraft lines of credit, and other overdraft practices as separate consumer credit accounts that would be subject to those requirements.
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Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.
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These changes to the regulatory framework could result in Old National Bank, among other things, facing higher compliance costs in charging overdraft fees, experiencing a decreased ability to recover amounts extended as overdraft protection, reducing the availability of overdraft protection, and/or charging lower overdraft fees.
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In December 2025, the OCC proposed to raise the threshold above which certain of its safety and soundness standards, known as “Heightened Standards,” apply—from $50 billion to $700 billion in total consolidated assets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAcquisitions and mergers involve a number of other expenses and risks, including: • the time and costs associated with identifying potential new markets, as well as acquisition and merger targets; • the accuracy of the estimates and judgments used to evaluate credit, operations, management, and market risks with respect to the target institution; • the time and costs of evaluating entry into new markets where we lack experience, hiring experienced local management, opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion; • our ability to finance an acquisition or merger and possible dilution to our existing shareholders; • the diversion of our management’s attention to the negotiation and execution of a transaction, and the integration of the operations and personnel of the combined businesses; • the introduction of new products and services into our business; • the incurrence and possible impairment of goodwill or other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations; • closing delays and increased expenses related to the resolution of lawsuits filed by shareholders of target institutions; and • the risk of loss of key employees and clients. 18 Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition or merger could have a material adverse effect on the Company's financial condition and results of operations.
Biggest changeIn addition, mergers and acquisitions may involve the payment of a premium over book and market values and, therefore, some dilution of the Company's tangible book value and net income per common share may occur in connection with any future transaction. 17 Acquisitions and mergers involve a number of other expenses and risks, including: • the time and costs associated with identifying potential new markets, as well as acquisition and merger targets; • the accuracy of the estimates and judgments used to evaluate credit, operations, management, and market risks with respect to the target institution; • the time and costs of evaluating entry into new markets where we lack experience, hiring experienced local management, opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion; • our ability to finance an acquisition or merger and possible dilution to our existing shareholders; • the diversion of our management’s attention to the negotiation and execution of a transaction, and the integration of the operations and personnel of the combined businesses; • the introduction of new products and services into our business; • the incurrence and possible impairment of goodwill or other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations; • closing delays and increased expenses related to the resolution of lawsuits filed by shareholders of target institutions; and • the risk of loss of key employees and clients.
We could experience increased expenses resulting from strategic planning, litigation, and technology and market changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced investor and stakeholder confidence due to our actual or perceived action, or inaction, in response to climate change and our climate change strategy, which, in turn, could have a material negative impact on our business, results of operations, and financial condition.
We could experience increased expenses resulting from strategic planning, litigation, and technology and market changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced investor and stakeholder confidence due to our actual or perceived action, or inaction, in response to climate change, which, in turn, could have a material negative impact on our business, results of operations, and financial condition.
The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company's business, financial condition, results of operations, and liquidity. 28 Old National’s reported financial condition and results of operations depend on management’s selection of accounting methods and require management to make estimates about matters that are uncertain.
The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company's business, financial condition, results of operations, and liquidity. Old National’s reported financial condition and results of operations depend on management’s selection of accounting methods and require management to make estimates about matters that are uncertain.
Although the Company has adopted policies and procedures designed to comply with these laws, rules, and regulations, any failure to comply with these laws, rules, and regulations, or to maintain an adequate compliance program, could result in significant fines, penalties, lawsuits, regulatory sanctions, reputational damage, or restrictions on our business. We have risk related to legal proceedings.
Although the Company has adopted policies and procedures designed to comply with these laws, rules, and regulations, any failure to comply with these laws, rules, and regulations, or to 29 maintain an adequate compliance program, could result in significant fines, penalties, lawsuits, regulatory sanctions, reputational damage, or restrictions on our business. We have risk related to legal proceedings.
The Company may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity. If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.
The Company may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity. 23 If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.
Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government's debt limit may increase the possibility of a default by the U.S. 17 government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States.
Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government's debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States.
When market interest rates decline, such as during the end of 2024, Old National has experienced, and could in the future experience, fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets. Sharp fluctuations in interest rates could exacerbate these risks.
When market interest rates decline, such as during the end of 2024 and end of 2025, Old National has experienced, and could in the future experience, fixed-rate loan prepayments and higher investment portfolio cash flows, resulting in a lower yield on earning assets. Sharp fluctuations in interest rates could exacerbate these risks.
Different assumptions could have resulted in significant changes in valuation, which in turn could have a material adverse effect on our financial condition and results of operations. Old National operates in an extremely competitive market, and Old National’s business will suffer if Old National is unable to compete effectively.
Different assumptions and data could have resulted in significant changes in valuation, which in turn could have a material adverse effect on our financial condition and results of operations. Old National operates in an extremely competitive market, and Old National’s business will suffer if Old National is unable to compete effectively.
Old National has established detailed policies and control procedures with respect to these critical accounting estimates. However, because of the uncertainty surrounding judgments and the estimates pertaining to these matters, Old National could be required to adjust accounting policies or restate prior period financial statements if those judgments and estimates prove to be incorrect.
Old National has established detailed policies and control procedures with respect to these critical accounting estimates. However, because of the uncertainty surrounding judgments and the estimates pertaining to these matters, Old National could be required to adjust 28 accounting policies or restate prior period financial statements if those judgments and estimates prove to be incorrect.
In some cases, Old National could be required to retroactively apply a new or revised standard, resulting in changes to previously reported financial results. 30 If Old National fails to meet regulatory capital requirements, which may require heightened capital levels, we may be forced to raise capital or sell assets.
In some cases, Old National could be required to retroactively apply a new or revised standard, resulting in changes to previously reported financial results. If Old National fails to meet regulatory capital requirements, which may require heightened capital levels, we may be forced to raise capital or sell assets.
Our largest fraud risk, associated with the origination of loans, includes the intentional misstatement of information in property appraisals or other underwriting documentation provided to us by third parties. Compliance risk is the risk that loans are not originated in compliance with applicable laws and regulations and our standards.
Our largest fraud risk, associated with the origination of loans, includes the intentional misstatement of information in property appraisals or other underwriting documentation provided to us by third parties. Compliance 30 risk is the risk that loans are not originated in compliance with applicable laws and regulations and our standards.
Adverse changes in the economy may also have a negative effect on the ability of Old National’s borrowers to make timely repayments of their loans, which would have an adverse impact on Old National’s earnings. In recent years, there have been significant changes in inflation and interest rates.
Adverse changes in the economy 16 may also have a negative effect on the ability of Old National’s borrowers to make timely repayments of their loans, which would have an adverse impact on Old National’s earnings. In recent years, there have been significant changes in inflation and interest rates.
Even if not directed at the Company or its subsidiaries specifically, attacks on other entities with whom we do business or on whom we otherwise rely or attacks on financial or other institutions important to the overall functioning of the financial system could adversely affect, directly or indirectly, aspects of our business.
Even if not directed at the Company or its subsidiaries specifically, attacks on other entities with whom we do business or on whom we otherwise rely or attacks on financial or other institutions or infrastructure important to the overall functioning of the financial system could adversely affect, directly or indirectly, aspects of our business.
In addition, the following factors may cause the market price for shares of Old National’s Common Stock to fluctuate: • announcements of developments related to Old National’s business; • fluctuations in Old National’s results of operations; • sales or purchases of substantial amounts of Old National’s securities in the marketplace; • general conditions in the regions Old National serves or the global or national economy; • a shortfall or excess in revenues or earnings compared to securities analysts’ expectations; • changes in analysts’ recommendations or projections; • Old National’s announcement of new mergers, acquisitions, or other projects; and • negative news about the Company, the banking industry generally, or the financial services industry generally. 23 Changes in interest rates could adversely affect Old National’s results of operations and financial condition.
In addition, the following factors may cause the market price for shares of Old National’s Common Stock to fluctuate: • announcements of developments related to Old National’s business; • fluctuations in Old National’s results of operations; • sales or purchases of substantial amounts of Old National’s securities in the marketplace; • general conditions in the regions Old National serves or the global or national economy; • a shortfall or excess in revenues or earnings compared to securities analysts’ expectations; • changes in analysts’ recommendations or projections; • Old National’s announcement of new mergers, acquisitions, or other projects; and • negative news about the Company, the banking industry generally, or the financial services industry generally. 22 Changes in interest rates could adversely affect Old National’s results of operations and financial condition.
The total amount that the Company pays for funding costs is dependent, in part, on the Company’s ability to maintain or grow its deposits. If the Company is unable to sufficiently maintain or grow its deposits to meet liquidity 24 objectives, it may be subject to paying higher funding costs.
The total amount that the Company pays for funding costs is dependent, in part, on the Company’s ability to maintain or grow its deposits. If the Company is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be subject to paying higher funding costs.
These models are complex and reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances and require us to make judgments about the effect of matters that are inherently uncertain.
These models are complex and reflect assumptions and data that may not be accurate, particularly in times of market stress or other unforeseen circumstances and require us to make judgments about the effect of matters that are inherently uncertain.
Any system of controls and any system to reduce risk exposure, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
Any system of controls and any system to reduce 27 risk exposure, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
In fact, many other financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyberattacks, and/or malicious code, or by means of phishing attacks, social engineering and other means.
In fact, many other financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyberattacks, and/or malicious code, or by means of phishing attacks, deepfake-enabled attacks, social engineering, and other means.
ITEM 1A. RISK FACTORS There are a number of risks and uncertainties that could adversely affect Old National’s business, financial condition, results of operations or cash flows, and access to liquidity, thereby affecting an investment in our Common Stock. Strategic, Financial, and Reputational Risks Economic conditions have affected and could continue to adversely affect our revenues and profits.
ITEM 1A. RISK FACTORS There are a number of risks and uncertainties that could adversely affect Old National’s business, financial condition, results of operations or cash flows, and access to liquidity, thereby affecting an investment in our Common Stock. Strategic, Financial, and Competition Risks Economic conditions have affected and could continue to adversely affect our revenues and profits.
Regulatory changes may also make it easier for FinTechs to partner with banks and offer deposit products. Our ability to originate residential mortgage loans has also been 19 adversely affected by the increased competition resulting from the unprecedented involvement of the U.S. government and government-sponsored entities in the residential mortgage market.
Regulatory changes may also make it easier for FinTechs to partner with banks and offer deposit products. Our ability to originate residential mortgage loans has also been adversely affected by the increased competition resulting from the unprecedented involvement of the U.S. 18 government and government-sponsored entities in the residential mortgage market.
Upgrading the Company’s computer systems, software, and networks subjects the Company to the risk of disruptions, failures, or delays due to the complexity and interconnectedness of the Company’s computer systems, software, and networks.
Upgrading the Company’s computer systems, software, and networks subjects the Company to the risk of disruptions, failures, or delays due to the complexity and interconnectedness of the Company’s computer systems, 26 software, and networks.
Unrealized losses in our securities portfolio could affect liquidity. As market interest rates have increased, we have experienced unrealized losses on our available-for-sale securities portfolio. Unrealized losses related to available-for-sale securities are reflected in investment securities available-for-sale in our consolidated balance sheets and reduce the level of our book capital and tangible common equity.
Unrealized losses in our securities portfolio could affect liquidity. As market interest rates increased in 2022 and 2023, we have experienced unrealized losses on our available-for-sale securities portfolio. Unrealized losses related to available-for-sale securities are reflected in investment securities available-for-sale in our consolidated balance sheets and reduce the level of our book capital and tangible common equity.
For example, due to divergent stakeholder views regarding climate change, the Company’s reputation may be harmed due to stakeholder concerns about our practices related to climate change, the Company’s carbon footprint, and the Company’s decision to change or continue to maintain its business relationships with clients who operate in carbon-intensive industries.
For example, due to divergent stakeholder views regarding climate change, the Company’s reputation may be harmed because of stakeholder concerns about our practices related to climate change, the Company’s carbon footprint, and the Company’s decision to change or continue to maintain its business relationships with clients who operate in carbon-intensive industries.
The failure to properly upgrade or maintain these computer systems, software, and networks could result in greater susceptibility to cyber-attacks, particularly in light of the greater frequency and severity of attacks in recent years, as well as the growing prevalence of supply chain attacks affecting software and information service providers.
The failure to properly upgrade or maintain these computer systems, software, and networks could result in greater susceptibility to cyberattacks, particularly in light of the greater frequency and severity of attacks in recent years, as well as the growing prevalence of supply chain attacks affecting software and information service providers.
A negative public opinion of the Company and its business can result from any number of activities, including the Company’s lending practices, corporate governance and regulatory compliance, mergers and acquisitions, and ESG matters, and actions taken by regulators, community organizations, investors, and other stakeholders in response to these activities.
A negative public opinion of the Company and its business can result from any number of activities, including the Company’s lending practices, corporate governance and regulatory compliance, mergers and acquisitions, and corporate activities and initiatives, and actions taken by regulators, community organizations, investors, and other stakeholders in response to these activities.
Our inability to execute 20 on or achieve the anticipated outcomes of our strategic priorities may affect how the market perceives us and could impede our growth and profitability. Climate change could have a material negative impact on the Company and clients.
Our inability to execute on or achieve the anticipated outcomes of our strategic priorities may affect how the market perceives us and could impede our growth and profitability. Climate-related risks could have a material negative impact on the Company and clients.
At December 31, 2024, commercial real estate loans, including owner-occupied, investor, and real estate construction loans, totaled $16.3 billion, or 45%, of our total loan portfolio. Commercial real estate loans generally involve a greater degree of credit risk than residential mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy.
At December 31, 2025, commercial real estate loans, including owner-occupied, investor, and real estate construction loans, totaled $22.1 billion, or 45%, of our total loan portfolio. Commercial real estate loans generally involve a greater degree of credit risk than residential mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy.
In addition, we expect that we will remain subject to extensive regulation and supervision, and that the level of regulatory scrutiny may fluctuate over time, based on numerous factors, including the OCC’s heightened standards, which are now applicable to us, changes in U.S. presidential administrations or one or both houses of Congress and public sentiment regarding financial institutions (which can be influenced by scandals and other incidents that involve participants in the industry).
In addition, we expect that we will remain subject to extensive regulation and supervision, and that the level of regulatory scrutiny may fluctuate over time, based on numerous factors, including changes in U.S. presidential administrations or one or both houses of Congress and public sentiment regarding financial institutions (which can be influenced by scandals and other incidents that involve participants in the industry).
Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. The Company’s bank customers could withdraw their money and put it in alternative investments, causing the Company to lose a lower cost source of funding.
Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternatives, such as the stock market or payment stablecoins, as providing a better risk/return tradeoff or greater utility. The Company’s bank customers could withdraw their money and put it in alternative investments, causing the Company to lose a lower cost source of funding.
Like other U.S. financial services companies, the Company has been and expects to continue to be the target of cyber-attacks and other attempts to disrupt its operations.
Like other U.S. financial services companies, the Company has been and expects to continue to be the target of cyberattacks and other attempts to disrupt its operations.
Economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties, global military conflicts, pandemics, and global, national, and local responses to such events by governmental authorities and other third parties.
Economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties, including as to tariffs and trade policy, global military conflicts, pandemics, and global, national, and local responses to such events by governmental authorities and other third parties.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve clients and to reduce costs.
The financial services industry is continually undergoing rapid technological change, including with respect to development and implementation of artificial intelligence solutions, and with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve clients and to reduce costs.
Mergers and acquisitions may be delayed, impeded, or prohibited due to regulatory issues. Mergers and acquisitions by financial institutions, including by the Company, are subject to approval by a variety of federal and state regulatory agencies. The process for obtaining these required regulatory approvals is complex and involves a comprehensive application review process.
Mergers and acquisitions by financial institutions, including by the Company, are subject to approval by a variety of federal and state regulatory agencies. The process for obtaining these required regulatory approvals is complex and involves a comprehensive application review process.
In addition, we anticipate increased regulatory scrutiny, in the course of routine examinations and otherwise, and new regulations in response to recent negative developments in the banking industry, which may increase our cost of doing business and reduce our profitability.
In addition, negative developments in the banking industry can result in increased regulatory scrutiny, in the course of routine examinations and otherwise, and new regulations, which may increase our cost of doing business and reduce our profitability.
As cyber threats continue to evolve, including as a result of the increased use of artificial intelligence, we may be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks associated with implementing and integrating new systems.
As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks associated with implementing and integrating new systems.
As our reliance on technology systems and the connectivity of third parties (including contractors) and electronic devices to our systems increase, the potential risks of technology-related interruptions in our operations or the occurrence of cyber incidents also increase.
As our reliance on technology systems and the connectivity of third parties (including contractors) and electronic devices to our systems increase, the potential risks of technology-related interruptions in our operations or the occurrence of cyber incidents, including those resulting from the malicious introduction of destructive malware or ransomware, also increase.
While we may contractually limit our liability in connection with attacks against third party providers, Old National remains exposed to the risk of loss associated with such vendors.
While we may contractually limit our liability in connection with attacks against third party providers and also require these providers to maintain adequate insurance coverages, Old National remains exposed to the risk of loss associated with such vendors.
Old National is exposed to reputational risk. Old National’s reputation is a key asset to its business.
Old National is exposed to the risk of harm to its reputation. Old National’s reputation is a key asset to its business.
Under the terms of the Old National Preferred Stock, in the event that we do not declare and pay dividends on such Old National Preferred Stock for the most recent dividend period, we may not, with certain exceptions, declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of Common Stock or any other securities that rank junior to such Old National Preferred Stock.
Under the terms of the Old National Preferred Stock, in the event that we do not declare and pay dividends on such Old National Preferred Stock for the most recent dividend period, we may not, with certain exceptions, declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of Common Stock or any other securities that rank junior to such Old National Preferred Stock. 19 In the event that Old National Bank is unable to pay dividends to us, we in turn would likely have to reduce or stop paying dividends on our Common Stock.
If our security systems were penetrated or circumvented, it could cause serious negative consequences for us, including significant disruption of our operations, misappropriation of our confidential information or that of our clients, or damage our computers or systems and those of our clients and counterparties, and could result in violations of applicable privacy and other laws, financial loss to us or to our clients, loss of confidence in our security measures, client dissatisfaction, significant litigation exposure, regulatory action, and harm to our reputation, all of which could have a material adverse effect on us.
If our security systems were penetrated or circumvented, it could cause serious negative consequences for us, including significant disruption of our operations, misappropriation of our confidential information or that of our clients, or damage our computers or systems and those of our clients and counterparties, and could result in violations of applicable privacy and other laws, financial loss to us or to our clients, loss of confidence in our security measures, client dissatisfaction, significant litigation exposure, regulatory action, and harm to our reputation, all of which could have a material adverse effect on us. 25 Old National is subject to laws and regulations relating to the privacy of the information of clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage.
We could face increased scrutiny or be viewed as higher risk by regulators and/or the investor community, which could have a material adverse effect on our business, financial condition, and results of operations.
We could face increased scrutiny or be viewed as higher risk by regulators and/or the investor community, which could have a material adverse effect on our business, financial condition, and results of operations. See “Item 1 — Business — Supervision and Regulation” and Note 21 to the consolidated financial statements.
There is also increased competition from out-of-market competitors through online and mobile channels. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers, as well as advances in automation, could significantly affect competition for financial services. Old National’s profitability depends upon our continued ability to compete successfully in our market area.
There is also increased competition from out-of-market competitors through online and mobile channels. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers, as well as advances in artificial intelligence and automation could significantly affect competition for financial services.
There has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding ESG and diversity, equity and inclusion issues.
There has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches related to environmental and social issues.
Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters, the severity and frequency of which are increasing as a result of climate change; terrorist acts; or a combination of these or other factors.
Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; changes in tariffs and trade policies; natural disasters and extreme weather events; terrorist acts; or a combination of these or other factors.
The Company’s business, as well as the operations and activities of our clients, could be negatively affected by climate change. Climate change presents both physical risks and transition risks to the Company and its clients, and these risks are expected to increase over time.
The Company’s business, as well as the operations and activities of our clients, could be negatively affected by the physical risks and transition risks related to climate change.
The Federal Reserve raised benchmark interest rates throughout 2022 and 2023 and held them at a high level until it decreased the benchmark rate by 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024.
The Federal Reserve raised benchmark interest rates throughout 2022 and 2023 and held them at a high level until it began decreasing the benchmark rate in September through December 2024. The Federal Reserve then maintained the target rate in 2025, before decreasing it in September and December 2025.
Difficulties associated with potential mergers and acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations. Failure to complete the Merger could negatively impact Old National.
Difficulties associated with potential mergers and acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations. Our accounting estimates and risk management processes rely on analytical and forecasting models.
Malicious actors may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information, including passwords and other identifying information, in order to gain access to data or our systems.
Malicious actors, who are becoming increasingly sophisticated and may see their effectiveness enhanced by the use of artificial intelligence, deep-fake technologies, quantum computing and other novel technologies, may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information, including passwords and other identifying information, in order to gain access to data or our systems.
Growth in our commercial real estate loan portfolio over the past several years, and potential future growth, has resulted in, and may result in further, significant expense to implement risk management procedures and controls to effectively evaluate and monitor the portfolio.
In addition, as described further in this “Risk Factors” section, the Company’s credit risks may be increased by the impacts of inflation, poor or recessionary economic conditions and financial market volatility. 21 Growth in our commercial real estate loan portfolio over the past several years, and potential future growth, has resulted in, and may result in further, significant expense to implement risk management procedures and controls to effectively evaluate and monitor the portfolio.
Additionally, significant unrealized or realized losses could negatively impact market and/or customer perceptions of our company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits. 25 Operational Risks A failure or breach, including as a result of a cyber-attack, of our operational or security systems, or the systems of our external vendors, could disrupt our business, result in the disclosure of confidential information, damage our reputation, and create significant financial and legal exposure.
Additionally, significant unrealized or realized losses could negatively impact market 24 and/or customer perceptions of our company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits.
See “Business – Supervision and Regulation – Dividends Limitations” and Note 21 to the consolidated financial statements. Old National may not realize the expected benefits of its strategic imperatives. Old National’s ability to compete depends on a number of factors, including, among others, its ability to develop and successfully execute strategic plans and imperatives.
Old National’s ability to compete depends on a number of factors, including, among others, its ability to develop and successfully execute strategic plans and imperatives.
Due to divergent stakeholder views on these matters, the Company is at increased risk that any action, or lack thereof, by the Company concerning these matters will be perceived negatively by some stakeholders, which could negatively affect the Company’s business and reputation. 21 Significant harm to the Company’s reputation could also arise as a result of regulatory or governmental actions, litigation, employee misconduct or the activities of customers, other participants in the financial services industry or the Company’s contractual counterparties, such as service providers and vendors.
Due to divergent stakeholder views on these matters, the Company is at increased risk that any action, or lack thereof, by the Company concerning these matters will be perceived negatively by some stakeholders, which could negatively affect the Company’s business and reputation.
Technology and other changes now allow many clients to complete financial transactions without using banks. For example, consumers can pay bills and transfer funds directly without going through a bank. This process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of client deposits and income generated from those deposits.
Changes in consumer use of banks and changes in consumer spending and savings habits could adversely affect Old National’s financial results. Technology and other changes now allow many clients to complete financial transactions without using banks. For example, consumers can pay bills and transfer funds directly without going through a bank.
In addition, the effects of climate change could materially increase the credit risks related to agricultural loans in ways that we may not be able to predict. 22 In addition, as described further in this “Risk Factors” section, the Company’s credit risks may be increased by the impacts of inflation, poor or recessionary economic conditions and financial market volatility.
In addition, extreme weather events, natural disasters, and the effects of climate change could materially increase the credit risks related to agricultural loans in ways that we may not be able to predict.
In addition, ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit, and reputational risks and costs, and may subject the Company to different and potentially conflicting requirements in the various jurisdictions in which it operates.
In addition, due to divergent policies and viewpoints regarding climate change, we are at increased risk of being subject to different and potentially conflicting legal or regulatory requirements and stakeholder expectations. Furthermore, ongoing legislative or regulatory uncertainties and changes regarding climate-related matters may result in higher regulatory, compliance, credit, and other risks and costs.
There can be no assurance that any such disruptions, failures, or delays will not occur or, if they do occur, that they will be adequately addressed. 27 Changes in consumer use of banks and changes in consumer spending and savings habits could adversely affect Old National’s financial results.
Failures related to upgrades and maintenance also increase risks related to unauthorized access and misuse. There can be no assurance that any such disruptions, failures, or delays will not occur or, if they do occur, that they will be adequately addressed. The development and use of artificial intelligence presents risks and challenges that may adversely impact Old National’s business.
In addition, as supervisory expectations and industry practices regarding overdraft protection programs change, our continued offering of overdraft protection may result in negative public opinion and increased reputation risk. We may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations.
We may incur fines, penalties, and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations.
In the event that Old National Bank was unable to pay dividends to us, we in turn would likely have to reduce or stop paying dividends on our Common Stock. Our failure to pay dividends on our Common Stock could have a material adverse effect on the market price of our Common Stock.
Our failure to pay dividends on our Common Stock could have a material adverse effect on the market price of our Common Stock. See “Business – Supervision and Regulation – Dividends Limitations” and Note 21 to the consolidated financial statements. Old National may not realize the expected benefits of its strategic imperatives.
Removed
In addition, mergers and acquisitions may involve the payment of a premium over book and market values and, therefore, some dilution of the Company's tangible book value and net income per common share may occur in connection with any future transaction.
Added
Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition or merger could have a material adverse effect on the Company's financial condition and results of operations. Mergers and acquisitions may be delayed, impeded, or prohibited due to regulatory issues.
Removed
Over the past several years, mergers of banking organizations have encountered greater regulatory, governmental, and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other required governmental clearances than in the past.
Added
For instance, in July 2025, President Trump signed into law the GENIUS Act, which establishes a regulatory framework for “payment stablecoins” and their issuers. Consumers and businesses may view payment stablecoins as a substitute for traditional bank deposits, resulting in deposit withdrawals.
Removed
If the Merger is not completed for any reason, there may be various adverse consequences, and Old National may experience negative reactions from the financial markets and from its clients and employees.
Added
Depending on consumer and business interest in payment stablecoins, and the characteristics and utility of payment stablecoins, the passage of the GENIUS Act could result in increased competition with respect to Old National Bank’s deposit products. However, the GENIUS Act requires the U.S.
Removed
For example, Old National’s business may have been or may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger.
Added
Treasury Department and federal and state regulators to issue regulations on numerous topics to interpret and implement the statute, so the effect of the GENIUS Act will depend on what those regulations provide. Old National’s profitability depends upon our continued ability to compete successfully in our market area.
Removed
Additionally, if the merger agreement is terminated, the market price of Old National common stock could decline to the extent that current market prices reflect a market assumption that the Merger will be beneficial and will be completed.
Added
Increased competition in any of these areas may require us to make additional capital investments in our businesses in order to remain competitive. Our failure to either anticipate, or participate in, the adoption of new technologies and developments within a given market area as successfully as our peers could make us less competitive and result in potential negative financial impact.
Removed
Old National also could be subject to litigation related to any failure to complete the Merger or to proceedings commenced against Old National to perform its obligations under the merger agreement.
Added
Significant harm to the Company’s reputation could also arise as a result of regulatory or governmental actions, litigation, employee misconduct or the activities of customers, other participants in the financial services industry or 20 the Company’s contractual counterparties, such as service providers and vendors.
Removed
Additionally, Old National has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing, and mailing the proxy statement/prospectus, and all filing and other fees paid in connection with the Merger.
Added
Operational Risks A failure or breach, including as a result of a cyberattack, of our operational or security systems, or the systems of our external vendors, could disrupt our business, result in the disclosure of confidential information, damage our reputation, and create significant financial and legal exposure.
Removed
If the Merger is not completed, Old National would have to pay these expenses without realizing the expected benefits of the Merger. Our accounting estimates and risk management processes rely on analytical and forecasting models.
Added
The use and development of artificial intelligence, including digital employees and digital engineers, by Old National and its third party vendors, clients, counterparties, and other market participants in certain business processes, models, including generative artificial intelligence models, services, or products may expose Old National to risks and potential liabilities.
Removed
In addition, laws, regulations, and the expectations of federal and state banking regulators and supervisory authorities, investors, and other stakeholders regarding appropriate climate risk management, practices and disclosures are continuously evolving and may result in financial institutions, including the Company, being subject to new or heightened requirements and expectations regarding the disclosure and management of their climate risks and related lending, investment and advisory activities.
Added
These risks may occur as a result of enhanced governmental or regulatory scrutiny, litigation, ethical concerns, confidentiality or other security risks, intellectual property concerns over data rights and protection, increased exposure to copyright infringement or intellectual property misappropriation claims, heightened susceptibility to cyberattacks, increased frequency and severity of cyberattacks, inaccurate or biased algorithms or underlying datasets, misuse or misappropriation as well as other factors that could adversely affect our business, reputation, and financial results.
Removed
For example, in October 2023, the Federal Reserve, the FDIC and the OCC jointly published interagency guidance on principles for climate-related financial risk management for financial institutions with more than $100 billion in total assets.
Added
In addition, poor implementation of artificial intelligence by Old National or its third party service providers could subject Old National to additional risks that we may not adequately predict or mitigate.
Removed
Although the Company is not subject to the federal banking regulators’ interagency guidance, given that climate change could impose systemic risks upon the financial sector, either via disruptions in economic activity resulting from the physical impacts of climate change or changes in policies as the economy transitions to a less carbon-intensive environment, the Company may face regulatory risk of increasing focus on the Company’s resilience to climate-related risks, including in the context of stress testing for various climate stress scenarios.
Added
The failure to strategically embrace the potential of artificial intelligence or to achieve the expected effectiveness, productivity, or cost-reduction from our adoption of artificial intelligence may result in a competitive disadvantage for us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhile we have no knowledge that we have experienced a cybersecurity incident that has had or is reasonably likely to have a material adverse impact on our operations or financial results as of the date of this Form 10-K, there can be no assurance that we will not encounter such an incident in the future, notwithstanding the cybersecurity measures and processes we have undertaken.
Biggest changeThere can be no assurance that we will not encounter such an incident in the future, notwithstanding the cybersecurity measures and processes we have undertaken.
For further discussion of such risks, see the section entitled “Risk Factors” in Item 1A of this Form 10-K under the heading “Operational Risks.” Our objective is to maintain a robust cybersecurity program designed to protect the confidentiality, integrity and availability of our information systems and critical operational processes, including through identification of material information assets and systems, deployment of controls designed to protect against known cybersecurity threats, prompt detection of any cybersecurity threats that make it past our 31 defenses, maintenance of documented, tested approaches for responding to cybersecurity threats and establishment of recovery techniques and technologies to promote resilience from any cybersecurity incidents.
For further discussion of such risks, see the section entitled “Risk Factors” in Item 1A of this Form 10-K under the heading “Operational Risks.” Our objective is to maintain a robust cybersecurity program designed to protect the confidentiality, integrity and availability of our information systems and critical operational processes, including through identification of material information assets and systems, deployment of controls designed to protect against known cybersecurity threats, prompt detection of any cybersecurity threats that make it past our defenses, maintenance of documented, tested approaches for responding to cybersecurity threats and establishment of recovery techniques and technologies to promote resilience from any cybersecurity incidents.
Coordination among these committees, and with other business management committees operating outside the auspice of the Company’s Information Security or Enterprise Risk departments, is intended to help Old National address information security questions in a consistent, coordinated fashion, maintain front-line visibility of the ISP, and promote compliance with Old National security policies and standards.
Coordination among these committees, and 32 with other business management committees operating outside the auspice of the Company’s Information Security or Enterprise Risk departments, is intended to help Old National address information security questions in a consistent, coordinated fashion, maintain front-line visibility of the ISP, and promote compliance with Old National security policies and standards.
The 32 Information Security department’s responsibilities generally include cybersecurity risk assessment, identification and implementation of preventive measures, incident response, vulnerability assessment, threat intelligence, identity access governance, and business continuity and resilience. Old National has adopted an enterprise risk strategy, including for cybersecurity risks, premised on three lines of defense.
The Information Security department’s responsibilities generally include cybersecurity risk assessment, identification and implementation of preventive measures, incident response, vulnerability assessment, threat intelligence, identity access governance, and business continuity and resilience. Old National has adopted an enterprise risk strategy, including for cybersecurity risks, premised on three lines of defense.
ITEM 1C. CYBERSECURITY CYBERSECURITY RISK MANAGEMENT AND STRATEGY Old National’s enterprise risk management program is designed to identify, assess, and mitigate various financial, operational, regulatory, legal, and reputational risks. Cybersecurity is a critical component of that program, especially in light of the significant, persistent, and ever-evolving cybersecurity risks facing us and other financial institutions.
ITEM 1C. CYBERSECURITY CYBERSECURITY RISK MANAGEMENT AND STRATEGY Old National’s enterprise risk management program is designed to identify, assess, and mitigate various financial, operational, regulatory, legal, and other risks. Cybersecurity is a critical component of that program, especially in light of the significant, persistent, and ever-evolving cybersecurity risks facing us and other financial institutions.
Notwithstanding the extensive approach we take to cybersecurity, the Company continues to face risks and accompanying threats that could have a material adverse effect on the enterprise. We work to manage these risks and 33 threats on a daily basis. We continue to invest in our cybersecurity program, the resiliency of our networks, and work to enhance our internal controls.
Notwithstanding the extensive approach we take to cybersecurity, the Company continues to face risks and accompanying threats that could have a material adverse effect on the enterprise. We work to manage these risks and threats on a daily basis. We continue to invest in our cybersecurity program, the resiliency of our networks, and work to enhance our internal controls.
The TPRM program seeks to build into the Company’s business processes an appropriate level of cybersecurity due diligence prior to engagement of, and during the relationship lifecycle with, third parties.
The TPRM program seeks to build into the Company’s business processes an appropriate level of cybersecurity due diligence prior to engagement of, and during the 31 relationship lifecycle with, third parties.
We generally seek security-related confirmations from our third-party suppliers, including as to their adherence to appropriate information handling and asset management requirements and their provision to us of notifications in the event of any known or suspected cybersecurity incidents.
We generally seek security-related confirmations from our third-party suppliers, including as to their adherence to appropriate information handling and asset management requirements and their provision to us of notifications in the event of any known or suspected cybersecurity incidents. The Company experienced no material data breaches or cybersecurity incidents on its systems in 2025.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeITEM 2. PROPERTIES As of December 31, 2024, Old National and its affiliates operated a total of 280 banking centers located primarily throughout the Midwest and Southeast regions of the United States. Of these facilities, 151 were owned and 129 were leased from unaffiliated third parties.
Biggest changeITEM 2. PROPERTIES As of December 31, 2025, Old National and its affiliates operated a total of 346 banking centers located primarily throughout the Midwest and Southeast regions of the United States. Of these facilities, 193 were owned and 153 were leased from unaffiliated third parties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS See Note 20 Commitments, Contingencies, and Financial Guarantees to the consolidated financial statements included in Item 8 of Part II of this Form 10-K for information regarding certain legal proceedings in which we are involved. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 34 PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS See Note 20 Commitments, Contingencies, and Financial Guarantees to the consolidated financial statements included in Item 8 of Part II of this Form 10-K for information regarding certain legal proceedings in which we are involved. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed1 unchanged
Biggest changeThe following table summarizes the monthly purchases of Common Stock made by Old National during the fourth quarter of 2024: 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) 10/1/24 - 10/31/24 1,963 $18.06 — $200,000,000 11/1/24 - 11/30/24 1,556 19.12 — 200,000,000 12/1/24 - 12/31/24 3,166 23.14 — 200,000,000 Total 6,685 $20.71 — $200,000,000 (1) Consists of shares acquired pursuant to the Company’s share-based incentive programs.
Biggest changeThe following table summarizes the monthly purchases of Common Stock made by Old National during the fourth quarter of 2025: 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) 10/1/25 - 10/31/25 2,201 $21.80 — $174,982,917 11/1/25 - 11/30/25 1,453 20.43 — 174,982,917 12/1/25 - 12/31/25 1,125,742 22.25 1,123,645 149,982,926 Total 1,129,396 $22.16 1,123,645 $149,982,926 (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.
The comparison of shareholder returns (change in December year end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on December 31, 2019, in each of the common stock of the Company, the S&P 500 Index, the KBW NASDAQ Bank Index, and the KBW NASDAQ Regional Banking Index, with investment weighted on the basis of market capitalization.
The comparison of shareholder returns (change in December year end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on December 31, 2020, in each of the common stock of the Company, the S&P 500 Index, the KBW NASDAQ Bank Index, and the KBW NASDAQ Regional Banking Index, with investment weighted on the basis of market capitalization.
Old National did not sell any equity securities during 2024 that were not registered under the Securities Act of 1933.
Old National did not sell any equity securities during 2025 that were not registered under the Securities Act of 1933.
This new stock repurchase program replaces the prior $200 million program that was set to expire on February 28, 2025. 35 STOCK PERFORMANCE GRAPH The table below compares five-year cumulative total returns for our Common Stock to cumulative total returns of a broad-based equity market index and published industry indices.
This new share repurchase program replaces the prior $200 million program that was set to expire on February 28, 2026. 34 STOCK PERFORMANCE GRAPH The table below compares five-year cumulative total returns for our Common Stock to cumulative total returns of a broad-based equity market index and published industry indices.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Old National’s Common Stock is traded on the NASDAQ under the ticker symbol “ONB.” There were 62,288 shareholders of record as of December 31, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Old National’s Common Stock is traded on the NASDAQ under the ticker symbol “ONB.” There were 76,618 shareholders of record as of December 31, 2025.
Source: S&P Global Market Intelligence ITEM 6. [RESERVED] 36
Source: S&P Global Market Intelligence ITEM 6. [RESERVED] 35
(2) On February 19, 2025, the Company’s Board of Directors approved a new stock repurchase program, under which the Company is authorized to repurchase up to $200 million of its outstanding common stock through February 28, 2026.
(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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

118 edited+22 added−33 removed119 unchanged
Biggest changeSee 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. 41 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) December 31, September 30, June 30, March 31, December 31, 2024 2024 2024 2024 2023 Net income per common share: Net income applicable to common shares $ 149,839 $ 139,768 $ 117,196 $ 116,250 $ 128,446 Adjustments: Merger-related charges 8,117 6,860 19,440 2,908 5,529 Debt securities (gains) losses 122 76 (2) 16 825 Separation expense — 2,646 — — — CECL Day 1 non-PCD provision expense — — 15,312 — — Distribution of excess pension assets expense — — — 13,318 — FDIC special assessment — — — 2,994 19,052 Gain on sale of Visa Class B restricted shares — — — — (21,635) Contract termination charge — — — — 4,413 Less: tax effect on net total adjustments (2) (2,089) (2,134) (7,888) (4,695) (1,988) Net income applicable to common shares, adjusted (1) $ 155,989 $ 147,216 $ 144,058 $ 130,791 $ 134,642 Weighted average diluted common shares outstanding 318,803 317,331 316,461 292,207 292,029 Net income per common share, diluted $ 0.47 $ 0.44 $ 0.37 $ 0.40 $ 0.44 Adjusted net income per common share, diluted (1) $ 0.49 $ 0.46 $ 0.46 $ 0.45 $ 0.46 Tangible common book value: Shareholders’ common equity $ 6,096,631 $ 6,123,579 $ 5,831,353 $ 5,351,689 $ 5,319,181 Deduct: Goodwill and intangible assets 2,296,098 2,305,084 2,306,204 2,095,511 2,100,966 Tangible shareholders’ common equity (1) $ 3,800,533 $ 3,818,495 $ 3,525,149 $ 3,256,178 $ 3,218,215 Period end common shares 318,980 318,955 318,969 293,330 292,655 Tangible common book value (1) 11.91 11.97 11.05 11.10 11.00 Return on average tangible common equity: Net income applicable to common shares $ 149,839 $ 139,768 $ 117,196 $ 116,250 $ 128,446 Add: Intangible amortization (net of tax) (2) 5,428 5,558 5,569 4,091 4,402 Tangible net income (1) $ 155,267 $ 145,326 $ 122,765 $ 120,341 $ 132,848 Average shareholders’ common equity $ 6,095,234 $ 5,946,352 $ 5,735,257 $ 5,321,823 $ 5,037,768 Deduct: Average goodwill and intangible assets 2,301,177 2,304,597 2,245,405 2,098,338 2,103,935 Average tangible shareholders’ common equity (1) $ 3,794,057 $ 3,641,755 $ 3,489,852 $ 3,223,485 $ 2,933,833 Return on average tangible common equity (1) 16.37 % 15.96 % 14.07 % 14.93 % 18.11 % Net interest margin: Net interest income $ 394,180 $ 391,724 $ 388,421 $ 356,458 $ 364,408 Taxable equivalent adjustment 5,777 6,144 6,340 6,253 6,100 Net interest income – taxable equivalent basis (1) $ 399,957 $ 397,868 $ 394,761 $ 362,711 $ 370,508 Average earning assets $ 48,411,803 $ 47,905,463 $ 47,406,849 $ 44,175,079 $ 43,701,283 Net interest margin (1) 3.30 % 3.32 % 3.33 % 3.28 % 3.39 % Efficiency ratio: Noninterest expense $ 276,824 $ 272,283 $ 282,999 $ 262,317 $ 284,235 Deduct: Intangible amortization expense 7,237 7,411 7,425 5,455 5,869 Adjusted noninterest expense (1) $ 269,587 $ 264,872 $ 275,574 $ 256,862 $ 278,366 Net interest income – taxable equivalent basis (1) (see above) $ 399,957 $ 397,868 $ 394,761 $ 362,711 $ 370,508 Noninterest income 95,766 94,138 87,271 77,522 100,094 Deduct: Debt securities gains (losses), net (122) (76) 2 (16) (825) Adjusted total revenue (1) $ 495,845 $ 492,082 $ 482,030 $ 440,249 $ 471,427 Efficiency ratio (1) 54.37 % 53.83 % 57.17 % 58.34 % 59.05 % Tangible common equity to tangible assets: Tangible shareholders’ equity (1) (see above) $ 3,800,533 $ 3,818,495 $ 3,525,149 $ 3,256,178 $ 3,218,215 Assets $ 53,552,272 $ 53,602,293 $ 53,119,645 $ 49,534,918 $ 49,089,836 Deduct: Goodwill and intangible assets 2,296,098 2,305,084 2,306,204 2,095,511 2,100,966 Tangible assets (1) $ 51,256,174 $ 51,297,209 $ 50,813,441 $ 47,439,407 $ 46,988,870 Tangible common equity to tangible assets (1) 7.41 % 7.44 % 6.94 % 6.86 % 6.85 % (1) Represents a non-GAAP financial measure.
Biggest changeSee 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. 40 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) December 31, September 30, June 30, March 31, December 31, 2025 2025 2025 2025 2024 Net income per common share: Net income applicable to common shares $ 212,589 $ 178,533 $ 121,375 $ 140,625 $ 149,839 Adjustments: Merger-related charges 24,547 69,274 41,206 5,856 8,117 Pension plan (gain) loss 15,878 — (21,001) — — FDIC special assessment (2,994) — — — — Debt securities (gains) losses (73) (7) 41 76 122 CECL Day 1 non-PCD provision expense — — 75,604 — — Less: tax effect on net total adjustments (2) (8,973) (16,492) (26,372) (1,103) (2,089) Net income applicable to common shares, adjusted (1) $ 240,974 $ 231,308 $ 190,853 $ 145,454 $ 155,989 Weighted average diluted common shares outstanding 389,550 390,496 361,436 321,016 318,803 Net income per common share, diluted $ 0.55 $ 0.46 $ 0.34 $ 0.44 $ 0.47 Adjusted net income per common share, diluted (1) $ 0.62 $ 0.59 $ 0.53 $ 0.45 $ 0.49 Tangible common book value: Shareholders’ common equity $ 8,251,069 $ 8,065,552 $ 7,882,668 $ 6,290,935 $ 6,096,631 Deduct: Goodwill and intangible assets 2,907,986 2,926,960 2,944,372 2,289,268 2,296,098 Tangible shareholders’ common equity (1) $ 5,343,083 $ 5,138,592 $ 4,938,296 $ 4,001,667 $ 3,800,533 Period end common shares 389,662 390,768 391,818 319,236 318,980 Tangible common book value (1) 13.71 13.15 12.60 12.54 11.91 Return on average tangible common equity: Net income applicable to common shares $ 212,589 $ 178,533 $ 121,375 $ 140,625 $ 149,839 Add: Intangible amortization (net of tax) (2) 19,512 19,638 14,722 5,122 5,428 Tangible net income (1) $ 232,101 $ 198,171 $ 136,097 $ 145,747 $ 155,267 Average shareholders’ common equity $ 8,147,348 $ 7,924,856 $ 7,208,397 $ 6,172,766 $ 6,095,234 Deduct: Average goodwill and intangible assets 2,919,924 2,931,319 2,670,710 2,292,526 2,301,177 Average tangible shareholders’ common equity (1) $ 5,227,424 $ 4,993,537 $ 4,537,687 $ 3,880,240 $ 3,794,057 Return on average tangible common equity (1) 17.76 % 15.87 % 12.00 % 15.02 % 16.37 % Net interest margin: Net interest income $ 580,832 $ 574,609 $ 514,790 $ 387,643 $ 394,180 Taxable equivalent adjustment 8,013 7,975 7,063 5,360 5,777 Net interest income – taxable equivalent basis (1) $ 588,845 $ 582,584 $ 521,853 $ 393,003 $ 399,957 Average earning assets $ 64,456,815 $ 64,032,811 $ 59,061,249 $ 48,077,320 $ 48,411,803 Net interest margin (1) 3.65 % 3.64 % 3.53 % 3.27 % 3.30 % Efficiency ratio: Noninterest expense $ 386,320 $ 445,734 $ 384,766 $ 268,471 $ 276,824 Deduct: Intangible amortization expense 26,016 26,184 19,630 6,830 7,237 Adjusted noninterest expense (1) $ 360,304 $ 419,550 $ 365,136 $ 261,641 $ 269,587 Net interest income – taxable equivalent basis (1) (see above) $ 588,845 $ 582,584 $ 521,853 $ 393,003 $ 399,957 Noninterest income 109,759 130,461 132,517 93,794 95,766 Deduct: Debt securities gains (losses), net 73 7 (41) (76) (122) Adjusted total revenue (1) $ 698,531 $ 713,038 $ 654,411 $ 486,873 $ 495,845 Efficiency ratio (1) 51.58 % 58.84 % 55.80 % 53.74 % 54.37 % Tangible common equity to tangible assets: Tangible shareholders’ equity (1) (see above) $ 5,343,083 $ 5,138,592 $ 4,938,296 $ 4,001,667 $ 3,800,533 Assets $ 72,151,967 $ 71,210,162 $ 70,979,805 $ 53,877,944 $ 53,552,272 Deduct: Goodwill and intangible assets 2,907,986 2,926,960 2,944,372 2,289,268 2,296,098 Tangible assets (1) $ 69,243,981 $ 68,283,202 $ 68,035,433 $ 51,588,676 $ 51,256,174 Tangible common equity to tangible assets (1) 7.72 % 7.53 % 7.26 % 7.76 % 7.41 % (1) Represents a non-GAAP financial measure.
(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.
(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.
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 is classified as a liability account on the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan commitments is included in the provision for credit losses.
Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. There are provisions in our agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold.
Old National manages exposure to counterparty risk in connection with its derivatives transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard & Poor’s Rating Service or “A2” by Moody’s Investors Service. There are provisions in our agreements with the counterparties that 54 allow for certain unsecured credit exposure up to an agreed threshold.
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, and competition in the marketplace.
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.
The committee monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes 57 as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.
The committee monitors credit quality through its general review of information such as delinquencies, credit exposures, peer comparisons, problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes as recommended by management with the objective of maintaining an appropriate lending policy for the current lending environment.
We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation. Automobile loans include loans and leases secured by new or used automobiles.
We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation. 55 Automobile loans include loans and leases secured by new or used automobiles.
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 measures the impact on net interest income relative to a base case scenario over a two-year cumulative horizon resulting from an immediate change in interest rates using multiple rate scenarios. The base case scenario assumes that the balance sheet and 61 interest rates are held at current levels.
Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense.
Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense.
In addition to an evaluation of the applicant’s financial 56 condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
In addition to an evaluation of the applicant’s financial condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment, such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.
We lend to commercial and commercial real estate 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.
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.
It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively.
It is Old National’s policy to comply with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk and internal audit functions, respectively, of the Company.
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. 59 The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans.
The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses on loans has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics. 57 The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses on loans.
Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. 50 The following table presents the composition of the loan portfolio at December 31.
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 at December 31.
Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, 68 including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides. Allowance for Credit Losses on Loans • Description.
Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, 66 including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides. Allowance for Credit Losses on Loans • Description.
The credit ratings of Old National and Old National Bank at December 31, 2024 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.
The credit ratings of Old National and Old National Bank at December 31, 2025 are shown in the following table. Moody's Investors Service Long-term Short-term Old National Baa1 N/A Old National Bank A1 P-1 Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit and short-term and medium-term bank notes as well.
(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties. 53 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 Company’s primary market area.
(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties. 51 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 Company’s primary market area.
Since the derivative liabilities recorded on the balance sheet change frequently 67 and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
Since the derivative liabilities recorded on the balance sheet change frequently 65 and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 19 to the consolidated financial statements.
(2) Represents the Federal Funds Rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario. Our projected net interest income increased year over year driven by loan growth and asset repricing due to current interest rates and economic conditions.
(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.
GENERAL OVERVIEW Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 30 banking companies headquartered in the United States. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois.
GENERAL OVERVIEW Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois.
(2) Includes loans held-for-sale. 45 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 for the years ended December 31.
(2) Includes loans held-for-sale. 44 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 for the years ended December 31.
To the extent hedging relationships are found to be effective, changes in fair value of the 69 derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements.
To the extent hedging relationships are found to be effective, changes in fair value of the 67 derivatives are offset by changes in the fair value of the related hedged item or recorded to other comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation of the financial statements.
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 2023 or 2024 and is not currently required.
Prior regulatory approval is required if dividends to be declared in any year would exceed net earnings of the current year plus retained net profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2024 or 2025 and is not currently required.
For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, well-managed expenses, and dedicated team members who are committed to our clients and communities enabled us to exceed our expectations that we set as we began 2024.
Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, well-managed expenses, and dedicated team members who are committed to our clients and communities enabled us to exceed our expectations that we set as we began 2025.
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 decreased its interest rates during 2024.
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 decreased its interest rates during 2025.
At December 31, 2024, 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.
At December 31, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments. 40 NON-GAAP FINANCIAL MEASURES The Company’s accounting and reporting policies conform to GAAP and general practices within the banking industry.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments. 39 NON-GAAP FINANCIAL MEASURES The Company’s accounting and reporting policies conform to GAAP and general practices within the banking industry.
We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyber-attacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks.
We continually monitor and internally report on weaknesses in the internal control environment; third party risks; privacy and data governance; cyberattacks; information security or data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process management; external and internal fraud; model risk management; and other risks.
The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 20.8% in 2024 compared to 22.5% in 2023.
The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 20.5% in 2025 compared to 20.8% in 2024.
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 31, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
We maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for balance sheet growth, to properly manage capital markets’ funding sources, and to address unexpected liquidity requirements. On June 1, 2023, we filed an automatic shelf registration statement with the SEC that permits us to issue an unspecified amount of debt or equity securities.
This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information.
This includes specific programs and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyberattacks or other information security breaches that might allow unauthorized transactions or unauthorized access to client, team member, or company sensitive information.
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 $10.9 billion at December 31, 2024, compared to $10.2 billion at December 31, 2023.
Investment Securities We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements. The investment securities portfolio, including equity securities, was $14.9 billion at December 31, 2025, compared to $10.9 billion at December 31, 2024.
We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 12% at December 31, 2024, compared to 13% at December 31, 2023. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 12% at both December 31, 2025 and December 31, 2024. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing activities.
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 2024 revenues. 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.
Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures. Net Interest Income Net interest income is the most significant component of our earnings, comprising 82% of 2025 revenues. 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.
The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, talent management, compliance and regulatory, legal, and reputational. 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, liquidity, operational, compliance and regulatory, and legal.
The Risk Appetite Statement addresses the following major risks: strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal. Our Chief Risk Officer provides quarterly reports to the Board’s Enterprise Risk Committee on various risk topics. The following discussion addresses certain of these major risks including credit, market, and liquidity.
We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments. 65 A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2024.
We continually monitor marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments. 63 A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2025.
(2) Interest on investment securities includes the effect of taxable equivalent adjustments of $11.1 million in 2024, $11.5 million in 2023, and $11.5 million in 2022; using the federal statutory tax rate in effect of 21%.
(2) Interest on investment securities includes the effect of taxable equivalent adjustments of $10.5 million in 2025, $11.1 million in 2024, and $11.5 million in 2023; using the federal statutory tax rate in effect of 21%.
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, regulatory, compliance, legal, and reputational risks.
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.
(3) Interest on loans includes the effect of taxable equivalent adjustments of $13.4 million in 2024, $11.9 million in 2023, and $6.9 million, in 2022; using the federal statutory tax rate in effect of 21%.
(3) Interest on loans includes the effect of taxable equivalent adjustments of $17.9 million in 2025, $13.4 million in 2024, and $11.9 million, in 2023; using the federal statutory tax rate in effect of 21%.
Derivatives designated as hedging instruments were in a net liability position with a fair value loss of $7.0 million at December 31, 2024, compared to a net asset position with a fair value gain of $4.5 million at December 31, 2023. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
Derivatives designated as hedging instruments were in a net asset position with a fair value gain of $14.8 million at December 31, 2025, compared to a net liability position with a fair value loss of $7.0 million at December 31, 2024. See Note 19 to the consolidated financial statements for further discussion of derivative financial instruments.
Exposures in excess of the agreed thresholds are collateralized. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $28.5 million at December 31, 2024.
Exposures in excess of the agreed thresholds are collateralized. Total credit exposure is monitored by counterparty and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was an asset of $48.9 million at December 31, 2025.
The weighted average yields on investment securities, on a taxable equivalent basis, were 3.57% in 2024 and 3.18% in 2023. Loan Portfolio We lend to commercial and commercial real estate clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others.
The weighted average yields on investment securities, on a taxable equivalent basis, were 4.01% in 2025 and 3.57% in 2024. 48 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.
The Federal Reserve’s Federal Funds range is currently in a target range of 4.25% to 4.50%, with the Effective Federal Funds Rate at 4.33% at December 31, 2024, and 5.33% at December 31, 2023. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk.
The Federal Reserve’s Federal Funds range is currently in a target range of 3.50% to 3.75%, with the Effective Federal Funds Rate at 3.64% at December 31, 2025, and 4.33% at December 31, 2024. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk.
Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2024, Old National Bancorp’s other borrowings outstanding were $329.7 million.
Additionally, Old National Bancorp has a shelf registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31, 2025, Old National Bancorp’s other borrowings outstanding were $356.4 million.
Commercial and Commercial Real Estate Loans Commercial and commercial real estate loans are the largest classifications within earning assets, representing 55% at December 31, 2024, compared to 54% at December 31, 2023.
Commercial and Commercial Real Estate Loans Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% at December 31, 2025, compared to 55% at December 31, 2024.
Noninterest expense increased $68.1 million in 2024 compared to 2023. Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan, $3.0 million for the FDIC special assessment, and $2.6 million of separation expense.
Noninterest expense in 2024 included $37.3 million of merger-related expenses, a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with 47 the resolution of the legacy First Midwest plan, $3.0 million for an FDIC special assessment, and $2.6 million of separation expense.
At December 31, 2024, the Company held $459.6 million of non-owner-occupied commercial real estate, or 1% of total loans, that mature within 18 months with an interest rate below 4%.
At December 31, 2025, the Company held $827.6 million of non-owner-occupied commercial real estate, or 2% of total loans, that mature within 18 months with an interest rate below 4%.
Approximately 27% of the commercial real estate portfolio is owner-occupied as of December 31, 2024, compared to 25% at December 31, 2023.
Approximately 29% of the commercial real estate portfolio is owner-occupied as of December 31, 2025, compared to 27% at December 31, 2024.
In addition, the provision for credit losses on loans in 2024 included $15.3 million to establish an allowance for credit losses on non-PCD loans acquired in the CapStar transaction. 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.
In addition, the provision for credit losses on loans in 2025 included $69.1 million to establish an allowance for credit losses on non-PCD Bremer loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense.
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 $48.0 billion at December 31, 2024, an increase of $4.1 billion compared to earning assets of $43.9 billion at December 31, 2023.
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. End of period earning assets were $65.0 billion at December 31, 2025, an increase of $16.9 billion compared to earning assets of $48.0 billion at December 31, 2024.
The investment securities available-for-sale portfolio had net unrealized losses of $890.5 million and $869.5 million at December 31, 2024 and December 31, 2023, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $483.7 million and $412.3 million at December 31, 2024 and December 31, 2023, respectively.
The investment securities available-for-sale portfolio had net unrealized losses of $570.4 million and $890.5 million at December 31, 2025 and December 31, 2024, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $355.3 million and $483.7 million at December 31, 2025 and December 31, 2024, respectively.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.11 at December 31, 2024, compared to 4.24 at December 31, 2023. The total investment securities portfolio had an effective duration of 5.09 at December 31, 2024, compared to 5.35 at December 31, 2023.
The investment securities available-for-sale portfolio including securities hedges had an effective duration of 3.80 at December 31, 2025, compared to 4.11 at December 31, 2024. The total investment securities portfolio had an effective duration of 4.51 at December 31, 2025, compared to 5.09 at December 31, 2024.
The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 76% of average interest earning assets in 2024, compared to 75% in 2023. 46 Average loans, including loans held-for-sale, increased $3.3 billion in 2024 compared to 2023 primarily due to loans acquired in the CapStar transaction as well as strong commercial real estate loan growth.
The loan portfolio, including loans held-for-sale, which generally has an average yield higher than the investment portfolio, was 75% of average interest earning assets in 2025, compared to 76% in 2024. Average loans, including loans held-for-sale, increased $8.7 billion in 2025 compared to 2024 primarily due to Bremer loans acquired as well as strong commercial loan growth.
The increase was driven primarily by the acquisition of CapStar. Investment securities represented 23% of earning assets at both December 31, 2024 and December 31, 2023.
The increase was driven primarily by the acquisition of Bremer. Investment securities represented 23% of end of period earning assets at both December 31, 2025 and December 31, 2024.
Residential Real Estate Loans Residential real estate loans held in our portfolio increased $98.1 million to $6.8 billion at December 31, 2024, compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans.
Residential Real Estate Loans Residential real estate loans held in our portfolio increased $1.7 billion to $8.5 billion at December 31, 2025, compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans.
At December 31, 2024, Old National Bank could pay dividends of $889.2 million without 66 prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
At December 31, 2025, Old National Bank could pay dividends of $803.3 million without 64 prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.
(2) Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state). 43 RESULTS OF OPERATIONS The following table sets forth certain income statement information of Old National: Years Ended December 31, (dollars in thousands, except per share data) 2024 2023 2022 Income Statement Summary: Net interest income $ 1,530,783 $ 1,503,153 $ 1,327,936 Provision for credit losses 110,619 58,887 144,799 Noninterest income 354,697 333,342 399,779 Noninterest expense 1,094,423 1,026,306 1,038,183 Net income applicable to common shareholders 523,053 565,857 414,169 Net income per common share – diluted 1.68 1.94 1.50 Other Data: Return on average common equity 9.06 % 11.29 % 8.92 % Return on average tangible common equity (1) 15.37 % 20.15 % 16.34 % Efficiency ratio (1) 55.85 % 53.70 % 57.97 % Tier 1 leverage ratio 9.21 % 8.83 % 8.52 % Net charge-offs (recoveries) to average loans 0.17 % 0.17 % 0.06 % (1) Represents a non-GAAP financial measure.
(2) Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state). 42 RESULTS OF OPERATIONS The following table sets forth certain income statement information of Old National: Years Ended December 31, (dollars in thousands, except per share data) 2025 2024 2023 Income Statement Summary: Net interest income $ 2,057,874 $ 1,530,783 $ 1,503,153 Provision for credit losses 197,721 110,619 58,887 Noninterest income 466,531 354,697 333,342 Noninterest expense 1,485,291 1,094,423 1,026,306 Net income applicable to common shareholders 653,122 523,053 565,857 Net income per common share – diluted 1.79 1.68 1.94 Other Data: Return on average common equity 8.86 % 9.06 % 11.29 % Return on average tangible common equity (1) 15.27 % 15.37 % 20.15 % Efficiency ratio (1) 55.10 % 55.85 % 53.70 % Tier 1 leverage ratio 8.90 % 9.21 % 8.83 % Net charge-offs to average loans 0.25 % 0.17 % 0.17 % (1) Represents a non-GAAP financial measure.
Excluding these items, net income applicable to common shares for 2024 37 was $578.1 million, or $1.86 per diluted common share on an adjusted basis. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
Excluding these items, net income applicable to common shares for 2025 was $808.6 million, or $2.21 per diluted common share on an adjusted basis. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page General Overview 37 Corporate Developments in 202 4 37 Business Outlook 38 Financial Highlights 39 Non-GAAP Financial Measures 41 Results of Operations 44 Financial Condition 50 Risk Management 56 Material Contractual Obligations, Commitments, and Contingent Liabilities 67 Critical Accounting Estimates 68 The following is an analysis generally discussing our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, and financial condition as of December 31, 2024 and 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page General Overview 36 Corporate Developments in 202 5 36 Business Outlook 37 Financial Highlights 38 Non-GAAP Financial Measures 40 Results of Operations 43 Financial Condition 48 Risk Management 54 Material Contractual Obligations, Commitments, and Contingent Liabilities 65 Critical Accounting Estimates 66 The following is an analysis generally discussing our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024, and financial condition as of December 31, 2025 and 2024.
The decrease in the net interest margin on a fully taxable equivalent basis in 2024 when compared to 2023 was primarily due to higher balances and costs of average interest-bearing liabilities, partially offset by loan growth as well as higher yields on loans.
The increase in the net interest margin on a fully taxable equivalent basis in 2025 when compared to 2024 was primarily due to the impact of Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.
Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K. Credit Risk Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms. Our primary credit risks result from our investment and lending activities.
Discussion of strategic, talent management, operational, information security and technology, and compliance/regulatory/legal risks is provided in the section entitled “Risk Factors” in Item 1A of this Form 10-K. Credit Risk Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or performance terms.
Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress.
Management 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.
Counterparty Exposure Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry.
We define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased, repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial services industry.
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. 62 The following table details the allowance for credit losses on loans by loan category and the percent of loans in each category compared to total loans at December 31. 2024 2023 (dollars in thousands) Allowance Amount % of Loans to Total Loans Allowance Amount % of Loans to Total Loans Commercial $ 148,722 27.7 % $ 118,333 28.1 % Commercial real estate 200,309 44.5 155,099 42.4 BBCC 2,813 1.1 2,887 1.2 Residential real estate 22,922 18.8 20,837 20.3 Indirect 8,434 3.0 1,236 3.2 Direct 2,304 1.4 3,169 1.6 Home equity 7,018 3.5 6,049 3.2 Total $ 392,522 100.0 % $ 307,610 100.0 % We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements.
Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance. 60 The following table details the allowance for credit losses on loans by loan category and the percentage of loans in each category compared to total loans at December 31. 2025 2024 (dollars in thousands) Allowance Amount % of Loans to Total Loans Allowance Amount % of Loans to Total Loans Commercial $ 244,670 30.3 % $ 148,722 27.7 % Commercial real estate 268,332 44.9 200,309 44.5 BBCC 2,371 0.8 2,813 1.1 Residential real estate 34,394 17.4 22,922 18.8 Indirect 8,021 2.2 8,434 3.0 Direct 2,478 1.3 2,304 1.4 Home equity 9,254 3.1 7,018 3.5 Total $ 569,520 100.0 % $ 392,522 100.0 % We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in these arrangements.
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. 44 The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31. 2024 2023 2022 (Taxable equivalent basis, dollars in thousands) Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Earning Assets Money market and other interest- earning investments $ 887,771 $ 45,835 5.16 % $ 826,453 $ 39,683 4.80 % $ 812,296 $ 2,814 0.35 % Investment securities: Treasury and government- sponsored agencies 2,288,053 87,489 3.82 2,322,792 84,771 3.65 2,290,229 47,932 2.09 Mortgage-backed securities 5,829,322 185,633 3.18 5,178,940 136,827 2.64 5,562,442 129,411 2.33 States and political subdivisions 1,672,493 56,006 3.35 1,749,722 57,847 3.31 1,805,433 57,688 3.20 Other securities 781,969 47,821 6.12 776,456 39,166 5.04 687,926 24,133 3.51 Total investment securities 10,571,837 376,949 3.57 10,027,910 318,611 3.18 10,346,030 259,164 2.50 Loans: (2) Commercial 10,166,184 711,562 7.00 9,570,639 639,131 6.68 8,252,237 397,228 4.81 Commercial real estate 15,698,854 1,028,387 6.55 13,405,946 825,053 6.15 11,147,967 489,499 4.39 Residential real estate loans 6,823,798 266,116 3.90 6,646,684 243,646 3.67 5,622,901 201,637 3.59 Consumer 2,832,823 197,316 6.97 2,618,098 164,125 6.27 2,570,355 122,274 4.76 Total loans 35,521,659 2,203,381 6.20 32,241,367 1,871,955 5.81 27,593,460 1,210,638 4.39 Total earning assets 46,981,267 $ 2,626,165 5.59 % 43,095,730 $ 2,230,249 5.18 % 38,751,786 $ 1,472,616 3.80 % Less: Allowance for credit losses on loans (348,638) (302,486) (261,534) Non-Earning Assets Cash and due from banks 394,350 413,569 355,391 Other assets 5,275,427 4,945,394 4,404,057 Total assets $ 52,302,406 $ 48,152,207 $ 43,249,700 Interest-Bearing Liabilities Checking and NOW accounts $ 7,554,510 $ 112,741 1.49 % $ 7,664,183 $ 94,263 1.23 % $ 8,104,844 $ 21,321 0.26 % Savings accounts 4,919,559 19,922 0.40 5,638,766 14,941 0.26 6,342,697 3,367 0.05 Money market accounts 10,905,756 406,739 3.73 7,249,497 206,634 2.85 4,961,159 11,882 0.24 Time deposits, excluding brokered deposits 5,492,898 230,132 4.19 3,875,984 123,428 3.18 2,312,935 10,801 0.47 Brokered deposits 1,447,491 76,728 5.30 913,349 45,094 4.94 45,796 1,722 3.76 Total interest-bearing deposits 30,320,214 846,262 2.79 25,341,779 484,360 1.91 21,767,431 49,093 0.23 Federal funds purchased and interbank borrowings 57,950 3,262 5.63 229,386 11,412 4.98 151,243 5,021 3.32 Securities sold under agreements to repurchase 258,630 2,752 1.06 332,853 3,299 0.99 440,619 843 0.19 FHLB advances 4,473,800 177,317 3.96 4,568,964 161,860 3.54 2,986,006 51,524 1.73 Other borrowings 784,994 41,275 5.26 822,471 42,737 5.20 619,659 19,785 3.19 Total borrowed funds 5,575,374 224,606 4.03 5,953,674 219,308 3.68 4,197,527 77,173 1.84 Total interest-bearing liabilities $ 35,895,588 $ 1,070,868 2.98 % $ 31,295,453 $ 703,668 2.25 % $ 25,964,958 $ 126,266 0.49 % Noninterest-Bearing Liabilities and Shareholders’ Equity Demand deposits 9,424,577 10,633,806 11,750,306 Other liabilities 962,511 968,635 676,940 Shareholders’ equity 6,019,730 5,254,313 4,857,496 Total liabilities and shareholders’ equity $ 52,302,406 $ 48,152,207 $ 43,249,700 Net interest income - taxable equivalent basis $ 1,555,297 3.31 % $ 1,526,581 3.54 % $ 1,346,350 3.47 % Taxable equivalent adjustment (24,514) (23,428) (18,414) Net interest income (GAAP) $ 1,530,783 3.26 % $ 1,503,153 3.49 % $ 1,327,936 3.43 % (1) Interest income is reflected on a fully taxable equivalent basis.
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. 43 The following table presents a three-year average balance sheet and for each major asset and liability category, its related interest income and yield, or its expense and rate for the years ended December 31. 2025 2024 2023 (Taxable equivalent basis, dollars in thousands) Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Average Balance Income (1) / Expense Yield/ Rate Earning Assets Money market and other interest- earning investments $ 1,160,460 $ 48,224 4.16 % $ 887,771 $ 45,835 5.16 % $ 826,453 $ 39,683 4.80 % Investment securities: Treasury and government- sponsored agencies 2,381,350 81,467 3.42 2,288,053 87,489 3.82 2,322,792 84,771 3.65 Mortgage-backed securities 8,728,237 354,788 4.06 5,829,322 185,633 3.18 5,178,940 136,827 2.64 States and political subdivisions 1,590,251 52,755 3.32 1,672,493 56,006 3.35 1,749,722 57,847 3.31 Other securities 863,288 54,553 6.32 781,969 47,821 6.12 776,456 39,166 5.04 Total investment securities 13,563,126 543,563 4.01 10,571,837 376,949 3.57 10,027,910 318,611 3.18 Loans: (2) Commercial 13,270,793 872,297 6.57 10,166,184 711,562 7.00 9,570,639 639,131 6.68 Commercial real estate 20,085,105 1,270,132 6.32 15,698,854 1,028,387 6.55 13,405,946 825,053 6.15 Residential real estate loans 7,806,805 347,610 4.45 6,823,798 266,116 3.90 6,646,684 243,646 3.67 Consumer 3,079,678 216,438 7.03 2,832,823 197,316 6.97 2,618,098 164,125 6.27 Total loans 44,242,381 2,706,477 6.12 35,521,659 2,203,381 6.20 32,241,367 1,871,955 5.81 Total earning assets 58,965,967 $ 3,298,264 5.59 % 46,981,267 $ 2,626,165 5.59 % 43,095,730 $ 2,230,249 5.18 % Deduct: Allowance for credit losses on loans (485,792) (348,638) (302,486) Non-Earning Assets Cash and due from banks 463,159 394,350 413,569 Other assets 6,528,184 5,275,427 4,945,394 Total assets $ 65,471,518 $ 52,302,406 $ 48,152,207 Interest-Bearing Liabilities Checking and NOW accounts $ 8,639,817 $ 121,877 1.41 % $ 7,554,510 $ 112,741 1.49 % $ 7,664,183 $ 94,263 1.23 % Savings accounts 4,897,318 14,661 0.30 4,919,559 19,922 0.40 5,638,766 14,941 0.26 Money market accounts 15,011,269 429,954 2.86 10,905,756 406,739 3.73 7,249,497 206,634 2.85 Time deposits, excluding brokered deposits 7,183,802 267,168 3.72 5,492,898 230,132 4.19 3,875,984 123,428 3.18 Brokered deposits 2,703,198 119,557 4.42 1,447,491 76,728 5.30 913,349 45,094 4.94 Total interest-bearing deposits 38,435,404 953,217 2.48 30,320,214 846,262 2.79 25,341,779 484,360 1.91 Federal funds purchased and interbank borrowings 99,394 4,448 4.48 57,950 3,262 5.63 229,386 11,412 4.98 Securities sold under agreements to repurchase 275,701 2,568 0.93 258,630 2,752 1.06 332,853 3,299 0.99 FHLB advances 5,481,224 214,856 3.92 4,473,800 177,317 3.96 4,568,964 161,860 3.54 Other borrowings 803,849 36,890 4.59 784,994 41,275 5.26 822,471 42,737 5.20 Total borrowed funds 6,660,168 258,762 3.89 5,575,374 224,606 4.03 5,953,674 219,308 3.68 Total interest-bearing liabilities $ 45,095,572 $ 1,211,979 2.69 % $ 35,895,588 $ 1,070,868 2.98 % $ 31,295,453 $ 703,668 2.25 % Noninterest-Bearing Liabilities and Shareholders’ Equity Demand deposits 11,693,361 9,424,577 10,633,806 Other liabilities 1,068,576 962,511 968,635 Shareholders’ equity 7,614,009 6,019,730 5,254,313 Total liabilities and shareholders’ equity $ 65,471,518 $ 52,302,406 $ 48,152,207 Net interest income - taxable equivalent basis $ 2,086,285 3.54 % $ 1,555,297 3.31 % $ 1,526,581 3.54 % Taxable equivalent adjustment (28,411) (24,514) (23,428) Net interest income (GAAP) $ 2,057,874 3.49 % $ 1,530,783 3.26 % $ 1,503,153 3.49 % (1) Interest income is reflected on a fully taxable equivalent basis.
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.
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.
(2) Loans exclude loans held-for-sale. Under-performing assets increased to $456.3 million at December 31, 2024, compared to $285.2 million at December 31, 2023. Under-performing assets as a percentage of total loans were 1.26% at December 31, 2024, compared to 0.86% at December 31, 2023.
(2) Loans exclude loans held-for-sale. Under-performing assets increased to $530.2 million at December 31, 2025, compared to $456.3 million at December 31, 2024 primarily due to the Bremer acquisition. Under-performing assets as a percentage of total loans were 1.09% at December 31, 2025, compared to 1.26% at December 31, 2024.
This source of revenue as a percentage of total revenue was 19% in 2024 compared to 18% in 2023. 47 The following table details the components of noninterest income: Years Ended December 31, % Change From Prior Year (dollars in thousands) 2024 2023 2022 2024 2023 Wealth and investment services fees $ 116,791 $ 107,784 $ 100,851 8.4 % 6.9 % Service charges on deposit accounts 78,175 71,945 72,501 8.7 (0.8) Debit card and ATM fees 43,400 42,153 40,227 3.0 4.8 Mortgage banking revenue 26,237 16,319 23,015 60.8 (29.1) Capital markets income 20,299 24,419 25,986 (16.9) (6.0) Company-owned life insurance 20,987 15,397 14,564 36.3 5.7 Debt securities gains (losses), net (212) (6,265) (88) (96.6) N/M Gain on sale of Visa Class B restricted shares — 21,635 — (100.0) N/A Gain on sale of health savings accounts — — 90,673 N/A (100.0) Other income 49,020 39,955 32,050 22.7 24.7 Total noninterest income $ 354,697 $ 333,342 $ 399,779 6.4 % (16.6) % Noninterest income increased $21.4 million in 2024 compared to 2023.
This source of revenue as a percentage of total revenue was 18% in 2025 compared to 19% in 2024. 46 The following table details the components of noninterest income: Years Ended December 31, % Change From Prior Year (dollars in thousands) 2025 2024 2023 2025 2024 Wealth and investment services fees $ 144,161 $ 116,791 $ 107,784 23.4 % 8.4 % Service charges on deposit accounts 100,406 78,175 71,945 28.4 8.7 Debit card and ATM fees 49,288 43,400 42,153 13.6 3.0 Mortgage banking revenue 38,406 26,237 16,319 46.4 60.8 Capital markets income 37,329 20,299 24,419 83.9 (16.9) Company-owned life insurance 26,670 20,987 15,397 27.1 36.3 Debt securities gains (losses), net (37) (212) (6,265) (82.5) (96.6) Gain on sale of Visa Class B restricted shares — — 21,635 N/A (100.0) Other income 70,308 49,020 39,955 43.4 22.7 Total noninterest income $ 466,531 $ 354,697 $ 333,342 31.5 % 6.4 % Noninterest income in 2025 included a $5.1 million net gain associated with the freezing of the benefits of the Bremer pension plan and subsequent termination of the plan.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments. 39 The following table sets forth certain financial highlights of Old National for the year-to-date periods: Years Ended December 31, (dollars and shares in thousands, except per share data) 2024 2023 Income Statement: Net interest income $ 1,530,783 $ 1,503,153 Taxable equivalent adjustment (1) (3) 24,514 23,428 Net interest income – taxable equivalent basis (3) 1,555,297 1,526,581 Provision for credit losses 110,619 58,887 Noninterest income 354,697 333,342 Noninterest expense 1,094,423 1,026,306 Net income available to common shareholders 523,053 565,857 Per Common Share Data: Weighted average diluted common shares 311,001 291,855 Net income (diluted) $ 1.68 $ 1.94 Cash dividends $ 0.56 $ 0.56 Common dividend payout ratio (2) 33 % 29 % Book value $ 19.11 $ 18.18 Stock price 21.71 16.89 Tangible common book value (3) 11.91 11.00 Performance Ratios: Return on average assets 1.03 % 1.21 % Return on average common equity 9.06 11.29 Return on average tangible common equity (3) 15.37 20.15 Net interest margin (3) 3.31 3.54 Efficiency ratio (3) 55.85 53.70 Net charge-offs to average loans 0.17 0.17 Allowance for credit losses on loans to ending loans 1.08 0.93 Allowance for credit losses (4) to ending loans 1.14 1.03 Non-performing loans to ending loans 1.23 0.83 Balance Sheet: Total loans $ 36,285,887 $ 32,991,927 Total assets 53,552,272 49,089,836 Total deposits 40,823,560 37,235,180 Total borrowed funds 5,411,537 5,331,147 Total shareholders’ equity 6,340,350 5,562,900 Capital Ratios: Risk-based capital ratios: Tier 1 common equity 11.38 % 10.70 % Tier 1 11.98 11.35 Total 13.37 12.64 Leverage ratio (to average assets) 9.21 8.83 Total equity to assets (averages) 11.51 10.91 Tangible common equity to tangible assets (3) 7.41 6.85 Nonfinancial Data: Full-time equivalent employees 4,066 3,940 Banking centers 280 258 (1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
(4) Includes the allowance for credit losses on loans and unfunded loan commitments. 38 The following table sets forth certain financial highlights of Old National for the year-to-date periods: Years Ended December 31, (dollars and shares in thousands, except per share data) 2025 2024 Income Statement: Net interest income $ 2,057,874 $ 1,530,783 Taxable equivalent adjustment (1) (3) 28,411 24,514 Net interest income – taxable equivalent basis (3) 2,086,285 1,555,297 Provision for credit losses 197,721 110,619 Noninterest income 466,531 354,697 Noninterest expense 1,485,291 1,094,423 Net income available to common shareholders 653,122 523,053 Per Common Share Data: Weighted average diluted common shares 365,464 311,001 Net income (diluted) $ 1.79 $ 1.68 Cash dividends $ 0.56 $ 0.56 Common dividend payout ratio (2) 31 % 33 % Book value $ 21.17 $ 19.11 Stock price 22.31 21.71 Tangible common book value (3) 13.71 11.91 Performance Ratios: Return on average assets 1.02 % 1.03 % Return on average common equity 8.86 9.06 Return on average tangible common equity (3) 15.27 15.37 Net interest margin (3) 3.54 3.31 Efficiency ratio (3) 55.10 55.85 Net charge-offs to average loans 0.25 0.17 Allowance for credit losses on loans to ending loans 1.17 1.08 Allowance for credit losses (4) to ending loans 1.24 1.14 Non-performing loans to ending loans 1.07 1.23 Balance Sheet: Total loans $ 48,764,162 $ 36,285,887 Total assets 72,151,967 53,552,272 Total deposits 55,088,195 40,823,560 Total borrowed funds 7,451,367 5,411,537 Total shareholders’ equity 8,494,788 6,340,350 Capital Ratios: Risk-based capital ratios: Tier 1 common equity 11.08 % 11.38 % Tier 1 11.53 11.98 Total 12.85 13.37 Leverage ratio (to average assets) 8.90 9.21 Total equity to assets (averages) 11.63 11.51 Tangible common equity to tangible assets (3) 7.72 7.41 Nonfinancial Data: Full-time equivalent employees 4,971 4,066 Banking centers 346 280 (1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
Consumer Loans Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $252.6 million to $2.9 billion at December 31, 2024 compared to December 31, 2023 driven primarily by the acquisition of CapStar, as well as organic growth.
Consumer Loans Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $370.5 million to $3.3 billion at December 31, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer and organic growth.
See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision. FINANCIAL CONDITION Overview At December 31, 2024, our assets were $53.6 billion, a $4.5 billion increase compared to $49.1 billion at December 31, 2023. The increase was driven primarily by the acquisition of CapStar, as well as disciplined loan growth.
See Note 15 to the consolidated financial statements for additional details on Old National’s income tax provision. FINANCIAL CONDITION Overview At December 31, 2025, our assets were $72.2 billion, an $18.6 billion increase compared to $53.6 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer and organic growth.
The following table presents a summary of under-performing assets as well as criticized and classified assets at December 31: (dollars in thousands) 2024 2023 Nonaccrual loans $ 447,979 $ 274,821 Past due loans (90 days or more and still accruing) 4,060 961 Foreclosed assets 4,294 9,434 Total under-performing assets $ 456,333 $ 285,216 Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans) $ 1,525,452 $ 875,140 Other classified assets (1) 58,954 48,930 Special mention loans 908,630 843,920 Total criticized and classified assets $ 2,493,036 $ 1,767,990 Asset Quality Ratios: Nonaccrual loans/total loans (2) 1.23 % 0.83 % Under-performing assets/total loans (2) 1.26 0.86 Under-performing assets/total assets 0.85 0.58 Allowance for credit losses on loans/under-performing assets 86.02 107.85 Allowance for credit losses on loans/nonaccrual loans 87.62 111.93 (1) Includes investment securities that fell below investment grade rating.
The following table presents a summary of under-performing assets as well as criticized and classified assets at December 31: (dollars in thousands) 2025 2024 Nonaccrual loans $ 521,245 $ 447,979 Past due loans (90 days or more and still accruing) 2,691 4,060 Foreclosed assets 6,235 4,294 Total under-performing assets $ 530,171 $ 456,333 Classified loans (includes nonaccrual, past due 90 days or more, and other problem loans) $ 2,283,157 $ 1,525,452 Other classified assets (1) 20,616 58,954 Special mention loans 805,901 908,630 Total criticized and classified assets $ 3,109,674 $ 2,493,036 Asset Quality Ratios: Nonaccrual loans/total loans (2) 1.07 % 1.23 % Under-performing assets/total loans (2) 1.09 1.26 Under-performing assets/total assets 0.73 0.85 Allowance for credit losses on loans/under-performing assets 107.42 86.02 Allowance for credit losses on loans/nonaccrual loans 109.26 87.62 (1) Includes investment securities that fell below investment grade rating.
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 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.
If nonaccrual and renegotiated loans outstanding at December 31, 2024 and 2023, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $20.4 million in 2024 and $13.4 million in 2023 would have been recorded on these loans.
As a percentage of nonaccrual loans, the allowance for credit losses on loans was 109.26% at December 31, 2025, compared to 87.62% at December 31, 2024. 56 If nonaccrual and renegotiated loans outstanding at December 31, 2025 and 2024, respectively, had been accruing interest throughout the year in accordance with their original terms, interest income of approximately $31.7 million in 2025 and $20.4 million in 2024 would have been recorded on these loans.
At December 31, 2024, 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.
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.
Investment Activities All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions. See Note 3 to the consolidated financial statements for additional details about our investment security portfolio.
Our primary credit risks result from our investment and lending activities. Investment Activities All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and general market conditions.
The portfolio segment reclassifications follow: Statement Balance Portfolio Segment Reclassifications Portfolio Segment After Reclassifications (dollars in thousands) December 31, 2024 Commercial $ 10,288,560 $ (232,301) $ 10,056,259 Commercial real estate 16,307,486 (174,438) 16,133,048 BBCC N/A 406,739 406,739 Residential real estate 6,797,586 — 6,797,586 Consumer 2,892,255 (2,892,255) N/A Indirect N/A 1,096,778 1,096,778 Direct N/A 514,144 514,144 Home equity N/A 1,281,333 1,281,333 Total $ 36,285,887 $ — $ 36,285,887 December 31, 2023 Commercial $ 9,512,230 $ (232,764) $ 9,279,466 Commercial real estate 14,140,629 (169,058) 13,971,571 BBCC N/A 401,822 401,822 Residential real estate 6,699,443 — 6,699,443 Consumer 2,639,625 (2,639,625) N/A Indirect N/A 1,050,982 1,050,982 Direct N/A 523,172 523,172 Home equity N/A 1,065,471 1,065,471 Total $ 32,991,927 $ — $ 32,991,927 60 The following table details activity in our allowance for credit losses on loans for the years ended December 31: (dollars in thousands) 2024 2023 2022 Beginning allowance for credit losses on loans $ 307,610 $ 303,671 $ 107,341 Allowance established for acquired PCD loans 26,725 — 89,089 Loans charged-off: Commercial 36,172 41,451 6,885 Commercial real estate 18,565 11,198 6,519 BBCC 1,801 1,650 85 Residential real estate 14 256 344 Indirect 5,610 2,948 2,525 Direct 8,672 10,517 10,799 Home equity 470 443 124 Total charge-offs 71,304 68,463 27,281 Recoveries on charged-off loans: Commercial 1,623 4,172 4,610 Commercial real estate 2,713 2,417 1,095 BBCC 325 275 281 Residential real estate 883 1,268 760 Indirect 1,274 1,559 1,263 Direct 2,152 2,331 2,557 Home equity 330 531 616 Total recoveries 9,300 12,553 11,182 Net charge-offs (recoveries) 62,004 55,910 16,099 Provision for credit losses on loans 120,191 59,849 123,340 Ending allowance for credit losses on loans $ 392,522 $ 307,610 $ 303,671 Beginning allowance for credit losses on unfunded loan commitments $ 31,226 $ 32,188 $ 10,879 Provision for credit losses on unfunded loan commitments acquired during the period 1,763 — 11,013 Provision (release) for provision for credit losses on unfunded loan commitments (11,335) (962) 10,296 Ending allowance for credit losses on unfunded loan commitments $ 21,654 $ 31,226 $ 32,188 Allowance for credit losses $ 414,176 $ 338,836 $ 335,859 Average loans for the year (1) $ 35,506,298 $ 32,233,020 $ 27,582,530 Asset Quality Ratios: Allowance for credit losses on loans/year-end loans (1) 1.08 % 0.93 % 0.98 % Allowance for credit losses on loans/average loans (1) 1.11 0.95 1.10 Allowance for credit losses/year-end loans (1) 1.14 1.03 1.08 Allowance for credit losses/average loans (1) 1.17 1.05 1.22 (1) Loans exclude loans held-for-sale. 61 The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31: (dollars in thousands) 2024 2023 2022 Commercial: Net charge-offs (recoveries) $ 34,549 $ 37,279 $ 2,275 Average loans for the year (1) $ 9,807,508 $ 9,338,940 $ 7,755,895 Net charge-offs (recoveries)/average loans 0.35 % 0.40 % 0.03 % Commercial real estate: Net charge-offs (recoveries) $ 15,852 $ 8,781 $ 5,424 Average loans for the year $ 15,653,383 $ 13,248,587 $ 11,292,033 Net charge-offs (recoveries)/average loans 0.10 % 0.07 % 0.05 % BBCC: Net charge-offs (recoveries) $ 1,476 $ 1,375 $ (196) Average loans for the year $ 403,929 $ 385,171 $ 352,276 Net charge-offs (recoveries)/average loans 0.37 % 0.36 % (0.06) % Residential real estate: Net charge-offs (recoveries) $ (869) $ (1,012) $ (416) Average loans for the year (1) $ 6,808,655 $ 6,642,224 $ 5,618,883 Net charge-offs (recoveries)/average loans (0.01) % (0.02) % (0.01) % Indirect: Net charge-offs (recoveries) $ 4,336 $ 1,389 $ 1,262 Average loans for the year $ 1,125,139 $ 1,013,560 $ 1,089,394 Net charge-offs (recoveries)/average loans 0.39 % 0.14 % 0.12 % Direct: Net charge-offs (recoveries) $ 6,520 $ 8,186 $ 8,242 Average loans for the year $ 478,450 $ 568,345 $ 559,943 Net charge-offs (recoveries)/average loans 1.36 % 1.44 % 1.47 % Home equity: Net charge-offs (recoveries) $ 140 $ (88) $ (492) Average loans for the year $ 1,229,234 $ 1,036,193 $ 921,018 Net charge-offs (recoveries)/average loans 0.01 % (0.01) % (0.05) % Total loans: Net charge-offs (recoveries) $ 62,004 $ 55,910 $ 16,099 Average loans for the year (1) $ 35,506,298 $ 32,233,020 $ 27,589,442 Net charge-offs (recoveries)/average loans 0.17 % 0.17 % 0.06 % (1) Average loans exclude loans held-for-sale.
The portfolio segment reclassifications follow: Statement Balance Portfolio Segment Reclassifications Portfolio Segment After Reclassifications (dollars in thousands) December 31, 2025 Commercial $ 14,983,861 $ (220,410) $ 14,763,451 Commercial real estate 22,050,007 (175,670) 21,874,337 BBCC N/A 396,080 396,080 Residential real estate 8,467,496 — 8,467,496 Consumer 3,262,798 (3,262,798) N/A Indirect N/A 1,075,235 1,075,235 Direct N/A 649,297 649,297 Home equity N/A 1,538,266 1,538,266 Total $ 48,764,162 $ — $ 48,764,162 December 31, 2024 Commercial $ 10,288,560 $ (232,301) $ 10,056,259 Commercial real estate 16,307,486 (174,438) 16,133,048 BBCC N/A 406,739 406,739 Residential real estate 6,797,586 — 6,797,586 Consumer 2,892,255 (2,892,255) N/A Indirect N/A 1,096,778 1,096,778 Direct N/A 514,144 514,144 Home equity N/A 1,281,333 1,281,333 Total $ 36,285,887 $ — $ 36,285,887 58 The following table details activity in our allowance for credit losses on loans for the years ended December 31: (dollars in thousands) 2025 2024 2023 Beginning allowance for credit losses on loans $ 392,522 $ 307,610 $ 303,671 Allowance established for acquired PCD loans 103,546 26,725 — Loans charged-off: Commercial 63,352 36,172 41,451 Commercial real estate 43,647 18,565 11,198 BBCC 2,150 1,801 1,650 Residential real estate 570 14 256 Indirect 7,450 5,610 2,948 Direct 7,597 8,672 10,517 Home equity 261 470 443 Total charge-offs 125,027 71,304 68,463 Recoveries on charged-off loans: Commercial 4,547 1,623 4,172 Commercial real estate 2,717 2,713 2,417 BBCC 611 325 275 Residential real estate 505 883 1,268 Indirect 2,583 1,274 1,559 Direct 2,525 2,152 2,331 Home equity 1,249 330 531 Total recoveries 14,737 9,300 12,553 Net charge-offs (recoveries) 110,290 62,004 55,910 Provision for credit losses on loans 183,742 120,191 59,849 Ending allowance for credit losses on loans $ 569,520 $ 392,522 $ 307,610 Beginning allowance for credit losses on unfunded loan commitments $ 21,654 $ 31,226 $ 32,188 Provision for credit losses on unfunded loan commitments acquired during the period 6,458 1,763 — Provision (release) for provision for credit losses on unfunded loan commitments 7,521 (11,335) (962) Ending allowance for credit losses on unfunded loan commitments $ 35,633 $ 21,654 $ 31,226 Allowance for credit losses $ 605,153 $ 414,176 $ 338,836 Average loans for the year (1) $ 44,221,486 $ 35,506,298 $ 32,233,020 Asset Quality Ratios: Allowance for credit losses on loans/year-end loans (1) 1.17 % 1.08 % 0.93 % Allowance for credit losses on loans/average loans (1) 1.29 1.11 0.95 Allowance for credit losses/year-end loans (1) 1.24 1.14 1.03 Allowance for credit losses/average loans (1) 1.37 1.17 1.05 (1) Loans exclude loans held-for-sale. 59 The following table details net charge-offs to average loans outstanding by loan category for the years ended December 31: (dollars in thousands) 2025 2024 2023 Commercial: Net charge-offs (recoveries) $ 58,805 $ 34,549 $ 37,279 Average loans for the year (1) $ 12,796,357 $ 9,807,508 $ 9,338,940 Net charge-offs (recoveries)/average loans 0.46 % 0.35 % 0.40 % Commercial real estate: Net charge-offs (recoveries) $ 40,930 $ 15,852 $ 8,781 Average loans for the year $ 20,162,924 $ 15,653,383 $ 13,248,587 Net charge-offs (recoveries)/average loans 0.20 % 0.10 % 0.07 % BBCC: Net charge-offs (recoveries) $ 1,539 $ 1,476 $ 1,375 Average loans for the year $ 396,545 $ 403,929 $ 385,171 Net charge-offs (recoveries)/average loans 0.39 % 0.37 % 0.36 % Residential real estate: Net charge-offs (recoveries) $ 65 $ (869) $ (1,012) Average loans for the year (1) $ 7,785,982 $ 6,808,655 $ 6,642,224 Net charge-offs (recoveries)/average loans — % (0.01) % (0.02) % Indirect: Net charge-offs (recoveries) $ 4,867 $ 4,336 $ 1,389 Average loans for the year $ 1,075,256 $ 1,125,139 $ 1,013,560 Net charge-offs (recoveries)/average loans 0.45 % 0.39 % 0.14 % Direct: Net charge-offs (recoveries) $ 5,072 $ 6,520 $ 8,186 Average loans for the year $ 570,174 $ 478,450 $ 568,345 Net charge-offs (recoveries)/average loans 0.89 % 1.36 % 1.44 % Home equity: Net charge-offs (recoveries) $ (988) $ 140 $ (88) Average loans for the year $ 1,434,248 $ 1,229,234 $ 1,036,193 Net charge-offs (recoveries)/average loans (0.07) % 0.01 % (0.01) % Total loans: Net charge-offs (recoveries) $ 110,290 $ 62,004 $ 55,910 Average loans for the year (1) $ 44,221,486 $ 35,506,298 $ 32,233,020 Net charge-offs (recoveries)/average loans 0.25 % 0.17 % 0.17 % (1) Average loans exclude loans held-for-sale.
Provision for Credit Losses The following table details the components of provision for credit losses: Years Ended December 31, % Change From Prior Year (dollars in thousands) 2024 2023 2022 2024 2023 Provision for credit losses on loans $ 120,191 $ 59,849 $ 123,340 100.8 % (51.5) % Provision (release) for credit losses on unfunded loan commitments (9,572) (962) 21,309 895.0 (104.5) Provision for credit losses on held-to- maturity securities — — 150 N/A (100.0) Total provision for credit losses $ 110,619 $ 58,887 $ 144,799 87.8 % (59.3) % Net (charge-offs) recoveries on non-PCD loans $ (44,675) $ (31,432) $ (4,911) 42.1 % 540.0 % Net (charge-offs) recoveries on PCD loans (17,329) (24,478) (11,188) (29.2) 118.8 Total net (charge-offs) recoveries on loans $ (62,004) $ (55,910) $ (16,099) 10.9 % 247.3 % Net charge-offs (recoveries) to average loans 0.17 % 0.17 % 0.06 % — % 183.3 % Total provision for credit losses increased $51.7 million in 2024 compared to 2023 primarily due to loan growth, credit migration, net charge-offs, and macroeconomic factors.
Provision for Credit Losses The following table details the components of provision for credit losses: Years Ended December 31, % Change From Prior Year (dollars in thousands) 2025 2024 2023 2025 2024 Provision for credit losses on loans $ 183,742 $ 120,191 $ 59,849 52.9 % 100.8 % Provision (release) for credit losses on unfunded loan commitments 13,979 (9,572) (962) (246.0) 895.0 Total provision for credit losses $ 197,721 $ 110,619 $ 58,887 78.7 % 87.8 % Net (charge-offs) recoveries on non-PCD loans $ (79,861) $ (44,675) $ (31,432) 78.8 % 42.1 % Net (charge-offs) recoveries on PCD loans (30,428) (17,329) (24,478) 75.6 (29.2) Total net (charge-offs) recoveries on loans $ (110,289) $ (62,004) $ (55,910) 77.9 % 10.9 % Net charge-offs (recoveries) to average loans 0.25 % 0.17 % 0.17 % 47.1 % — % Total provision for credit losses increased $87.1 million in 2025 compared to 2024 primarily due to credit migration, net charge-offs, and macroeconomic factors.
The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, and regulations and expects issues to be identified, analyzed, and remediated in a timely and complete manner. MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES The following table presents our material fixed and determinable contractual obligations and significant commitments at December 31, 2024.
The Board of Directors expects that we will perform business in a manner compliant with applicable laws, rules, regulations, and agreements and expects issues to be identified, analyzed, and remediated in a timely and complete manner.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” of this Form 10-K is incorporated herein by reference in response to this item. 70
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk” of this Form 10-K is incorporated herein by reference in response to this item. 68

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