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OLD NATIONAL BANCORP /IN/

For the period ended Jun 30, 2025. Filed Jul 30, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 30, 2025

ONB$25.26-0.4%Stored close · as of Nov 10, 2026

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Item 2. Results of Operations

RESULTS OF OPERATIONS

The following table sets forth certain income statement information of Old National:

(dollars in thousands, except per share data) · Three Months EndedJune 30, · %Change · Six Months EndedJune 30, · %Change
2025 · 2024 · 2025 · 2024
Income Statement Summary:
Net interest income$514,790$388,42132.5%$902,433$744,87921.2%
Provision for credit losses106,83536,214195.0138,23855,105150.9
Noninterest income132,51787,27151.8226,311164,79337.3
Noninterest expense384,766282,99936.0653,237545,31619.8
Net income applicable to common shareholders121,375117,1963.6262,000233,44612.2
Net income per common share - diluted0.340.37(8.1)0.770.77—
Other Data:
Return on average common equity6.74%8.17%7.83%8.45%
Return on average tangible common equity (1)12.0014.0713.3914.48
Efficiency ratio (1)55.8057.1754.9257.73
Tier 1 leverage ratio9.268.909.268.90
Net charge-offs to average loans0.240.160.240.15

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

Net Interest Income

Net interest income is the most significant component of our earnings, comprising 80% of revenues for the six months ended June 30, 2025. Net interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of interest-earning assets and interest-bearing liabilities.

The Federal Reserve held its interest rates steady during the second quarter of 2025 and decreased interest rates compared to June 30, 2024. The Federal Reserve’s Federal Funds Rate is currently in a target range of 4.25% to 4.50%, with the Effective Federal Funds Rate of 4.33% at June 30, 2025 compared to 5.33% at June 30, 2024. Management actively takes balance sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this Item 7 titled “Market Risk” for additional information regarding this risk.

Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments can also exert significant influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.

Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. We used the current federal statutory tax rate in effect of 21% for all periods. This analysis portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis and that it may enhance comparability for peer comparison purposes for both management and investors.

The following tables present the average balance sheet for each major asset and liability category, its related interest income and yield, or its expense and rate.

(Tax equivalent basis,dollars in thousands) · Three Months EndedJune 30, 2025 · Three Months EndedJune 30, 2024
Earning Assets · Average Balance · Income (1)/Expense · Yield/Rate · Average Balance · Income (1)/Expense · Yield/Rate
Money market and other interest-earning investments$1,424,700$14,7914.16%$814,944$11,3115.58%
Investment securities:
Treasury and government sponsored agencies2,396,69120,8203.47%2,208,93521,5313.90%
Mortgage-backed securities8,567,31887,7344.10%5,828,22547,9043.29%
States and political subdivisions1,596,89913,4023.36%1,686,99414,2903.39%
Other securities970,58115,7706.50%788,57112,5836.38%
Total investment securities13,531,489137,7264.07%10,512,72596,3083.66%
Loans: (2)
Commercial13,240,876219,4466.63%10,345,098183,4257.09%
Commercial real estate20,022,403316,4226.32%15,870,809260,4076.56%
Residential real estate loans7,792,44088,8524.56%6,952,94267,6833.89%
Consumer3,049,34154,7877.21%2,910,33150,8697.03%
Total loans44,105,060679,5076.16%36,079,180562,3846.24%
Total earning assets59,061,249$832,0245.64%47,406,849$670,0035.66%
Deduct: Allowance for credit losses on loans(404,871)(331,043)
Non-Earning Assets
Cash and due from banks426,513430,256
Other assets6,403,2395,341,022
Total assets$65,486,130$52,847,084
Interest-Bearing Liabilities
Checking and NOW accounts$8,594,591$29,2911.37%$8,189,454$34,3981.69%
Savings accounts4,968,2323,7770.30%5,044,8005,2540.42%
Money market accounts15,055,735110,9332.96%10,728,156102,5603.84%
Time deposits, excluding brokered deposits7,092,12467,2043.80%5,358,10356,5864.25%
Brokered deposits2,530,72628,8834.58%1,244,23717,0085.50%
Total interest-bearing deposits38,241,408240,0882.52%30,564,750215,8062.84%
Federal funds purchased and interbank borrowings88,6039534.31%148,8351,9865.37%
Securities sold under agreements to repurchase295,9486360.86%249,9396391.03%
FHLB advances6,037,46259,0423.92%4,473,97844,6434.01%
Other borrowings828,2149,4524.58%891,60912,1685.49%
Total borrowed funds7,250,22770,0833.88%5,764,36159,4364.15%
Total interest-bearing liabilities$45,491,635$310,1712.73%$36,329,111$275,2423.05%
Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits$11,568,854$9,558,675
Other liabilities973,525980,322
Shareholders’ equity7,452,1165,978,976
Total liabilities and shareholders’ equity$65,486,130$52,847,084
Net interest income - taxable equivalent basis$521,8533.53%$394,7613.33%
Taxable equivalent adjustment(7,063)(6,340)
Net interest income (GAAP)$514,7903.49%$388,4213.28%

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.

(Tax equivalent basis,dollars in thousands) · Six Months EndedJune 30, 2025 · Six Months EndedJune 30, 2024
Earning Assets · Average Balance · Income (1)/Expense · Yield/Rate · Average Balance · Income (1)/Expense · Yield/Rate
Money market and other interest-earning investments$1,109,634$23,6064.29%$786,094$21,2965.45%
Investment securities:
Treasury and government sponsored agencies2,357,99540,8393.46%2,285,70644,7973.92%
Mortgage-backed securities7,433,868142,2573.83%5,592,65586,7923.10%
States and political subdivisions1,603,82126,6443.32%1,683,58528,2663.36%
Other securities871,26226,2826.03%779,50424,7566.35%
Total investment securities12,266,946236,0223.85%10,341,450184,6113.57%
Loans: (2)
Commercial11,827,287385,0416.51%9,942,741350,6887.05%
Commercial real estate18,128,526562,3576.20%15,119,590490,4936.49%
Residential real estate loans7,306,465156,5004.28%6,823,378130,6863.83%
Consumer2,960,769104,2577.10%2,777,71194,4636.84%
Total loans40,223,0471,208,1556.01%34,663,4201,066,3306.16%
Total earning assets53,599,627$1,467,7835.48%45,790,964$1,272,2375.56%
Deduct: Allowance for credit losses on loans(401,835)(322,256)
Non-Earning Assets
Cash and due from banks399,620396,466
Other assets5,901,7055,151,308
Total assets$59,499,117$51,016,482
Interest-Bearing Liabilities
Checking and NOW$8,063,393$53,1411.33%$7,665,327$59,6501.56%
Savings4,830,9987,3850.31%5,035,10010,2710.41%
Money market13,369,560199,3143.01%10,322,808196,7733.83%
Time deposits, excluding brokered deposits6,547,143123,6893.81%5,023,620104,0184.16%
Brokered deposits2,041,45947,0544.65%1,145,74430,5335.36%
Total interest-bearing deposits34,852,553430,5832.49%29,192,599401,2452.76%
Federal funds purchased and interbank borrowings118,2022,5784.40%108,9622,9475.44%
Securities sold under agreements to repurchase284,5181,1870.84%273,0881,5561.15%
FHLB advances5,255,372100,9383.87%4,430,23685,8103.90%
Other borrowings752,40817,6414.73%858,72723,2075.43%
Total borrowed funds6,410,500122,3443.85%5,671,013113,5204.03%
Total interest-bearing liabilities$41,263,053$552,9272.70%$34,863,612$514,7652.97%
Noninterest-Bearing Liabilities and Shareholders’ Equity
Demand deposits$10,339,594$9,408,406
Other liabilities959,309972,205
Shareholders’ equity6,937,1615,772,259
Total liabilities and shareholders’ equity$59,499,117$51,016,482
Net interest income - taxable equivalent basis$914,8563.41%$757,4723.31%
Taxable equivalent adjustment(12,423)(12,593)
Net interest income (GAAP)$902,4333.37%$744,8793.25%

(1)Interest income is reflected on a fully taxable equivalent basis.

(2)Includes loans held-for-sale.

The following table presents the dollar amount of changes in taxable equivalent net interest income attributable to changes in the average balances of assets and liabilities and the yields earned or rates paid.

From Three Months EndedJune 30, 2024 to ThreeMonths Ended June 30, 2025 · From Six Months EndedJune 30, 2024 to SixMonths Ended June 30, 2025
TotalChange (1) · Attributed to · TotalChange (1) · Attributed to
(dollars in thousands) · Volume · Rate · Volume · Rate
Interest Income
Money market and other interest-earning investments$3,480$7,439$(3,959)$2,310$7,837$(5,527)
Investment securities (2)41,41829,19112,22751,41135,71115,700
Loans (3)117,123124,592(7,469)141,825169,394(27,569)
Total interest income162,021161,222799195,546212,942(17,396)
Interest Expense
Checking and NOW deposits(5,107)1,602(6,709)(6,509)2,824(9,333)
Savings deposits(1,477)(60)(1,417)(2,886)(369)(2,517)
Money market deposits8,37336,916(28,543)2,54151,811(49,270)
Time deposits, excluding brokered deposits10,61817,508(6,890)19,67130,143(10,472)
Brokered deposits11,87516,209(4,334)16,52122,297(5,776)
Federal funds purchased and interbank borrowings(1,033)(725)(308)(369)224(593)
Securities sold under agreements to repurchase(3)109(112)(369)56(425)
FHLB advances14,39915,551(1,152)15,12815,842(714)
Other borrowings(2,716)(777)(1,939)(5,566)(2,710)(2,856)
Total interest expense34,92986,333(51,404)38,162120,118(81,956)
Net interest income$127,092$74,889$52,203$157,384$92,824$64,560

(1)The variance not solely due to rate or volume is allocated equally between the rate and volume variances.

(2)Interest income on investment securities includes taxable equivalent adjustments of $2.7 million and $5.3 million during the three and six months ended June 30, 2025, respectively, and $2.8 million and $5.6 million during the three and six months ended June 30, 2024, respectively; using the federal statutory rate in effect of 21%.

(3)Interest income on loans includes taxable equivalent adjustments of $4.4 million and $7.1 million during the three and six months ended June 30, 2025, respectively, and $3.5 million and $7.0 million during the three and six months ended June 30, 2024, respectively; using the federal statutory rate in effect of 21%.

The increase in net interest income for the three and six months ended June 30, 2025 compared to the same periods in 2024 was driven by the acquisition of Bremer as well as strong loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities.

The increase in net interest margin on a fully taxable equivalent basis for the three and six months ended June 30, 2025 compared to the same periods in 2024 was primarily due to Bremer, loan growth, and lower costs of average interest-bearing liabilities, partially offset by higher balances of average interest-bearing liabilities. The yield on interest earning assets decreased 2 basis points and the cost of interest-bearing liabilities decreased 32 basis points in the three months ended June 30, 2025 compared to the same quarter a year ago. The yield on interest earning assets decreased 8 basis points and the cost of interest-bearing liabilities decreased 27 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Average earning assets increased $11.7 billion, and $7.8 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans and securities acquired as well as strong loan growth.

Average loans, including loans held-for-sale, increased $8.0 billion and $5.6 billion for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to Bremer loans acquired as well as strong commercial and commercial real estate loan growth. Bremer loans totaled $11.2 billion at the close of the acquisition.

Average noninterest-bearing deposits increased $2.0 billion while average interest-bearing deposits increased $7.7 billion for the three months ended June 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Average noninterest-bearing deposits increased $931.2 million while average interest-bearing deposits increased $5.7 billion for the six months ended June 30, 2025 when compared to the same period in 2024 reflecting Bremer deposits assumed and organic growth. Bremer deposits assumed totaled $12.9 billion at the close of the acquisition.

Provision for Credit Losses

The following table details the components of the provision for credit losses:

Three Months EndedJune 30, · % · Six Months EndedJune 30, · %
(dollars in thousands) · 2025 · 2024 · Change · 2025 · 2024 · Change
Provision for credit losses on loans$99,263$36,745170.1%$130,289$60,598115.0%
Provision (release) for credit losses on unfunded loan commitments7,572(531)(1,526.0)7,949(5,493)(244.7)
Total provision for credit losses$106,835$36,214195.0%$138,238$55,105150.9%
Net (charge-offs) recoveries on non-PCD loans$(23,363)$(9,821)137.9%$(42,199)$(15,882)165.7%
Net (charge-offs) recoveries on PCD loans(3,165)(4,224)(25.1)(5,945)(9,913)(40.0)
Total net (charge-offs) recoveries on loans$(26,528)$(14,045)88.9%$(48,144)$(25,795)86.6%
Net charge-offs (recoveries) to average loans0.24%0.16%54.5%0.24%0.15%60.9

Total provision for credit losses on loans increased in the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to $75.6 million to establish an allowance for credit losses on non-PCD Bremer loans and unfunded loan commitments acquired. In addition, higher net charge-offs and macroeconomic factors contributed to the increases. The provision for credit losses on loans in the three and six months ended June 30, 2024 included $15.3 million to establish an allowance for credit losses on non-PCD CapStar loans acquired. Continued loan growth in future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses balance.

Noninterest Income

We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses from our core banking franchise and other related businesses, such as wealth management, investment consulting, and investment products. The following table details the components in noninterest income:

Three Months EndedJune 30, · % · Six Months EndedJune 30, · %
(dollars in thousands) · 2025 · 2024 · Change · 2025 · 2024 · Change
Wealth and investment services fees$35,817$29,35822.0%$65,465$57,66213.5%
Service charges on deposit accounts23,87819,35023.445,03437,24820.9
Debit card and ATM fees12,92210,99317.522,91321,0478.9
Mortgage banking revenue10,0327,06442.016,91111,54246.5
Capital markets income7,1144,72950.411,6207,62952.3
Company-owned life insurance6,6255,73915.412,0069,17330.9
Debt securities gains (losses), net(41)2N/M(117)(14)735.7
Other income36,17010,036260.452,47920,506155.9
Total noninterest income$132,517$87,27151.8%$226,311$164,79337.3%

Noninterest income for the three months ended June 30, 2025 included a $21.0 million gain in other income associated with the freezing of benefits of the Bremer pension plan. Excluding this gain, noninterest income increased to $111.5 million for the three months ended June 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer and organic growth of fee-based businesses.

Excluding the $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan, noninterest income increased to $205.3 million for the six months ended June 30, 2025 compared to the same period in 2024 driven by the acquisition of Bremer, the CapStar acquisition in April 2024, organic growth of fee-based businesses, and higher other income.

Mortgage banking revenue increased $3.0 million and $5.4 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher mortgage originations and increased loan sales.

Capital markets income increased $2.4 million and $4.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to higher levels of commercial real estate client interest rate swap fees.

Other income increased $26.1 million and $32.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024 primarily due to the $21.0 million pre-tax gain associated with the freezing of benefits of the Bremer pension plan and additional other income associated with the acquisition of Bremer. In addition, other income for the six months ended June 30, 2025 compared to the same period in 2024 was impacted by the CapStar acquisition and $4.2 million of net gains on sales of commercial loans.

Noninterest Expense

The following table details the components in noninterest expense:

Three Months EndedJune 30, · % · Six Months EndedJune 30, · %
(dollars in thousands) · 2025 · 2024 · Change · 2025 · 2024 · Change
Salaries and employee benefits$202,112$159,19327.0%$350,417$308,99613.4%
Occupancy30,43226,54714.659,48553,56611.0
Equipment12,5668,70444.421,46717,37523.6
Marketing13,75911,28421.925,69921,91817.3
Technology31,45224,00231.053,47244,02521.5
Communication5,0144,48011.99,1488,4807.9
Professional fees21,93110,552107.829,85016,95876.0
FDIC assessment13,4099,67638.623,10920,98910.1
Amortization of intangibles19,6307,425164.426,46012,880105.4
Amortization of tax credit investments5,8152,747111.79,2395,49668.1
Other expense28,64618,38955.844,89134,63329.6
Total noninterest expense$384,766$282,99936.0%$653,237$545,31619.8%

Noninterest expense included $41.2 million and $19.4 million of merger-related expenses for the three months ended June 30, 2025 and 2024, respectively. Excluding these expenses, noninterest expense increased to $343.6 million for the three months ended June 30, 2025, compared to $263.6 million for the three months ended June 30, 2024. This increase was driven primarily by operating costs and additional amortization of intangibles related to the acquisition of Bremer, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

Noninterest expense included $47.1 million and $22.3 million of merger-related expenses for the six months ended June 30, 2025 and 2024, respectively. In addition, the six months ended June 30, 2024, included a $13.3 million non-cash, pre-tax expense associated with the distribution of excess pension assets with the resolution of the legacy First Midwest plan and $3.0 million for the FDIC special assessment. Excluding these expenses, noninterest expense increased to $606.2 million for the six months ended June 30, 2025, compared to $506.7 million for the six months ended June 30, 2024. This increase was driven by operating costs and additional amortization of intangibles related to the acquisitions of Bremer and CapStar, as well as higher salary and employee benefits reflective of merit and performance-driven incentive accruals.

Amortization of tax credit investments increased $3.1 million and $3.7 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024. The recognition of tax credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building or completion of a solar project within the reporting period. Many factors including weather, labor availability, building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for additional information on our tax credit investments.

Provision for Income Taxes

We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in the future, which arise due to timing differences in the recognition of certain items for financial statement and income tax purposes. The major difference between the effective tax rate applied to our financial statement income and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-exempt securities and loans. The effective tax rate was 19.5% and 19.9% for the three and six months ended June 30, 2025, respectively, compared to 22.5% and 21.9% for the three and six months ended June 30, 2024, respectively, reflecting an increase in tax credits. See Note 14 to the consolidated financial statements for additional information. In accordance with ASC 740-270, Accounting for Interim Reporting, the provision for income taxes was recorded at June 30, 2025 based on the current estimate of the effective annual rate.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.