OLD NATIONAL BANCORP /IN/

Old National is the fifth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States with consolidated assets of $71.0 billion at June 30, 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 second quarter of 2025 was $121.4 million, or $0.34 per diluted common share, compared to $140.6 million, or $0.44 per diluted common share, for the first quarter of 2025.

Results for the second quarter of 2025 were impacted by the following pre-tax items as a result of Old National’s acquisition of Bremer Financial Corporation (“Bremer”) on May 1, 2025: $41.2 million in merger-related expenses, $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD loans (including unfunded commitments), and a $21.0 million gain associated with the freezing of benefits of the Bremer pension plan. Results for the first quarter of 2025 were impacted by $5.9 million of merger-related expenses and $0.1 million of net securities losses. Excluding these items, net income applicable to common shares for the second quarter of 2025 was $190.9 million, or $0.53 per diluted common share on an adjusted basis 1, compared to $145.5 million, or $0.45 per diluted common share on an adjusted basis 1, for the first quarter of 2025.

Our results for the second quarter of 2025 include two months of Bremer operations and reflect organic growth in total loans, deposits, and net interest income, disciplined expense management, and strong credit quality and capital.

Deposits: Period-end total deposits increased $13.3 billion to $54.4 billion at June 30, 2025 compared to March 31, 2025. Excluding Bremer deposits assumed and brokered deposits, period-end deposits were up 1% annualized.

Loans: Our loan balances, excluding loans held-for-sale, increased $11.5 billion to $47.9 billion at June 30, 2025 compared to March 31, 2025. Excluding $11.2 billion of Bremer loans acquired, period-end total loans were up 4% annualized.

Net Interest Income: Net interest income increased $127.1 million to $514.8 million compared to the first quarter of 2025 driven by Bremer, organic loan growth, and higher asset yields, partly offset by higher funding costs.

Provision for Credit Losses: Provision for credit losses was $106.8 million. Excluding $75.6 million of CECL Day 1 non-PCD provision expense related to the allowance for credit losses established on acquired non-PCD Bremer loans (including unfunded loan commitments), provision was $31.2 million compared to $31.4 million in the first quarter of 2025.

Noninterest Income: Noninterest income increased $38.7 million to $132.5 million compared to the first quarter of 2025 reflecting Bremer and organic growth of fee-based businesses.

Noninterest Expense: Noninterest expense increased $116.3 million compared to the first quarter of 2025. In the second quarter of 2025, noninterest expense included $41.2 million of merger-related expenses compared to $5.9 million of merger-related expenses in the first quarter of 2025. Excluding these expenses, noninterest expense was $343.6 million for the second quarter of 2025, an increase of $80.9 million from $262.6 million for the first quarter of 2025 driven by Bremer-related operating costs and additional intangibles amortization.

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

BREMER ACQUISITION

On May 1, 2025, Old National completed its acquisition of Bremer, and its wholly owned banking subsidiary, Bremer Bank, National Association. At closing, Bremer had approximately $16.3 billion of total assets, $11.1 billion of total loans, and $12.9 billion of deposits. The consideration paid totaled $1.3 billion and consisted of 50.2 million shares of Old National common stock and $314.6 million of cash. The majority of system conversions related to the acquisition are anticipated to be completed in mid-October 2025.