Part I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Old National Bancorp's unaudited consolidated financial statements for the period ended September 30, 2023, are presented, detailing financial position and performance [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$49.1 billion** by September 30, 2023, driven by loan growth, with deposits and shareholders' equity also rising Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$49,059,448** | **$46,763,372** | | Net Loans | $32,273,852 | $30,819,970 | | Goodwill | $1,998,716 | $1,998,716 | | **Total Liabilities** | **$43,819,911** | **$41,634,777** | | Total Deposits | $37,252,676 | $35,000,830 | | Federal Home Loan Bank advances | $4,412,576 | $3,829,018 | | **Total Shareholders' Equity** | **$5,239,537** | **$5,128,595** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Net income applicable to common shareholders increased to **$143.8 million** for Q3 2023 and **$437.4 million** for the nine months, driven by higher net interest income and lower credit loss provisions Income Statement Summary (in thousands, except per share data) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $375,086 | $376,589 | $1,138,745 | $936,846 | | Provision for Credit Losses | $19,068 | $15,490 | $47,292 | $133,391 | | Noninterest Income | $80,938 | $80,385 | $233,248 | $234,742 | | Noninterest Expense | $244,776 | $262,444 | $742,071 | $755,508 | | **Net Income** | **$147,876** | **$140,153** | **$449,512** | **$227,552** | | **Net Income Applicable to Common** | **$143,842** | **$136,119** | **$437,411** | **$217,468** | | **Diluted EPS** | **$0.49** | **$0.47** | **$1.50** | **$0.80** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by **$935.0 million** for the nine months ended September 30, 2023, reflecting strong financing activities offsetting investing outflows Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Cash Flow Category | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $443,515 | $687,311 | | Net Cash from Investing Activities | ($1,561,607) | ($878,523) | | Net Cash from Financing Activities | $2,053,110 | $170,804 | | **Net Increase (Decrease) in Cash** | **$935,018** | **($20,408)** | | Cash at Beginning of Period | $728,412 | $822,019 | | **Cash at End of Period** | **$1,663,430** | **$801,611** | [Acquisition and Divestiture Activity](index=14&type=section&id=Note%203%20%E2%80%93%20ACQUISITION%20AND%20DIVESTITURE%20ACTIVITY) Old National announced the acquisition of CapStar Financial Holdings for **$344.4 million**, while incurring **$23.2 million** in costs from the prior First Midwest merger - On October 26, 2023, Old National agreed to acquire CapStar Financial Holdings, Inc. in an all-stock deal, with CapStar having approximately **$3.3 billion** in assets, valued at about **$344.4 million**[38](index=38&type=chunk) - Transaction costs related to the 2022 First Midwest merger totaled **$23.2 million** for the nine months ended September 30, 2023, compared to **$100.6 million** for the same period in 2022[36](index=36&type=chunk) [Investment Securities](index=16&type=section&id=Note%205%20%E2%80%93%20INVESTMENT%20SECURITIES) The company held **$6.4 billion** in AFS and **$3.0 billion** in HTM securities, with significant unrealized losses primarily due to interest rate fluctuations Investment Securities Summary (Sep 30, 2023, in thousands) | Portfolio | Amortized Cost | Fair Value | Gross Unrealized Losses | | :--- | :--- | :--- | :--- | | Available-for-Sale | $7,719,944 | $6,414,761 | ($1,143,301) | | Held-to-Maturity | $3,027,914 | $2,393,621 | ($634,293) | - The unrealized losses on investment securities are primarily attributed to fluctuations in interest rates and temporary market movements, with no expectation to sell before anticipated recovery[51](index=51&type=chunk) - No allowance for credit losses was needed for AFS securities, while an allowance of **$0.2 million** was maintained for HTM securities, specifically for certain municipal bonds[48](index=48&type=chunk)[49](index=49&type=chunk) [Loans and Allowance for Credit Losses](index=19&type=section&id=Note%206%20%E2%80%93%20LOANS%20AND%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) Total loans grew to **$32.6 billion**, primarily in commercial real estate, with the allowance for credit losses at **$304.0 million** and nonaccrual loans increasing to **$261.3 million** Loan Portfolio Composition (in thousands) | Loan Category | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Commercial | $9,333,448 | $9,508,904 | | Commercial real estate | $13,916,221 | $12,457,070 | | Residential real estate | $6,696,288 | $6,460,441 | | Consumer credit | $2,631,877 | $2,697,226 | | **Total loans** | **$32,577,834** | **$31,123,641** | Allowance for Credit Losses on Loans Activity (Nine Months Ended Sep 30, 2023, in thousands) | Description | Amount | | :--- | :--- | | Balance at Dec 31, 2022 | $303,671 | | Charge-offs | ($55,261) | | Recoveries | $9,052 | | Provision for Loan Losses | $46,520 | | **Balance at Sep 30, 2023** | **$303,982** | - Nonaccrual loans increased to **$261.3 million** at Q3 2023 from **$238.2 million** at year-end 2022, representing **0.80%** of total loans[83](index=83&type=chunk)[265](index=265&type=chunk) - During the nine months ended September 30, 2023, the company made financial difficulty modifications on loans totaling **$137.4 million**, primarily through term extensions for commercial and commercial real estate borrowers[87](index=87&type=chunk) [Derivative Financial Instruments](index=40&type=section&id=Note%2015%20%E2%80%93%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS) The company utilizes derivatives for interest rate risk management, with **$1.65 billion** in cash flow hedges and **$1.7 billion** in fair value hedges, alongside **$5.8 billion** in client-related non-hedging instruments - Derivatives designated as hedges were in a net liability position of **$25.5 million** at September 30, 2023[133](index=133&type=chunk)[281](index=281&type=chunk) - Customer-related derivative instruments not designated for hedge accounting had a notional value of **$5.8 billion**, which are economically hedged with offsetting contracts[138](index=138&type=chunk) [Management's Discussion and Analysis (MD&A)](index=51&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong Q3 2023 results, highlighting **$143.8 million** net income, deposit and loan growth, and stable credit quality despite net interest income compression - Q3 2023 net income was **$143.8 million**, or **$0.49** per diluted share[191](index=191&type=chunk) - Period-end total deposits increased by **$1.0 billion (3%)** quarter-over-quarter to **$37.3 billion**[193](index=193&type=chunk) - Loan balances grew by **$145.4 million** quarter-over-quarter to **$32.6 billion**, despite **$389 million** in commercial loan sales[194](index=194&type=chunk) - Net interest income decreased by **$7.1 million** quarter-over-quarter to **$375.1 million**, reflecting higher funding costs partially offset by loan growth and higher asset yields[195](index=195&type=chunk) [Results of Operations](index=59&type=section&id=Results%20of%20Operations) Nine-month net interest income grew **21.6%** to **$1.14 billion**, while provision for credit losses significantly decreased, and noninterest expenses declined due to lower merger costs Key Performance Indicators (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Interest Income | $1,138.7M | $936.8M | | Provision for Credit Losses | $47.3M | $133.4M | | Noninterest Income | $233.2M | $234.7M | | Noninterest Expense | $742.1M | $755.5M | | Diluted EPS | $1.50 | $0.80 | - The net interest margin (tax-equivalent) for Q3 2023 was **3.49%**, down from **3.71%** in Q3 2022, as the **206 bps** increase in cost of funds outpaced the **135 bps** increase in earning asset yields[205](index=205&type=chunk)[214](index=214&type=chunk) - Accretion income from acquired loans contributed **$7.5 million (7 bps of NIM)** in Q3 2023, a significant decrease from **$25.4 million (25 bps of NIM)** in Q3 2022[213](index=213&type=chunk)[214](index=214&type=chunk) - The FDIC has proposed a special assessment to recover DIF losses, which could result in an estimated **$17 million** expense for Old National, potentially recorded in a single quarter in 2024[232](index=232&type=chunk)[233](index=233&type=chunk) [Financial Condition](index=66&type=section&id=Financial%20Condition) Total assets increased to **$49.1 billion** driven by loan and deposit growth, with a shift in deposit composition and strong regulatory capital ratios - Total loans increased by **5%** since year-end 2022, driven by a **$1.46 billion (12%)** increase in commercial real estate loans[242](index=242&type=chunk) Deposit Composition Change (in thousands) | Deposit Type | Sep 30, 2023 | Dec 31, 2022 | $ Change | | :--- | :--- | :--- | :--- | | Noninterest-bearing demand | $10,091,352 | $11,930,798 | ($1,839,446) | | Money market | $8,793,218 | $5,389,139 | $3,404,079 | | Time deposits | $5,575,704 | $3,013,780 | $2,561,924 | | **Total Deposits** | **$37,252,676** | **$35,000,830** | **$2,251,846** | Regulatory Capital Ratios | Ratio | Sep 30, 2023 | Well-Capitalized Guideline | | :--- | :--- | :--- | | Common Equity Tier 1 | 10.41% | 7.00% (Minimum) | | Tier 1 Capital | 11.06% | 8.50% (Minimum) | | Total Capital | 12.32% | 10.50% (Minimum) | | Leverage Ratio | 8.70% | 4.00% (Minimum) | [Risk Management](index=70&type=section&id=Risk%20Management) The company manages credit, market, and liquidity risks, maintaining stable credit quality, an asset-sensitive net interest income, and strong liquidity with **$9.5 billion** in available funds - Under-performing assets were **$272.3 million**, or **0.84%** of total loans, at September 30, 2023, a slight decrease in percentage terms from **0.86%** at year-end 2022[263](index=263&type=chunk)[264](index=264&type=chunk) - Net charge-offs were **0.24%** of average loans in Q3 2023, up from **0.10%** in Q3 2022, partly due to a single **$12.2 million** commercial credit charge-off[267](index=267&type=chunk) NII Sensitivity Analysis (Two-Year Cumulative Horizon) | Rate Shock | % Change from Base NII | | :--- | :--- | | +300 bps | +6.88% | | +200 bps | +4.60% | | +100 bps | +2.49% | | -100 bps | -3.34% | | -200 bps | -5.56% | - As of September 30, 2023, the company's subsidiaries had total available funds of **$9.5 billion**, including **$5.5 billion** from the FHLB and **$2.4 billion** from the Federal Reserve Bank Term Funding Program[288](index=288&type=chunk) [Controls and Procedures](index=75&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective as of September 30, 2023, with no material changes to internal control over financial reporting during the quarter - Management has concluded that disclosure controls and procedures are effective at a reasonable assurance level[293](index=293&type=chunk) - No material changes to internal control over financial reporting occurred during the third quarter of 2023[296](index=296&type=chunk) Part II [Risk Factors](index=76&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's previously disclosed risk factors were reported for the quarter - No material changes to risk factors were reported for the quarter[298](index=298&type=chunk) [Issuer Purchases of Equity Securities](index=76&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares were repurchased under the publicly announced program during Q3 2023, leaving **$170.5 million** available for future repurchases - The Board of Directors approved a stock repurchase program authorizing up to **$200 million** in share repurchases through February 29, 2024[300](index=300&type=chunk) - No shares were repurchased under the publicly announced plan during the third quarter, and the **$170.5 million** authorization remains largely unused[299](index=299&type=chunk)

Financial Performance - Net interest income for Q2 2023 was $382,171,000, a slight increase from $381,488,000 in Q1 2023, but down from $391,090,000 in Q4 2022[174] - Noninterest income for Q2 2023 was $81,629,000, compared to $70,681,000 in Q1 2023 and $165,037,000 in Q4 2022, indicating a significant drop from the previous quarter[174] - Net income available to common shareholders for Q2 2023 was $151,003,000, up from $142,566,000 in Q1 2023 but down from $196,701,000 in Q4 2022[174] - Net income available to common shareholders rose to $293,569,000, compared to $81,349,000 in the same period last year, marking a 260.5% increase[178] - Net income applicable to common shareholders for Q2 2023 was $151.0 million, or $0.52 per diluted common share, compared to $142.6 million, or $0.49 per diluted common share in Q1 2023, reflecting a 36.1% increase[193] Asset and Loan Growth - Total loans increased to $32,432,473,000 in Q2 2023 from $31,822,374,000 in Q1 2023, reflecting a growth trend[174] - Total loans increased to $32,432,473,000, up from $29,553,648,000, representing an increase of 9.5%[178] - Total assets reached $48,496,755,000 in Q2 2023, up from $47,842,644,000 in Q1 2023[174] - Total assets grew to $48,496,755,000, compared to $45,748,355,000, reflecting a growth of 6.0%[178] - Total earning assets increased to $43,097,198 thousand in Q2 2023, up from $41,003,338 thousand in Q2 2022, representing a growth of 5.1%[208] - The loan portfolio totaled $32.4 billion at June 30, 2023, an increase of $1.3 billion or 4% from $31.1 billion at December 31, 2022[246] Efficiency and Cost Management - The efficiency ratio improved to 51.22% in Q2 2023 from 52.81% in Q1 2023, indicating better cost management[174] - The efficiency ratio improved to 52.01% from 66.59%, indicating better cost management[178] - Noninterest expense decreased by $4.1 million compared to Q1 2023, with significant reductions in merger-related expenses[199] - Noninterest expense decreased by $30.9 million for the three months ended June 30, 2023, compared to the same period in 2022, with total noninterest expense at $246.6 million[231] Credit Quality and Risk - Non-performing loans to ending loans ratio increased to 0.91% in Q2 2023 from 0.74% in Q1 2023, indicating a rise in credit risk[174] - Provision for credit losses decreased significantly to $28,224,000 from $117,901,000, reflecting improved credit quality[178] - Total provision for credit losses increased by $14.8 million (61.3%) for the three months ended June 30, 2023, compared to the same period in 2022[223] - The allowance for credit losses on loans was $300.6 million at June 30, 2023, slightly down from $303.7 million at December 31, 2022[276] - The allowance for credit losses on unfunded loan commitments increased to $37.0 million at June 30, 2023, compared to $32.2 million at December 31, 2022[277] Capital and Dividends - The Tier 1 common equity ratio was 10.14% in Q2 2023, up from 9.98% in Q1 2023, showing improved capital strength[174] - Cash dividends remained stable at $0.28 per share, with a dividend payout ratio decreasing to 28% from 90%[178] - Shareholders' equity increased to $5.3 billion, up from $5.1 billion, driven by retained earnings and unrealized gains[258] - The Tier 1 capital to total average assets ratio was 8.59% as of June 30, 2023, exceeding the regulatory minimum of 4%[261] Deposits and Funding - Total deposits increased by $1.3 billion, or 4%, to $36.2 billion as of June 30, 2023, driven by efforts to attract new client relationships and seasonal patterns in public funds[195] - Total deposits rose to $36.2 billion, an increase of $1.2 billion or 4% from $35.0 billion as of December 31, 2022[256] - Old National's total funding increased to $42.3 billion, reflecting a growth of 4% from $40.6 billion[256] Interest Rate and Liquidity Management - The interest rate risk management process aims to maximize net interest income while adhering to established limits for interest rate risk[280] - Liquidity management strategies include maintaining strategic and contingency liquidity plans to ensure sufficient funding for balance sheet growth[287] - The company recognizes that interest rate risk modeling is influenced by various factors beyond market interest rates, affecting net interest income[285] Market Ratings and Securities - Moody's Investors Service rates Old National with a long-term rating of A3 and its banking subsidiary with Aa3 negative outlook as of June 30, 2023[291] - The investment securities portfolio, including equity securities, was $10.0 billion at June 30, 2023, compared to $10.2 billion at December 31, 2022[242]

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 March 31, 2023 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 ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the fiscal year ended December 31, 2022 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 the Registrant as specified in its charter) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of ...