OLD NATIONAL BANCORP /IN/

Overview

At September 30, 2025, our assets were $71.2 billion, a $17.7 billion increase compared to assets of $53.6 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer.

Earning Assets

Our earning assets are comprised of investment securities, portfolio loans, loans held-for-sale, money market investments, interest-earning accounts with the Federal Reserve, and equity securities. Earning assets were $64.2 billion at September 30, 2025, a $16.2 billion increase compared to earning assets of $48.0 billion at December 31, 2024.

Investment Securities

We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell the securities prior to maturity based on fluctuating interest rates or changes in our funding requirements.

The investment securities portfolio, including equity securities, was $14.9 billion at September 30, 2025, compared to $10.9 billion at December 31, 2024. The increase was driven primarily by the acquisition of Bremer. Investment securities represented 23% of earning assets at both September 30, 2025 and December 31, 2024. At September 30, 2025, we had no intent to sell any securities that were in an unrealized loss position nor is it expected that we would be required to sell the securities prior to their anticipated recovery.

The investment securities available-for-sale portfolio had net unrealized losses of $627.6 million and $890.5 million at September 30, 2025 and December 31, 2024, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $391.5 million and $483.7 million at September 30, 2025 and December 31, 2024, respectively.

The investment securities available-for-sale portfolio including securities hedges had an effective duration of 3.85 at September 30, 2025, compared to 4.11 at December 31, 2024. The total investment securities portfolio had an effective duration of 4.60 at September 30, 2025, compared to 5.09 at December 31, 2024. Effective duration represents the percentage change in the fair value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting in a higher duration percentage. The annualized average yields on investment securities, on a taxable equivalent basis, were 4.24% and 3.99% for the three and nine months ended

September 30, 2025, respectively, compared to 3.63% and 3.59% for the three and nine months ended September 30, 2024, respectively.

Loan Portfolio

We lend to consumer and commercial clients in many diverse industries including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture, among others. Old National manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. The following table presents the composition of the loan portfolio:

The following table presents the composition of the loan portfolio by state:

Geographic location in the preceding table is determined by collateral location for real estate loans and borrower location for non-real estate loans.

Commercial and Commercial Real Estate Loans

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 57% of earning assets at September 30, 2025, compared to 55% at December 31, 2024. At September 30, 2025, commercial and commercial real estate loans were $36.6 billion, an increase of $10.0 billion from December 31, 2024 driven primarily by the acquisition of Bremer, as well as disciplined commercial loan production that was well balanced across our market footprint and product lines, partly offset by the sale of $71 million of commercial real estate loans in the nine months ended September 30, 2025.

The following table provides detail on commercial loans by industry classification (as defined by the North American Industry Classification System) and by loan size.

(1) Includes unfunded loan commitments.

The following table provides detail on commercial real estate loans classified by property type.

(1) Includes unfunded loan commitments.

(2) Other includes commercial development, agriculture real estate, hotels, self-storage, land development, religion, and mixed-use properties.

The mix of properties securing the loans in our commercial real estate portfolio is comprised of owner-occupied and non-owner-occupied categories and is diverse in terms of type and geographic location, generally within the

Company’s primary market area. Approximately 26% of the commercial real estate portfolio is owner-occupied at September 30, 2025, compared to 27% at December 31, 2024.

The Company actively reviews its broader loan portfolio in the normal course of business and has performed a targeted review of contractual maturities in its non-owner-occupied commercial real estate portfolio as part of its response to current market conditions to identify exposure to credit risk associated with renewals. At September 30, 2025, the Company held $869.4 million of non-owner-occupied commercial real estate loans, or 2% of total loans, that mature within 18 months with an interest rate below 4%.

Residential Real Estate Loans

At September 30, 2025, residential real estate loans held in our loan portfolio were $8.2 billion, an increase of $1.4 billion compared to December 31, 2024 driven primarily by the acquisition of Bremer. Changes in interest rates may impact the number of refinancings and new originations of residential real estate loans. If interest rates decrease in the future, there may be an increase in refinancings and new originations of residential real estate loans. Conversely, future increases in interest rates may result in a decline in the level of refinancings and new originations of residential real estate loans.

Consumer Loans

Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased $295.4 million to $3.2 billion at September 30, 2025 compared to December 31, 2024 driven primarily by the acquisition of Bremer.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets at September 30, 2025 totaled $2.9 billion, an increase of $630.9 million compared to December 31, 2024 as a result of goodwill and other intangible assets recorded with the acquisition of Bremer.

Other Assets

Other assets at September 30, 2025 increased $671.2 million compared to December 31, 2024 reflecting Bremer other assets acquired and higher investments in partnerships, limited liability companies, and other ownership interests that support affordable housing.

Funding

The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings:

The increase in total deposits was due to Bremer deposits assumed and organic growth. We use wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position. Wholesale funding as a percentage of total funding was 11% at September 30, 2025, compared to 12% at December 31, 2024.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at September 30, 2025 increased $151.5 million compared to December 31, 2024 primarily due to the Bremer acquisition and higher derivative liabilities.

Capital

Shareholders’ equity totaled $8.3 billion at September 30, 2025 and $6.3 billion at December 31, 2024. Old National issued 50.2 million shares of Common Stock in conjunction with the acquisition of Bremer on May 1, 2025 adding $1.0 billion in shareholders’ equity. In addition, Old National issued 21.9 million shares of Common Stock in the settlement of the forward sale agreements adding $443.2 million in shareholders’ equity. Retained earnings and changes in unrealized losses on available-for-sale investment securities also contributed to the increase in shareholders’ equity during the nine months ended September 30, 2025. These increases were partially offset by dividends and the repurchase of 1.1 million shares of Common Stock during the nine months ended September 30, 2025 under a stock repurchase plan that was approved by the Company’s Board of Directors on February 19, 2025, which reduced equity by $25.0 million. As of September 30, 2025, Old National had remaining authorization to repurchase up to $175.0 million of its outstanding Common Stock through February 28, 2026.

Capital Adequacy

Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At September 30, 2025, Old National and its bank subsidiary exceeded the regulatory minimums and Old National Bank met the regulatory definition of “well-capitalized” based on the most recent regulatory definition.

Old National’s consolidated capital position remains strong as evidenced by the following key industry ratios.

Old National Bank, Old National’s bank subsidiary, maintained a strong capital position as evidenced by the following key industry ratios.

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of CECL guidance. The final rules provided banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Old National adopted the capital transition relief over the permissible five-year period. This five-year transition option is no longer applicable for periods subsequent to December 31, 2024.

Management views stress testing as an integral part of the Company’s risk management and strategic planning activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient capital to continue operations throughout times of economic and financial stress. Management also uses the stress testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks. Old National’s stress testing policy outlines steps that will be taken if stress test results do not meet internal thresholds under severely adverse economic scenarios.