OLD NATIONAL BANCORP /IN/

Overview

At September 30, 2026, our assets were $74.4 billion, a $2.3 billion increase compared to assets of $72.2 billion at December 31, 2025, reflective of strong loan growth.

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 $67.1 billion at September 30, 2026, a $2.2 billion increase compared to earning assets of $65.0 billion at December 31, 2025.

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 $14.8 billion at September 30, 2026, compared to $14.9 billion at December 31, 2025. Investment securities represented 22% of earning assets at September 30, 2026, compared to 23% at December 31, 2025. At September 30, 2026, 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 $1.1 billion and $570.4 million at September 30, 2026 and December 31, 2025, respectively. The investment securities held-to-maturity portfolio had net unrealized losses of $559.0 million and $355.3 million at September 30, 2026 and December 31, 2025, respectively. Net unrealized losses in both portfolios increased during the nine months ended September 30, 2026 reflecting the impact of higher rates.

The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.65 at September 30, 2026, compared to 3.80 at December 31, 2025. The total investment securities portfolio had an effective duration of 5.15 at September 30, 2026, compared to 4.51 at December 31, 2025. 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 weighted average yields on investment securities, on a taxable equivalent basis, were 4.19% and 4.12% for the three and nine months ended September 30, 2026, respectively, compared to 4.24% and 3.99% for the three and nine months ended September 30, 2025, 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 58% at September 30, 2026, compared to 57% at December 31, 2025. At September 30, 2026, commercial and commercial real estate loans were $39.0 billion, an increase of $1.9 billion from December 31, 2025 driven primarily by disciplined commercial loan production.

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 27% of the commercial real estate portfolio is owner-occupied at September 30, 2026, compared to 29% at December 31, 2025.

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, 2026, the Company held $540.1 million of non-owner-occupied commercial real estate loans, or 1% of total loans, that mature within 18 months with an interest rate below 4%.

Residential Real Estate Loans

At September 30, 2026, residential real estate loans held in our loan portfolio were $8.8 billion, an increase of $303.0 million compared to December 31, 2025. 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 $161.5 million to $3.4 billion at September 30, 2026 compared to December 31, 2025.

Funding

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

The increase in total deposits was due to 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, 2026, compared to 12% at December 31, 2025. The increase in other borrowings was due to the issuance and sale of $450.0 million aggregate principal amount of subordinated notes in January 2026. The Company intends to use the net proceeds from this offering for general corporate purposes.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at September 30, 2026 increased $237.8 million compared to December 31, 2025 primarily due to higher derivative liabilities.

Capital

Shareholders’ equity totaled $8.3 billion at September 30, 2026, compared to $8.5 billion at December 31, 2025. Retained earnings were offset by changes in unrealized losses on available-for-sale investment securities that decreased equity by $423.5 million, the repurchase of 12.2 million shares of Common Stock under share repurchase plans that were approved by the Company’s Board of Directors, which reduced equity by $301.6 million, and dividends totaling $179.1 million during the nine months ended September 30, 2026. As of September 30, 2026, Old National had remaining authorization to repurchase up to $176.6 million of its outstanding Common Stock through February 28, 2027.

Capital Adequacy

Old National and the banking industry are subject to various regulatory capital requirements administered by the federal banking agencies. At September 30, 2026, 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.

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 testing 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.