EVANSVILLE, Ind., Oct. 06, 2025 (GLOBE NEWSWIRE) -- (NASDAQ: ONB) – Old National Bancorp (“Old National”), the holding company of Old National Bank, today announced the following schedule for its third-quarter 2025 earnings release and conference call: Earnings Release:Wednesday, October 22, 2025, at approximately 7:00 A.M. ET  Conference Call:Wednesday, October 22, 2025, at 10:00 A.M. ET  Dial-in Numbers:U.S. (800) 715-9871; International: (646) 307-1963; Access code 9394540  Webcast:Via Old National’s Inv ...

What's at stake: First Merchants in Muncie Indiana has agreed to pay $241 million in stock for First Savings Financial Group in Jeffersonville. Key insight: Acquiring the $2.4 billion-asset First Savings extends First Merchants' footprint to Louisville, Kentucky.Expert quote: The deal is "100% understandable if you want to make a go at a critical metro market in your footprint," Hovde Analyst Brendan Nosal wrote Friday. First Merchants Corp. in Muncie, Indiana, agreed Thursday to pay $241 million in stock f ...

Company Overview - Old National Bancorp is the holding company of Old National Bank, the sixth largest commercial bank headquartered in the Midwest, with approximately $71 billion in assets and $38 billion in assets under management [4] - The company focuses on building long-term partnerships with clients while supporting the communities it serves, offering services in consumer and commercial banking, wealth management, and capital markets [4] - In 2025, Old National was recognized as one of "The Civic 50," an honor for the 50 most community-minded companies in the United States [4] Volunteer Initiative - Old National established a new organizational record for volunteer hours during its 4th annual Better Together Days, held on September 17-18, 2025 [1] - A total of 2,100 team members participated, contributing 7,940 hours of volunteer work across 116 organizations in 12 states [5] - The initiative reflects the company's commitment to community service, with team members engaging in various volunteer activities in states including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, North Carolina, North Dakota, Tennessee, Wisconsin, and Florida [2][3]

Key insight: Community Financial System is deepening its involvement in the insurance business at a time when other banks are exiting the market.What's at stake: The Syracuse, New York-based bank is making a $37.4 million bet on its new partner, Leap Holdings.Expert Quote: "If you can find a carrier or an agency who does like one thing really well … that seems like a solid investment to me."Bucking a trend in which at least two dozen banks have sold their insurance units over the past three years, Community ...

Key Insight: Discover why large banks aren't buying each other.What's at Stake: Large banks can use deals to expand in markets where they would otherwise have to grow organically.Forward Look: Smaller banks may continue to sell, but at higher valuations.Big banks aren't for sale. That's what PNC Financial Services Group Chairman and CEO Bill Demchak says, at least. His $559 billion-asset company isn't expecting to buy a large financial institution in the near term, despite its well-known growth ambitions — ...

Core Insights - The company has successfully closed its partnership with Bremer on May 1 and is currently focused on the integration process, which is expected to be completed in October [1] - The integration efforts are reportedly going better than expected, indicating a positive outlook for the partnership [1] - The company expresses confidence in its ability to build scale and density in Minnesota, as well as expand into North Dakota and parts of Western Wisconsin [1] - There is a general sense of optimism within the company, reflecting broader positive sentiments observed in recent sessions [1]

Old National Bancorp (NasdaqGS:ONB) FY Conference September 08, 2025 02:45 PM ET Company ParticipantsJames Ryan - CEO & ChairmanConference Call ParticipantsNone - AnalystNoneGreat. Thanks, everybody, for joining us this afternoon. We're happy to keep the mid-cap bank track going with Old National. We're joined by Jim Ryan, Chairman and CEO. Old National is $70 billion based in Evansville, Indiana. Thanks very much for joining us.James RyanGreat. Thanks for the opportunity to be back again this year.NoneYeah ...

Company Overview - Old National Bancorp is the holding company of Old National Bank, the sixth largest commercial bank headquartered in the Midwest [3] - The company serves clients primarily in the Midwest and Southeast, with approximately $71 billion in assets and $38 billion in assets under management [3] - Old National ranks among the top 25 banking companies in the United States and has a history dating back to 1834 [3] - The company focuses on building long-term partnerships with clients and supporting the communities it serves [3] - In 2025, Old National was recognized as one of "The Civic 50," an honor for the 50 most community-minded companies in the U.S. [3] Upcoming Events - Jim Ryan, Chairman and CEO of Old National Bancorp, will present at the 2025 Barclays Global Financial Services Conference on September 8, 2025, at 2:45 p.m. ET [1] - The presentation will be accessible via a live webcast through the Investor Relations section of the company's website [2] - A replay of the presentation will be available for 180 days after the event for those unable to attend live [2]

Group 1 - The stock of Old National Bancorp (ONB) is experiencing significant attention due to high implied volatility in the options market, particularly for the Oct. 17, 2025 $45 Call option [1] - Implied volatility indicates the market's expectation of future price movement, suggesting that investors anticipate a significant change in the stock's price, potentially due to an upcoming event [2] - Old National Bancorp currently holds a Zacks Rank 3 (Hold) in the Banks – Midwest industry, which is in the top 23% of the Zacks Industry Rank, indicating a relatively stable outlook [3] Group 2 - Over the past 60 days, there has been a mixed sentiment among analysts regarding Old National Bancorp's earnings estimates, with two analysts raising their estimates while three have lowered them, resulting in a slight decrease in the Zacks Consensus Estimate from 56 cents to 55 cents per share [3] - The high implied volatility may present a trading opportunity, as seasoned options traders often seek to sell premium on options with high implied volatility, hoping that the underlying stock does not move as much as expected by expiration [4]

[Glossary of Abbreviations and Acronyms](index=4&type=section&id=GLOSSARY_OF_ABBREVIATIONS_AND_ACRONYMS) This section provides a comprehensive list of abbreviations and acronyms used throughout the report for clarity and reference [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART_I_FINANCIAL_INFORMATION) This part presents unaudited financial statements and management's discussion of financial condition and operations [Item 1. Financial Statements](index=4&type=section&id=Item_1_Financial_Statements) This section presents the unaudited consolidated financial statements and related notes [Consolidated Balance Sheets (unaudited)](index=5&type=section&id=Consolidated_Balance_Sheets_unaudited) This section provides a snapshot of the company's assets, liabilities, and shareholders' equity at specific points in time - Total Assets increased by **32.5%** from **$53.55 billion** at December 31, 2024, to **$70.98 billion** at June 30, 2025[11](index=11&type=chunk) - Total Liabilities increased by **33.1%** from **$47.21 billion** at December 31, 2024, to **$62.85 billion** at June 30, 2025[11](index=11&type=chunk) - Total Shareholders' Equity increased by **28.2%** from **$6.34 billion** at December 31, 2024, to **$8.13 billion** at June 30, 2025[11](index=11&type=chunk) Key Balance Sheet Changes (June 30, 2025 vs. Dec 31, 2024) | Metric | Dec 31, 2024 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | Cash and cash equivalents | $1,227,968 | $1,808,571 | $580,603 | 47.3% | | Investment securities (AFS) | $7,458,459 | $11,005,196 | $3,546,737 | 47.6% | | Total loans, net | $35,893,365 | $47,337,710 | $11,444,345 | 31.9% | | Total deposits | $40,823,560 | $54,357,683 | $13,534,123 | 33.2% | | Federal Home Loan Bank advances | $4,452,559 | $5,835,918 | $1,383,359 | 31.1% | | Goodwill | $2,175,251 | $2,409,886 | $234,635 | 10.8% | | Other intangible assets | $120,847 | $534,486 | $413,639 | 342.3% | | Accumulated other comprehensive income (loss) | $(746,043) | $(599,608) | $146,435 | -19.6% | [Consolidated Statements of Income (unaudited)](index=6&type=section&id=Consolidated_Statements_of_Income_unaudited) This section details the company's revenues, expenses, and net income over specific reporting periods - Net Income for the three months ended June 30, 2025, increased by **3.5%** to **$125.4 million** compared to **$121.2 million** in the same period of 2024[12](index=12&type=chunk) - Net Income for the six months ended June 30, 2025, increased by **11.8%** to **$270.1 million** compared to **$241.5 million** in the same period of 2024[12](index=12&type=chunk) Key Income Statement Changes (YoY, in thousands) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | % Change | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | :--------------------------- | :--------------------------- | :------- | | Total interest income | $824,961 | $663,663 | 24.3% | $1,455,360 | $1,259,644 | 15.5% | | Total interest expense | $310,171 | $275,242 | 12.7% | $552,927 | $514,765 | 7.4% | | Net interest income | $514,790 | $388,421 | 32.5% | $902,433 | $744,879 | 21.2% | | Provision for credit losses | $106,835 | $36,214 | 195.0% | $138,238 | $55,105 | 150.9% | | Total noninterest income | $132,517 | $87,271 | 51.8% | $226,311 | $164,793 | 37.3% | | Total noninterest expense | $384,766 | $282,999 | 36.0% | $653,237 | $545,316 | 19.8% | | Net income applicable to common shareholders | $121,375 | $117,196 | 3.6% | $262,000 | $233,446 | 12.2% | | Diluted EPS | $0.34 | $0.37 | -8.1% | $0.77 | $0.77 | 0.0% | [Consolidated Statements of Comprehensive Income (Loss) (unaudited)](index=7&type=section&id=Consolidated_Statements_of_Comprehensive_Income_Loss_unaudited) This section presents total comprehensive income, including net income and other non-owner changes in equity - Comprehensive Income (Loss) for the three months ended June 30, 2025, increased significantly to **$174.3 million** from **$109.4 million** in the prior year period[15](index=15&type=chunk) - Comprehensive Income (Loss) for the six months ended June 30, 2025, increased significantly to **$416.5 million** from **$188.9 million** in the prior year period[15](index=15&type=chunk) Other Comprehensive Income (Loss), net of tax (YoY, in thousands) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | % Change | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | % Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :------- | :--------------------------- | :--------------------------- | :------- | | Unrealized gains (losses) on available-for-sale securities | $40,621 | $(13,349) | N/M | $125,905 | $(46,800) | N/M | | Changes from securities held-to-maturity | $3,037 | $3,265 | -7.0% | $5,958 | $6,486 | -8.2% | | Changes from hedges | $5,243 | $(1,696) | N/M | $14,572 | $(12,285) | N/M | | Total other comprehensive income (loss), net of tax | $48,901 | $(11,780) | N/M | $146,435 | $(52,599) | N/M | [Consolidated Statements of Changes in Shareholders' Equity (unaudited)](index=8&type=section&id=Consolidated_Statements_of_Changes_in_Shareholders_Equity_unaudited) This section details changes in shareholders' equity, reflecting net income, dividends, and other equity transactions - Total Shareholders' Equity increased from **$6.34 billion** at December 31, 2024, to **$8.13 billion** at June 30, 2025[16](index=16&type=chunk) - The acquisition of Bremer Financial Corporation contributed **$1.03 billion** to shareholders' equity through the issuance of **50.2 million** shares of common stock[16](index=16&type=chunk) - Common stock issued for forward sale agreements added **$443.2 million** to shareholders' equity[16](index=16&type=chunk) [Consolidated Statements of Cash Flows (unaudited)](index=9&type=section&id=Consolidated_Statements_of_Cash_Flows_unaudited) This section reports the cash generated and used by the company from operating, investing, and financing activities - Net increase in cash and cash equivalents for the six months ended June 30, 2025, was **$580.6 million**, a significant increase from **$58.0 million** in the same period of 2024[17](index=17&type=chunk) - Cash and cash equivalents at the end of the period reached **$1.81 billion** at June 30, 2025, up from **$1.23 billion** at June 30, 2024[17](index=17&type=chunk) Cash Flow Summary (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :----------- | :----------- | | Net cash flows provided by (used in) operating activities | $181,093 | $265,213 | | Net cash flows provided by (used in) investing activities | $(684,942) | $(956,643) | | Net cash flows provided by (used in) financing activities | $1,084,452 | $749,418 | | Net increase (decrease) in cash and cash equivalents | $580,603 | $57,988 | - Noncash investing activities included **$1.03 billion** in common stock issued for merger, net, and **$52.1 million** in operating lease right-of-use assets obtained in exchange for lease obligations for the six months ended June 30, 2025[18](index=18&type=chunk) [Notes to Consolidated Financial Statements (unaudited)](index=11&type=section&id=Notes_to_Consolidated_Financial_Statements_unaudited) This section provides detailed explanations and additional information supporting the consolidated financial statements [Note 1. Basis of Presentation](index=11&type=section&id=Note_1_Basis_of_Presentation) This note outlines the accounting principles and conventions used in preparing the unaudited consolidated financial statements - The unaudited consolidated financial statements are prepared in conformity with GAAP, and interim results do not necessarily represent annual results[20](index=20&type=chunk) - These statements should be read in conjunction with Old National's Annual Report on Form 10-K for the year ended December 31, 2024[20](index=20&type=chunk) [Note 2. Recent Accounting Pronouncements](index=11&type=section&id=Note_2_Recent_Accounting_Pronouncements) This note discusses recently issued accounting standards and their potential impact on the company's financial statements - ASU 2023-09 (Income Taxes) is effective for annual periods beginning after December 15, 2024, requiring additional income tax disclosures, but is not expected to have a material impact[22](index=22&type=chunk) - ASU 2024-03 (Expense Disaggregation) is effective for annual periods beginning after December 15, 2026, requiring disclosure of specific cost and expense amounts; the impact is currently being evaluated[23](index=23&type=chunk) - ASU 2024-04 (Convertible Debt) and ASU 2025-03 (Business Combinations/Consolidation) are effective for annual periods beginning after December 15, 2025, and December 15, 2026, respectively, with their impacts currently under evaluation[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [Note 3. Acquisition and Divestiture Activity](index=12&type=section&id=Note_3_Acquisition_and_Divestiture_Activity) This note details the company's merger and acquisition activities, including the financial impact of recent transactions - Old National completed the acquisition of Bremer Financial Corporation on May 1, 2025, for **$1.35 billion**, consisting of **50.2 million** shares of common stock and **$314.6 million** in cash[28](index=28&type=chunk)[30](index=30&type=chunk) Bremer Acquisition: Preliminary Valuation of Assets Acquired and Liabilities Assumed (May 1, 2025, in thousands) | Category | Amount (in thousands) | | :-------------------------------- | :----------- | | Total assets acquired | $16,303,579 | | Total liabilities assumed | $14,955,684 | | Goodwill | $234,635 | | Other intangible assets | $440,099 | | Common stock issued | $1,033,262 | | Cash consideration | $314,633 | | Total consideration | $1,347,895 | - Merger-related costs for the Bremer acquisition totaled **$40.2 million** for the three months and **$40.9 million** for the six months ended June 30, 2025[33](index=33&type=chunk) - The CapStar Financial Holdings, Inc. acquisition was finalized on April 1, 2024, for **$417.6 million** in an all-stock transaction, adding **$3.11 billion** in assets and **$2.69 billion** in liabilities[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 4. Net Income Per Common Share](index=15&type=section&id=Note_4_Net_Income_Per_Common_Share) This note details the calculation of basic and diluted net income per common share and factors affecting share count - Diluted net income per common share decreased to **$0.34** for the three months ended June 30, 2025, from **$0.37** in the prior year period[45](index=45&type=chunk) - Diluted net income per common share remained flat at **$0.77** for the six months ended June 30, 2025, compared to the prior year period[45](index=45&type=chunk) - Weighted average diluted common shares outstanding increased to **361.4 million** for the three months and **340.3 million** for the six months ended June 30, 2025, primarily due to acquisitions[45](index=45&type=chunk) [Note 5. Investment Securities](index=16&type=section&id=Note_5_Investment_Securities) This note breaks down the company's investment securities portfolio, including available-for-sale and held-to-maturity categories - Available-for-sale (AFS) securities had a fair value of **$11.01 billion** at June 30, 2025, up from **$7.46 billion** at December 31, 2024, with net unrealized losses improving to **$(722.4) million** from **$(890.5) million**[11](index=11&type=chunk)[47](index=47&type=chunk)[240](index=240&type=chunk) - Held-to-maturity (HTM) securities had a fair value of **$2.47 billion** at June 30, 2025, with unrecognized losses improving to **$(456.0) million** from **$(484.1) million** at December 31, 2024[11](index=11&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[240](index=240&type=chunk) - At June 30, 2025, **2,477** out of **3,215** securities were in an unrealized loss position due to interest rate fluctuations, but Old National has no intent to sell them prior to anticipated recovery[56](index=56&type=chunk) - Alternative investments, primarily in affordable housing and economic development, totaled **$920.5 million** at June 30, 2025, up from **$609.2 million** at December 31, 2024[11](index=11&type=chunk)[59](index=59&type=chunk) [Note 6. Loans and Allowance for Credit Losses](index=19&type=section&id=Note_6_Loans_and_Allowance_for_Credit_Losses) This note details the company's loan portfolio, credit quality, and allowance for credit losses - Total loans, net of unearned income, increased by **32.0%** to **$47.90 billion** at June 30, 2025, from **$36.29 billion** at December 31, 2024, primarily due to the Bremer acquisition[11](index=11&type=chunk)[70](index=70&type=chunk) - The allowance for credit losses on loans increased to **$565.1 million** at June 30, 2025, from **$392.5 million** at December 31, 2024, including **$90.4 million** for acquired PCD loans and **$69.1 million** for non-PCD Bremer loans[11](index=11&type=chunk)[75](index=75&type=chunk) - Nonaccrual loans increased to **$594.7 million** at June 30, 2025, from **$448.0 million** at December 31, 2024, with **$126.8 million** attributed to the Bremer acquisition[86](index=86&type=chunk)[269](index=269&type=chunk) - Net charge-offs on loans totaled **$26.5 million** (**0.24%** annualized) for the three months and **$48.1 million** (**0.24%** annualized) for the six months ended June 30, 2025[74](index=74&type=chunk)[271](index=271&type=chunk) - The allowance for credit losses on unfunded loan commitments increased to **$29.6 million** at June 30, 2025, from **$21.7 million** at December 31, 2024, including **$6.5 million** from the Bremer acquisition[76](index=76&type=chunk)[277](index=277&type=chunk) [Note 7. Leases](index=31&type=section&id=Note_7_Leases) This note outlines the company's lease arrangements, including operating and finance lease liabilities and right-of-use assets - Operating lease liabilities were **$237.6 million** at June 30, 2025, compared to **$200.1 million** at December 31, 2024[97](index=97&type=chunk) - Finance lease liabilities were **$21.2 million** at June 30, 2025, compared to **$24.8 million** at December 31, 2024[97](index=97&type=chunk) - The weighted-average remaining lease term for operating leases was **9.0 years** and for finance leases was **8.8 years** at June 30, 2025[97](index=97&type=chunk) [Note 8. Goodwill and Other Intangible Assets](index=33&type=section&id=Note_8_Goodwill_and_Other_Intangible_Assets) This note details goodwill and other intangible assets, including changes from acquisitions and amortization - Goodwill increased to **$2.41 billion** at June 30, 2025, from **$2.18 billion** at December 31, 2024, with **$234.6 million** added from the Bremer acquisition[11](index=11&type=chunk)[99](index=99&type=chunk) - Net other intangible assets increased to **$534.5 million** at June 30, 2025, from **$120.8 million** at December 31, 2024, including **$397.1 million** in core deposit intangibles and **$43.0 million** in customer relationship intangibles from Bremer[11](index=11&type=chunk)[101](index=101&type=chunk) - Total amortization expense for intangibles was **$26.5 million** for the six months ended June 30, 2025, up from **$12.9 million** in the prior year period[102](index=102&type=chunk) - No impairment charges were recorded for goodwill or other intangible assets during the six months ended June 30, 2025 or 2024[100](index=100&type=chunk)[102](index=102&type=chunk) [Note 9. Qualified Affordable Housing Projects and Other Tax Credit Investments](index=34&type=section&id=Note_9_Qualified_Affordable_Housing_Projects_and_Other_Tax_Credit_Investments) This note details investments in qualified affordable housing and other tax credit projects and their financial impacts - Total investments in qualified affordable housing and other tax credit projects were **$377.0 million** at June 30, 2025, up from **$290.7 million** at December 31, 2024[105](index=105&type=chunk) - Unfunded commitments for these investments totaled **$152.1 million** at June 30, 2025[105](index=105&type=chunk) Amortization Expense and Tax Benefit (Six Months Ended June 30, in thousands) | Investment Type | Amortization Expense (in thousands) | Tax Expense (Benefit) Recognized (in thousands) | | :-------------------------------- | :------------------- | :------------------------------- | | LIHTC | $6,409 | $(8,815) | | FHTC | $1,169 | $(1,418) | | NMTC | $9,239 | $(11,309) | | Total | $16,817 | $(21,542) | [Note 10. Securities Sold Under Agreements to Repurchase](index=34&type=section&id=Note_10_Securities_Sold_Under_Agreements_to_Repurchase) This note provides information on repurchase agreements, including outstanding balances and weighted-average interest rates - Securities sold under agreements to repurchase outstanding at period end were **$297.6 million** at June 30, 2025, compared to **$269.0 million** at December 31, 2024[11](index=11&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - The weighted-average interest rate at period end was **0.91%** at June 30, 2025, up from **0.86%** at December 31, 2024[109](index=109&type=chunk)[110](index=110&type=chunk) [Note 11. Federal Home Loan Bank Advances](index=35&type=section&id=Note_11_Federal_Home_Loan_Bank_Advances) This note details the company's borrowings from the Federal Home Loan Bank, including outstanding balances, rates, and maturities - Total Federal Home Loan Bank (FHLB) advances were **$5.84 billion** at June 30, 2025, up from **$4.45 billion** at December 31, 2024[11](index=11&type=chunk)[112](index=112&type=chunk) - The weighted-average rate for FHLB advances was **3.82%** at June 30, 2025, compared to **3.54%** at December 31, 2024[112](index=112&type=chunk) - Contractual maturities for FHLB advances include **$1.63 billion** due in 2025 and **$2.18 billion** due thereafter[113](index=113&type=chunk) [Note 12. Other Borrowings](index=36&type=section&id=Note_12_Other_Borrowings) This note breaks down other debt instruments, including junior subordinated debentures and leveraged loans for tax credit investments - Total other borrowings increased to **$872.3 million** at June 30, 2025, from **$689.6 million** at December 31, 2024[11](index=11&type=chunk)[114](index=114&type=chunk) - Other borrowings include **$198.5 million** in junior subordinated debentures with rates ranging from **5.98%** to **8.12%** at June 30, 2025[114](index=114&type=chunk)[119](index=119&type=chunk) - Leveraged loans for New Markets Tax Credit (NMTC) totaled **$398.5 million** at June 30, 2025, up from **$210.3 million** at December 31, 2024[114](index=114&type=chunk)[120](index=120&type=chunk) [Note 13. Accumulated Other Comprehensive Income (Loss)](index=38&type=section&id=Note_13_Accumulated_Other_Comprehensive_Income_Loss) This note details components of accumulated other comprehensive income (loss), including unrealized gains/losses on securities and hedges - Accumulated Other Comprehensive Income (Loss) improved to **$(599.6) million** at June 30, 2025, from **$(746.0) million** at December 31, 2024[11](index=11&type=chunk)[122](index=122&type=chunk) - Unrealized gains and losses on available-for-sale debt securities improved to **$(542.2) million** at June 30, 2025, from **$(668.1) million** at December 31, 2024[122](index=122&type=chunk) - Gains and losses on hedges increased to **$18.9 million** at June 30, 2025, from **$4.3 million** at December 31, 2024[122](index=122&type=chunk) [Note 14. Income Taxes](index=41&type=section&id=Note_14_Income_Taxes) This note provides information on income tax expense, effective tax rate, deferred tax assets, and net operating loss carryforwards - Income tax expense for the six months ended June 30, 2025, was **$67.2 million**, a slight decrease from **$67.7 million** in the prior year period[125](index=125&type=chunk) - The effective tax rate decreased to **19.9%** for the six months ended June 30, 2025, from **21.9%** in the prior year period, reflecting an increase in tax credits[125](index=125&type=chunk)[235](index=235&type=chunk) - Net deferred tax assets totaled **$527.9 million** at June 30, 2025, up from **$456.4 million** at December 31, 2024, with no valuation allowance required[126](index=126&type=chunk) - Federal net operating loss carryforwards increased to **$183.1 million** at June 30, 2025, from **$60.2 million** at December 31, 2024, primarily due to acquisitions[128](index=128&type=chunk) [Note 15. Derivative Financial Instruments](index=41&type=section&id=Note_15_Derivative_Financial_Instruments) This note describes the company's use of derivative instruments for hedging, including their fair values and notional amounts - Derivatives designated as hedging instruments were in a net asset position with a fair value gain of **$15.9 million** at June 30, 2025, compared to a net liability position with a fair value loss of **$7.0 million** at December 31, 2024[288](index=288&type=chunk) - Cash flow hedges (interest rate swaps, collars, and floors on loan pools and borrowings) had a notional amount of **$1.95 billion** at June 30, 2025[136](index=136&type=chunk)[140](index=140&type=chunk) - Fair value hedges (interest rate swaps on investment securities and borrowings) had a notional amount of **$2.03 billion** at June 30, 2025[139](index=139&type=chunk)[140](index=140&type=chunk) - Derivatives not designated as hedges, including customer and counterparty interest rate swaps, had a total notional amount of **$9.02 billion** at June 30, 2025, up from **$6.26 billion** at December 31, 2024[145](index=145&type=chunk) [Note 16. Commitments, Contingencies, and Financial Guarantees](index=45&type=section&id=Note_16_Commitments_Contingencies_and_Financial_Guarantees) This note discloses the company's off-balance sheet commitments, potential liabilities, and financial guarantees - Unfunded loan commitments totaled **$11.41 billion** at June 30, 2025, an increase from **$8.53 billion** at December 31, 2024[155](index=155&type=chunk) - Standby letters of credit had a notional amount of **$267.7 million** at June 30, 2025, up from **$194.3 million** at December 31, 2024[155](index=155&type=chunk) - Risk participation transactions of interest rate swaps had total notional amounts of **$1.0 billion** at June 30, 2025[157](index=157&type=chunk) [Note 17. Fair Value](index=46&type=section&id=Note_17_Fair_Value) This note discloses fair value measurements of financial instruments, categorized by valuation inputs (Level 1, 2, or 3) - Financial instruments measured at fair value on a recurring basis include equity securities (**$121.0 million**, Level 1), investment securities available-for-sale (**$11.01 billion**, primarily Level 2), loans held-for-sale (**$77.6 million**, Level 2), and derivative assets/liabilities (primarily Level 2)[161](index=161&type=chunk) - Assets measured at fair value on a non-recurring basis at June 30, 2025, included collateral dependent loans (**$160.5 million**, Level 3) and foreclosed assets (**$2.8 million**, Level 3)[162](index=162&type=chunk)[163](index=163&type=chunk) - The fair value option was elected for loans held-for-sale, which totaled **$77.6 million** at June 30, 2025, up from **$34.5 million** at December 31, 2024[169](index=169&type=chunk)[171](index=171&type=chunk) [Note 18. Segment Information](index=52&type=section&id=Note_18_Segment_Information) This note explains the company's operating segments and how performance is evaluated and resources are allocated - Old National operates as a single reportable segment, as the Chief Operating Decision Maker (CODM) evaluates performance and allocates resources on a consolidated basis[175](index=175&type=chunk)[178](index=178&type=chunk) - The company provides a wide range of commercial and consumer banking services, wealth management, and capital markets services primarily throughout the Midwest and Southeast regions of the United States[176](index=176&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item_2_Managements_Discussion_and_Analysis_of_Financial_Condition_and_Results_of_Operations) This section provides management's discussion and analysis of financial condition and results of operations [Forward-Looking Statements](index=54&type=section&id=Forward-Looking_Statements) This section cautions readers about forward-looking statements subject to various risks and uncertainties - Forward-looking statements are subject to various risks and uncertainties, including competition, government regulations, economic conditions, and integration costs of mergers, which could cause actual results to differ materially[180](index=180&type=chunk) - The company does not undertake an obligation to update these statements, and investors are advised to consult further disclosures in SEC filings[181](index=181&type=chunk) [Financial Highlights](index=56&type=section&id=Financial_Highlights) This section summarizes key financial performance indicators and significant changes in the company's financial position - Net income applicable to common shareholders increased by **3.6%** to **$121.4 million** for Q2 2025 and by **12.2%** to **$262.0 million** for YTD Q2 2025 compared to the prior year periods[183](index=183&type=chunk)[185](index=185&type=chunk) - Diluted EPS was **$0.34** for Q2 2025 (down **8.1%** YoY) and **$0.77** for YTD Q2 2025 (flat YoY)[183](index=183&type=chunk)[185](index=185&type=chunk) - Total assets grew to **$71.0 billion** at June 30, 2025 (up **33.6%** YoY), total loans to **$47.9 billion** (up **32.5%** YoY), and total deposits to **$54.4 billion** (up **36.0%** YoY)[183](index=183&type=chunk)[185](index=185&type=chunk) Key Performance Ratios (YTD Q2 2025 vs. YTD Q2 2024) | Metric | YTD Q2 2025 | YTD Q2 2024 | Change | | :-------------------------------- | :---------- | :---------- | :----- | | Return on average assets | 0.91% | 0.95% | -0.04% | | Return on average common equity | 7.83% | 8.45% | -0.62% | | Net interest margin (taxable equivalent) | 3.41% | 3.31% | +0.10% | | Efficiency ratio | 54.92% | 57.73% | -2.81% | | Net charge-offs to average loans | 0.24% | 0.15% | +0.09% | | Non-performing loans to ending loans | 1.24% | 0.94% | +0.30% | [Non-GAAP Financial Measures](index=58&type=section&id=Non-GAAP_Financial_Measures) This section explains the company's use of non-GAAP financial measures and provides reconciliations to GAAP measures - The company uses non-GAAP measures like adjusted net income, tangible common equity, and taxable equivalent net interest income/margin to provide additional insights into operating performance and facilitate peer comparisons[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) - Adjusted diluted EPS for YTD Q2 2025 increased to **$0.99** from **$0.90** in YTD Q2 2024[195](index=195&type=chunk) - Tangible common book value was **$12.60** at June 30, 2025, up from **$11.05** at June 30, 2024[195](index=195&type=chunk) [Executive Summary](index=62&type=section&id=Executive_Summary) This section provides a high-level overview of the company's strategic position, financial performance, and key operational achievements - Old National is the fifth largest commercial bank headquartered in the Midwest, with consolidated assets of **$71.0 billion** at June 30, 2025[197](index=197&type=chunk) - Q2 2025 net income applicable to common shares was **$121.4 million** (**$0.34** diluted EPS), impacted by **$41.2 million** in merger-related expenses, **$75.6 million** in CECL Day 1 non-PCD provision, and a **$21.0 million** pension plan gain from the Bremer acquisition[198](index=198&type=chunk)[199](index=199&type=chunk) - Adjusted net income applicable to common shares for Q2 2025 was **$190.9 million** (**$0.53** diluted EPS)[199](index=199&type=chunk) - Deposits: Period-end total deposits increased **$13.3 billion** to **$54.4 billion** (**1%** annualized organic growth excluding Bremer)[200](index=200&type=chunk) - Loans: Period-end total loans increased **$11.5 billion** to **$47.9 billion** (**4%** annualized organic growth excluding Bremer)[201](index=201&type=chunk) - Net Interest Income: Increased **$127.1 million** to **$514.8 million** QoQ, driven by Bremer, organic loan growth, and higher asset yields[202](index=202&type=chunk) - Provision for Credit Losses: **$106.8 million**, adjusted to **$31.2 million** excluding Bremer CECL Day 1 non-PCD provision[203](index=203&type=chunk) - Noninterest Income: Increased **$38.7 million** to **$132.5 million** QoQ, reflecting Bremer and organic growth[204](index=204&type=chunk) - Noninterest Expense: Increased **$116.3 million** QoQ, including **$41.2 million** merger-related expenses. Adjusted, it increased by **$80.9 million** due to Bremer operating costs and intangibles amortization[204](index=204&type=chunk) - The Bremer acquisition, completed May 1, 2025, added approximately **$16.3 billion** of total assets, **$11.1 billion** of total loans, and **$12.9 billion** of deposits[206](index=206&type=chunk) [Results of Operations](index=63&type=section&id=Results_of_Operations) This section analyzes the company's financial performance over the reporting periods, focusing on key revenue and expense drivers - Net interest income for the six months ended June 30, 2025, increased by **21.2%** to **$902.4 million**, driven by the Bremer acquisition, strong loan growth, and lower costs of average interest-bearing liabilities[207](index=207&type=chunk)[221](index=221&type=chunk) - Net interest margin on a fully taxable equivalent basis increased to **3.41%** for the six months ended June 30, 2025, from **3.31%** in the prior year period[207](index=207&type=chunk)[222](index=222&type=chunk) - Provision for credit losses for the six months ended June 30, 2025, increased by **150.9%** to **$138.2 million**, primarily due to **$75.6 million** for non-PCD Bremer loans and unfunded commitments[207](index=207&type=chunk)[226](index=226&type=chunk) - Noninterest income for the six months ended June 30, 2025, increased by **37.3%** to **$226.3 million**, driven by the Bremer and CapStar acquisitions, organic growth in fee-based businesses, and a **$21.0 million** gain from the Bremer pension plan[207](index=207&type=chunk)[229](index=229&type=chunk) - Noninterest expense for the six months ended June 30, 2025, increased by **19.8%** to **$653.2 million**, including **$47.1 million** in merger-related expenses. Adjusted for these and other non-recurring items, it increased to **$606.2 million** from **$506.7 million**[207](index=207&type=chunk)[233](index=233&type=chunk) - The effective tax rate decreased to **19.9%** for the six months ended June 30, 2025, from **21.9%** in the prior year period, reflecting an increase in tax credits[207](index=207&type=chunk)[235](index=235&type=chunk) [Financial Condition](index=69&type=section&id=Financial_Condition) This section analyzes the company's balance sheet, including assets, liabilities, and equity, and discusses changes in financial position - Total assets were **$71.0 billion** at June 30, 2025, a **$17.4 billion** increase from December 31, 2024, primarily due to the Bremer acquisition[236](index=236&type=chunk) - Earning assets increased by **$15.6 billion** to **$63.7 billion** at June 30, 2025[237](index=237&type=chunk) - The investment securities portfolio grew to **$14.5 billion** at June 30, 2025, from **$10.9 billion** at December 31, 2024, mainly due to Bremer, with an effective duration of **4.76**[239](index=239&type=chunk)[241](index=241&type=chunk) - The total loan portfolio increased by **$11.6 billion** to **$47.9 billion** at June 30, 2025, driven by the Bremer acquisition and commercial loan production[242](index=242&type=chunk)[243](index=243&type=chunk) - Total funding (deposits and wholesale borrowings) increased by **$15.5 billion** to **$61.7 billion** at June 30, 2025, with total deposits up **$13.5 billion** (**33.2%**) due to Bremer and organic growth[255](index=255&type=chunk) - Shareholders' equity reached **$8.1 billion** at June 30, 2025, benefiting from the Bremer acquisition (**+$1.0 billion**) and forward sale agreements (**+$443.2 million**)[257](index=257&type=chunk) - Old National and its bank subsidiary exceeded regulatory minimums and were 'well-capitalized' at June 30, 2025, with a Tier 1 leverage ratio of **9.26%** and Common equity Tier 1 capital ratio of **10.74%**[258](index=258&type=chunk)[259](index=259&type=chunk) [Risk Management](index=74&type=section&id=Risk_Management) This section describes the company's approach to identifying, assessing, and mitigating various financial and operational risks - The company's Risk Appetite Statement addresses strategic, market, liquidity, credit, operational, information security and technology, talent management, and compliance/regulatory/legal risks[263](index=263&type=chunk) - Under-performing assets increased to **$619.6 million** at June 30, 2025, from **$456.3 million** at December 31, 2024, primarily due to the Bremer acquisition, with nonaccrual loans at **$594.7 million**[266](index=266&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) - Total criticized and classified assets were **$3.6 billion** at June 30, 2025, an increase of **$1.1 billion** from December 31, 2024, mainly due to Bremer[266](index=266&type=chunk)[270](index=270&type=chunk) - The allowance for credit losses on loans to nonaccrual loans was **95.02%** at June 30, 2025, up from **87.62%** at December 31, 2024[266](index=266&type=chunk)[269](index=269&type=chunk) - Market risk management uses derivative instruments (swaps, collars, floors) to mitigate interest rate risk. Projected net interest income sensitivity to a **300 basis point** immediate rate decrease was **-10.19%** and to a **300 basis point** increase was **-1.64%** at June 30, 2025[282](index=282&type=chunk)[284](index=284&type=chunk)[288](index=288&type=chunk) - Liquidity risk is managed through strategic and contingency plans, with **$485.1 million** in available liquid funds at the parent company and **$19.46 billion** at subsidiaries at June 30, 2025[289](index=289&type=chunk)[294](index=294&type=chunk) [Critical Accounting Estimates](index=78&type=section&id=Critical_Accounting_Estimates) This section highlights critical accounting estimates requiring significant judgment and assumptions that could materially affect financial reporting - No material changes in the company's critical accounting estimates have occurred since December 31, 2024[297](index=297&type=chunk) - These estimates require significant judgment and assumptions, which can materially impact the carrying value of certain assets and liabilities[296](index=296&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=78&type=section&id=Item_3_Quantitative_and_Qualitative_Disclosures_About_Market_Risk) This section refers to the market and liquidity risk discussions within Management's Discussion and Analysis - For quantitative and qualitative disclosures about market risk, refer to the 'Market Risk' and 'Liquidity Risk' sections within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations[298](index=298&type=chunk) [Item 4. Controls and Procedures](index=78&type=section&id=Item_4_Controls_and_Procedures) This section confirms effective disclosure controls and procedures with no material changes in internal control over financial reporting - Old National's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[299](index=299&type=chunk) - Management acknowledges the inherent limitations of control systems, including potential for error, fraud, or management override[300](index=300&type=chunk)[301](index=301&type=chunk) - There were no material changes in Old National's internal control over financial reporting during the period covered by this report[302](index=302&type=chunk) [PART II. OTHER INFORMATION](index=79&type=section&id=PART_II_OTHER_INFORMATION) This part includes disclosures on risk factors, equity security sales, other corporate information, and a list of exhibits [Item 1A. Risk Factors](index=79&type=section&id=Item_1A_Risk_Factors) This section reports no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - No material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[303](index=303&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=79&type=section&id=Item_2_Unregistered_Sales_of_Equity_Securities_and_Use_of_Proceeds) This section details equity security repurchases for tax withholding and a new stock repurchase program - During Q2 2025, Old National purchased **378,569** shares of common stock at an average price of **$21.02** per share[304](index=304&type=chunk) - These shares were acquired to satisfy tax withholding obligations associated with the vesting of restricted stock or performance shares earned under the company's share-based incentive programs[304](index=304&type=chunk) - A new **$200 million** stock repurchase program was approved on February 19, 2025, authorized through February 28, 2026, replacing the prior program[305](index=305&type=chunk) [Item 5. Other Information](index=79&type=section&id=Item_5_Other_Information) This section confirms no material changes in board nominee procedures or Rule 10b5-1 trading arrangements by directors or officers - There have been no material changes in the procedure by which security holders recommend nominees to the Company's board of directors[306](index=306&type=chunk) - No director or Section 16 officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2025[306](index=306&type=chunk) [Item 6. Exhibits](index=80&type=section&id=Item_6_Exhibits) This section lists all exhibits filed with the Form 10-Q, including merger agreements and financial statements - The exhibits include the Agreement and Plan of Merger for Bremer Financial Corporation, various amendments to the Articles of Incorporation and By-Laws, and certifications required by the Sarbanes-Oxley Act[307](index=307&type=chunk) - Financial statements (Consolidated Balance Sheets, Statements of Income, Comprehensive Income (Loss), Changes in Shareholders' Equity, Cash Flows, and Notes) are provided in inline XBRL format[307](index=307&type=chunk) [SIGNATURE](index=81&type=section&id=SIGNATURE) This section contains the required signatures for the filing, affirming the accuracy and completeness of the report