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 June 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 or oth ...

Exhibit 99.1 Old National Bancorp Reports Second Quarter 2025 Results and Names New President and COO Evansville, Ind. (July 22, 2025) Old National Bancorp (NASDAQ: ONB) reports 2Q25 net income applicable to common shares of $121.4 million, diluted EPS of $0.34; $190.9 million and $0.53 on an adjusted basis, respectively. 1 CEO COMMENTARY: Notable Items • Closing of Bremer partnership on May 1, 2025 • $75.6 million of pre-tax CECL Day 1 non-PCD provision expense • $41.2 million of pre-tax merger-related cha ...

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]

Financial Performance - Net income applicable to common shares for Q3 2024 was $139.8 million, with an adjusted net income of $147.2 million, resulting in diluted EPS of $0.44 and adjusted EPS of $0.46[1][2][3] - Net income available to common shareholders increased to $139,768,000 in Q3 2024 from $117,196,000 in Q2 2024, representing a 19.3% growth[28] - The company reported a net income of $373,214,000 for the nine months ended September 30, 2024, compared to $437,411,000 for the same period in 2023, reflecting a decrease of 14.7%[44] - The company reported a diluted EPS of $0.44 for Q3 2024, compared to $0.37 in Q2 2024, reflecting a growth of 18.9%[31] - Adjusted net income applicable to common shares for the period was $147,216 million, compared to $144,058 million in the previous period, reflecting a growth of 1.5%[45] Revenue and Income Sources - Noninterest income rose to $94,138,000 in Q3 2024, compared to $87,271,000 in Q2 2024, reflecting stronger fee-based revenue[28] - Total revenue for the three months ended September 30, 2024, was $492,006,000, compared to $482,032,000 for the same period in 2023, representing a 2.02% increase[46] - Noninterest income for the three months ended September 30, 2024, was $94,138,000, up from $87,271,000 in the prior year, reflecting an increase of 9.4%[46] Loans and Deposits - Total loans at the end of the period amounted to $36.5 billion, up 2.7% annualized, with average total loans increasing by $235.9 million[2][9] - Total loans reached $36,400,643 thousand, an increase of 2.1% from $36,150,513 thousand in the previous quarter[32] - Total deposits at the end of the period reached $40.8 billion, reflecting an increase of $0.8 billion, with core deposits rising by $1.0 billion, representing annualized growth rates of 8.5% and 10.1% respectively[2][9] - Total deposits rose to $40,845,746 thousand, reflecting a 2.1% increase from $39,999,228 thousand in the prior quarter[32] Credit Quality and Losses - Provision for credit losses was $28.5 million, with net charge-offs of $17.5 million, equating to 19 basis points of average loans[2][9] - Provision for credit losses decreased to $28,497,000 in Q3 2024 from $36,214,000 in Q2 2024, indicating improved credit quality[28] - The allowance for credit losses on loans increased to $(380,840) thousand, up from $(366,335) thousand in the previous quarter, indicating a rise in provisions for potential loan losses[32] - Nonaccrual loans amounted to $443,597,000 as of September 30, 2024, an increase from $340,181,000 in the previous quarter[42] Efficiency and Ratios - The efficiency ratio was reported at 53.8%, with an adjusted efficiency ratio of 51.2%, compared to 57.2% and 52.6% in the previous quarter[2][16] - The return on average tangible common equity was 16.0%, with an adjusted return of 16.8%[2][16] - The Tier 1 common equity ratio improved to 11.00% in Q3 2024 from 10.73% in Q2 2024[29] - The tangible common equity to tangible assets ratio improved to 7.4%, up from 7.2%[2][16] Market and Strategic Initiatives - The company plans to continue investing in new markets and attracting exceptional talent to enhance its franchise[1] - Notable items included $6.9 million in pre-tax merger-related charges and $2.6 million in pre-tax separation expenses[2][4][16] Assets and Capital - Total assets grew to $53,602,293,000 in Q3 2024 from $53,119,645,000 in Q2 2024, indicating a healthy balance sheet expansion[28] - Total shareholders' equity increased to $6,367,298 thousand, up from $5,239,537 thousand a year earlier, representing a growth of 21.5%[32] - The company maintained a strong capital position with shareholders' equity of $6,190,071 million, up from $5,294,072 million a year ago[36] Cost Management - The efficiency ratio improved to 53.8% in Q3 2024 from 57.2% in Q2 2024, reflecting better cost management[28] - Total noninterest expense for Q3 2024 was $272,283, a decrease from $282,999 in Q2 2024, indicating a reduction of 3.0%[31] - Noninterest expense for the three months ended September 30, 2024, was $272,283,000, a decrease from $282,999,000 in the same quarter of 2023, representing a reduction of 2.5%[46]

Financial Performance - Net interest income for Q2 2024 was $388,421,000, an increase from $382,171,000 in Q2 2023, reflecting a growth of 1.3% year-over-year[168]. - Noninterest income for Q2 2024 was $87,271,000, compared to $81,629,000 in Q2 2023, representing a growth of 6.5%[168]. - Net income available to common shareholders for Q2 2024 was $117,196,000, a slight decrease from $151,003,000 in Q2 2023, down by 22.4%[168]. - Net interest income for the six months ended June 30, 2024, was $744,879, a decrease of 2.9% from $763,659 in 2023[170]. - Net income available to common shareholders decreased to $233,446, down 20.5% from $293,569 in 2023[170]. - Adjusted net income per common share, diluted, was $0.46 for June 30, 2024, compared to $0.51 in the previous quarter, reflecting a decrease of 9.8%[177]. - Net income applicable to common shares for Q2 2024 was $117.2 million, or $0.37 per diluted share, compared to $116.3 million, or $0.40 per diluted share in Q1 2024[182]. Asset and Loan Growth - Total loans reached $36,150,513,000 as of June 30, 2024, up from $32,432,473,000 a year earlier, marking an increase of 11.1%[168]. - Total assets increased to $53,119,645,000 in Q2 2024 from $48,496,755,000 in Q2 2023, reflecting a growth of 9.3%[168]. - Total deposits rose to $39,999,228,000 in Q2 2024, compared to $36,231,315,000 in Q2 2023, an increase of 10.5%[168]. - Total loans increased to $36,150,513, a growth of 11.0% from $32,432,473 in 2023[170]. - Total assets grew to $53,119,645, up 9.3% from $48,496,755 in the previous year[170]. - Total loans reached $36,079,180 thousand for the three months ended June 30, 2024, compared to $32,255,865 thousand in the same period of 2023, marking a growth of 11.3%[199]. - The loan portfolio totaled $36.151 billion as of June 30, 2024, reflecting a $3.159 billion increase from $32.992 billion at December 31, 2023, a 9.6% growth[226]. Credit Losses and Risk - Provision for credit losses increased to $36,214,000 in Q2 2024 from $14,787,000 in Q2 2023, indicating a significant rise in expected credit losses[168]. - Provision for credit losses increased significantly to $55,105, compared to $28,224 in the same period last year, reflecting a rise of 95.3%[170]. - The allowance for credit losses on loans increased to $366.3 million at June 30, 2024, an increase from $307.6 million at December 31, 2023, reflecting $23.9 million for acquired PCD loans from the CapStar acquisition[256]. - Total provision for credit losses increased by 144.9% to $36,214 thousand for the three months ended June 30, 2024, compared to $14,787 thousand for the same period in 2023[211]. - Total nonaccrual loans increased to $340.2 million, up from $274.8 million at December 31, 2023, indicating a rise in credit risk[248]. - Under-performing assets rose to $353.7 million, representing 0.98% of total loans, a 12 basis point increase from 0.86% at December 31, 2023[249]. Operational Efficiency - The common dividend payout ratio increased to 38% in Q2 2024 from 27% in Q2 2023, indicating a higher return of earnings to shareholders[168]. - The efficiency ratio improved to 57.17% for the quarter, down from 51.66% in the previous quarter, suggesting enhanced operational efficiency[177]. - The efficiency ratio for Q2 2024 was 57.73%, compared to 52.01% in Q2 2023, indicating increased operational costs[192]. - Noninterest expense for the three months ended June 30, 2024, was $282.999 million, a 14.8% increase from $246.584 million in the same period of 2023[215]. - Excluding merger-related expenses, noninterest expense increased to $263.6 million for the three months ended June 30, 2024, compared to $240.6 million for the same period in 2023[216]. Market Expansion - The company reported a total of 280 banking centers as of June 30, 2024, an increase from 256 centers a year earlier, reflecting ongoing expansion efforts[168]. - The company operates 280 banking centers, an increase from 256 in 2023, reflecting ongoing market expansion efforts[170]. - The acquisition of CapStar on April 1, 2024, added approximately $3.1 billion in total assets and strengthened Old National's presence in Nashville, Tennessee[191]. Capital and Liquidity - Shareholders' equity increased to $6.1 billion at June 30, 2024, up from $5.6 billion at December 31, 2023, partly due to the issuance of 24 million shares related to the CapStar acquisition[239]. - Old National's capital ratios remain strong, with Tier 1 capital to total average assets at 8.90% as of June 30, 2024, compared to 8.83% at December 31, 2023[241]. - The company maintains available liquid funds of $436,277 thousand at the parent company level and $13,251,213 thousand at the subsidiary level as of June 30, 2024[274]. - Management believes the company can generate adequate liquidity to meet both short-term and long-term requirements[274]. Interest Rate Management - The company established guidelines for asset and liability management to measure short and long-term sensitivities to interest rate changes, which are reviewed by the Enterprise Risk Committee[262]. - The model used to quantify interest rate risk shows projected net interest income sensitivity based on interest rate changes over a two-year cumulative horizon[262]. - The company may use various techniques to manage interest rate risk, including adjusting balance sheet mix and modifying investment securities characteristics[263].

Financial Performance - Net interest income for Q1 2024 was $356,458,000, a decrease of 2.6% from $364,408,000 in Q4 2023[155] - Noninterest income decreased to $77,522,000 in Q1 2024 from $100,094,000 in Q4 2023, reflecting a decline of 22.5%[155] - Net income available to common shareholders was $116,250,000 in Q1 2024, down from $128,446,000 in Q4 2023, a decrease of 9.1%[155] - Net income applicable to common shares for Q1 2024 was $116.3 million, or $0.40 per diluted common share, down from $128.4 million, or $0.44 per diluted common share in Q4 2023[166] - Adjusted net income for Q1 2024 was $130.8 million, or $0.45 per diluted common share, compared to $134.6 million, or $0.46 per diluted common share in Q4 2023[167] - Return on average common equity decreased to 8.74% from 11.58% year-over-year[173] Credit Quality - Provision for credit losses increased to $18,891,000 in Q1 2024 from $11,595,000 in Q4 2023, indicating a rise in expected credit losses[155] - Non-performing loans to ending loans increased to 0.98% in Q1 2024 from 0.83% in Q4 2023, indicating a rise in credit quality concerns[155] - Net charge-offs on loans totaled $11.8 million for the three months ended March 31, 2024, down from $16.4 million for the same period in 2023, resulting in an annualized net charge-off rate of 0.14%[225] - The allowance for credit losses on loans was $319.7 million at March 31, 2024, compared to $307.6 million at December 31, 2023, indicating a continued increase in provision expense due to loan growth[230] - Under-performing assets as a percentage of total loans rose to 1.01% at March 31, 2024, a 15 basis point increase from 0.86% at December 31, 2023[222] Loan and Deposit Growth - Total loans increased to $33,623,319,000 as of March 31, 2024, compared to $32,991,927,000 at the end of Q4 2023, representing a growth of 1.9%[155] - Total deposits rose to $37,699,418,000 in Q1 2024 from $37,235,180,000 in Q4 2023, an increase of 1.2%[155] - Loan balances increased by $631.4 million to $33.6 billion, driven by disciplined commercial and commercial real estate loan growth[168] - Total deposits rose by $464,238,000 to $37,699,418,000, with a notable increase in money market deposits by 7.0%[211] Efficiency and Cost Management - The efficiency ratio for Q1 2024 was 58.34%, slightly improved from 59.05% in Q4 2023, suggesting better cost management[155] - Noninterest expense decreased by $21.9 million, including a $13.3 million non-cash expense related to pension assets distribution[171] - The efficiency ratio for the three months ended March 31, 2024, was 58.34%, compared to 52.81% in the same period of 2023[173] Capital and Liquidity - The Tier 1 common equity ratio improved to 10.76% in Q1 2024 from 10.70% in Q4 2023, indicating stronger capital adequacy[155] - Old National exceeded regulatory capital requirements, with a Tier 1 capital to total average assets ratio of 8.96% as of March 31, 2024, compared to 8.83% at December 31, 2023[215] - The company maintains available liquid funds of $313,936 thousand at the parent company level and $13,681,114 thousand at the subsidiary level as of March 31, 2024[249] Future Projections - Projected net interest income for March 31, 2024, is $6,360,479 thousand, an increase from $5,504,768 thousand in 2023, reflecting growth due to loan growth and rising interest rates[239] - Total interest income is expected to rise from $3,155,024 thousand in 2023 to $6,360,479 thousand in 2024, indicating a year-over-year increase of approximately 102%[239] - Projected interest expense is anticipated to increase from $680,872 thousand in 2023 to $3,243,938 thousand in 2024, representing a significant rise of about 376%[239] Asset Management - Assets increased by $445.1 million to $49.5 billion at March 31, 2024, compared to $49.1 billion at December 31, 2023[194] - Earning assets grew by $534.2 million to $44.5 billion at March 31, 2024, compared to $43.9 billion at December 31, 2023[195] - The investment securities portfolio, including equity securities, was $10.2 billion, representing 23% of earning assets at both March 31, 2024, and December 31, 2023[197]

Financial Performance - Net income applicable to common shareholders reached $565.9 million, or $1.94 per diluted common share, reflecting a strong performance compared to previous year [224] - Net income available to common shareholders rose to $565,857, up 36.6% from $414,169 in the previous year [232] - The diluted net income per share increased to $1.94, compared to $1.50 in 2022, reflecting a 29.3% growth [232] - Total assets grew to $49,089,836, a rise of 4.8% from $46,763,372 in the previous year [232] - Total deposits increased to $37,235,180, up 6.4% from $35,000,830 in 2022 [232] - Return on average assets improved to 1.21%, compared to 0.99% in 2022, showing enhanced profitability [232] - Total loans increased to $32.99 billion as of December 31, 2023, compared to $31.12 billion a year earlier [230] Income and Expenses - Net interest income increased to $1.5 billion in 2023, up from $1.3 billion in 2022, driven by higher interest rates and loan growth [223] - Noninterest income decreased from $399.8 million in 2022 to $333.3 million in 2023, primarily due to a prior year gain on the sale of health savings accounts [225] - Noninterest expense decreased by $11.9 million in 2023 compared to 2022, despite including $28.7 million of merger-related expenses [225] - The efficiency ratio improved to 53.70%, down from 57.97% in the previous year, indicating better cost management [232] - Net interest income for 2023 reached $1,503,153, an increase of 13.2% from $1,327,936 in 2022 [232] Credit Quality - The company maintains a strong credit quality with net charge-offs to average loans at 0.17% [224] - Provision for credit losses decreased significantly to $58,887 from $144,799, indicating improved credit quality [232] - The allowance for credit losses on loans was $307.6 million at December 31, 2023, slightly up from $303.7 million in 2022 [293] - Net charge-offs for the year 2023 totaled $55.9 million, significantly higher than $16.1 million in 2022, reflecting increased credit risk [327] - The net charge-offs to average loans outstanding ratio for total loans was 0.17% in 2023, compared to 0.06% in 2022, indicating a deterioration in credit quality [327] Loan and Deposit Growth - Deposits grew by 6% year-over-year, indicating a solid deposit franchise [224] - The loan to deposit ratio stood at 89%, showcasing effective management of deposits and loans [224] - Total loans reached $32,241,367 thousand in 2023, an increase of $4.6 billion compared to 2022 [258] - Total deposits increased by $2.23 billion, or 6%, to $37.24 billion at December 31, 2023, compared to $35.00 billion at December 31, 2022 [296] Mergers and Acquisitions - The company announced a definitive merger agreement to acquire CapStar, which has approximately $3.3 billion in total assets, expected to close in Q2 2024 [226] Market and Economic Conditions - The Federal Funds Rate increased to a target range of 5.25% to 5.50% by December 31, 2023, compared to 4.33% at the end of 2022 [246] - Management believes that changes in macroeconomic forecasts, particularly the national unemployment rate, could significantly impact estimated credit losses [366] Risk Management - The company maintains a liquidity risk management strategy, ensuring the ability to fund balance sheet growth and meet obligations in a timely manner [341] - The company uses interest rate swaps, collars, and floors to mitigate interest rate risk, with a net asset position of $4.5 million at December 31, 2023 [340] - Old National Bancorp maintains frameworks and internal controls to mitigate operational risks, including cybersecurity threats and compliance with regulatory requirements [351][352] Taxation - The company is subject to complex U.S. income tax laws, which are reviewed quarterly for tax expense and deferred tax assets [371] - Management must make judgments and estimates regarding the application of tax laws, which may lead to disputes subject to court review or settlement with tax authorities [371]