Financial Performance - Old National's net income applicable to common shareholders for 2025 was $653.1 million, or $1.79 per diluted common share, with adjusted net income of $808.6 million, or $2.21 per diluted common share [230][231]. - Net income available to common shareholders was $653,122 in 2025, a 24.8% increase from $523,053 in 2024 [239]. - The diluted net income per common share increased to $1.79 in 2025, compared to $1.68 in 2024, a rise of 6.5% [251]. - The return on average common equity for Q4 2025 was 10.44%, up from 9.83% in Q4 2024 [237]. - The return on average tangible common equity was 15.27% in 2025, slightly down from 15.37% in 2024 [239]. Growth and Acquisitions - Total deposits grew by 35% in 2025, with a loan to deposit ratio of 89% [230]. - Old National completed its acquisition of Bremer on May 1, 2025, enhancing its operating platform [233]. - The total loans increased to $48.76 billion by December 31, 2025, up from $36.29 billion a year earlier [237]. - Total assets grew to $72,151,967 in 2025, compared to $53,552,272 in 2024, an increase of 34.7% [239]. - The company's assets grew to $72.2 billion at December 31, 2025, an increase of $18.6 billion from $53.6 billion at December 31, 2024, mainly due to the acquisition of Bremer [276]. Income and Expenses - Net interest income increased by 34% to $2.1 billion, driven by strong loan growth and the Bremer acquisition [232]. - Noninterest income rose from $354.7 million in 2024 to $466.5 million in 2025, primarily due to the Bremer acquisition and higher mortgage banking revenue [232]. - Total noninterest expense increased to $1.5 billion in 2025, a 35.7% rise from 2024, including $140.9 million of merger-related expenses [272]. - The efficiency ratio improved to 55.10%, reflecting disciplined expense management [230]. Credit Quality and Losses - Provision for credit losses increased to $197,721 in 2025, up from $110,619 in 2024, reflecting a significant rise in credit risk [239]. - The allowance for credit losses on loans increased to $569.5 million at December 31, 2025, up from $392.5 million at December 31, 2024, reflecting adjustments related to the Bremer acquisition [297]. - Total provision for credit losses increased by $87.1 million in 2025 compared to 2024, reaching $197.7 million, primarily due to credit migration and macroeconomic factors [267]. - The net charge-off ratio for commercial loans was 0.46% in 2025, compared to 0.35% in 2024, indicating a rise in credit losses [333]. Deposits and Funding - Total deposits grew by $14.3 billion to $55.1 billion at December 31, 2025, attributed to Bremer deposits and organic growth [302]. - Total funding increased by $16.3 billion to $62.5 billion at December 31, 2025, reflecting both deposit growth and wholesale borrowings [302]. - The estimated amount of FDIC uninsured deposits for regulatory purposes was $23.7 billion at December 31, 2025 [303]. Operational Metrics - Full-time equivalent employees increased to 4,971 in 2025, up from 4,066 in 2024, reflecting expansion in operations [239]. - The average loans for the year increased to $44.22 billion in 2025 from $35.51 billion in 2024, reflecting growth in the loan portfolio [333]. - The average commercial loan size was approximately $771,000, while the average commercial real estate loan size was approximately $1.5 million as of December 31, 2025 [322]. Risk Management - The company is focused on managing interest rate risk to maximize net interest income while maintaining adequate funding and liquidity [340]. - Compliance and regulatory risk management is embedded in the company culture, ensuring adherence to applicable laws and regulations [359]. - The company maintains frameworks to manage operational risks, including cybersecurity threats and internal control weaknesses [358]. Tax and Legal Considerations - The effective tax rate was 20.5% in 2025, slightly down from 20.8% in 2024, influenced by tax benefits from tax credit investments [275]. - The company reviews income tax expense and deferred tax assets quarterly, with potential material impacts from tax law interpretations and disputes [378].

Financial Performance - Fourth quarter 2025 net income applicable to common shares was $212.6 million, with adjusted net income of $241.0 million, resulting in diluted EPS of $0.55 and adjusted EPS of $0.62[1][2][3] - Full-year 2025 net income applicable to common shares reached $653.1 million, with diluted EPS of $1.79 and adjusted EPS of $2.21[1] - Net income available to common shareholders rose to $212.589 million in Q4 2025, compared to $178.533 million in Q3 2025, demonstrating improved profitability[27] - Net income for the three months ended December 31, 2025, was $216,623,000, compared to $125,408,000 in the previous quarter, reflecting strong profitability growth[29] - The net income applicable to common shares for the quarter was $212,589, an increase from $178,533 in the prior quarter, reflecting a growth of approximately 18.5%[42] - The net income for the twelve months ended December 31, 2025, was $653,122, up from $523,053 for the same period last year, showing an increase of approximately 24.8%[42] Revenue and Income Sources - Net interest income on a fully taxable equivalent basis was $588.8 million, with a net interest margin of 3.65%, up 1 basis point[2][9] - Noninterest income decreased to $109.759 million in Q4 2025 from $130.461 million in Q3 2025, showing a decline in fee-based revenue streams[27] - Total revenue (FTE) for the latest quarter was $698,604 thousand, a slight decrease from $713,045 thousand in the previous quarter, representing a decline of 4.9%[44] - Noninterest income for the latest quarter was $109,759 thousand, down from $130,461 thousand in the previous quarter, reflecting a decrease of 15.9%[44] Loan and Deposit Growth - Total loans increased to $48.8 billion, reflecting a growth of $768.8 million or 6.4% annualized, driven by strong commercial loan production[2][9] - Total loans reached $48.764 billion at the end of Q4 2025, up from $47.968 billion at the end of Q3 2025, indicating robust loan growth[27] - Total deposits at the end of the period were $55.1 billion, up 0.6% annualized, while core deposits decreased by 3.2% annualized[2][9] - Total deposits were $55.088 billion at the end of Q4 2025, slightly up from $55.006 billion in Q3 2025, indicating stable deposit growth[27] Efficiency and Ratios - The efficiency ratio was reported at 51.6%, with an adjusted efficiency ratio of 46.0%, compared to 58.8% and 48.1% in the previous year[2][14] - The efficiency ratio improved to 51.6% in Q4 2025 from 58.8% in Q3 2025, reflecting better cost management[27] - Return on average tangible common equity (ROATCE) was 17.8%, with an adjusted ROATCE of 19.9%[2] - ROAE for the three months ended December 31, 2025, was 9.0%, an increase from 6.7% in the previous quarter[46] - ROATCE, adjusted, was 20.1% for the three months ended December 31, 2025, compared to 18.1% in the previous quarter[46] Credit Quality and Losses - Provision for credit losses was $32.7 million, with net charge-offs of $32.1 million, or 27 basis points of average loans[2][9] - Provision for credit losses increased to $32.745 million in Q4 2025 from $26.738 million in Q3 2025, indicating a cautious approach to credit risk management[27] - The allowance for credit losses on loans was $569,520 thousand, showing a slight decrease from $572,178 thousand in the previous quarter[30] - Nonaccrual loans decreased to $521,245 thousand from $590,820 thousand in the previous quarter, showing a decline of 11.7%[39] - The net charge-offs (NCOs) for the quarter were $32,108 thousand, compared to $30,038 thousand in the previous quarter, reflecting an increase of 6.9%[39] Adjustments and Expenses - The company incurred notable pre-tax charges of $24.5 million related to merger expenses and a $15.9 million loss from the termination of a pension plan[4][14] - Adjustments related to merger charges for the quarter were $24,547, significantly lower than $69,274 in the previous quarter[42] - Adjusted total noninterest expense was $328,929 thousand, down from $343,219 thousand in the previous quarter, showing a reduction of 4.5%[44] Assets and Equity - Total assets increased to $72.152 billion in Q4 2025 from $71.210 billion in Q3 2025, showcasing overall growth in the balance sheet[27] - Total shareholders' equity increased to $8,494,788,000 from $8,126,387,000 year-over-year[28] - Average shareholders' common equity increased to $7,924,856 thousand as of December 31, 2025, up from $7,208,397 thousand in the previous quarter[46] - Tangible common equity to tangible assets ratio improved to 7.72% as of December 31, 2025, compared to 7.53% in the previous quarter[47]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 001-15817 Old National Bancorp (Exact name of registrant as specified in its charter) Indiana 35-1539838 (State o ...

Financial Performance - Net income applicable to common shares for Q3 2025 was $178.5 million, with adjusted net income of $231.3 million, resulting in diluted EPS of $0.46 and adjusted EPS of $0.59[2][3] - Net income available to common shareholders increased to $178.533 million in Q3 2025, compared to $121.375 million in Q2 2025, marking a 47% increase[28] - Earnings per share (EPS) for Q3 2025 was $0.46, up from $0.34 in Q2 2025, reflecting a 35.3% growth[28] - The company reported a diluted adjusted EPS of $0.59, up from $0.53, reflecting an increase of 11.3%[44] - ROAE for Q3 2025 was reported at 9.0%, an increase from 6.7% in Q2 2025[47] - ROATCE for Q3 2025 was 15.9%, up from 12.0% in Q2 2025[47] Revenue and Income - Noninterest income for Q3 2025 was $130.461 million, slightly down from $132.517 million in Q2 2025[28] - Total revenue (FTE) reached $713,045 thousand, compared to $654,370 thousand in the prior quarter, marking a 9% growth[45] - Adjusted noninterest income was $130,454 thousand, compared to $111,557 thousand, showing a 16.5% increase[45] Loans and Deposits - Total loans at the end of the period amounted to $48.0 billion, up 0.6% annualized, with a 3.1% annualized increase when excluding loans acquired from Bremer[2][8] - Total loans reached $47.968 billion at the end of Q3 2025, a slight increase from $47.903 billion at the end of Q2 2025[28] - Total deposits at the end of the period were $55.0 billion, reflecting a 4.8% annualized growth, while core deposits increased by 5.8% annualized[2][8] - Total deposits rose to $55.006 billion in Q3 2025, up from $54.358 billion in Q2 2025[28] Credit Quality - Provision for credit losses was $26.7 million, with net charge-offs of $30.0 million, representing 25 basis points of average loans[2][8] - Provision for credit losses decreased significantly to $26.738 million in Q3 2025 from $106.835 million in Q2 2025, indicating improved credit quality[28] - The allowance for credit losses on loans increased to $572,178 thousand, compared to $565,109 thousand in the previous quarter, indicating a rise of 1.9%[31] - Nonaccrual loans totaled $590,820 thousand, slightly decreasing from $594,709 thousand in the previous quarter, a decline of 0.15%[40] Expenses and Efficiency - Noninterest expense totaled $445.7 million, including $69.3 million in merger-related charges, while adjusted noninterest expense was $376.5 million[2][15] - The efficiency ratio was reported at 58.8%, with an adjusted efficiency ratio of 48.1%[2][15] - The efficiency ratio improved to 58.8% in Q3 2025 from 55.8% in Q2 2025, indicating better cost management[28] - Noninterest expense was $445,734 thousand, compared to $384,766 thousand, representing a 15.9% increase, which may impact future profitability[45] Capital and Assets - Total assets increased to $71.210 billion in Q3 2025, compared to $70.980 billion in Q2 2025[28] - Total shareholders' equity as of September 30, 2025, was $8,309,271,000, up from $8,126,387,000 in the previous quarter[29] - Preliminary Tier 1 common equity to risk-weighted assets was 11.02%, an increase of 28 basis points[2][15] - Tangible common equity to tangible assets ratio improved to 7.53% as of September 30, 2025, up from 7.26% in June 2025[48] Growth and Production - Total commercial loan production for the quarter was $2.8 billion, marking a 20% increase from the previous quarter[2][8] - Total earning assets increased to $64.03 billion with a net interest margin of 5.78% for the three months ended September 30, 2025, compared to $59.06 billion and 5.64% in the previous quarter[35] - Total investments amounted to $14.70 billion, generating $155.69 million in income at a yield of 4.24%, up from $13.53 billion and 4.07% in the prior quarter[35] Mergers and Charges - Merger-related charges for the quarter were $69.27 million, up from $41.21 million in the previous quarter[43] - The company incurred merger-related charges of $69,274 thousand, compared to $41,206 thousand in the previous quarter, indicating ongoing integration costs[45]

Financial Performance - Net interest income for Q2 2025 reached $514,790, an increase from $388,421 in Q2 2024, representing a growth of 32.5% year-over-year[183] - Noninterest income rose to $132,517 in Q2 2025, up from $87,271 in Q2 2024, reflecting a growth of 51.8% year-over-year[183] - Net income available to common shareholders for Q2 2025 was $121,375, a decrease from $117,196 in Q2 2024, reflecting a decline of 1.5%[183] - Net interest income for the six months ended June 30, 2025, was $902,433,000, an increase of 21.14% from $744,879,000 in 2024[185] - Noninterest income increased to $226,311,000 in 2025, up 37.24% from $164,793,000 in 2024[185] - Net interest income rose by $127.1 million to $514.8 million compared to Q1 2025, driven by Bremer, organic loan growth, and higher asset yields[201] - Noninterest income increased by $38.7 million to $132.5 million compared to Q1 2025, reflecting Bremer and organic growth in fee-based businesses[203] Credit Losses and Provisions - Provision for credit losses increased to $106,835 in Q2 2025, compared to $36,214 in Q2 2024, indicating a significant rise in expected credit losses[183] - Provision for credit losses rose significantly to $138,238,000 in 2025 from $55,105,000 in 2024, reflecting a 150.36% increase[185] - Total provision for credit losses increased by 195.0% to $106.8 million for the three months ended June 30, 2025, compared to $36.2 million in 2024, driven by the establishment of an allowance for credit losses on Bremer loans[226] - The allowance for credit losses on loans increased to $404,871 thousand in Q2 2025 from $331,043 thousand in Q2 2024, indicating a rise of 22.2%[213] - The allowance for credit losses on loans was $565.1 million at June 30, 2025, an increase from $392.5 million at December 31, 2024, reflecting $90.4 million related to acquired PCD loans from the Bremer acquisition[275] Assets and Loans - Total loans increased to $47,902,819 as of June 30, 2025, compared to $36,150,513 a year earlier, marking a growth of 32.6%[183] - Total assets reached $70,979,805 as of June 30, 2025, up from $53,119,645 in the same period last year, representing a growth of 33.7%[183] - Total loans reached $44,105,060 thousand in Q2 2025, a 22.2% increase compared to $36,079,180 thousand in Q2 2024[213] - Total loans increased to $47.9 billion as of June 30, 2025, a 32.0% increase from $36.3 billion at December 31, 2024[242] - Total deposits increased to $54,357,683,000, up 36.06% from $39,999,228,000 in 2024[185] Operational Efficiency - The efficiency ratio for Q2 2025 was 55.80%, compared to 57.17% in Q2 2024, indicating improved operational efficiency[183] - The efficiency ratio improved to 54.92% in 2025 from 57.73% in 2024, indicating better cost management[185] - The efficiency ratio improved to 54.92% in Q2 2025 from 57.73% in Q2 2024[207] Workforce and Employment - The number of full-time equivalent employees increased to 5,313 in Q2 2025, up from 4,267 in Q2 2024, reflecting a growth in workforce[183] - The number of full-time equivalent employees increased to 5,313 in 2025, up from 4,267 in 2024, reflecting growth in operations[185] Dividends and Shareholder Equity - The common dividend payout ratio increased to 41% in Q2 2025, compared to 38% in Q2 2024, indicating a higher proportion of earnings distributed as dividends[183] - Shareholders' equity increased to $8.1 billion at June 30, 2025, up from $6.3 billion at December 31, 2024, due to the issuance of 50.2 million shares related to the Bremer acquisition[257] Acquisitions and Growth - Old National completed the acquisition of Bremer Financial Corporation on May 1, 2025, for a total consideration of $1.3 billion[206] - The investment securities portfolio was $14.5 billion at June 30, 2025, compared to $10.9 billion at December 31, 2024, driven by the acquisition of Bremer[239] - Nonaccrual loans increased by $146.7 million from December 31, 2024, to June 30, 2025, reflecting $126.8 million of nonaccrual loans acquired in the Bremer acquisition[269] Risk Management - The company performs stress testing periodically to ensure sufficient capital during economic stress, evaluating decisions related to pricing, loan concentrations, and mergers[261] - The company has adopted a Risk Appetite Statement to better assess and mitigate various risks, including credit, market, and liquidity risks[263] Projections and Future Outlook - Projected net interest income for June 30, 2025, is estimated at $8,885,950 thousand, reflecting a year-over-year increase driven by loan growth and asset repricing[284] - Total interest income is projected to rise from $4,880,115 thousand in 2024 to $8,885,950 thousand in 2025, indicating a significant growth trajectory[284] - Total interest expense is expected to increase from $1,013,949 thousand in 2024 to $4,651,760 thousand in 2025, highlighting the impact of rising interest rates[284]

Financial Performance - Old National Bancorp reported Q2 2025 net income applicable to common shares of $121.4 million, with adjusted net income of $190.9 million, resulting in diluted EPS of $0.34 and adjusted EPS of $0.53[7][8]. - Net income available to common shareholders for the three months ended June 30, 2025, was $121,375, a decrease of 13.0% from $140,625 in the previous quarter[34]. - Net income applicable to common shares for Q2 2025 was $121,375,000, a decrease of 13.7% from Q1 2025's $140,625,000[47]. - Adjusted net income applicable to common shares, excluding intangibles amortization, increased to $205,575,000 in Q2 2025 from $150,576,000 in Q1 2025, representing a 36.5% growth[51]. - The return on average assets (ROAA) was 0.77% for the three months ended June 30, 2025, down from 1.08% in the previous quarter[35]. - ROAE for Q2 2025 was 6.7%, a decrease from 9.1% in Q1 2025[51]. - ROATCE for Q2 2025 was 12.0%, down from 15.0% in Q1 2025[51]. Revenue and Income Sources - Net interest income on a fully taxable equivalent basis reached $521.9 million, with a net interest margin of 3.53%, an increase of 26 basis points[2][17]. - Net interest income for the three months ended June 30, 2025, was $514,790,000, compared to $387,643 for the previous quarter, reflecting a significant increase of 32.7%[34]. - Noninterest income increased to $132,517 for the three months ended June 30, 2025, up from $93,794 in the previous quarter, representing a growth of 41.2%[34]. - Total revenue (FTE) for Q2 2025 was $654,370,000, representing a 34.4% increase from $486,797,000 in Q1 2025[49]. - PPNR for Q2 2025 was $269,604,000, an increase of 23.5% from $218,326,000 in Q1 2025[49]. Asset and Loan Growth - Total assets reached $70,979,805 as of June 30, 2025, compared to $53,877,944 at the end of the previous quarter, indicating a growth of 31.7%[34]. - Total loans at the end of the period were $48.0 billion, up $11.5 billion, with a loan growth rate of 3.7% annualized excluding loans acquired from Bremer[11]. - The company reported total loans of $47,902,819 as of June 30, 2025, an increase from $36,413,944 at the end of the previous quarter, marking a growth of 31.5%[34]. - Total loans increased to $47,902,819,000 as of June 30, 2025, a rise of 31.7% from $36,413,944,000 in the same period last year[37]. - Average loans for the six months ended June 30, 2025, were $44,075,472,000, up from $36,284,059,000 for the same period in 2024, showing a growth of 21.0%[44]. Deposits and Funding - Total deposits at the end of the period were $54.4 billion, up $13.3 billion, with core deposits increasing by $11.6 billion[11]. - Total deposits increased to $54,357,683,000 as of June 30, 2025, a growth of 32.4% from $41,034,572,000 at the end of the previous year[37]. - Demand deposits rose to $11.57 billion, reflecting a strong liquidity position[41]. - Total interest-bearing deposits grew to $38.24 billion, with an interest expense of $240.09 million and an average yield of 2.52%[41]. Credit Quality and Provisions - Provision for credit losses was $106.8 million, including $75.6 million related to CECL Day 1 non-PCD provision expense[8][17]. - Net charge-offs were $26.5 million, or 24 basis points of average loans, with 30+ day delinquencies at 0.30%[17]. - The allowance for credit losses on loans was $565,109,000 as of June 30, 2025, compared to $401,932,000 in the previous year, indicating a significant increase in provisions[37]. - The provision for credit losses on loans was $99,263,000 for the three months ended June 30, 2025, compared to $31,026,000 for the previous quarter, indicating a significant rise in provisions[44]. - The allowance for credit losses on loans as a percentage of ending loans was 1.18% as of June 30, 2025, up from 1.10% on March 31, 2025[44]. Efficiency and Management - The efficiency ratio was 55.8%, while the adjusted efficiency ratio improved to 50.2%[2][17]. - The efficiency ratio improved to 55.8% for the three months ended June 30, 2025, compared to 53.7% in the previous quarter, indicating better cost management[35]. - Adjusted total noninterest expense for Q2 2025 was $289,850,000, compared to $224,258,000 in Q1 2025[49]. - Merger-related charges for Q2 2025 totaled $41,206,000, significantly higher than $5,856,000 in Q1 2025[49]. Capital and Equity - The company’s preliminary regulatory Tier 1 common equity to risk-weighted assets was 10.74%, down 88 basis points[2][24]. - Tangible common equity measures are highlighted as important capital adequacy metrics, excluding intangible assets from stockholders' equity[28]. - Tangible common equity as of June 30, 2025, was $4,938,296,000, up from $4,001,667,000 as of March 31, 2025, indicating a 23.4% increase[52]. - Shareholders' equity increased to $7.45 billion, up from $6.42 billion in the prior quarter[41]. - Common shares outstanding increased to 391,818 as of June 30, 2025, from 319,236 as of March 31, 2025[52]. Management and Strategic Outlook - Tim Burke was appointed as President and COO, bringing nearly 30 years of banking experience to the role[4][6]. - Forward-looking statements indicate management's expectations regarding financial condition, profitability, and business plans, subject to various risks and uncertainties[30]. - The company anticipates potential impacts from competition, economic conditions, and the integration of the merger with Bremer[30]. - Risks include changes in liquidity, credit quality trends, and the ability to generate loans and gather deposits[30]. - Future business combinations may affect performance and financial condition, with integration challenges highlighted[30].

Financial Performance - Net interest income for Q1 2025 was $387,643,000, a slight decrease from $394,180,000 in Q4 2024, but an increase from $356,458,000 in Q1 2024[163]. - Net income available to common shareholders for Q1 2025 was $140,625,000, down from $149,839,000 in Q4 2024 but up from $116,250,000 in Q1 2024[163]. - Noninterest income decreased by $2.0 million to $93.8 million compared to Q4 2024, reflecting lower company-owned life insurance and seasonally lower bank fees[178]. - Noninterest income increased by $16.3 million to $93.8 million for the three months ended March 31, 2025, compared to $77.5 million in the same period of 2024, representing a 21.0% increase[200]. - The effective tax rate decreased to 20.3% for the three months ended March 31, 2025, compared to 21.3% for the same period in 2024, reflecting an increase in tax credits[204]. Loan and Deposit Growth - Total loans as of March 31, 2025, reached $36,413,944,000, compared to $36,285,887,000 at the end of 2024[163]. - Total deposits rose to $41,034,572,000 as of March 31, 2025, compared to $40,823,560,000 at the end of 2024[163]. - Loan balances increased by $128.1 million, or 1.4% annualized, to $36.4 billion at March 31, 2025, with a 2.3% annualized increase when excluding $71 million of commercial real estate loans sold in the quarter[176]. - Total deposits increased by $211.0 million to $41.03 billion, reflecting organic growth, while wholesale funding constituted 12% of total funding[225]. Credit Quality and Losses - Provision for credit losses increased to $31,403,000 in Q1 2025 from $27,017,000 in Q4 2024 and $18,891,000 in Q1 2024[163]. - Non-performing loans to ending loans ratio increased to 1.29% in Q1 2025 from 1.23% in Q4 2024[163]. - The company reported a net charge-off rate of 0.24% for the three months ended March 31, 2025, compared to 0.14% in the same period of 2024, indicating an increase of 68.5%[199]. - Net charge-offs on loans totaled $21.6 million for the three months ended March 31, 2025, compared to $11.8 million for the same period in 2024, with annualized net charge-offs to average loans at 0.24%[240]. - The allowance for credit losses on loans was $401.9 million at March 31, 2025, an increase from $392.5 million at December 31, 2024, driven by macroeconomic factors and loan growth[244]. Capital and Equity - The Tier 1 common equity ratio improved to 11.62% in Q1 2025 from 11.38% in Q4 2024[163]. - Shareholders' equity rose to $6.5 billion as of March 31, 2025, up from $6.3 billion on December 31, 2024[227]. - Old National's Tier 1 capital to total average assets ratio was 9.44% as of March 31, 2025, exceeding the regulatory minimum of 4%[229]. - The total capital to risk-weighted total assets ratio stood at 13.68% as of March 31, 2025, well above the regulatory minimum of 10.50%[229]. Mergers and Acquisitions - The acquisition of CapStar was completed on April 1, 2024, enhancing the company's presence in Nashville and other high-growth Southeastern markets[181]. - A definitive merger agreement with Bremer Financial Corporation has been approved, with the transaction expected to close on May 1, 2025[181]. Risk Management - The company maintains a risk appetite statement to assess and mitigate various risks, including credit, market, and operational risks[232]. - Stress testing is performed periodically to ensure sufficient capital and alignment with the company's risk appetite, influencing decisions on pricing and capital deployment[231]. - The company utilizes a model to quantify the impact of changing interest rates on projected net interest income, assessing various interest rate scenarios[250]. Interest Income and Expense - Net interest margin on a fully taxable equivalent basis remained stable at 3.27% for the three months ended March 31, 2025, compared to the same period in 2024[194]. - Total interest income is projected to reach $6,654,179 thousand by March 31, 2025, up from $3,692,135 thousand in the previous year, indicating a growth of approximately 80.5%[252]. - Total interest expense is expected to increase to $3,357,153 thousand by March 31, 2025, compared to $737,428 thousand in the previous year, representing a growth of about 355.5%[252]. Asset Management - Total assets increased to $53,877,944,000 as of March 31, 2025, from $53,552,272,000 at the end of 2024[163]. - The investment securities portfolio increased to $11.2 billion at March 31, 2025, from $10.9 billion at December 31, 2024, representing 23% of earning assets[209]. - Earning assets rose by $337.3 million to $48.4 billion as of March 31, 2025, compared to $48.0 billion at December 31, 2024[207]. Liquidity Management - Liquidity management strategies include maintaining strategic and contingency liquidity plans to ensure sufficient funding for balance sheet growth and unexpected liquidity requirements[257]. - Management believes the company can generate adequate liquidity to meet short-term and long-term requirements[262].

Financial Performance - Old National Bancorp reported Q1 2025 net income applicable to common shares of $140.6 million, with diluted EPS of $0.44; adjusted net income was $145.5 million, or $0.45 per diluted share [1][2][3]. - Net income available to common shareholders for Q1 2025 was $140,625,000, down from $149,839,000 in Q4 2024 [28]. - Net income for Q1 2025 was $144,659 thousand, compared to $153,873 thousand in Q4 2024, representing a decline of 6.9% [31]. - Total revenue for Q1 2025 was $486,797,000, a slight decrease from $495,723,000 in Q4 2024, but an increase from $440,233,000 in Q1 2024 [42]. - Adjusted net income applicable to common shares was $145,454 thousand, with an adjusted EPS of $0.45 for the quarter [40]. - The company reported a return on average equity (ROAE) of 9.1% for Q1 2025, down from 9.8% in Q4 2024 [43]. Deposits and Loans - Total deposits at the end of the period were $41.0 billion, reflecting a 2.1% annualized increase; core deposits rose by 1.7% annualized [2][8]. - Total loans at the end of the period were $36.5 billion, up 1.5% annualized; total commercial loan production for the quarter was $1.5 billion [2][8]. - Total loans increased to $36,413,944 thousand in Q1 2025, up from $36,285,887 thousand in Q4 2024, marking a growth of 0.4% [32]. - Total deposits rose to $41,034,572 thousand in Q1 2025, compared to $40,823,560 thousand in Q4 2024, indicating an increase of 0.5% [32]. Interest Income and Margin - Net interest income on a fully taxable equivalent basis was $393.0 million, down from $400.0 million, with a net interest margin of 3.27%, a decrease of 3 basis points [2][8]. - Net interest income for Q1 2025 was $387,643,000, a slight decrease from $394,180,000 in Q4 2024 [28]. - The net interest margin (GAAP) was reported at 3.23% for the three months ended March 31, 2025 [36]. - Net interest income after provision for credit losses for Q1 2025 was $356,240 thousand, a decrease of 3.4% from $367,163 thousand in Q4 2024 [31]. Credit Losses and Allowance - Provision for credit losses was $31.4 million, with net charge-offs of $21.6 million, or 24 basis points of average loans [2][8]. - Provision for credit losses increased to $31,403,000 in Q1 2025 from $27,017,000 in Q4 2024 [28]. - The allowance for credit losses on loans was $401,932 thousand as of March 31, 2025, up from $392,522 thousand in Q4 2024 [32]. - The allowance for credit losses on loans increased to $398,765 compared to $382,799 in the previous quarter [36]. Efficiency and Ratios - The efficiency ratio was 53.7%, while the adjusted efficiency ratio was 51.8%, compared to 54.4% and 51.8% respectively in the previous quarter [2][15]. - The efficiency ratio for Q1 2025 improved to 53.7%, compared to 54.4% in Q4 2024 [28]. - Preliminary regulatory Tier 1 common equity to risk-weighted assets was 11.62%, an increase of 24 basis points [2][15]. - The Tier 1 common equity ratio improved to 11.62% in Q1 2025 from 11.38% in Q4 2024 [28]. Shareholder Information - The company maintained a cash dividend of $0.14 per share for Q1 2025, consistent with previous quarters [28]. - Total shareholders' equity increased to $6,534,654 thousand as of March 31, 2025, from $6,340,350 thousand at the end of Q4 2024 [32]. - Average shareholders' equity for Q1 2025 was $6,416,485,000, up from $6,338,953,000 in Q4 2024 [43]. - Common shares outstanding as of March 31, 2025, were 319,236, an increase from 318,980 as of December 31, 2024 [44]. Future Outlook - The company anticipates closing its partnership with Bremer Bank on May 1, 2025, which is expected to enhance its market position [1].

Financial Performance - Net income applicable to common shareholders for 2024 was $523.1 million, or $1.68 per diluted common share, with an adjusted net income of $578.1 million, or $1.86 per diluted common share [226][227]. - Net income applicable to common shares for 2024 was $523,053,000, a decrease from $565,857,000 in 2023 [244]. - Adjusted net income applicable to common shares for 2024 was $578,054,000 compared to $599,227,000 in 2023 [244]. - Diluted net income per share decreased to $1.68 in 2024 from $1.94 in 2023, representing a decline of 29% [234]. - Return on average assets for the fourth quarter of 2024 was 1.14%, while return on average common equity was 9.83% [232]. - Return on average tangible common equity for 2024 was 15.37%, down from 20.15% in 2023 [244]. - Total revenue for 2024 was $1,910,206,000, an increase from $1,866,188,000 in 2023 [244]. Asset and Deposit Growth - Total assets as of December 31, 2024, were $53.55 billion, with total loans at $36.29 billion and total deposits at $40.82 billion [232]. - Total assets rose to $53,552,272 in 2024, up from $49,089,836 in 2023, marking an increase of about 9% [234]. - Total deposits increased to $40,823,560 in 2024, compared to $37,235,180 in 2023, showing a growth of approximately 7% [234]. - Total deposits rose to $40.82 billion, a 9.6% increase from $37.24 billion in 2023, driven by the CapStar transaction and organic growth [300]. - Core deposits grew by approximately 10% in 2024, funding a corresponding 10% growth in loans [230]. Loan Growth and Quality - Total loans increased to $36,285,887 in 2024 from $32,991,927 in 2023, indicating a growth of approximately 10% [234]. - Average loans for the year increased to $35.5 billion in 2024 from $32.2 billion in 2023, reflecting growth in the loan portfolio [331]. - The allowance for credit losses on loans increased to $392.5 million from $307.6 million, reflecting organic loan growth and the CapStar acquisition [295]. - Non-performing loans to ending loans ratio increased to 1.23% in 2024 from 0.83% in 2023, highlighting potential credit quality concerns [234]. - Total provision for credit losses increased by $51.7 million in 2024, reaching $110.6 million, primarily due to loan growth and credit migration [262]. Income and Expense Analysis - Net interest income increased by 2% to $1.5 billion during 2024, driven by strong loan growth and the interest rate environment [228]. - Noninterest income rose from $333.3 million in 2023 to $354.7 million in 2024, primarily due to the CapStar merger and higher fees [228]. - Noninterest expense increased by $68.1 million in 2024, including $37.3 million of merger-related expenses and $13.3 million related to pension asset distribution [228]. - The efficiency ratio improved to 55.85% in 2024 from 53.70% in 2023, indicating enhanced operational efficiency [234]. - Total interest expense is projected to rise to $2.9 billion in 2024, up from $2.0 billion in 2023, marking a 44.1% increase [342]. Capital and Risk Management - The Tier 1 capital ratio improved to 11.98% in 2024 from 11.35% in 2023, reflecting stronger capital adequacy [234]. - The allowance for credit losses on loans to average loans ratio was 1.11 in 2024, up from 0.95 in 2023, indicating a higher provision relative to the loan portfolio [331]. - The company maintains strategic and contingency liquidity plans to ensure sufficient funding for balance sheet growth and unexpected liquidity requirements [347]. - The allowance for credit losses on loans was $392.5 million at December 31, 2024, compared to $307.6 million at December 31, 2023, primarily driven by the CapStar acquisition and organic loan growth [333]. Mergers and Acquisitions - Old National completed the acquisition of CapStar on April 1, 2024, enhancing its presence in Nashville and other high-growth Southeastern markets [229]. - The partnership with Bremer Bank was announced in 2024, expected to close in mid-2025, expanding opportunities in the upper Midwest [230]. - Goodwill and other intangible assets totaled $2.3 billion, an increase of $195.1 million due to the CapStar acquisition [298]. Interest Rate and Economic Factors - The Federal Reserve's Effective Federal Funds Rate decreased to 4.33% at December 31, 2024, down from 5.33% at December 31, 2023, impacting interest income dynamics [248]. - The yield on average earning assets increased by 41 basis points from 5.18% in 2023 to 5.59% in 2024, while the cost of interest-bearing liabilities rose by 73 basis points to 2.98% [258]. - The company anticipates that future loan growth and changes in credit quality could lead to increased provision expenses due to the volatility of macroeconomic factors [333].

Financial Performance - 4Q24 net income applicable to common shares was $149.8 million, with diluted EPS of $0.47; adjusted net income was $156.0 million, or $0.49 per diluted share[1][2][3] - Full-year net income applicable to common shares reached $523.1 million, with diluted EPS of $1.68; adjusted net income was $578.1 million, or $1.86 per diluted share[1] - Net income available to common shareholders for Q4 2024 was $149,839,000, compared to $116,250,000 in Q4 2023, marking a year-over-year increase of 28.9%[32] - The diluted EPS for Q4 2024 was $0.47, up from $0.40 in Q4 2023, representing a growth of 17.5%[32] - The company reported a net income of $523,053 for the twelve months ended December 31, 2024, compared to $565,857 for the previous year, reflecting a decline of 7.6%[44] - Adjusted net income applicable to common shares for the period was $155.989 million, compared to $147.216 million in the previous period, reflecting an increase of 5.5%[45] - Net income applicable to common shares for the three months ended June 30, 2024, was $139,768, compared to $117,196 for the previous quarter, representing an increase of 19.8%[44] Deposits and Loans - Total deposits at period-end were $40.8 billion, consistent with September 30, 2024; core deposits increased by 1.9% annualized[2][9] - Total loans at period-end were $36.3 billion, down 1.6% annualized; total commercial loan production for the quarter was $1.5 billion[2][9] - Total loans at the end of Q4 2024 were $36,285,887,000, slightly down from $36,400,643,000 at the end of Q3 2024[32] - Total loans reached $36,285,887 thousand, up from $32,991,927 thousand year-over-year, representing an increase of about 10.00%[36] - Total deposits at the end of Q4 2024 were $40,823,560,000, an increase from $37,699,418,000 in Q4 2023, reflecting a growth of 5.6%[32] - Demand deposits decreased to $9,424,577 from $10,633,806, indicating a shift in customer deposit behavior[41] Interest Income and Margin - Net interest income on a fully taxable equivalent basis was $400.0 million, with a net interest margin of 3.30%, down 2 basis points[2][9] - Net interest income for Q4 2024 was $394,180,000, an increase from $356,458,000 in Q4 2023, representing a year-over-year growth of 10.6%[32] - The net interest margin (GAAP) decreased to 3.26% from 3.49% year-over-year, while the net interest rate spread narrowed to 2.61% from 2.93%[41] - Total interest-bearing deposits increased to $31.64 billion, with an average yield of 2.71%[39] - The net interest rate spread improved to 2.64% from 2.62% in the prior quarter[39] Credit Losses and Provisions - Provision for credit losses was $27.0 million, with net charge-offs of $18.7 million, or 21 basis points of average loans[2][9] - Provision for credit losses in Q4 2024 was $27,017,000, compared to $11,595,000 in Q4 2023, indicating a significant increase in expected credit losses[32] - The allowance for credit losses on loans increased to $392,522 thousand, compared to $307,610 thousand in the previous year, indicating a rise of about 27.67%[36] - The allowance for credit losses (ACL) on loans to end-of-period (EOP) loans was 1.08% as of December 31, 2024, compared to 1.05% in the previous quarter[42] Noninterest Income and Expenses - Noninterest income for Q4 2024 reached $95,766,000, up from $77,522,000 in Q4 2023, reflecting a growth of 23.5% year-over-year[32] - Noninterest expense was $276.8 million, including $8.1 million of merger-related charges; adjusted noninterest expense was $268.7 million[2][15] - Noninterest expense for the three months ended December 31, 2024, was $276,824,000, compared to $272,283,000 in the previous quarter, showing an increase of 1.94%[46] - Adjusted total noninterest expense for the twelve months ended December 31, 2024, was $1,038,140,000, compared to $969,205,000 in the previous year, representing a 7.1% increase[46] Efficiency and Ratios - Efficiency ratio was 54.4%; adjusted efficiency ratio was 51.8%[2][15] - The efficiency ratio for Q4 2024 was 54.4%, improving from 58.3% in Q4 2023, indicating better cost management[32] - The adjusted efficiency ratio for the three months ended December 31, 2024, was 51.8%, compared to 51.2% in the previous quarter, indicating improved cost management[47] - Return on average tangible common equity (ROATCE) was 16.4%; adjusted ROATCE was 17.0%[2] Assets and Equity - Total assets as of Q4 2024 were $53,552,272,000, compared to $49,534,918,000 at the end of Q4 2023, showing a growth of 8.1%[32] - Total shareholders' equity increased to $6,340,350 thousand, compared to $5,562,900 thousand a year ago, marking a growth of approximately 13.93%[36] - Shareholders' equity rose to $6.34 billion, compared to $6.19 billion in the previous quarter[39] - Average shareholders' common equity increased to $6,095,234,000 as of December 31, 2024, compared to $5,946,352,000 in the previous quarter, indicating a growth of 2.5%[48] Regulatory Capital - Preliminary regulatory Tier 1 common equity to risk-weighted assets was 11.38%, up 38 basis points[2][15] - Tier 1 common equity ratio at the end of the period was 11.38%, up from 10.70% in the previous year[33] - Total capital ratio at the end of the period was 13.37%, compared to 12.64% in the previous year[33]