OLD NATIONAL BANCORP /IN/

Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 30 banking companies headquartered in the United States with consolidated assets of $53.9 billion at March 31, 2025. The Company’s corporate headquarters and principal executive office are located in Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Through our wholly owned banking subsidiary and non-bank affiliates, we provide a wide range of services primarily throughout the Midwest and Southeast regions of the United States. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services.

Net income applicable to common shares for the first quarter of 2025 was $140.6 million, or $0.44 per diluted common share, compared to $149.8 million, or $0.47 per diluted common share, for the fourth quarter of 2024.

Results for the first quarter of 2025 were impacted by $5.9 million in pre-tax merger-related expenses and $0.1 million of net securities losses. Results for the fourth quarter of 2024 were impacted by $8.1 million of merger-related expenses and $0.1 million of net securities losses. Excluding these items, net income applicable to common shares for the first quarter of 2025 was $145.5 million, or $0.45 per diluted common share on an adjusted basis 1, compared to $156.0 million, or $0.49 per diluted common share on an adjusted basis 1, for the fourth quarter of 2024.

Our results for the first quarter of 2025 reflected growth in total loans and deposits, modest compression of net interest income reflective of lower accretion and fewer days in the quarter, resilient credit quality, and disciplined expense management.

Deposits: Period-end total deposits increased $211.0 million, or 2.1% annualized, to $41.0 billion at March 31, 2025 compared to December 31, 2024.

Loans: Our loan balances, excluding loans held-for-sale, increased $128.1 million, or 1.4% annualized, to $36.4 billion at March 31, 2025 compared to December 31, 2024. Excluding $71 million of commercial real estate loans sold in the quarter, total loans increased 2.3% annualized.

Net Interest Income: Net interest income decreased $6.5 million to $387.6 million compared to the fourth quarter of 2024 driven by lower accretion, fewer days in the quarter, and earning asset mix, partly offset by lower funding costs.

Provision for Credit Losses: Provision for credit losses was $31.4 million compared to $27.0 million in the fourth quarter of 2024.

Noninterest Income: Noninterest income decreased $2.0 million to $93.8 million compared to the fourth quarter of 2024 reflecting lower company-owned life insurance and seasonally lower bank fees.

Noninterest Expense: Noninterest expense decreased $8.4 million compared to the fourth quarter of 2024. For the first quarter of 2025, noninterest expense included $5.9 million of pre-tax merger-related expenses compared to $8.1 million of merger-related expenses in the fourth quarter of 2024. Excluding these expenses, noninterest expense was $262.6 million for the first quarter of 2025, a decrease of $6.1 million from $268.7 million for the fourth quarter of 2024 driven by lower FDIC assessment expense, other expense, and tax credit amortization.

(1)Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.

On April 1, 2024, Old National completed its acquisition of CapStar, strengthening our presence in Nashville and other high-growth Southeastern markets. On November 25, 2024, Old National entered into a definitive agreement and plan of merger with Bremer Financial Corporation. The definitive merger agreement has been approved by the Board of Directors of Old National and the Board of Directors and shareholders of Bremer, and we have received all necessary regulatory approvals. The transaction is anticipated to close on May 1, 2025, subject to customary closing conditions.