ONB SEC फाइलिंग - Old National Bancorp- वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट, प्रॉस्पेक्टस

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Old National Bancorp

SEC Filings (Chronological Order)

यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।

August 15, 2025	EX-99.1	Exhibit 99.1 2nd Quarter 2025 Investment Thesis August 15, 2025 Slides 5 — 15 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Sec onbinvestmentthesis2q25 Exhibit 99.1 2nd Quarter 2025 Investment Thesis August 15, 2025 Slides 5 — 15 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of
August 15, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 15, 2025 OLD NATIONAL BANCOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 15, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 15, 2025	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: August 13, 2025 Rick Jillson (812) 465-7267 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind. (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that i
August 15, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 OLD NATIONAL BANCOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
July 30, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (
July 22, 2025	EX-99.1	Old National Bancorp Reports Second Quarter 2025 Results and Names New President and COO Exhibit 99.1 Old National Bancorp Reports Second Quarter 2025 Results and Names New President and COO Evansville, Ind. (July 22, 2025) Old National Bancorp (NASDAQ: ONB) reports 2Q25 net income applicable to common shares of $121.4 million, diluted EPS of $0.34; $190.9 million and $0.53 on an adjusted1 basis, respectively. CEO COMMENTARY: "Old National’s impressive second quarter results were achi
July 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
July 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
July 11, 2025	EX-99.2	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Introduction On November 25, 2024, Old National Bancorp (the “Company” or “Old National”), Bremer Financial Corporation (“Bremer”), and ONB Merger Sub, Inc. (“ONB Merger Sub”), a wholly-owned subsidiary of Old National, entered into an Agreement and Plan of Merger (“Merger Agreement”) providing for the acquisition of Bremer by Old
July 11, 2025	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No. 1 to Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.
July 11, 2025	EX-99.1	Report of Independent Auditors Exhibit 99.1 Contents Report of Independent Auditors 1 Consolidated Financial Statements Consolidated Balance Sheet 3 Consolidated Statement of Income 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Shareholders’ Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements Note 1 – Company Description 8 Note 2 – Accounting Policies 8 Note
May 28, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2025 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 19, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 15, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 15, 2025	EX-99.1	Exhibit 99.1 1st Quarter 2025 Investment Thesis May 15, 2025 Slides 5 — 16 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), Sectio Exhibit 99.1 1st Quarter 2025 Investment Thesis May 15, 2025 Slides 5 — 16 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulga
May 14, 2025	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: May 14, 2025 Rick Vach (904) 535-9489 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind. (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that its Board
May 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 1, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 1, 2025	EX-99.1	Old National Completes Closing of Bremer Bank Partnership Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: May 1, 2025 Rick Vach (904) 535-9489 [email protected] Old National Completes Closing of Bremer Bank Partnership EVANSVILLE, IND. (NASDAQ: ONB) – Old National Bancorp (“Old National”) today announced the closing of its previou
May 1, 2025	EX-3.2	(incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2025). Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF OLD NATIONAL BANCORP The Amended and Restated By-Laws of Old National Bancorp dated February 21, 2024 (the “By-Laws”), are hereby amended effective as of May 1, 2025, as follows: Article V, Section 1 of the By-Laws is hereby amended and restated in its entirety as follows: ARTICLE V Board of Directors Section 1. Election, Term and Number
April 30, 2025	EX-10.1	Form of 2025 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.1 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RELATIVE TSR PERFORMANCE UNITS AWARD AGREEMENT This Relative TSR Performance Units Award Agreement (including any and all Appendices hereto, this “Award Agreement”) is entered into as of March 1, 2025 ("Grant Date"), by and between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]]
April 30, 2025	EX-10.3	Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.3 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (including any and all Appendices hereto, this “Award Agreement”), made and executed as of March 1, 2025 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] an officer or e
April 30, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp
April 30, 2025	EX-10.2	Form of 2025 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.2 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN ROATCE PERFORMANCE UNITS AWARD AGREEMENT This ROATCE Performance Units Award Agreement (including any and all Appendices hereto, this “Award Agreement”) is entered into as of March 1, 2025 ("Grant Date"), by and between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]]
April 22, 2025	EX-99.1	Old National Bancorp Reports First Quarter 2025 Results Exhibit 99.1 Old National Bancorp Reports First Quarter 2025 Results Evansville, Ind. (April 22, 2025) Old National Bancorp (NASDAQ: ONB) reports 1Q25 net income applicable to common shares of $140.6 million, diluted EPS of $0.44; $145.5 million and $0.45 on an adjusted1 basis, respectively. CEO COMMENTARY: "Old National reported better-than-expected first-quarter results driven by our peer-leadin
April 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2025 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
April 4, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definiti
April 4, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement
March 24, 2025	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 20, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2025 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 19, 2025	EX-21	Subsidiaries of Old National Bancorp EXHIBIT 21 OLD NATIONAL BANCORP SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2024 Name of Subsidiary Jurisdiction of Incorporation Business Name of Subsidiary 1834 Investment Advisors Co. Wisconsin 1834 Investment Advisors Co. Old National Bank United States of America Old National Bank
February 19, 2025	EX-99.1	Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: February 19, 2025 Rick Vach (904) 535-9489 [email protected] Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program EVANSVILLE, Ind. (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National
February 19, 2025	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 19, 2025	EX-19	Old National Bancorp Insider Trading Policy Exhibit 19 Insider Trading Policy Purpose This Policy provides guidelines and restrictions for directors, officers and employees of Old National Bancorp and its subsidiaries (collectively, “Old National” or the “Company”) with respect to purchasing, selling and completing other transactions in Old National securities (including common stock, preferred stock, depositary shares, debt securities and any other security, such as an option, warrant or right, that is derivative of or convertible into Old National securities).
February 19, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (Exac
February 10, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2025 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 10, 2025	EX-99.1	Exhibit 99.1 4th Quarter 2024 Investment Thesis February 10, 2025 Slides 5 — 16 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform onbinvestmentthesis4q24 Exhibit 99.1 4th Quarter 2024 Investment Thesis February 10, 2025 Slides 5 — 16 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain s
February 3, 2025	424B3	MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration File No. 333-284281 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of Bremer Financial Corporation: On November 25, 2024, Old National Bancorp (“Old National”), Bremer Financial Corporation (“Bremer”), and ONB Merger Sub, Inc. (“ONB Merger Sub”), a wholly-owned subsidiary of Old National, entered into an Agreement
January 29, 2025	EX-99.1	Form of Proxy Card of Bremer Financial Corporation Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY PRELIMINARY PROXY CARD, SUBJECT TO COMPLETION Signature (Joint Owners) Date THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V61536-Z89348 For Against Abstain ! ! ! ! ! ! BREMER FINANCIAL CORPORATION BREMER FINAN
January 29, 2025	EX-99.2	Consent of J.P. Morgan Securities LLC EXHIBIT 99.2 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the inclusion of our opinion letter dated November 24, 2024 to the Board of Directors of Bremer Financial Corporation (the “Company”) as Annex D to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 (the “Registration Statement”) relating to the proposed acquisition of the Company a
January 29, 2025	CORRESP	January 29, 2025 8750 W. Bryn Mawr Avenue, Suite 1300 Chicago, Illinois 60631 Nicholas J. Chulos Direct Dial: 773.765.7499 Executive Vice President, Chief Legal Officer and Corporate Secretary Email: [email protected] January 29, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance – Attention: Robert Arzonetti 100 F Street, N.E. Washington, D.C. 20549 RE: Old National Bancor
January 29, 2025	S-4/A	As filed with the Securities and Exchange Commission on January 29, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 29, 2025 Registration Statement No.
January 21, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2025 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
January 21, 2025	EX-99.1	Old National Bancorp Reports Fourth Quarter and Full-Year 2024 Results Exhibit 99.1 Old National Bancorp Reports Fourth Quarter and Full-Year 2024 Results Evansville, Ind. (January 21, 2025) Old National Bancorp (NASDAQ: ONB) reports 4Q24 net income applicable to common shares of $149.8 million, diluted EPS of $0.47; $156.0 million and $0.49 on an adjusted1 basis, respectively. Full-year net income applicable to common shares of $523.1 million, diluted EPS of $1.68;
January 14, 2025	EX-24.1	Power of Attorney EXHIBIT 24.1 POWER OF ATTORNEY The directors and officers whose signatures appear below hereby make, constitute and appoint Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary of Old National Bancorp (the “Registrant”), to act as their true and lawful attorney-in-fact, with full power to sign on their behalf in each capacity stated below and to file with the S
January 14, 2025	EX-FILING FEES	Filing Fee Table Calculation of Filing Fee Tables S-4 OLD NATIONAL BANCORP /IN/ Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, no par value Other 50,184,000 $ 1,201,320,000.
January 14, 2025	S-4	As filed with the Securities and Exchange Commission on January 14, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 14, 2025 Registration Statement No.
January 14, 2025	EX-99.2	Consent of J.P. Morgan Securities LLC EXHIBIT 99.2 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the inclusion of our opinion letter dated November 24, 2024 to the Board of Directors of Bremer Financial Corporation (the “Company”) as Annex D to the proxy statement/prospectus which forms a part of the registration statement on Form S-4 (the “Registration Statement”) relating to the proposed acquisition of the Company a
December 12, 2024	CORRESP	December 12, 2024 December 12, 2024 Via EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F.
November 26, 2024	EX-10.1	Additional Forward Sale Agreement, dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A. Exhibit 10.1 Forward Confirmation Date: November 25, 2024 To: Old National Bancorp From: Citibank, N.A. Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Old National Bancorp (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitut
November 26, 2024	EX-FILING FEES	Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 OLD NATIONAL BANCORP /IN/ Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, no par value 457(o) $ 460,000,002.
November 26, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
November 26, 2024	424B4	19,047,619 Shares Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-272312 PROSPECTUS SUPPLEMENT (To Prospectus dated May 31, 2023) 19,047,619 Shares Common Stock Old National Bancorp has entered into a forward sale agreement with Citigroup Global Markets Inc. or its affiliate (the “forward purchaser”), in respect of an aggregate of 19,047,619 shares of our common stock, without par value (o
November 25, 2024	EX-99.6	Bremer Financial Corporation Consolidated Balance Sheet (dollars in thousands, unaudited) Exhibit 99.6 Bremer Financial Corporation Consolidated Balance Sheet (dollars in thousands, unaudited) September 30 2024 2023 Assets Cash, cash equivalents, and due from banks $ 301,387 $ 369,679 Investment securities Available-for-sale 1,646,023 1,577,355 Held-to-maturity 1,965,122 2,137,779 Loans held for sale 11,375 26,651 Loans held for investment Loans held for investment 11,524,549 11,395,89
November 25, 2024	EX-10.2	Form of Director Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the directors of Bremer Financial Corporation listed on the signature pages therein. Exhibit 10.2 FORM OF DIRECTOR VOTING AGREEMENT November 25, 2024 Old National Bancorp One Main Street Evansville, Indiana 47708 Ladies and Gentlemen: The undersigned shareholder and director (the “Shareholder”) of Bremer Financial Corporation, a Minnesota corporation (the “Company”), in the Shareholder’s capacity as a shareholder of the Company, and not in his or her capacity as a director or offi
November 25, 2024	EX-99.5	Index to Consolidated Financial Statements Bremer Financial Corporation Exhibit 99.5 Index to Consolidated Financial Statements Bremer Financial Corporation Page Audited Consolidated Financial Statements Fiscal Year Ended December 31, 2023 and 2022 Report of Independent Auditors 3 Consolidated Balance Sheets 5 Consolidated Statement of Income 6 Consolidated Statement of Comprehensive Income 7 Consolidated Statement of Shareholders Equity 8 Consolidated Statement of Ca
November 25, 2024	EX-2.1	Agreement and Plan of Merger, dated as of November 25, 2024, among Old National Bancorp, Bremer Financial Corporation, and ONB Merger Sub, Inc.* Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BREMER FINANCIAL CORPORATION, OLD NATIONAL BANCORP and ONB MERGER SUB, INC. Dated as of November 25, 2024 Table of Contents Page Article I THE MERGERS 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5 Conversion of Company Common Stock 3 1.6 Dissenters’ Rights 4 1.7 Parent Common Stock 5 1.8 Merger Sub Common
November 25, 2024	EX-10.3	Investor Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein. Exhibit 10.3 INVESTOR AGREEMENT Dated as of November 25, 2024 TABLE OF CONTENTS Page Article I Certain Agreements 2 1.1 Regulatory Matters 2 1.2 Transfer Restrictions 4 1.3 Director Appointment and Election 6 Article II REPRESENTATIONS AND WARRANTIES 6 2.1 Representations and Warranties of the Trustees 6 2.2 Representations and Warranties of Parent 7 Article III REGISTRATION 7 3.1 Demand Registrat
November 25, 2024	EX-2.1	Agreement and Plan of Merger dated as of November 25, 2024 among Old National, Bremer Financial Corporation, and ONB Merger Sub, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024). Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BREMER FINANCIAL CORPORATION, OLD NATIONAL BANCORP and ONB MERGER SUB, INC. Dated as of November 25, 2024 Table of Contents Page Article I THE MERGERS 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 3 1.5 Conversion of Company Common Stock 3 1.6 Dissenters’ Rights 4 1.7 Parent Common Stock 5 1.8 Merger Sub Common
November 25, 2024	EX-99.3	Old National Announces Pricing of Common Stock Offering Exhibit 99.3 oldnational.com Investor Relations: Lynell Durchholz (812) 464-1366 NEWS RELEASE [email protected] For Immediate Release Media Relations: November 25, 2024 Rick Vach (904) 535-9489 [email protected] Old National Announces Pricing of Common Stock Offering EVANSVILLE, IN – Old National Bancorp (NASDAQ: ONB) (“Old National”) today announced the pricing of an underw
November 25, 2024	EX-99.2	To Partner With November 25, 2024 Exhibit 99.2 To Partner With November 25, 2024 Disclaimer and Caution About Forward - Looking Statements 2 Certain statements in this presentation constitute “forward - looking statements” within the meaning of the Private Securities Lit igation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and S ect ion 21E of the Securities Exchan
November 25, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
November 25, 2024	EX-10.1	Trustee Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein.* Exhibit 10.1 TRUSTEE VOTING AGREEMENT November 25, 2024 Old National Bancorp One Main Street Evansville, Indiana 47708 Ladies and Gentlemen: Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, solely in their respective capacities as trustees of the Otto Bremer Trust, a trust created under trust instrument dated May 22, 1944 (the “Trust Instrument”) and governed by the laws of Minnesota
November 25, 2024	EX-1.1	Underwriting Agreement, dated as of November 25, 2024, among Old National Bancorp, Citigroup Global Markets Inc., as representative of the underwriters named therein, Citigroup Global Markets Inc., as forward seller, and Citibank, N.A., as forward purchaser. Exhibit 1.1 OLD NATIONAL BANCORP (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENT Dated: November 25, 2024 Old National Bancorp (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENT November 25, 2024 Citigroup Global Markets Inc. as Representative of the several Underwriters Citigroup Global Markets Inc. as Forward Seller Citibank, N.A.
November 25, 2024	425	Filed by Old National Bancorp Filed by Old National Bancorp pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Old National Bancorp Commission File No.
November 25, 2024	EX-99.3	Old National Announces Pricing of Common Stock Offering Exhibit 99.3 oldnational.com Investor Relations: Lynell Durchholz (812) 464-1366 NEWS RELEASE [email protected] For Immediate Release Media Relations: November 25, 2024 Rick Vach (904) 535-9489 [email protected] Old National Announces Pricing of Common Stock Offering EVANSVILLE, IN – Old National Bancorp (NASDAQ: ONB) (“Old National”) today announced the pricing of an underw
November 25, 2024	EX-99.4	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Defined terms included below have the same meaning as terms defined and included elsewhere in the preliminary prospectus supplement dated November 24, 2024 (the “Preliminary Prospectus Supplement”), except that, unless the context requires otherwise, the term “forward sale agreement” as used herein does not include any additional f
November 25, 2024	EX-99.1	Old National to partner with St. Paul, Minn.-based Bremer Financial Corporation Bremer, with $16.2 billion in total assets, bolsters Old National’s presence in the Twin Cities and expands its footprint into several other vibrant Midwestern markets Exhibit 99.1 NEWS RELEASE For Immediate Release November 25, 2024 Old National Contacts: Media: Rick Vach (904) 535-9489 Investors: Lynell Durchholz (812) 464-1366 Bremer Contact: Media: Clarise Tushie [email protected] Old National to partner with St. Paul, Minn.-based Bremer Financial Corporation Bremer, with $16.2 billion in total assets, bolsters Old National’s presence in the Twin Cities an
November 25, 2024	EX-99.6	Bremer Financial Corporation Consolidated Balance Sheet (dollars in thousands, unaudited) Exhibit 99.6 Bremer Financial Corporation Consolidated Balance Sheet (dollars in thousands, unaudited) September 30 2024 2023 Assets Cash, cash equivalents, and due from banks $ 301,387 $ 369,679 Investment securities Available-for-sale 1,646,023 1,577,355 Held-to-maturity 1,965,122 2,137,779 Loans held for sale 11,375 26,651 Loans held for investment Loans held for investment 11,524,549 11,395,89
November 25, 2024	EX-99.5	Index to Consolidated Financial Statements Bremer Financial Corporation Exhibit 99.5 Index to Consolidated Financial Statements Bremer Financial Corporation Page Audited Consolidated Financial Statements Fiscal Year Ended December 31, 2023 and 2022 Report of Independent Auditors 3 Consolidated Balance Sheets 5 Consolidated Statement of Income 6 Consolidated Statement of Comprehensive Income 7 Consolidated Statement of Shareholders Equity 8 Consolidated Statement of Ca
November 25, 2024	EX-10.4	Forward Sale Agreement, dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A. Exhibit 10.4 Forward Confirmation Date: November 25, 2024 To: Old National Bancorp From: Citibank, N.A. Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Old National Bancorp (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitut
November 25, 2024	EX-10.1	Trustee Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein.* Exhibit 10.1 TRUSTEE VOTING AGREEMENT November 25, 2024 Old National Bancorp One Main Street Evansville, Indiana 47708 Ladies and Gentlemen: Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, solely in their respective capacities as trustees of the Otto Bremer Trust, a trust created under trust instrument dated May 22, 1944 (the “Trust Instrument”) and governed by the laws of Minnesota
November 25, 2024	EX-10.3	Investor Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the trustees of Otto Bremer Trust listed on the signature pages therein. Exhibit 10.3 INVESTOR AGREEMENT Dated as of November 25, 2024 TABLE OF CONTENTS Page Article I Certain Agreements 2 1.1 Regulatory Matters 2 1.2 Transfer Restrictions 4 1.3 Director Appointment and Election 6 Article II REPRESENTATIONS AND WARRANTIES 6 2.1 Representations and Warranties of the Trustees 6 2.2 Representations and Warranties of Parent 7 Article III REGISTRATION 7 3.1 Demand Registrat
November 25, 2024	EX-99.1	Old National to partner with St. Paul, Minn.-based Bremer Financial Corporation Bremer, with $16.2 billion in total assets, bolsters Old National’s presence in the Twin Cities and expands its footprint into several other vibrant Midwestern markets Exhibit 99.1 NEWS RELEASE For Immediate Release November 25, 2024 Old National Contacts: Media: Rick Vach (904) 535-9489 Investors: Lynell Durchholz (812) 464-1366 Bremer Contact: Media: Clarise Tushie [email protected] Old National to partner with St. Paul, Minn.-based Bremer Financial Corporation Bremer, with $16.2 billion in total assets, bolsters Old National’s presence in the Twin Cities an
November 25, 2024	EX-10.2	Form of Director Voting Agreement, dated as of November 25, 2024, among Old National Bancorp and each of the directors of Bremer Financial Corporation listed on the signature pages therein. Exhibit 10.2 FORM OF DIRECTOR VOTING AGREEMENT November 25, 2024 Old National Bancorp One Main Street Evansville, Indiana 47708 Ladies and Gentlemen: The undersigned shareholder and director (the “Shareholder”) of Bremer Financial Corporation, a Minnesota corporation (the “Company”), in the Shareholder’s capacity as a shareholder of the Company, and not in his or her capacity as a director or offi
November 25, 2024	EX-1.1	Underwriting Agreement, dated as of November 25, 2024, among Old National Bancorp, Citigroup Global Markets Inc., as representative of the underwriters named therein, Citigroup Global Markets Inc., as forward seller, and Citibank, N.A., as forward purchaser. Exhibit 1.1 OLD NATIONAL BANCORP (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENT Dated: November 25, 2024 Old National Bancorp (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENT November 25, 2024 Citigroup Global Markets Inc. as Representative of the several Underwriters Citigroup Global Markets Inc. as Forward Seller Citibank, N.A.
November 25, 2024	424B5	SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.
November 25, 2024	EX-99.4	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Defined terms included below have the same meaning as terms defined and included elsewhere in the preliminary prospectus supplement dated November 24, 2024 (the “Preliminary Prospectus Supplement”), except that, unless the context requires otherwise, the term “forward sale agreement” as used herein does not include any additional f
November 25, 2024	EX-10.4	, dated as of November 25, 2024, between Old National Bancorp and Citibank, N.A. (incorporated by reference to exhibit 10.4 of Old National's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024). Exhibit 10.4 Forward Confirmation Date: November 25, 2024 To: Old National Bancorp From: Citibank, N.A. Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Old National Bancorp (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitut
November 25, 2024	EX-99.2	To Partner With November 25, 2024 Exhibit 99.2 To Partner With November 25, 2024 Disclaimer and Caution About Forward - Looking Statements 2 Certain statements in this presentation constitute “forward - looking statements” within the meaning of the Private Securities Lit igation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and S ect ion 21E of the Securities Exchan
November 25, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
November 13, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 13, 2024	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: November 13, 2024 Rick Vach (904) 535-9489 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind. (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that its B
November 6, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 6, 2024	EX-99.1	Exhibit 99.1 3rd Quarter 2024 Investment Thesis November 6, 2024 Slides 5 — 14 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Exhibit 99.1 3rd Quarter 2024 Investment Thesis November 6, 2024 Slides 5 — 14 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be containe
October 31, 2024	SC 13G	ONB / Old National Bancorp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Old National Bancorp/IN (Name of Issuer) Common Stock (Title of Class of Securities) 680033107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
October 30, 2024	EX-10.4	Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.4 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (including any and all Appendices hereto, this “Award Agreement”), made and executed as of March 1, 2024 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] an officer or e
October 30, 2024	EX-10.3	Form of 2024 Restricted Stock Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.3 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (including any and all Appendices hereto, this “Award Agreement”), made and executed as of March 1, 2024 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] an officer or e
October 30, 2024	EX-10.1	Form of 2024 Relative TSR Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.1 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RELATIVE TSR PERFORMANCE UNITS AWARD AGREEMENT This Relative TSR Performance Units Award Agreement (including any and all Appendices hereto, this “Award Agreement”) is entered into as of March 1, 2024 ("Grant Date"), by and between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]]
October 30, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Banc
October 30, 2024	EX-10.2	Form of 2024 ROATCE Performance Units Award Agreement between Old National and certain key associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan, as further amended. Exhibit 10.2 OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN ROATCE PERFORMANCE UNITS AWARD AGREEMENT This ROATCE Performance Units Award Agreement (including any and all Appendices hereto, this “Award Agreement”) is entered into as of March 1, 2024 ("Grant Date"), by and between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]]
October 22, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 22, 2024	EX-99.1	Old National Bancorp Reports Third Quarter 2024 Results Exhibit 99.1 Old National Bancorp Reports Third Quarter 2024 Results Evansville, Ind. (October 22, 2024) Old National Bancorp (NASDAQ: ONB) reports 3Q24 net income applicable to common shares of $139.8 million, diluted EPS of $0.44; $147.2 million and $0.46 on an adjusted1 basis, respectively. CEO COMMENTARY: "Old National’s strong 3rd quarter was driven by a focus on our fundamentals: continuing
September 26, 2024	CORRESP	September 26, 2024 September 26, 2024 Via EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F.
September 4, 2024	EX-10.2	Mutual Separation Agreement dated August 28, 2024 by and between the Company and Brendon B. Falconer Exhibit 10.2 MUTUAL SEPARATION AGREEMENT This MUTUAL SEPARATION AGREEMENT (the “Agreement”) is made and entered into this 28th day of August, 2024 by and between OLD NATIONAL BANCORP, an Indiana corporation, OLD NATIONAL BANK, a wholly owned subsidiary of Old National Bancorp (Old National Bancorp and Old National Bank are referred to collectively in this Agreement as the “Company”), and BRENDON B
September 4, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934o Date of report (Date of earliest event reported): August 28, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
August 16, 2024	EX-99.1	Exhibit 99.1 2nd Quarter 2024 Investment Thesis August 16, 2024 Slides 5 — 15 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform A Exhibit 99.1 2nd Quarter 2024 Investment Thesis August 16, 2024 Slides 5 — 15 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained
August 16, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 15, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old Na
August 13, 2024	EX-24.1	Power of Attorney. EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Nicholas J. Chulos, Executive Vice President, and Michael D. Ebner, Senior Vice President, of Old National Bancorp, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to
August 13, 2024	S-3ASR	As filed with the Securities and Exchange Commission on August 13, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.
August 13, 2024	EX-FILING FEES	Filing Fee Table Calculation of Filing Fee Tables S-3 OLD NATIONAL BANCORP /IN/ Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Fees Previously Paid Carry Forward Securities Carry Forward Securities 1 Equity Common Stock, without par value 415(a)(6) 3,000,000 $ 49,740,000.
July 31, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (
July 23, 2024	EX-99.1	Old National Bancorp Reports Second Quarter 2024 Results Exhibit 99.1 Old National Bancorp Reports Second Quarter 2024 Results Evansville, Ind. (July 23, 2024) Old National Bancorp (NASDAQ: ONB) reports 2Q24 net income applicable to common shares of $117.2 million, diluted EPS of $0.37; $144.1 million and $0.46 on an adjusted1 basis, respectively. CEO COMMENTARY: "Old National’s second quarter results exceeded expectations due to better than expected re
July 23, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 21, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 15, 2024	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: May 15, 2024 Kathy Schoettlin (812) 465-7269 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind., Old National Bancorp (the “Company” or “Old National”) (NASDAQ: ONB) today announced th
May 15, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 7, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 7, 2024	EX-99.1	Exhibit 99.1 1st Quarter 2024 Investment Thesis May 7, 2024 Slides 5 — 15 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act o Exhibit 99.1 1st Quarter 2024 Investment Thesis May 7, 2024 Slides 5 — 15 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in
May 1, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp
April 23, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2024 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
April 23, 2024	EX-99.1	Old National Bancorp Reports First Quarter 2024 Results Exhibit 99.1 Old National Bancorp Reports First Quarter 2024 Results Evansville, Ind. (April 23, 2024) Old National Bancorp (NASDAQ: ONB) reports 1Q24 net income applicable to common shares of $116.3 million, diluted EPS of $0.40; $130.8 million and $0.45 on an adjusted1 basis, respectively. CEO COMMENTARY: "Old National's positive quarterly results were highlighted by continued growth in our gran
April 5, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definiti
April 5, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement
April 1, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
April 1, 2024	EX-99.1	Old National Announces Completion of Merger with CapStar Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: April 1, 2024 Rick Vach (904) 535-9489 [email protected] Old National Announces Completion of Merger with CapStar EVANSVILLE, IND. (NASDAQ: ONB) – Old National Bancorp (“Old National”) today announced the closing of its previo
April 1, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
April 1, 2024	S-8 POS	As filed with the Securities and Exchange Commission on April 1, 2024 As filed with the Securities and Exchange Commission on April 1, 2024 Registration Statement No.
February 27, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 27, 2024	EX-3.1	Amended and Restated By-Laws of Old National, amended February 21, 2024 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2024). Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF OLD NATIONAL BANCORP Effective February 21, 2024 ARTICLE I Section 1. Name. The name of the corporation is Old National Bancorp ("Corporation"). Section 2. Registered Office and Registered Agent. The post-office address of the registered office of the Corporation is One Main Street, Evansville, Indiana 47708, and the name of its Registered Agent at such
February 22, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (Exac
February 22, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 22, 2024	EX-99.1	Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: February 21, 2024 Kathy Schoettlin (812) 465-7269 [email protected] Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program EVANSVILLE, Ind., Old National Bancorp (the “Company” or “Old National”
February 22, 2024	EX-21	s Annual Report on Form 10-K for the year ended December 31, 2023) EXHIBIT 21 OLD NATIONAL BANCORP SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2023 Name of Subsidiary Jurisdiction of Incorporation Business Name of Subsidiary 1834 Investment Advisors Co. Wisconsin 1834 Investment Advisors Co. Old National Bank United States of America Old National Bank Old National Realty Company, Inc. Indiana Old National Realty Company, Inc.
February 22, 2024	EX-97	of Old National’s Annual Report on Form 10-K for the year ended December 31, 202 Exhibit 97 Clawback Policy Policy Statement Old National Bancorp (the “Company”) has adopted this Clawback Policy (the “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Commission (“SEC”) and Rule 5608 of the Nasdaq Stock Market (“Nasdaq”).
February 21, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2024 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 21, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 16, 2024	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 OLD NATIONAL BANC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 16, 2024	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 13, 2024	SC 13G/A	ONB / Old National Bancorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01598-oldnationalbancorpin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Old National Bancorp/IN Title of Class of Securities: Common Stock CUSIP Number: 680033107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t
February 12, 2024	EX-99.1	Exhibit 99.1 4th Quarter 2023 Investment Thesis February 12, 2024 Slides 6 — 16 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Exhibit 99.1 4th Quarter 2023 Investment Thesis February 12, 2024 Slides 6 — 16 Executive Summary 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contain
February 12, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 12, 2024	425	425 Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: February 12, 2024 The following excerpts relating to the pending business combination betwe
February 9, 2024	SC 13G/A	ONB / Old National Bancorp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Old National Bancorp/IN (Name of Issuer) Common Stock (Title of Class of Securities) 680033107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
January 25, 2024	424B3	MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276362 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of CapStar Financial Holdings, Inc.: On October 26, 2023, Old National Bancorp, which we refer to as “Old National”, and CapStar Financial Holdings, Inc., which we refer to as “CapStar”, entered into an Agreement and Plan of Merger, which we
January 23, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 23, 2024 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
January 23, 2024	S-4/A	As filed with the Securities and Exchange Commission on January 22, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 22, 2024 Registration Statement No.
January 23, 2024	425	The following excerpts relating to the pending business combination between Old National Bancorp (“Old National”) and CapStar Financial Holdings, Inc. are from the presentation materials in connection with Old National’s announcement of its financial Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: January 23, 2024 The following excerpts relating to the pending business combination betwee
January 23, 2024	EX-99.1	Old National's 4th Quarter and Record Full-Year Results Supported by Strong Deposit Franchise, Stable Credit Quality and Well-Managed Expenses Exhibit 99.1 Old National's 4th Quarter and Record Full-Year Results Supported by Strong Deposit Franchise, Stable Credit Quality and Well-Managed Expenses Evansville, Ind. (January 23, 2024) Old National Bancorp (NASDAQ: ONB) reports 4Q23 net income applicable to common shares of $128.4 million, diluted EPS of $0.44; $134.6 million and $0.46 on an adjusted1 basis, respectively. Full-year net inco
January 23, 2024	425	*** Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: January 23, 2024 The following excerpts relating to Old National Bancorp’s (“Old National’s
January 23, 2024	EX-99.1	Consent of Morgan Stanley & Co. LLC Exhibit 99.1 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in Amendment No. 1 to the Registration Statement of Old National Bancorp (“Old National”) on Form S-4 (the “Registration Statement”) and in the Proxy Statement/Prospectus of Old National and CapStar Financial Holdings, Inc. (“CapStar”), which is part of the Registration Statement, of our opinion dated October 26, 2023, a
January 23, 2024	EX-99.2	Form of Proxy Card of CapStar Financial Holdings, Inc. Exhibit 99.2 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: CapStar Financial Holdings, Inc. Special Meeting of Shareholders For Shareholders of record as of January 22, 2024 DATE: Thursday, February 29, 2024 TIME: 10:00 AM, Central Time PLACE: Tennessee Bankers Association 211 Athens Way #100, Nashville, Tennessee 37228 This proxy is being solicited on behalf of the Board of Directors of CapStar Financi
January 22, 2024	CORRESP	One Main Street, Evansville, IN 47708 One Main Street, Evansville, IN 47708 January 22, 2024 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.
January 3, 2024	EX-99.1	Consent of Morgan Stanley & Co. LLC Exhibit 99.1 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement of Old National Bancorp (“Old National”) on Form S-4 (the “Registration Statement”) and in the Proxy Statement/Prospectus of Old National and CapStar Financial Holdings, Inc. (“CapStar”), which is part of the Registration Statement, of our opinion dated October 26, 2023, appearing as Annex C
January 3, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Old National Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, no par value Other 24,278,356 (1) $ 396,020,963.
January 3, 2024	S-4	As filed with the Securities and Exchange Commission on January 3, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 3, 2024 Registration Statement No.
January 3, 2024	EX-24.1	Power of Attorney EXHIBIT 24.1 POWER OF ATTORNEY The directors and officers whose signatures appear below hereby make, constitute and appoint Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary of Old National Bancorp (the “Registrant”), to act as their true and lawful attorney-in-fact, with full power to sign on their behalf individually and in each capacity stated below and t
January 3, 2024	EX-2.1	Agreement and Plan of Merger, dated as of October 26, 2023, by and between Old National Bancorp and CapStar Financial Holdings, Inc. Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between CapStar Financial Holdings, Inc., and Old National Bancorp Dated as of October 26, 2023 Table of Contents Page Article I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Treatment of Company Equity Awards 4 1.7 Parent Common Stock 5 1.8
November 15, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 15, 2023	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Durchholz NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: November 15, 2023 Kathy Schoettlin (812) 465-7269 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind., Old National Bancorp (the “Company” or “Old National”) (NASDAQ: ONB) today announc
November 1, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Banc
October 31, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 (October 26, 2023) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 (October 26, 2023) OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
October 31, 2023	EX-2.1	Agreement and Plan of Merger dated as of October 26, 2023 by and between Old National and CapStar Financial Holdings, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023). Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between CapStar Financial Holdings, Inc., and Old National Bancorp Dated as of October 26, 2023 Table of Contents Page Article I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Treatment of Company Equity Awards 4 1.7 Parent Common Stock 5 1.8
October 31, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 (October 26, 2023) OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.
October 31, 2023	EX-99.1	FORM OF SHAREHOLDER VOTING AGREEMENT Exhibit 99.1 EXECUTION VERSION FORM OF SHAREHOLDER VOTING AGREEMENT October 26, 2023 Old National Bancorp One Main Street Evansville, Indiana 47708 Ladies and Gentlemen: The undersigned, being a shareholder of CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), hereby acknowledges that the Company and Old National Bancorp, an Indiana corporation (“Parent”), are concurrently
October 27, 2023	425	Filed by: Old National Bancorp Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: October 26, 2023 On October 26, 2023, Old National Bancorp (“ONB”) held a conference call p
October 26, 2023	EX-99.2	OCTOBER 26, 2023 To Partner With Expanding Nashville Presence; Positioned for Growth in Attractive Markets Forward Looking Statements 2 This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U OCTOBER 26, 2023 To Partner With Expanding Nashville Presence; Positioned for Growth in Attractive Markets Forward Looking Statements 2 This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.
October 26, 2023	EX-99.2	OCTOBER 26, 2023 To Partner With Expanding Nashville Presence; Positioned for Growth in Attractive Markets Forward Looking Statements 2 This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U OCTOBER 26, 2023 To Partner With Expanding Nashville Presence; Positioned for Growth in Attractive Markets Forward Looking Statements 2 This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.
October 26, 2023	EX-99.1	Old National to Partner with Nashville-based CapStar Partnership includes $3.3 billion in total assets and four high-growth metro markets Exhibit 99.1 Old National Contacts: Media: Rick Vach (904) 535-9489 NEWS RELEASE Investors: Lynell Durchholz (812) 464-1366 CapStar Contact: FOR IMMEDIATE RELEASE Michael J. Fowlerv (615) 732-7404 October 26, 2023 Old National to Partner with Nashville-based CapStar Partnership includes $3.3 billion in total assets and four high-growth metro markets EVANSVILLE, IN & NASHVILLE, TN – Old National Ba
October 26, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 26, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 OLD NATIONAL BANCO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 26, 2023	425	Page 2 of 3 Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: October 26. 2023 Old National & CapStar Q&A - For internal use only – October 26, 2023 What
October 26, 2023	EX-99.1	Old National to Partner with Nashville-based CapStar Partnership includes $3.3 billion in total assets and four high-growth metro markets Exhibit 99.1 Old National Contacts: Media: Rick Vach (904) 535-9489 NEWS RELEASE Investors: Lynell Durchholz (812) 464-1366 CapStar Contact: FOR IMMEDIATE RELEASE Michael J. Fowlerv (615) 732-7404 October 26, 2023 Old National to Partner with Nashville-based CapStar Partnership includes $3.3 billion in total assets and four high-growth metro markets EVANSVILLE, IN & NASHVILLE, TN – Old National Ba
October 26, 2023	425	Filed by: Old National Bancorp Filed by: Old National Bancorp (Commission File No.: 001-15817) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: CapStar Financial Holdings, Inc. Commission File No.: 001-37886 Date: October 26, 2023 SUBJECT: Partnership announcement I am excited to share that Old National
October 24, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 24, 2023	EX-99.1	Old National's 3rd Quarter Results Supported by Strong Deposit Franchise, Ample Capital, and Expense Discipline Exhibit 99.1 Old National's 3rd Quarter Results Supported by Strong Deposit Franchise, Ample Capital, and Expense Discipline Evansville, Ind. (October 24, 2023) Old National Bancorp (NASDAQ: ONB) reports 3Q23 net income applicable to common shares of $143.8 million, diluted EPS of $0.49; $149.3 million and $0.51 on an adjusted1 basis, respectively. CEO COMMENTARY: "With a nearly 3% quarterly incre
August 31, 2023	EX-99.1	Exhibit 99.1 2nd Quarter 2023 Investment Thesis August 31, 2023 Slides 5 — 13 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), not Exhibit 99.1 2nd Quarter 2023 Investment Thesis August 31, 2023 Slides 5 — 13 Executive Summary 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with
August 31, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 16, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 16, 2023	EX-99.1	Old National Bancorp Announces Quarterly Dividends Exhibit 99.1 oldnational.com Investor Relations: Lynell Walton NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: August 16, 2023 Kathy Schoettlin (812) 465-7269 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind. — Old National Bancorp (the “Company” or “Old National”) (NASDAQ: ONB) today announced that
August 2, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (
July 25, 2023	EX-99.1	Old National's 2nd Quarter Results Supported by Strong Deposit Franchise, Ample Capital, Stable Credit and Expense Discipline Exhibit 99.1 Old National's 2nd Quarter Results Supported by Strong Deposit Franchise, Ample Capital, Stable Credit and Expense Discipline Evansville, Ind. (July 25, 2023) Old National Bancorp (NASDAQ: ONB) reports 2Q23 net income applicable to common shares of $151.0 million, diluted EPS of $0.52; $156.3 million and $0.54 on an adjusted1 basis, respectively. CEO COMMENTARY: "The strength of Old N
July 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
July 3, 2023	EX-10.1	Form of Employment Agreement dated as of June 28, 2023 between Old National and each of its named executive officers, James C. Ryan III; Mark G. Sander, Brendon B. Falconer; James A. Sandgren; and Kendra L. Vanzo (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on Ju Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between OLD NATIONAL BANCORP, an Indiana corporation, OLD NATIONAL BANK, a wholly-owned subsidiary of Old National Bancorp (Old National Bancorp and Old National Bank are referred to collectively in this Agreement as the “Company”), and XXXXX (the “Executive”), effective as of June 28, 20
July 3, 2023	EX-10.2	and each of its named executive officers, James C. Ryan III; Mark G. Sander, Brendon B. Falconer; James A. Sandgren; and Kendra L. Vanzo (incorporated by reference to Exhibit 10. Exhibit 10.2 CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT This Confidentiality and Restrictive Covenants Agreement (“Agreement”) is made and entered into as of the 28th day of June, 2023 (“Effective Date”), by and between OLD NATIONAL BANCORP, an Indiana corporation, OLD NATIONAL BANK, a wholly-owned subsidiary of Old National Bancorp (Old National Bancorp and Old National Bank are referred
July 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2023 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
June 1, 2023	EX-25.1	Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. under the Senior Indenture and the Subordinated Indenture Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) N/A
June 1, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Old National Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca
June 1, 2023	EX-24.1	Power of Attorney of Directors and Certain Officers of Old National Bancorp EXHIBIT 24.1 POWER OF ATTORNEY The directors and officers whose signatures appear below hereby make, constitute and appoint Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary of Old National Bancorp (the “Registrant”), to act as their true and lawful attorney-in-fact, with full power to sign on their behalf individually and in each capacity stated below and t
June 1, 2023	EX-24.1	Power of Attorney. EX-24.1 4 tm2316925d1ex24-1.htm EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY The directors and officers whose signatures appear below hereby constitute and appoint Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary of Old National Bancorp (the “Registrant”) to act as their true and lawful attorney-in-fact, with full power to sign on their behalf individually a
June 1, 2023	S-8	As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No.
June 1, 2023	EX-4.3	Form of Subordinated Indenture (the “Subordinated Indenture”) to be entered into by Old National and The Bank of New York Trust Company, N.A. EXHIBIT 4.3 [FORM OF SUBORDINATED INDENTURE] OLD NATIONAL BANCORP AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE Indenture Dated as of (Subordinated Debt Securities) Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and this Indenture Trust Indenture Act Section Indenture Section Section 310(a)(1) 609 (a)(2) 609 (b) 610 Section 312(a) 701 (b) 702
June 1, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 CALCULATION OF FILING FEE FORM S-8 (Form Type) Old National Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (3) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, no par value per share Rule 457(c) and Rule 457(h) 1,000,000 $12.
June 1, 2023	S-3ASR	As filed with the Securities and Exchange Commission on May 31, 2023 As filed with the Securities and Exchange Commission on May 31, 2023 Registration No.
May 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 10, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 OLD NATIONAL BANCORP ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 10, 2023	EX-99.1	Old National Bancorp Announces Quarterly Dividends EX-99.1 2 ex991dividendannouncement0.htm EX-99.1 Exhibit 99.1 oldnational.com Investor Relations: Lynell Walton NEWS RELEASE (812) 464-1366 [email protected] FOR IMMEDIATE RELEASE Media Relations: May 10, 2023 Kathy Schoettlin (812) 465-7269 [email protected] Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind., Old National Bancorp (the “Company” or “Old
May 9, 2023	EX-99.1	Investment Thesis Financial Data as of March 31, 2023 Dated: May 2023 Exhibit 99.1 2 Executive Summary Slides 5 — 14 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securitie onbinvestmentthesis1q23 Investment Thesis Financial Data as of March 31, 2023 Dated: May 2023 Exhibit 99.
May 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 OLD NATIONAL BANCORP (E UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 3, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp
April 25, 2023	EX-99.1	Old National's 1st Quarter Results Supported by Strong Deposit Franchise, Ample Liquidity, Stable Credit and Expense Discipline Exhibit 99.1 Old National's 1st Quarter Results Supported by Strong Deposit Franchise, Ample Liquidity, Stable Credit and Expense Discipline Evansville, Ind. (April 25, 2023) Old National Bancorp (NASDAQ: ONB) reports 1Q23 net income applicable to common shares of $142.6 million, diluted EPS of $0.49; $159.1 million and $0.54 on an adjusted1 basis, respectively. COMMENTARY BY CEO JIM RYAN: Reflect
April 25, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2023 OLD NATIONAL BANCORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
March 30, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definiti
March 30, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement
February 22, 2023	EX-10.18	First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan (incorporated by reference to Exhibit 10.18 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.18 First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan Master Plan Document Amended and Restated effective January 1, 2008 TABLE OF CONTENTS ARTICLE I GENERAL 1 1.1Effective Date 1 1.2Purpose 1 1.3Intent 1 ARTICLE II DEFINITIONS AND USAGE 2 2.1Definitions 2 2.2Usage. 3 ARTICLE III ELIGIBILITY AND PARTICIPATION 3 3.1Eligibility 3 3.2Participation 4 3.3Deferral Electi
February 22, 2023	EX-10.35	Employment Agreement, amended and restated as of January 18, 2019, by and between First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Michael L. Scudder (incorporated by reference to Exhibit 10.35 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.35 EMPLOYMENT AGREEMENT (Amended and Restated) THIS EMPLOYMENT AGREEMENT (this “Agreement”) made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and MICHAEL L. SCUDDER (“Executive”), effective as of June 18, 2018 (“Effective Date”), is amended and restated effective as of January 18, 2019. W I T N E S S E T H: WHEREAS, the Company is desirous of continuing Executive’s employment
February 22, 2023	EX-10.17	Amendment of the First Midwest Bancorp, Inc. Nonqualified Retirement Plan (incorporated by reference to Exhibit 10.17 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.17 FREEZE AMENDMENT TO THE FIRST MIDWEST BANCORP, INC. NONQUALIFIED RETIREMENT PLAN (As Amended and Restated Generally Effective as of January 1, 2014) WHEREAS, Old National Bancorp (successor by merger to First Midwest Bancorp, Inc.) (the “Company”) maintains the First Midwest Bancorp, Inc. Nonqualified Retirement Plan, as amended and restated effective January 1, 2014 (the “Plan”); an
February 22, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 22, 2023	EX-10.37	Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Michael L. Scudder Exhibit 10.37 Execution Version [FMBI Letterhead] May 30, 2021 Michael L. Scudder At the address on file with the Corporation Dear Michael: Reference is made to the Agreement and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “
February 22, 2023	EX-10.36	Confidentiality and Restrictive Covenants Agreement, dated as of June 18, 2018, by and between the First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Michael L. Scudder (incorporated by reference to Exhibit 10.36 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.36 FIRST MIDWEST BANCORP, INC. CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT This Confidentiality and Restrictive Covenants Agreement (this “Agreement”), dated as of June 18, 2018, is made by and among First Midwest Bancorp, Inc. (“FMBI”), and its subsidiary First Midwest Bank (the “Bank”), and each of their successors and assigns (including FMBI’s and the Bank’s respective subsid
February 22, 2023	EX-10.22	Old National Bancorp Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.22 OLD NATIONAL BANCORP ANNUAL INCENTIVE COMPENSATION PLAN 1.Effective Date and Purpose The Talent Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Old National Bancorp (“Old National” and, together with its subsidiaries and affiliates and their respective successors and assigns, the “Company”) hereby adopts the Old National Bancorp Ann
February 22, 2023	EX-10.9	Second Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.9 SECOND AMENDMENT OF THE OLD NATIONAL BANCORP DIRECTORS DEFERRED COMPENSATION PLAN (As Amended and Restated Generally Effective as of January 1, 2020) WHEREAS, Old National Bancorp (the “Corporation”) maintains the Old National Bancorp Directors Deferred Compensation Plan (As Amended and Restated Generally Effective as of January 1, 2020) (the “Plan”); WHEREAS, pursuant to the authorit
February 22, 2023	EX-10.8	First Amendment of the Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.8 FIRST AMENDMENT OF THE OLD NATIONAL BANCORP DIRECTORS DEFERRED COMPENSATION PLAN (As Amended and Restated Generally Effective as of January 1, 2020) WHEREAS, Old National Bancorp (the “Corporation”) maintains the Old National Bancorp Directors Deferred Compensation Plan (As Amended and Restated Generally Effective as of January 1, 2020) (the “Plan”); WHEREAS, pursuant to the authority
February 22, 2023	EX-10.40	Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Mark G. Sander (incorporated by reference to Exhibit 10.40 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.40 Execution Version [FMBI Letterhead] May 30, 2021 Mark G. Sander At the address on file with the Corporation Dear Mark: Reference is made to the Agreement and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger
February 22, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (Exac
February 22, 2023	EX-10.39	Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between the First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Mark G. Sander (incorporated by reference to Exhibit 10.39 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.39 FIRST MIDWEST BANCORP, INC. CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENT This Confidentiality and Restrictive Covenants Agreement (this “Agreement”), dated as of January 18, 2019, is made by and among First Midwest Bancorp, Inc. (“FMBI”), and its subsidiary First Midwest Bank (the “Bank”), and each of their successors and assigns (including FMBI’s and the Bank’s respective sub
February 22, 2023	EX-10.12	Second Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.12 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.12 SECOND AMENDMENT OF THE OLD NATIONAL BANCORP EXECUTIVE DEFERRED COMPENSATION PLAN (As Amended and Restated Generally Effective as of January 1, 2020) WHEREAS, Old National Bancorp (the “Corporation”) maintains the Old National Bancorp Executive Deferred Compensation Plan (As Amended and Restated Generally Effective as of January 1, 2020) (the “Plan”); WHEREAS, the Plan was amended ef
February 22, 2023	EX-10.11	First Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.11 FIRST AMENDMENT OF THE RESTATEMENT OF OLD NATIONAL BANCORP EXECUTIVE DEFERRED COMPENSATION PLAN (Effective January 1, 2018) WHEREAS, Old National Bancorp (the "Corporation") maintains the Restatement of Old National Bancorp Executive Deferred Compensation Plan (Effective January 1, 2018, as amended on April 19, 2018 and further amended on January 1, 2020) (the "Plan"); and WHEREAS, t
February 22, 2023	EX-10.16	First Midwest Bancorp, Inc. Nonqualified Retirement Plan (incorporated by reference to Exhibit 10.16 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.16 First Midwest Bancorp, Inc. Nonqualified Retirement Plan Master Plan Document Amended and Restated effective January 1, 2008 TABLE OF CONTENTS Page Article 1 Definitions. 1 Article 2 Selection, Enrollment, Eligibility 9 2.1Selection by Committee 9 2.2Enrollment Requirements 9 2.3Eligibility; Commencement of Participation 9 2.4Termination of Participation and/or Deferrals 10 Article 3
February 22, 2023	EX-99.1	Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program Exhibit 99.1 Old National Bancorp Announces Quarterly Dividends and Stock Repurchase Program EVANSVILLE, Ind., February 22, 2023 – Old National Bancorp (the “Company” or “Old National”) (NASDAQ: ONB) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s outstanding shares of common stock. This quarterly cash dividend will be payable on M
February 22, 2023	EX-10.38	Employment Agreement, dated as of January 18, 2019, by and between First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Mark G. Sander (incorporated by reference to Exhibit 10.38 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.38 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and MARK G. SANDER (“Executive”), effective as of January 18, 2019 (“Effective Date”). W I T N E S S E T H: WHEREAS, the Company is desirous of continuing Executive’s employment in a new position as President and Chief Operating Officer of the Company and t
February 22, 2023	EX-10.13	Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.13 THIRD AMENDMENT OF THE OLD NATIONAL BANCORP EXECUTIVE DEFERRED COMPENSATION PLAN (As Amended and Restated Generally Effective as of January 1, 2020) WHEREAS, Old National Bancorp (the “Corporation”) maintains the Old National Bancorp Executive Deferred Compensation Plan (As Amended and Restated Generally Effective as of January 1, 2020) (the “Plan”); WHEREAS, pursuant to the authorit
February 22, 2023	EX-10.14	First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.14 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.14 First Midwest Bancorp, Inc. Deferred Compensation Plan For Nonemployee Directors Master Plan Document Amended and Restated Effective as of January 1, 2008 SECTION 1 ESTABLISHMENT AND PURPOSE 1 1.1Establishment 1 1.2Purpose 1 1.3Coordination with Nonqualified Retirement Plan 1 1.4Effective Date 1 SECTION 2 DEFINITIONS 1 2.1Definitions 1 2.2Gender and Number 2 SECTION 3 ELIGIBILITY AND
February 22, 2023	EX-21	Subsidiaries of Old National Bancorp EXHIBIT 21 OLD NATIONAL BANCORP SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2022 Name of Subsidiary Jurisdiction of Incorporation Business Name of Subsidiary 1834 Investment Advisors Co.
February 22, 2023	EX-4.1	Exhibit 4.1 Exhibit 4.1 Description of Capital Stock The following is a summary of information concerning capital stock of Old National Bancorp (the “Company”). The summaries and descriptions below do not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation and By-laws, each of which are incorporated by reference as an exhibit to the Annual Repor
February 22, 2023	EX-10.15	Amendment of the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.15 of Old National’s Annual Report on Form 10-K for the year ended December 31, 2022). Exhibit 10.15 FREEZE AMENDMENT TO THE FIRST MIDWEST BANCORP, INC. DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS (As Amended and Restated Generally Effective as of January 1, 2008) WHEREAS, Old National Bancorp (successor by merger to First Midwest Bancorp, Inc.) (the “Company”) maintains the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the “Directors Pla
February 16, 2023	EX-24	LIMITED POWER OF ATTORNEY Exhibit 24 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas J.
February 13, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 13, 2023	EX-99.1	Investment Thesis Financial Data as of December 31, 2022 Dated: February 2023 Exhibit 99.1 2 Executive Summary Slides 6 — 14 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private S Investment Thesis Financial Data as of December 31, 2022 Dated: February 2023 Exhibit 99.
February 10, 2023	SC 13G/A	ONB / Old National Bancorp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Old National Bancorp/IN (Name of Issuer) Common Stock (Title of Class of Securities) 680033107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
February 9, 2023	SC 13G/A	ONB / Old National Bancorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01567-oldnationalbancorpin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Old National Bancorp/IN Title of Class of Securities: Common Stock CUSIP Number: 680033107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t
January 24, 2023	EX-99.1	Old National Reports 43% EPS Growth from 3Q22, 10% on an Adjusted Basis1, Driven by Commercial Loan Growth, Net Interest Margin Expansion and Expense Discipline Exhibit 99.1 Old National Reports 43% EPS Growth from 3Q22, 10% on an Adjusted Basis1, Driven by Commercial Loan Growth, Net Interest Margin Expansion and Expense Discipline EVANSVILLE, Ind. (January 24, 2023) Old National Bancorp (NASDAQ: ONB) reports 4Q22 net income applicable to common shares of $196.7 million, diluted EPS of $0.67; $164.3 million and $0.56 on an adjusted1 basis, respectively.
January 24, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2023 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 22, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 3, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
November 3, 2022	EX-99.1	Old National Bancorp Announces Quarterly Dividends EX-99.1 2 ex991dividendannouncement1.htm EX-99.1 Exhibit 99.1 Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind., November 3, 2022 – Old National Bancorp (“Old National”) (NASDAQ: ONB) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on its outstanding shares of common stock. This quarterly cash dividend will be payable on December
November 2, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Banc
October 31, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 31, 2022	EX-99.1	Investment Thesis FINANCIAL DATA AS OF September 30, 2022 DATED: November 2022 Exhibit 99.1 2 Executive Summary Slides 5 — 14 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Investment Thesis FINANCIAL DATA AS OF September 30, 2022 DATED: November 2022 Exhibit 99.
October 25, 2022	EX-99.1	Old National Reports 24% EPS Growth from 2Q22, 11% on an Adjusted Basis1, Driven by Robust Commercial Loan Growth and Net Interest Margin Expansion Exhibit 99.1 Old National Reports 24% EPS Growth from 2Q22, 11% on an Adjusted Basis1, Driven by Robust Commercial Loan Growth and Net Interest Margin Expansion EVANSVILLE, Ind. (October 25, 2022) Old National Bancorp (NASDAQ: ONB) reports 3Q22 net income applicable to common shares of $136.1 million, diluted EPS of $0.47. Adjusted net income applicable to common shares1 of $150.4 million, adjuste
October 25, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 4, 2022	EX-24.1	Power of Attorney. EXHIBIT 24.1 POWER OF ATTORNEY The officers and directors whose signatures appear below hereby constitute and appoint Nicholas J. Chulos to act as their true and lawful attorney-in-fact, with full power to sign on their behalf individually and in each capacity stated below and to file the registration statement on Form S-8 and all amendments and post-effective amendments to such registration state
October 4, 2022	EX-FILING FEES	Filing Fee Table. Exhibit 107 CALCULATION OF FILING FEE FORM S-8 (Form Type) Old National Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (3) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, no par value per share Rule 457(c) and Rule 457(h) 9,000,000 $16.
October 4, 2022	S-8	As filed with the Securities and Exchange Commission on October 4, 2022 As filed with the Securities and Exchange Commission on October 4, 2022 Registration No.
September 13, 2022	EX-99.1	* * * Exhibit 99.1 To: Directors and Executive Officers of Old National Bancorp From: Nicholas J. Chulos Date: September 13, 2022 Subject: Important Notice Regarding 401(k) Blackout Period and Restrictions on Ability to Trade in Company Securities This notice is to inform you of certain temporary restrictions on your ability to trade in Old National Bancorp (the ?Company?) securities (including deposita
September 13, 2022	8-K	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 22, 2022	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2022 (August 16, 2022) OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 22, 2022	EX-16.1	EX-16.1 Exhibit 16.1
August 18, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 18, 2022	EX-99.1	Old National Bancorp Announces Quarterly Dividends EX-99.1 2 ex991dividendannouncement8.htm EX-99.1 Exhibit 99.1 Media: Kathy Schoettlin (812) 465-7269 August 18, 2022 Investors: Lynell Walton (812) 464-1366 Old National Bancorp Announces Quarterly Dividends EVANSVILLE, Ind., August 18, 2022 – Old National Bancorp (“Old National”) (NASDAQ: ONB) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on its
August 12, 2022	EX-99.1	Investment Thesis FINANCIAL DATA AS OF June 30, 2022 DATED: August 2022 Exhibit 99.1 2 Executive Summary Slides 5 — 14 3 Forward-Looking Statements These materials contain certain "forward-looking statements" within the meaning of the Private Securit Investment Thesis FINANCIAL DATA AS OF June 30, 2022 DATED: August 2022 Exhibit 99.
August 12, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 3, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15817 Old National Bancorp (
July 26, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
July 26, 2022	EX-99.1	Old National's Strong 2nd Quarter Driven by Robust Commercial Loan Growth and Net Interest Margin Expansion Exhibit 99.1 Exhibit 99.1 Old National's Strong 2nd Quarter Driven by Robust Commercial Loan Growth and Net Interest Margin Expansion EVANSVILLE, Ind. (July 26, 2022) Old National Bancorp (NASDAQ: ONB) reports 2Q22 net income applicable to common shares of $111.0 million, diluted EPS of $0.38. Adjusted net income applicable to common shares1 of $134.6 million, or $0.46 per diluted common share. CE
June 27, 2022	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 31, 2022	EX-99.1	Investment Thesis FINANCIAL DATA AS OF March 31, 2022 DATED: May 2022 Exhibit 99.1 2 Executive Summary Slides 5-14 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 19 Investment Thesis FINANCIAL DATA AS OF March 31, 2022 DATED: May 2022 Exhibit 99.1 2 Executive Summary Slides 5-14 3 These materials contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National?s financial condition, results of operations, asset and credit qual
May 31, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) INDIANA 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 23, 2022	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2022 OLD NATIONAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 001-15817 35-1539838 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

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