OLD NATIONAL BANCORP /IN/

Previous wording

The following is an analysis generally discussing our results of operations for the three and six months ended June 30, 2025 compared to the same periods in 2024, and financial condition as of June 30, 2025 compared to December 31, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, as well as our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report on Form 10-K”).

Current wording

The following is an analysis generally discussing our results of operations for the three and nine months ended September 30, 2025 compared to the same periods in 2024, and financial condition as of September 30, 2025 compared to December 31, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, as well as our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report on Form 10-K”).

Previous wording

This report contains 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 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the expected cost savings, synergies and other financial benefits from the Merger between Old National and Bremer not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; the potential impact of future business combinations on our performance and financial condition, including our abili…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This report contains 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 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the expected cost savings, synergies and other financial benefits from the Merger between Old National and Bremer not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the Merger; the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; the potential impact of future business combinations on our performance and financial condition, including our abili…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include CECL Day 1 non-PCD provision expense, merger-related charges associated with completed and pending acquisitions, a pension plan gain, debt securities gains/losses, separation expense, distribution of excess pension assets expense, and FDIC special assessment expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Current wording

The Company presents net income per common share and net income applicable to common shares, adjusted for certain notable items. These items include merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, CECL Day 1 non-PCD provision expense, a pension plan gain, distribution of excess pension assets expense, FDIC special assessment expense, and separation expense. Management believes excluding these items from net income per common share and net income applicable to common shares may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Previous wording

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.

Current wording

Old National is the sixth largest commercial bank headquartered in the Midwest by asset size and ranks among the top 25 banking companies headquartered in the United States with consolidated assets of $71.2 billion at September 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.

Previous wording

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.

Current wording

Net income applicable to common shares for the third quarter of 2025 was $178.5 million, or $0.46 per diluted common share, compared to $121.4 million, or $0.34 per diluted common share, for the second quarter of 2025.

Previous wording

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.

Current wording

Results for the third quarter of 2025 were impacted by $69.3 million in pre-tax merger-related expenses. 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 of 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. Excluding these items, net income applicable to common shares for the third quarter of 2025 was $231.3 million, or $0.59 per diluted common share on an adjusted basis 1, compared to $190.9 million, or $0.53 per diluted common share on an adjusted basis 1, for the second quarter of 2025.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Loans: Our loan balances, excluding loans held-for-sale, increased $65.1 million, or 1% annualized, to $48.0 billion at September 30, 2025 compared to June 30, 2025.

Previous wording

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.

Current wording

Net Interest Income: Net interest income increased $59.8 million to $574.6 million compared to the second quarter of 2025 driven by the full quarter impact of Bremer and higher asset yields, partly offset by higher funding costs.

Previous wording

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.

Current wording

Provision for Credit Losses: Provision for credit losses was $26.7 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 in the second quarter of 2025.

Previous wording

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.

Current wording

Noninterest Expense: Noninterest expense increased $61.0 million compared to the second quarter of 2025. In the third quarter of 2025, noninterest expense included $69.3 million of merger-related expenses compared to $41.2 million of merger-related expenses in the second quarter of 2025. Excluding these expenses, noninterest expense was $376.5 million for the third quarter of 2025, an increase of $32.9 million from $343.6 million for the second quarter of 2025 driven by the full quarter impact of Bremer.

Previous wording

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.

Current wording

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 were completed in mid-October 2025.