Old National Bancorp Annual Report 2023

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FY2023 Annual Report · Old National Bancorp

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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT

WITH 2023 ANNUAL REPORT

OLD NATIONAL BANCORP

Jim Ryan
Chairman and CEO

Becky Skillman
Lead Independent
Director

OLD NATIONAL BANCORP

Dear Shareholders,

It is our privilege to provide you with the details of a year that saw Old National
demonstrate the strength and stability of our organization, as well as the mettle
and character of our culture.

• Our 2023 earnings were exceptional. In fact, we established new organizational

records for the third consecutive year despite a challenging operating environment.
More specifically, we established new full-year highs for Adjusted Earnings Per Share
and Adjusted Return on Average Tangible Common Equity, while also posting our
best-ever Adjusted Efficiency Ratio.

• We continued to attract top talent. Throughout the year, Old National welcomed
proven revenue producers and impactful leaders to our company. We introduced
seasoned Commercial teams in Nashville and Detroit, and we continued to expand
the scope and reach of our successful high-net-worth Wealth division
(known as 1834), that was introduced in 2022.

• We continued to prioritize the growth and development of our team members.

This included a year-long culture shaping initiative that created an enhanced spirit of
collaboration and inclusion. Our executive leaders also engaged in a comprehensive
succession planning process.

• We seized on an opportunity to expand our footprint. Late in the year, we announced
a partnership with Nashville-based CapStar Bank. The strength and stability of our
company enabled us to pursue this opportunity while many of our peers were in a
defensive posture. The partnership closed on April 1, 2024.

• We took significant steps to enhance our technology. This included an expansion of

our successful partner relationship with Infosys, one of the world’s leading information
technology companies, and the creation of an internal Transformation Factory focused
on process improvement and automation.

• We built upon our commitment to community engagement and corporate social

responsibility. Our company invested more than $11.8 million in grants and sponsorships
in support of more than 2,000 organizations during 2023, while our team members
donated 57,369 total volunteer hours (valued at approximately $1.8 million). This was
highlighted by our second annual “Better Together Days” volunteer blitz.

We also experienced unprecedented and unexpected challenges in 2023, which confirmed
both the resiliency of our strategy and the strength of our character and culture.

• In March, we deftly adapted to a “flash” liquidity crisis within the banking industry that
ultimately resulted in the failure of three high-profile niche regional banks. Old National
was able to remain on offense during this challenging and uncertain time while many
other banks were compelled to play defense.

• On April 10, 2023, a tragic act of violence in Louisville, Kentucky, took the lives of five
of our team members. During this incredibly difficult period, our Old National family
was humbled and sustained by an immense outpouring of love and support from our
communities as well as many organizations and individuals throughout the country.
A full year later, we remain grateful for that support as we continue to grieve, heal
and remember.

In the remaining portion of this letter, we will take a deeper dive into the events and initiatives that defined 2023 for
Old National. We will also share our thoughts on why we believe our company is extremely well positioned for continued
success in 2024 and beyond.

More on the March 2023 Liquidity Event

Before the sudden collapse of Silicon Valley Bank on March 10, 2023, the U.S. banking system had gone 28 months without a
failure—the longest stretch in 15 years. On March 12, 2023, New York-based Signature Bank was also forced to close its doors.

The failures of these niche regional banks led to speculation about the fitness of the U.S. financial sector, while also amplifying
the Federal Reserve’s approach toward raising interest rates in an effort to curb inflation. Seemingly overnight, even strong,
healthy banks like OId National were compelled to consider their capital and liquidity position and banking and lending
strategy.

Fortunately, Old National was well-positioned to weather this industry-wide event.

Ultimately, this liquidity crisis ushered in tightening of credit throughout the banking industry. However, it did NOT require
Old National to make fundamental changes to our Strategic Plan. Instead, it shined a favorable spotlight on Old National’s
time-tested approach to old fashioned, basic banking. This approach is driven by:

1) A peer-leading, low-cost, high-quality deposit franchise.

2) A highly diversified loan portfolio positioned in strong, durable markets.
3) A conservative approach to risk management.
4) A strong capital and liquidity position.

In other words, our shareholders can rest assured that our basic bank strategy—which was designed to be durable and
effective in all market conditions—is working extremely well. As a result, Old National continues to be well-positioned for
long-term growth and success.

‘Love for Louisville’—Reflecting on the April 10 Tragedy

On the morning of April 10, 2023, our Old National family was blindsided by a tragedy in downtown Louisville, Kentucky, that
claimed the lives of five beloved Old National team members: Josh Barrick, Deana Eckert, Tommy Elliott, Juliana Farmer and
Jim Tutt. These were extraordinary, loving and gifted individuals, and we are committed to keeping their memories alive and
being there for their loved ones.

In the days and weeks following this tragedy, we were reminded that the values and culture of Old National are far more than
words on paper. Our entire team member family came together, locked arms and supported one another with a passion and
resilience that left our Executive Leadership Team and Board in awe. This love, care and support for one another—especially
those directly impacted by the tragedy—continues today.

‘Love for Louisville’ donations
In partnership with the Community Foundation of Louisville, the Old National Foundation has donated more than $1 million
to the Louisville community in response to the tragedy.

• $600,000 went to the “Love for Louisville Old National Survivors Fund” to care for those impacted.
• $150,000 was donated to the Louisville Metro Police Foundation.
• $150,000 went to the University of Louisville Hospital Trauma Center.
• $100,000 was gifted to the American Red Cross.

We will never forget those who cared for and sustained us!
On behalf of our entire Old National family, we want to express our deepest gratitude to several individuals and organizations
that selflessly came to our aid. This includes:

• The Louisville Metro Police Department, especially Officers Nick Wilt and Cory Galloway who were wounded.
• The Federal Bureau of Investigations.
• The amazing professionals at the University of Louisville Hospital Trauma Center and the entire Louisville

medical community.

• Kentucky Governor Andy Beshear and Louisville Mayor Craig Greenberg.

• The Louisville religious and mental health communities.
• The American Red Cross and countless other heroes who stood by our side.

Additionally, we want to thank everyone throughout the country whose care and support has been instrumental in lifting
us up and sustaining us throughout this difficult grieving and recovery process—especially our many friends in Louisville.
Please know that our Old National family will never forget!

Detailing our CapStar Bank Partnership

Our strength and stability throughout 2023 enabled Old National to opportunistically expand our franchise into the
Southeast. On October 26, 2023, Old National Bancorp and Nashville, Tennessee-based CapStar Financial Holdings, Inc.
(NASDAQ: CSTR) (“CapStar”) jointly announced that we had entered into a definitive merger agreement for Old National
to acquire CapStar in an all-stock transaction.

This partnership, which included approximately $3.1 billion of total assets, $2.7 billion of deposits and $2.3 billion of net
loans as of December 31, 2023, adds 23 banking centers to the Old National footprint. In addition to seven Community bank
locations in Nashville, the partnership includes facilities in Chattanooga and Knoxville in Tennessee, as well as in Asheville,
North Carolina. We were very pleased to receive regulatory approvals within two months of filing our applications, and also
pleased to be able to close the partnership within five months of announcement.

Key factors that make this a winning partnership

• It effectively rounds out Old National’s presence in the vibrant Nashville community by adding a strong Community Bank

presence. As a reminder, Old National entered the state of Tennessee in 2022 with the introduction of a Nashville-based
1834 Wealth team. This was followed by the addition of a seasoned Commercial banking and lending team in 2023.

• The cultural fit was unmistakable. Like Old National, CapStar has long been committed to delivering

exceptional client service while also working hard to strengthen its communities.

• The partnership includes several vibrant, fast-growing markets (Nashville is one of the 25 fastest growing

metro areas in the United States).

• Finally, it accelerates our growth strategy and positions Old National to more fully and effectively

invest in all our communities.

This transaction demonstrates that Old National remains well positioned to be disciplined, opportunistic acquirers while also
continuing to focus intently on organic growth. The facilities and systems conversion for this partnership will be completed
later this year.

A Closer Look at Our 2023 Financial Results

As noted earlier, Old National reported very strong earnings in 2023 despite significant headwinds. Our full-year 2023
earnings highlights included three organizational records.

• Adjusted Earnings Per Share of $2.05, compared to $1.96 for 2022. This represents three consecutive years
of record EPS growth and placed us in the top quartile of the KBW Nasdaq Regional Banking (KRX) Index.

• Adjusted Return on Average Tangible Common Equity of 21.3%, compared to 21.1% for 2022.

This result placed Old National in the top decile of the KRX Index.

• Record Adjusted Efficiency Ratio of 50.4%, compared to 51.6% for 2022,

which placed us in the top quartile of the KRX Index.

Additionally, the following full-year results positioned us in the top quartile relative to the KRX Index:

• Tangible book value growth of 17%.
• Stable credit quality with 10 basis points of charge-offs, excluding Purchase Credit Deteriorated (PCD) loans.
• Strong and disciplined loan growth of 6% (top quartile when you exclude loan sales).
• High-quality, low-cost deposit franchise.

Borrowing a theme from last year’s letter
One year ago, in our letter to shareholders, we posed the following question: How did Old National arrive at such a position
of strength? The answer today is the same as it was in early 2023: we owe the strength and stability of our company to our
team members, who relentlessly focus on serving clients, strengthening our communities and supporting one another.

Simply put, Old National has been there for our clients, communities and one another since 1834. We have a long history
of “leaning in” when times get challenging, and this tried-and-true approach was especially evident, and effective,
throughout 2023.

Stock Performance
While the aforementioned flash liquidity event has negatively impacted the performance of regional bank stocks across
the board, the total return provided to Old National shareholders in 2023 outperformed our peers and the KRX Index.
At the time of this writing, our stock is trading at a discounted value due to economic and industry headwinds that are
beyond our control. However, we are confident that our company remains extremely well positioned to provide long-term
shareholder value.

Key Leadership Changes and Expansion Activities

Carrie Goldfeder named Chief Credit Officer
We were thrilled to announce the hiring of Carrie Goldfeder in December. A seasoned executive with more than 25 years of
credit and corporate finance experience across all facets of loan production, credit performance and portfolio management,
Carrie came to us from Capital One, where she most recently served as a Senior Credit Officer.

As Chief Credit Officer for Old National, Carrie provides oversight on credit risk; leads the Credit Administration team,
including attracting, developing and retaining talent; and works to strategically advance the portfolio management
capabilities, and reputation and services of the company.

Carrie is a graduate of the University of Iowa where she earned a Bachelor of Science in Business Administration with
a concentration in finance and accounting.

Joe Wicklander hired to lead new Financial Institutions group
In October, Joe Wicklander joined Old National as Senior Director of a newly created Financial Institutions Group.
He will build out a team to focus on providing credit, liquidity, treasury management and capital markets solutions for
financial sponsors, proprietary trading arms, asset managers, broker dealers, futures commission merchants, specialty
finance companies, and more.

Joe brings more than 20 years of financial experience to his role at Old National. For the past decade, he led the
Financial Institutions Group for CIBC Bank in Chicago. He earned his bachelor’s degree from Kalamazoo College and
studied accountancy at DePaul University. He also earned an MBA from University of Chicago’s Booth School of Business.

Commercial team added in Metro Detroit
In June, we celebrated the opening of a Commercial banking office in Metro Detroit. Our seasoned team there, led by
Metro Detroit Market President Rick Hampson, boasts expertise in commercial real estate and project management;
employee stock ownership plans and asset-based lending; senior retirement housing; and healthcare.

The Detroit region is home to nine Fortune 500 companies that generate more than $400 billion in annual revenues.
This includes Ford Motor Company, General Motors, Penske Automotive Group and the Lear Corporation.

Commercial team added in Metro Nashville
A month later, in July, Old National expanded our commitment to Nashville through the addition of a Commercial banking
team that complements our successful 1834 Wealth group. Clif Tant was named Old National’s Nashville Market President
with Robert Macyauski serving as Commercial Real Estate Tennessee Market Executive.

This seasoned team hit the ground running, and their success—coupled with the effectiveness of our 1834 team—helped
solidify our desire to partner with CapStar Bank and add a Community bank presence in Greater Nashville.

Serving Our Clients More Effectively

Empowering Spanish-speaking clients through digital solutions
One of the ways Old National is working to exceed client expectations is by providing powerful, flexible and easy-to-use
digital banking tools. In 2023, we recognized an opportunity to better serve our Spanish-speaking clients with the following
solutions:

• We added a Spanish language option within our online and mobile banking platforms.
• We added functionality to our Client Care center to enable Spanish language capabilities and services.
• We expanded the list of acceptable forms of customer identification for establishing accounts to include

driver’s license or government-issued I.D.

One of our Spanish-speaking clients in Chicago had this to say about these enhancements: “I appreciate Old National
considering the Spanish speaking community…giving me the ability to access my account via a mobile platform and
making me feel confident that you care about me and my financial success!”

Changing the lives of traditionally underserved entrepreneurs
In an effort to expand credit and improve access to capital for underserved communities, especially Black and Brown
entrepreneurs, Old National launched an Empowerment Small Business Loan Program in January 2023 that is unique
to the U.S. financial industry. Loans generated through the program are evaluated using an approach that is less
dependent on consumer credit scores than most traditional credit models.

In its first full year, the Empowerment Small Business Loan Program generated nearly $30 million in loans in service of
72 clients. Here is how one of those clients explained the impact of the program on their business: “Choosing a bank that
mirrors our values is not just a business decision; it’s a commitment to a shared journey of empowerment and integrity.
As a Minority-owned business, we proudly partner with Old National.”

Investing in Our Most Valuable Asset

Because our team members are our most valuable asset, our culture revolves around investing in their growth and
development. This means providing all members of the Old National family with the tools, resources and support systems
they need to excel.

It also means creating and fostering an environment that champions diversity, equity and inclusion; promotes work-life
balance; and demands ethics and integrity.

Focusing on learning and development
Team member learning and development was a consistent focus throughout 2023. This included:

• Structured development programs for every phase of the career journey.
• Self-directed growth opportunities available through ONUniversity, our online learning and development portal.
• Ensuring that every team member has a structured Individual Development Plan.

Additionally, we are focused on fostering an inclusive work environment where our team members can truly thrive. In our
2023 Annual Engagement Survey, the vast majority of our team members agreed that people from diverse backgrounds
can succeed at Old National, and that they have a strong sense of belonging and can be themselves at work.

Year-long culture shaping initiative
Throughout the year, Old National continued to engage in a “culture shaping” initiative that began in 2022. Our 2023
efforts included regular team member communications centered on monthly culture topics such as energy, inclusion
and how to “be here now.”

Additionally, our 150 senior-most leaders completed a 12-month “Leading Better Together” development course that
prepared them to cascade key culture topics throughout the organization. A group of emerging leaders were also trained
mid-year as “culture carriers.” Once they completed their training, they stepped forward and led additional training sessions
for all of our people leaders.

This culture shaping process is continuing in 2024 with additional monthly culture topics and training sessions. We are
confident that this investment in a common language and culture will help drive the long-term success of Old National.

Building a strong talent pipeline
As touched upon earlier in this letter, the Old National story continues to resonate with top quality candidates—especially
those from large, metropolitan financial institutions. These seasoned professionals are drawn to our community banking
roots and our straightforward approach to delighting clients and strengthening our communities.

In 2023, we added more than 100 new strategic team members in client-facing roles and impactful support positions.
We are already benefiting from their diverse experiences and backgrounds.

Additionally, our executive leaders are more geographically dispersed today than at any time in our history. This provides
us with deeper market insights while also helping to tie our footprint together.

Succession planning
Our Executive Leadership Team completed a comprehensive succession planning process in 2023. Each executive leader
identified an interim successor along with succession candidates of various readiness using data from an Executive
Development Review.

In 2024, robust development plans and programs will be implemented to ensure continuity and stability within our
leadership pipeline.

Passionately Committed to Our Communities

An unwavering commitment to community engagement and corporate social responsibility is part of the Old National DNA.
We recognize that our success depends on strengthening and supporting the communities we serve, and we are deeply
committed to serving all those within our markets.

As mentioned in the introductory portion of this letter, Old National invested more than $11.8 million in grants and
sponsorships in 2023, supporting more than 2,000 organizations. Our team members also donated 57,369 total volunteer
hours (valued at roughly $1.8 million).

Many of our volunteer efforts throughout the year were coordinated and led by our ACE (Associate and Community
Engagement) teams, which exemplify what it means to put Old National’s values into action. Generally comprising five
to 10 team members, ACE teams organize activities such as sponsored community events, financial literacy programs
and other high-impact community initiatives.

We also remained focused on strengthening low-to-moderate income communities in 2023, as 95% of grants from the
Old National Foundation (excluding the aforementioned $1 million in Love for Louisville grants) supported Community
Reinvestment Act-eligible initiatives. Additionally, 84% of our Foundation grants (again, excluding Love for Louisville
grants) were awarded to organizations that serve underrepresented populations.

Better Together Days
On September 20 and 21, 2023, Old National put our values into action in a major way through our 2nd annual Better
Together Days volunteer blitz. Not only did our team members help strengthen the communities where they live and work,
they also demonstrated that we truly are “Better Together” when we roll up our sleeves in service to our communities.

Roughly 2,400 of our team members came together during the two-day event to donate 7,223 total volunteer hours in
service of 175 organizations. This year’s Better Together Days provided an ideal opportunity for us to acknowledge the
outpouring of care and support from our community partners following the April 10 tragedy, and to pay that love,
care and support forward through volunteerism.

Choose Your Charity and Pay it Forward campaigns
In the spring, Old National showed our strong commitment to Greater Chicago and surrounding markets by hosting a
successful “Choose Your Charity” promotional campaign. Through this campaign, we gifted a total of $500,000 to 98
nonprofit organizations. Winning organizations were selected by community members through an online voting process
that resulted in more than 270,000 votes being cast.

Additionally, Old National’s popular “acts of kindness” campaign continued for an eighth straight year as team members
in each of our markets came up with creative ways to help those in need. Pay it Forward initiatives in 2023 included food
and clothing drives and stuffing backpacks for school children.

Documenting our ESG Commitment
Environmental, Social and Governance (ESG) considerations, and other elements of corporate social responsibility, are
embedded within the policies, procedures and principles that govern Old National and define our culture and approach
to service. We document this commitment annually in a comprehensive ESG Report that is posted on oldnational.com in
conjunction with our Corporate Annual Report. You can find our 2023 ESG Report by visiting oldnational.com and clicking
on “Our Company” in the “About Us” section of the site.

Community Growth Plan update
In 2023, we continued to execute on the five-year, $8.3 billion Community Growth Plan that was introduced in 2022. Earlier
this year, we also announced an increase of $1.2 billion to the Plan. Established in partnership with the National Community
Reinvestment Coalition, the Plan builds on our deep legacy of service to historically underserved individuals, families and
communities.

Key focus areas of the Community Growth Plan include community lending and affordable housing commitments to
underserved and low-to-moderate income (LMI) borrowers, and community development initiatives and philanthropic
programs in LMI and majority-minority neighborhoods. In January 2024, we expanded the Plan to include additional
commitments in the state of Tennessee.

Championing Diversity, Equity and Inclusion

Old National respects, values and welcomes all aspects of diversity in our workforce, clients, suppliers and marketplace,
and we strive to be champions of promoting equity and inclusion, both within our workforce and in the communities we
serve. In 2023, we were recognized by the National Organization on Disability (NOD) as a Leading Disability Employer for
the sixth straight year. Old National has also been named a Military Friendly Employer for six consecutive years.

Key DEI highlights in 2023:

Impact Networks
These impact networks are open to any team member who is passionate about driving engagement, creating awareness of
diverse backgrounds and experiences, and building a culture of inclusion across the organization. Currently, there are seven
team member-led Impact Networks operating within Old National:

• Abilities First
• African American
• Military Veterans
• PRIDE
• TODOS (Hispanic and Latino)
• Women LEAD
• Young Professionals

Inclusive Conversation Series
Led by our DEI Office, Inclusive Conversations take place roughly once a quarter with all team members invited to participate
via Zoom. Each conversation is led by a moderator and features executives, senior leaders and team members sharing their
thoughts and expertise about topics like racial and cultural biases, ally-ship, inclusive leadership and more.

In 2023, 1,900 of our team members participated in at least one of these thought-provoking conversations. Topics included:

• Black History Month: The Power of Your Voice
• International Women’s Day: Being a “Girl Dad”
• Mental Health Awareness Month: Learning to Live Mentally Well

CEO Council
Our CEO Council comprises diverse (primarily BIPOC) high-potential Old National team members who share fresh
perspectives with our Executive Leadership Team on how best to serve communities across our footprint. Members of
the Council work together to identify and solve business and community needs, especially those focused on the growth
and sustainability of underrepresented clients and communities. At the same time, the CEO Council members are also
taking advantage of unique leadership development activities with an eye toward preparing for future roles as executive
leaders within the organization.

Our second CEO Council cohort began in May 2023, guided by Old National’s Chief Diversity, Equity & Inclusion Officer
Corliss Garner.

Women’s Executive Leadership Academy
2023 was the fourth year for Old National’s Women’s Executive Leadership Academy. It was created to foster the growth
and development of female leaders throughout the organization; strengthen key emotional intelligence competencies
that are critical for leadership effectiveness; and increase participants’ readiness to become future executives.

Supplier Diversity
Our evolving supplier diversity program is co-managed by our Chief Strategy & Business Partnerships Officer Roland
Shelton and our Chief Procurement Officer Kawn Watters—a collaboration that has resulted in a forward-leaning vision,
strategy and delivery that is bolstered by the four pillars of our Supplier Diversity Policy:

• Promotion of diversity, equity and inclusion
• Environmental, social and governance principles
• Sustainability
• Positive community impact

In 2023, 70% of Old National’s eligible spend was with diverse suppliers (meaning the vendor organization was at least
51% Women- or Minority-owned).

Finally, our Empowerment Small Business Loan Program, which was detailed earlier in the “Serving Our Clients More
Effectively” portion of this letter, is another illustration of our commitment to championing diversity, equity and inclusion
within the communities we serve.

Looking Ahead

When we shared the high-level details of our Strategic Plan in last year’s letter to shareholders, the interest rate environment
and overall economic outlook were materially different than they are today. And when you look back two years (to March
2022), you find that banks were operating with a Fed Funds Rate that was 525 basis points lower than today. In other
words, the past 24 months have seen the most rapid approach to raising interest rates in the history of the Federal Reserve.

As we usher in the second quarter of 2024, even strong, stable banks like Old National continue to wrestle with rate
volatility while also paying close attention to proposed new government regulations that could increase capital and
liquidity requirements and operating expenses—particularly for banks at the $100 billion asset level and above.

The good news is we find ourselves in an enviable position, despite these choppy waters, with a high quality, low-cost
deposit franchise; a well-diversified loan portfolio; and strong capital, liquidity and credit metrics. Additionally, we operate
in strong, vibrant Midwestern and Southeastern markets with generally stable economies. And finally, with just over $52
billion in total assets (on a pro forma basis as of December 31, 2023, including CapStar Financial Holdings, Inc.), we have
considerable runway ahead to pursue managed, strategic growth opportunities—through both organic means and partnership
opportunities—before we approach the $100 billion asset threshold.

As a result, we have not had to make any substantive changes to our strategy, which was built to be durable and to position
Old National to weather any and all market conditions. As a reminder, the five key principles of our Strategic Plan are:

1. Win in all our markets. We will continue to leverage our scale as a regional powerhouse without sacrificing

any of our community banking principles.

2. Fund asset growth with core deposits. A strong, low-cost deposit franchise with stable balances has been
a core strength of our company for decades. We will continue to focus on deepening relationships and
retaining and growing consumer households to fund asset growth.

3. Keep revenue streams appropriately balanced while also focusing intently on revenue and client growth in our
Wealth Management business and on growing our Treasury Management and Capital Markets revenue streams.

4. Execute with relentless focus. We will continue to define and execute on a relatively narrow set of opportunities

that are impactful for both Old National and our clients.

5. Advance the standard for corporate social responsibility. We firmly believe that we can only be as strong

and successful as the communities we serve.

Tangible Book Value and its effect on our near-term growth strategy
The economic issues and potential regulatory changes detailed above have heightened Old National’s focus on maintaining
and growing our Tangible Book Value (TBV) per share, which can be described as the per-share value of a company’s
equity after removing any intangible assets. Fortunately, we find ourselves in a “sweet spot”—large enough to be extremely
competitive in the regional bank space yet small and agile enough to continue to deliver on our basic “community bank”
strategy.

Additionally, Old National’s well above peer Return on Tangible Common Equity, combined with a competitive dividend
yield, should allow us to compound Tangible Book Value at a much faster rate than many of our peers.

Lastly, we will continue to invest in our people, communities, clients and ourselves, all of which will help us attract top
talent and bolster our position as an industry leader.

Capital strategy
Given the operating environment and the probability of future legislation related to capital requirements for regional banks,
a robust capital planning policy and process are integral to ensuring our stability and success. Old National’s capital planning
process is dynamic and incorporates risk tolerance levels, strategic planning, budgets and forecasts, and other factors that
may materially affect our capital adequacy.

Additionally, we proactively utilize stress testing to evaluate our capital position and various other stress scenarios. Going
forward, we will continue to perform stress tests to identify optimal balance sheet strategies within our overall risk appetite.

Final Thoughts

While it is impossible to predict with certainty what lies ahead for our country or the economy, we are confident that
Old National is extremely well positioned to face any additional challenges that may arise, and to nimbly take advantage
of emerging opportunities. We demonstrated this ability quite clearly in 2023, and we will continue to do so in the weeks,
months and years to come.

In closing, we want to thank you for trusting Old National with your investment. As an owner, you deserve the highest level
of success. Our pledge to you—on behalf of all our executive leaders and board members—is to relentlessly pursue this
impassioned level of success on your behalf, and on the behalf of our clients, communities and team members.

Additionally, rest assured that we remain true to our strategy and principles and we are focused on producing long-term
shareholder value. Please also know that we are committed to being innovative, agile and relentless in our quest to become
a consistent, top-quartile performer that sets the standard for regional banks.

Sincerely,

Jim Ryan
Chairman and CEO

Becky Skillman
Lead Independent Director

CELEBRATING THE DISTINGUISHE D CAR EE R OF M ICHAE L SCUDDER

On behalf of our Executive Leadership Team and Corporate Board of Directors, it is my distinct
privilege to congratulate Michael “Mike” Scudder, who retired as Executive Chairman of the
Board of Old National Bancorp in January 2024, and also to thank him for his outstanding
partnership and leadership. Mike previously served as Chairman and Chief Executive Officer of
First Midwest Bancorp, which partnered with Old National in February 2022 to create a regional
powerhouse that now ranks as the 6th largest commercial bank headquartered in the Midwest.

During his distinguished 38-year career, Mike helped drive the success of First Midwest, and
later Old National, by creating and fostering an environment where team members were
empowered to develop long-term, highly valued partnerships with clients, strengthen the
communities they serve and continuously grow and develop. His leadership as Executive
Chairman over the past two years has been instrumental to Old National’s success.

Additionally, Mike has been an active financial industry leader throughout his career, serving on the Board of Directors
of the American Bankers Association, as a member the Mid-Size Bank Coalition of America, and as an inaugural member
of the Federal Reserve Bank of Chicago’s Community Depository Institution Advisory Council.

Mike also serves on the Board of Trustees for DePaul University and the Silver Cross Hospital & Medical Centers. Furthermore,
he is a member of the Commercial Club of Chicago, The Chicago Club, the Illinois Certified Public Accountants Society, and
the Banker’s Club of Chicago.

Once again, on behalf of all of us at Old National, it is my privilege and honor to thank Mike for his service to our clients,
shareholders, team members and communities. We wish him and his wife, Barb, all the best as they enter this richly earned
new chapter.

Jim Ryan
Old National Chairman and CEO

Forward-Looking Statements

This letter contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, descriptions of Old National Bancorp’s (“Old
National’s”) financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-
looking statements may be identified by use of words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will,” “could” and “should,” and
other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events
and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ
materially from those in such statements. Factors that might cause such a difference include, but are not limited to: competition; government
legislation, regulations and policies; the ability of Old National to execute its business plan, including the completion of the integration related
to the merger between Old National and CapStar Financial Holdings, Inc. and the achievement of the synergies and other benefits from the
merger; unanticipated changes in Old National’s liquidity position; changes in the economy which could materially impact credit quality trends
and Old National’s ability to generate loans and gather deposits; market, economic, operational, liquidity, credit and interest rate risks associated
with Old National’s business; operational risks or risk management failures by Old National or critical third parties, including without limitation
with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption and fraud risks;
failure or circumvention of Old National’s internal controls; failure or disruption of Old National’s information systems; significant changes in
accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigation; disruptive
technologies in payment systems and other services traditionally provided by banks; computer hacking and other cybersecurity threats; other
matters discussed in this letter; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2023 and other
filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this letter, and Old
National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this letter.

One Main Street, Evansville, Indiana 47708

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The 2024 Annual Meeting of Shareholders of Old National Bancorp (the
“Company”) will be held as a virtual meeting on Wednesday, May 15, 2024, at
9:00 a.m., Central Daylight Time. You will be able to attend the Annual Meeting,
vote your shares and submit your questions during the meeting by visiting
www.virtualshareholdermeeting.com/ONB2024 and entering your 16-digit control
number located on your Notice and Access Card or Proxy Card. You will not be
able to attend the meeting in person. The meeting will be held for the following
purposes:

1 Election of the Company’s Board of Directors consisting of fifteen directors,
each to serve a term of one year and until the election and qualification of
his or her successor.

2 Approval of a non-binding advisory proposal on the compensation of our

named executive officers.

3 Ratification of the appointment of Deloitte & Touche LLP as the independent
registered public accounting firm of the Company for the fiscal year ending
December 31, 2024.

4 Transaction of such other business as may properly come before the

meeting or any adjournments and postponements thereof.

The foregoing items of business, as well as instructions for accessing the virtual
Annual Meeting, are more fully described in the Proxy Statement accompanying
this Notice. Holders of common stock of record at the close of business on
March 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting. We
will begin mailing the Notice of Internet Availability of Proxy Materials to certain of
our shareholders on April 5, 2024. Shareholders who do not receive the Notice of
Internet Availability of Proxy Materials will continue to receive a paper copy of our
proxy materials through the U.S. Mail. All proxy materials will be available at
www.oldnational.com/Proxy on or about April 5, 2024.

A list of all shareholders entitled to vote at the Annual Meeting will be available for
inspection at our principal office upon written request by a shareholder beginning
five business days prior to the Annual Meeting and will remain accessible
throughout the Annual Meeting at www.virtualshareholdermeeting.com/ONB2024.

By Order of the Board of Directors

Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary

April 5, 2024

DATE AND TIME
Wednesday, May 15, 2024,
at 9:00 a.m., Central
Daylight Time

VIRTUAL MEETING
www.virtualshareholder
meeting.com/ONB2024
and enter your 16-digit
control number located
on your Notice of Internet
Availability of Proxy
Materials or your Proxy
Card

WHO CAN VOTE
Holders of common stock
of record at the close of
business on March 20,
2024

IMPORTANT
It is important that your
shares be represented
and voted at the Annual
Meeting. Whether or
not you plan to attend
the meeting, please
vote your shares by
completing and mailing
your Proxy Card in the
envelope provided or
vote by telephone or the
Internet.

Additional information
on voting your shares is
included in the attached
Proxy Statement.

CERTAIN TERMS

Certain terms that we use in the accompanying Proxy Statement have particular meanings, as set forth
below.

TERM

401(k) Plan

AICP
Annual Meeting
Articles of Incorporation
Board of Directors or Board
By-Laws
CECL
CEO
CFO
common stock
Company, Old National, we, us or our
Compensation Committee
Directors Deferred Compensation Plan
EPS
Equity Incentive Plan

ESG
Executive Deferred Compensation Plan
FASB ASC
First Midwest
First Midwest Bank
Form 10-K
GAAP
Internal Revenue Code
KRX Index
Merger

Merger Agreement

Named Executive Officer or NEO
Nasdaq
Notice and Access Card
Notice of Annual Meeting or Notice
Old National Bank or Bank
PCD loans
preferred stock

Proxy

Proxy Card
Proxy Statement
Record Date

ROAA
ROATCE
ROE
SEC
TSR
WTW

MEANING

Old National Bancorp Employee Stock Ownership and Savings Plan (a tax-qualified defined
contribution plan)
The Company’s Annual Incentive Compensation Plan
2024 Annual Meeting of Shareholders of Old National Bancorp
Amended and Restated Articles of Incorporation of Old National Bancorp, as currently in effect
Board of Directors of Old National Bancorp
Amended and Restated By-Laws of Old National Bancorp, as currently in effect
Current expected credit loss, an accounting metric
Chief Executive Officer
Chief Financial Officer
Common stock, no par value per share, of Old National Bancorp
Old National Bancorp
Talent Development and Compensation Committee of Old National Bancorp’s Board of Directors
Old National Bancorp Directors Deferred Compensation Plan
Earnings per diluted common share
Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (as amended
and restated as of May 10, 2012, and further amended and restated as of April 27, 2017, April 29, 2021
and May 18, 2022)
Environmental, social and governance
Old National Bancorp Executive Deferred Compensation Plan
Financial Accounting Standards Board Accounting Standards Codification
First Midwest Bancorp, Inc.
First Midwest Bank, which was a wholly-owned subsidiary of First Midwest Bancorp, Inc.
Old National Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2023
U.S. Generally Accepted Accounting Principles
Internal Revenue Code of 1986, as amended
KBW Nasdaq Regional Banking Index (Old National Bancorp is included in this index)
The merger of equals transaction pursuant to which Old National Bancorp and First Midwest
Bancorp, Inc. merged on February 15, 2022
Agreement and Plan of Merger dated as of May 30, 2021 by and between Old National Bancorp and
First Midwest Bancorp, Inc.
An Executive officer who is named in the Summary Compensation Table in this Proxy Statement
The Nasdaq Stock Market
The Notice of Internet Availability of Proxy Materials
The Notice of Annual Meeting of Shareholders that accompanies this Proxy Statement
Old National Bank, which is a wholly-owned subsidiary of Old National Bancorp
Purchased credit deteriorated loans
Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A and Series C, of Old National
Bancorp
The designation of the authority to vote your shares of Old National Bancorp common stock at the
Annual Meeting
The proxy card or voting instruction form that accompanies this Proxy Statement
This Proxy Statement
March 20, 2024 – the date used to determine the holders of common stock who are of record on
the books and records of Old National Bancorp at the close of business on such date and who are
entitled to notice of, and to vote at, the 2024 annual meeting of shareholders
Return on average assets
Return on average tangible common equity
Return on equity
United States Securities and Exchange Commission
Total shareholder return
Willis Towers Watson, the independent compensation consultant to our Talent Development and
Compensation Committee

TABLE OF CONTENTS

PROXY STATEMENT – SUMMARY

ABOUT OLD NATIONAL

ENVIRONMENTAL, SOCIAL AND GOVERNANCE AT A GLANCE

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE AT OLD NATIONAL

Corporate Governance Guidelines and Committee Charters
Code of Business Conduct and Ethics
Director Independence
Board Leadership Structure
Chairman and CEO Roles
Lead Independent Director
Board and Committee Meetings
Committees of our Board
Board’s Role in Risk Oversight
Board and Committee Self-Assessments
Director Education
Succession Planning and Talent Development
Related Party Transactions
Compensation Committee Interlocks and Insider Participation
Communications from Shareholders to Directors
Policy Regarding Consideration of Director Candidates Recommended by Shareholders

ITEM 1 – ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL SHAREHOLDERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Approach to Executive Compensation
2023 Performance Highlights
Completion of Partnership with CapStar Bank
2023 Reflected Pay for Performance Alignment
Shareholder Say-on-Pay Vote in 2023
Retirement of Mr. Scudder in 2024
Our Executive Compensation Philosophy

Compensation Best Practices
Compensation Governance
2023 Peer Group

2023 Compensation Program

Components of Our Executive Compensation Program
CEO Pay
Base Salary
Annual Incentive Compensation Program
Long-Term Equity Compensation (Performance Share Units and Restricted Stock)
Retirement and Other Welfare Benefits
Perquisites

Policies, Guidelines, and Other Practices

Stock Ownership Guidelines
Clawback, Anti-Pledging and Anti-Hedging Policies
Risk Assessment of Executive Compensation Program
Tax Considerations
Employment and Confidentiality and Restrictive Covenant Agreements with Our Executive Officers

COMPENSATION COMMITTEE REPORT

18
18
19
19
19
20
20
20
24
25
25
25
27
27
27
27

45
45
45
47
47
47
47
48
48
49
51
52
52
55
56
56
59
61
62
63
63
63
64
64
65

COMPENSATION TABLES

2023 Summary Compensation Table
All Other Compensation For 2023
Grants of Plan-Based Awards During 2023
Outstanding Equity Awards at December 31, 2023
Option Exercises and Stock Vested in 2023
2023 Nonqualified Deferred Compensation
Named Executive Officer Employment Agreements
Potential Payments Upon Termination of Employment or Change in Control

CEO PAY RATIO

DELINQUENT SECTION 16(a) REPORTS

PAY VERSUS PERFORMANCE

ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON NAMED EXECUTIVE OFFICER
COMPENSATION

ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF THE AUDIT COMMITTEE

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING

ANNUAL REPORT

OTHER MATTERS

68
69
69
70
71
71
71
75

One Main Street, Evansville, Indiana 47708

PROXY STATEMENT – SUMMARY

The following summary highlights information contained elsewhere in this Proxy Statement. This
summary does not contain all the information you should consider, and you should read the entire
Proxy Statement carefully before voting your shares of Old National common stock.

GENERAL INFORMATION

DATE AND TIME

LOCATION

RECORD DATE

Wednesday, May 15, 2024,
at 9:00 a.m., Central
Daylight Time

Virtual/Online at
www.virtualshareholder
meeting.com/ONB2024

Holders of common stock
of record at the close of
business on March 20,
2024

VOTING

ADMISSION

Shareholders as of the Record Date are
entitled to vote at the Annual Meeting.
Each share of common stock is entitled
to one vote for each matter to be voted
on at the Annual Meeting.

To attend the Annual Meeting, visit
www.virtualshareholdermeeting.com/
ONB2024. You will need the 16-digit
control number included on your Notice
and Access Card, or your Proxy Card or
voting instruction form that
accompanied this Proxy Statement.

PROPOSALS TO BE VOTED ON AND BOARD VOTING
RECOMMENDATIONS

PROPOSAL

Election of Directors

RECOMMENDATION PAGE REFERENCE

FOR each
director nominee

2 Approval of a non-binding advisory proposal on the
compensation of our named executive officers

3 Ratification of the appointment of Deloitte & Touche LLP as the
independent registered public accounting firm of the Company
for the year ending December 31, 2024

FOR

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

PROXY STATEMENT – SUMMARY

ELECTION OF DIRECTORS

(SEE PAGES 29 THROUGH 39)

The first item of business at the Annual Meeting will be the election of fifteen directors of the Company.
The nominees are set forth in the table below. Each nominee is currently serving as a director of the
Company. Our Board of Directors recommends voting in favor of each of the nominees.

NAME

DIRECTOR
SINCE

PRINCIPAL OCCUPATION

INDEPENDENT

Barbara A. Boigegrain

2008*

Former Chief Executive Officer & General Secretary, Wespath
Benefits and Investments

Thomas L. Brown

2017*

Former Senior Vice President & Chief Financial Officer, RLI Corp.;
former partner, PricewaterhouseCoopers LLP

Kathryn J. Hayley

2016*

Chief Executive Officer, Rosewood Advisory Services, LLC;
former Executive Vice President, UnitedHealthcare, a subsidiary
of UnitedHealth Group, Inc.

Peter J. Henseler

2011*

Chairman, TOMY International

Daniel S. Hermann

2020

Founding partner, Lechwe Holdings LLC; former Chief
Executive Officer, AmeriQual Group, LLC

Ryan C. Kitchell

2018

Chairman, Indiana Governor’s Workforce Cabinet; former
Executive Vice President & Chief Financial Officer, Indiana
University Health

Austin M. Ramirez

2020

President & Chief Executive Officer, Husco

Ellen A. Rudnick

2005*

Senior Advisor, University of Chicago Booth School of Business;
former Vice President, Baxter International, Inc.

James C. Ryan, III

2019

Chairman & Chief Executive Officer, Old National Bancorp

–

Thomas E. Salmon

2018

Former Chairman & Chief Executive Officer, Berry Global Group,
Inc. (NYSE)

Rebecca S. Skillman

2013

Former Chair, Radius Indiana; former Lt. Governor, State of
Indiana

Michael J. Small

2010*

Chairman, Kognitive Networks, Inc.; former President and Chief
Executive Officer of GoGo, Inc.

Derrick J. Stewart

2015

Executive Vice President and Chief Operating Officer, YMCA
Retirement Fund

Stephen C. Van Arsdell

2017*

Former Senior Partner, Chairman and CEO, Deloitte & Touche
LLP

Katherine E. White

2015

Brigadier General, U.S. Army National Guard; Professor of Law,
Wayne State University Law School

*Includes years of service on the Board of Directors of First Midwest

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

PROXY STATEMENT – SUMMARY

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
(SEE PAGE 86)

We are asking shareholders to approve, on an advisory (non-binding) basis, a resolution regarding the
compensation paid in 2023 to our named executive officers, as disclosed in this Proxy Statement.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
(SEE PAGE 88)

We are asking shareholders to ratify, on an advisory (non-binding) basis, the appointment of Deloitte &
Touche LLP as the independent registered public accounting firm of the Company for the fiscal year
ending December 31, 2024.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ABOUT OLD NATIONAL

Our Business

Old National Bancorp is the holding company for Old National Bank. We are the sixth largest
Midwestern-headquartered banking company by asset size, with total assets of approximately
$52 billion and an additional $29 billion of assets under management as of December 31, 2023 (inclusive
of our merger with CapStar discussed below). We rank among the top 30 banking companies based in
the United States.

Tracing our banking roots to 1834, we currently operate over 250 banking centers located primarily
throughout the Midwestern United States, including Illinois, Indiana, Iowa, Kentucky, Michigan,
Minnesota, Tennessee and Wisconsin, as well as wealth management offices in these states and in
Missouri and Arizona. We have operations in six of the largest Midwestern metropolitan areas.

Since our founding, we have focused on relationship banking by building long-term, highly valued
partnerships with clients and the communities we serve. We provide extensive commercial and
consumer lending and depository, wealth management, trust, private banking, investment advisory,
capital markets and other banking services.

We have acquired over 50 financial institutions and other financial services businesses since forming
our holding company in 1982. We assess possible mergers and acquisitions based on a disciplined
financial evaluation process. We expect that future mergers and acquisitions will be consistent with our
existing core banking strategy of focusing on community banking, client relationships and consistent
quality earnings.

CapStar Bank

On October 26, 2023, we announced our partnership with CapStar Financial Holdings, Inc. (“CapStar”)
and its wholly-owned subsidiary, CapStar Bank, in an all-stock transaction. This partnership includes
23 banking centers located in Nashville, Chattanooga and Knoxville, Tennessee, as well as in Asheville,
North Carolina. As of December 31, 2023, CapStar had approximately $3.1 billion of total assets,
$2.3 billion of total loans and $2.7 billion of deposits. We received regulatory approvals for this
transaction within two months of filing our applications and completed this acquisition on April 1, 2024.

Better Together

Better Together describes the team approach we live everyday toward our commitment to our clients
and communities and drives our continued success.

Certain strategic benefits of Better Together include the following:

• Top-tier commercial and community bank. We operate a bank with broad product offerings

within a diverse geographic footprint which allows us to serve existing clients, as well as new and
larger clients across our markets.

• Financial benefits to shareholders. We were able to deliver strong financial performance and
value creation for our shareholders in 2023 while positioning us well for 2024 and beyond.

• Strong market position. With our size, banking operations in six of the largest Midwestern

metropolitan areas, a recognized brand, strong commercial banking capabilities, a robust retail
footprint and a significant wealth platform, we have a market presence that allows us to
compete effectively, attract and retain top talent and deliver superior financial performance.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ABOUT OLD NATIONAL

• Team member focus. With multiple workplace recognitions and a commitment to diversity,

equity and inclusion, we continue to be committed to fostering a strong culture of collaboration,
trust, inclusiveness and acceptance that empowers team members to flourish and be successful.

• Community engagement. We continue to build on our longstanding history of service and

strengthening our communities by championing local initiatives and driving positive change
throughout our footprint.

• Digital and technology capabilities. We have the scale and profitability to accelerate digital and

technology capabilities and drive future investments in commercial, consumer and wealth
management services.

Our Mission, Vision and Values

Our culture is shaped by a clear set of core values, and we operate our business with uncompromised
integrity and the highest levels of ethics. As part of our Better Together mindset, we updated our
Mission, Vision and Values to more accurately reflect where we are today, as a premier mid-sized bank,
and our aspirations for the future.

• Mission. With deep roots as a trusted partner, we invest our time, heart and expertise so that our

clients and communities thrive.

• Vision. To be the bank of choice that helps our clients fulfill their dreams, passionately supports

our communities and invests in the growth and development of our team members.

• Values. The culture of Old National is rooted in our six core values. These values strengthen the
fabric of the communities we serve, distinguish our team members as our greatest asset and
allow us to deliver a consistent, convenient and customized experience for every client.

○

Integrity – we are trusted, authentic and ethical

Inclusion – we courageously embrace our differences

○ Collaboration – we genuinely believe we are better together

○ Excellence – we consistently deliver our best

○ Optimism – we embrace a spirit of possibilities

○ Agility – we are resourceful and innovative

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ABOUT OLD NATIONAL

2023 Highlights

2023 was a record year for Old National in many key areas of performance, with selected highlights
below.

Record Adjusted EPS*
$2.05

5% increase year-over-year (“YOY”) –
top quartile of the KRX Index

Record Adjusted Net Income*

$599 million

11% increase YOY –
top quartile of the KRX Index

Adjusted Return on
Average Assets*

1.28%

Top quartile of the KRX Index

Continued Growth of Strong
Capital Position

Total capital to risk-weighted
assets – 12.64%
Tier 1 capital to risk-weighted
assets – 11.35%

Record Adjusted Efficiency
Ratio*
50.4%

Top quartile of the KRX Index

Total Loan Growth (YOY)

When loan sales are excluded,
top quartile of KRX Index

Record Adjusted Return on
Average Tangible Common
Equity*

21.3%

Top decile of the KRX index

Net Charge-Offs**
0.10%

Strong credit quality and discipline

Tangible Book Value Growth
(YOY)

17%

Top quartile of KRX Index

Peer Leading Deposit Franchise

Deposits grew 6% YOY;
average cost of deposits of 135
bps; noninterest-bearing
deposits were 26% of total
deposits

Granular and Long-Tenured
Deposit Base

Average deposit size
is ~ $30,000

75% of core deposit tenures
are >5 years

Board Diversity

47%

7 of our 15 board members are diverse
on the basis of gender, race or ethnicity

Continued Strong Commitment
to Corporate Social
Responsibility

www.oldnational.com/esg

Numerous DEI and Workplace
Recognitions

See list on page 7

Continued Longstanding
Commitment to Support
Underserved and Economically
Disadvantaged Communities

$9.5 billion Community Growth
Plan

*Includes adjusted, non-GAAP financial measures that exclude certain items, such as current expected credit loss (“CECL”)
Day 1 non-PCD loans provision expense, merger-related charges associated with completed and pending acquisitions, gain on
sale of Visa Class B restricted shares, FDIC special assessment expense, gain on sale of health savings accounts, contract
termination charges, property optimization charges, net securities losses and expenses related to the tragic April 10, 2023
event at our downtown Louisville location. The equivalent GAAP measures for the non-GAAP measures referenced above are:
EPS $1.94; Net Income: $566 million; ROATCE: 20.2%; ROAA: 1.21%; and Efficiency Ratio: 53.7%. Reference is made to the non-
GAAP reconciliation included in the Company’s January 23, 2024 press release reporting its financial results for its 2023 fourth
quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on
January 23, 2024.

**Excludes PCD loans

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

Commitment to Excellence and Valuing our Team Members

Old National’s culture and commitment to excellence are among the pillars of our success and support
the emphasis we place on our team members. Our diversity, equity and inclusion (“DEI”) workplace
awards received in 2023 reflect the value and success of this approach.

ABOUT OLD NATIONAL

DIVERSITY, EQUITY AND INCLUSION AND WORKPLACE RECOGNITIONS

• Bloomberg Gender-Equality Index (8th

consecutive year): Awarded to companies that
support gender equality through policy
development, representation and transparency

• Military Friendly Employer: Recognizes efforts to

recruit and retain military veterans

• Bauer Financial: Rated a 4-Star (outstanding)

institution

• National Organization on Disability: Recognizes
organizations that lead the way in disability
inclusion, and tap into the benefits of hiring talent
with disabilities

• Disability Equality Index: Scored a perfect 100 on

the 2023 index, the most comprehensive
benchmarking tool for disability inclusion

• CEO Act!on for Diversity & Inclusion:

Awarded to companies that take measurable
action in advancing diversity and inclusion in the
workplace

Commitment to Diversity, Equity and Inclusion

We respect, value and welcome all aspects of diversity in our workforce and markets and with our
clients and suppliers. In addition, we strive to be champions of promoting equity and inclusion, both
within our workplace and the communities we serve.

Our Diversity, Equity and Inclusion Vision and Strategic Pillars

Our DEI vision is to continuously strive to achieve our DEI goals and strategic objectives so that we will
be viewed as:

• An employer of choice
• A financial services provider of choice
• A community partner of choice
• A strong and attractive investment

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ABOUT OLD NATIONAL

We also recognize that DEI is a differentiator that helps us advance our vision, which allows us to be a
bank that assists our clients to fulfill their dreams, passionately supports our communities and invests in
the growth and development of our team members. We support this vision through our four DEI
strategic pillars.

Our Team Member Impact Networks

In 2023, we enthusiastically expanded our impact networks, which are volunteer-based groups open to
all team members who are passionate about driving engagement, creating awareness of diverse
backgrounds and experiences and building a culture of inclusion across our Company. Our impact
networks include:

The African American
Business Impact Network
advances Old National’s
commitment to inclusion
by providing a forum to
support the professional
development and retention
of African American team
members.

PRIDE works to foster an
environment that respects,
welcomes and supports
lesbian, gay, bisexual and
transgender professionals
and allies by promoting
awareness, education and
community collaboration.

TODOS focuses on
developing, retaining
and attracting Latino and
Hispanic team members,
growing partnerships
within the community and
increasing competitiveness
in the fast-growing
Hispanic market.

The Military Veterans
Impact Network is
responsible for coordinating

create sustainable programs
for transitioning veterans
while supporting current
veteran team members.

The Abilities First Impact
Network promotes an
inclusive work environment
by increasing awareness
of the needs of those with
disabilities and providing
a disabilities educational
forum.

The ONB Young
Professionals Impact
Network engages, connects,
empowers and fosters the
growth and development
of young professional team
members (primarily ages
18-40) while supporting
diversity.

Women LEAD strives
to cultivate an inclusive
environment where all
women thrive and their
unique contributions are
valued and recognized as
critical to the achievement
of Old National’s business
objectives.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE AT A GLANCE

ESG considerations, and other elements of corporate social responsibility, are
integrated and embedded within the policies, procedures and principles that
govern Old National. Our Company is committed to serving as a cornerstone of
the local community and maintaining transparency in governance, as well as
environmental responsibility and sustainability. We also aim to strengthen the
communities we serve through team member volunteerism and corporate
philanthropy efforts.

Our 2023 ESG Report summarizes the Company’s approach to corporate social
responsibility. As discussed more fully in our ESG Report, Old National earned
numerous awards and recognitions in 2023 that reflect our culture and our
commitment to corporate social responsibility.

In 2024, we will continue to evaluate issues that collectively represent the
Company’s most significant and material risks, as well as opportunities for
enhanced shareholder value. The Company will also continue to assess its ESG
priorities in 2024, including climate-related risks and opportunities.

We are pleased to present our 2023 ESG Report, which can be found on our
website at www.oldnational/esg.

COMMITTED TO
DIVERSITY, EQUITY
AND INCLUSION

47%

Corporate Board diversity
(gender, racial and ethnic
diversity)

67%

of all Old National team
members are female

25%

Total workforce is racially
or ethnically diverse

50%

Gender/Ethnic Diversity
on Executive Leadership
Team

100%

TEAM MEMBER COMPLETION
of annual, risk-based compliance training as
well as training related to our Code of
Business Conduct and Ethics

CORPORATE
GOVERNANCE

• Comprehensive Risk Appetite Statement
•
• 100% score on the Disability Equality Index Best

Independent Chief Audit Executive/Ethics Officer

Places to Work

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ESG AT A GLANCE

Corporate Social Responsibility

Our corporate social responsibility strategy is integrated and embedded within the policies, procedures
and principles that govern Old National and help define our community banking culture. At the center
of our culture and strategy is the belief that we are only as strong as the communities we serve.

Community Involvement

Even with our significant growth over the past decade, we have remained true to our roots and have
maintained our dedication to being a community bank with team members who are active members
of the cities and towns they call home – in short, we are a mid-sized bank with a community bank DNA.
Old National team members consistently strive to make a positive difference in the communities we
serve and actively share their talents in their communities through volunteer activities in education,
economic development, human and health services, and community reinvestment. In 2023, our team
members:

• Participated in over 57,000 volunteer hours

•

In support of 2,400 organizations

In addition, the Old National Bank Foundation donated $11.8 million to organizations serving our
communities.

Community Growth Plan

In 2022, we announced our $8.3 billion community growth plan that builds on our long-standing
commitment to support historically underserved and economically disadvantaged individuals, families
and communities in our Midwest footprint. In addition, earlier in 2024, we announced an increase of
approximately $1.2 billion to our community growth plan that expands this support throughout our
Southeast footprint. Over a five-year period, the community growth plan provides for community
lending and affordable housing commitments to underserved and low-to-moderate income (“LMI”)
borrowers, community development initiatives and philanthropic and racial equity initiatives in LMI and
majority-minority neighborhoods.

Community Initiatives

We are strongly committed to supporting the communities that we serve through programs, products,
resources and activities that meet the needs of these communities. In 2023, we continued our
commitment to strengthening the communities we serve by expanding access to capital and providing
other important services. Senior officers of our Company provide quarterly reports to the Corporate
Responsibility Committee of our Board on these initiatives.

Examples of these programs and activities include:

Empowerment Small Business Loan Program

•

Increase capital for minority and women owned businesses with annual
revenues of less than $25 million

• Preference for companies operating in LMI and majority-minority census

tracts

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ESG AT A GLANCE

Down Payment Assistance / Home Manager Programs

•

Empowers LMI first-time home buyers to achieve their dream of home
ownership

• Affordable residential mortgage products with 3% down payment,

97% financing and other flexible features

• No private mortgage insurance

Financial Empowerment (2023)

• Over 11,000 individuals reached through in-person financial education

presentations

•

130 Old National financial education instructors for real-life finance
curriculum

Spanish translation of real-life curriculum

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF
SHAREHOLDERS

This Proxy Statement relates to our Annual Meeting to be held on May 15, 2024, at 9:00 a.m., Central
Daylight Time. The Annual Meeting will be held in a virtual-only meeting format in order to facilitate
shareholder attendance and participation by enabling shareholders to participate from any location
and at no cost. As such, you will not be able to attend the Annual Meeting in person at a physical
location. This Proxy Statement and the Proxy Card are being furnished by the Company in connection
with a solicitation of proxies by the Company’s Board of Directors.

We are pleased to take advantage of the SEC rule that permits companies to furnish proxy materials to
shareholders over the Internet at www.oldnational.com/Proxy, and those proxy materials will be
available by April 8, 2024. Beginning on or about April 8, 2024, we will send to most of our shareholders,
by email or U.S. mail, a Notice and Access Card for our Annual Meeting containing instructions on how
to access the proxy materials over the Internet and vote online. This method offers a convenient, cost-
effective and environmentally friendly way for shareholders to review the materials and vote.

The Notice and Access Card is not a proxy card and cannot be used to vote. If you receive the Notice and
Access Card and would like to receive paper copies of the proxy materials, please follow the instructions
in the Notice and Access Card and the materials will be mailed to you. Shareholders who do not receive
the Notice and Access Card for the shareholder meeting will continue to receive a paper copy of our
proxy materials.

A list of shareholders entitled to vote at the Annual Meeting will be available for inspection at our
principal office upon written request by a shareholder beginning five business days prior to the Annual
Meeting and will remain accessible throughout the Annual Meeting at
www.virtualshareholdermeeting.com/ONB2024.

Important Notice Regarding the Availability of Proxy Materials

A copy of the Company’s 2023 annual report to shareholders accompanies this Proxy Statement. The
Notice of Annual Meeting, this Proxy Statement and our 2023 annual report to shareholders also are
available at www.oldnational.com/Proxy. If you would like to receive, without charge, a paper copy of
our 2023 annual report, please contact our Corporate Secretary at Old National Bancorp, P.O. Box 718,
Evansville, Indiana 47705-0718.

Who can attend the Annual Meeting?

Only shareholders of the Company of record as of the Record Date of March 20, 2024 and guests of the
Company may attend the Annual Meeting.

Who may vote at the Annual Meeting?

This Proxy Statement and our annual report to shareholders are provided to holders of the Company’s
common stock who were holders of record on the Record Date. Only holders of the Company’s
common stock of record on the Record Date are entitled to vote at the Annual Meeting. As of the
Record Date, 293,382,613 shares of common stock of the Company were outstanding.

To the knowledge of the Company, no person or firm, other than BlackRock, Inc., The Vanguard Group,
Inc. and Fuller & Thaler Asset Management, Inc. beneficially owned more than 5% of the outstanding
common stock of the Company as of December 31, 2023. As of the Record Date, no individual director,

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

director nominee or officer beneficially owned more than 5% of the outstanding common stock of the
Company.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

How do I attend the Annual Meeting?

Our Annual Meeting will take place via a webcast at www.virtualshareholdermeeting.com/ONB2024.
You will not be able to attend the Annual Meeting in person at a physical location. If you are a registered
shareholder as of the Record Date, you may attend the Annual Meeting by visiting the virtual meeting
website and entering the 16-digit control number that is printed on your Notice and Access Card or
Proxy Card. You may log in beginning at 8:45 a.m. (Central Daylight Time) on May 15, 2024. The Annual
Meeting will begin promptly at 9:00 a.m. (Central Daylight Time).

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using
one of the methods described in this Proxy Statement to ensure that your vote will be represented at
the Annual Meeting.

How do I submit questions during the Annual Meeting?

Shareholders will be able to submit questions upon accessing the virtual meeting until the conclusion
of the meeting by typing the question into the “Ask a Question” field and then clicking “Submit.” During
the meeting, we will answer questions that comply with the meeting rules of conduct, subject to time
constraints. If we receive substantially similar questions, we may group these questions together.
Questions and answers relevant to meeting matters that we do not have time to answer during the
Annual Meeting will be posted to our website following the meeting. Questions regarding personal
matters or matters not relevant to meeting matters will not be answered.

Rules of Conduct for the Annual Meeting

We will post the meeting rules of conduct at www.virtualshareholdermeeting.com/ONB2024.

What can I do if I need technical assistance during the Annual Meeting?

If you encounter any difficulties accessing the Annual Meeting during either the check-in process or the
meeting, please call the technical support number that will be posted on the Annual Meeting log-in
page.

Voting and Proxy Procedures

Each share of the Company’s outstanding common stock on the Record Date will be entitled to one
vote at the Annual Meeting. If you receive the Notice and Access Card by mail, you will not receive a
printed copy of the Proxy Statement or our annual report to shareholders, unless you request the
materials by following the instructions included in the Notice and Access Card.

If your shares are registered in your name, you may vote your shares via the Internet (at
www.ProxyVote.com), by telephone (1-800-690-6903) or, if you receive printed copies of the proxy
materials, by completing, signing, dating and returning your Proxy Card by U.S. mail in the provided
postage-paid envelope. Simply follow the instructions on the Proxy Card or Notice and Access Card you
receive to vote prior to the applicable deadline before the Annual Meeting that is shown on such Proxy
Card or Notice and Access Card. If your shares are registered in your name, you also may vote online
during the virtual Annual Meeting by accessing and following the voting instructions at
www.virtualshareholdermeeting.com/ONB2024.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

If your shares are held in “street name” through a broker, bank, trustee or other nominee, please follow
the instructions provided by your broker, bank, trustee or other nominee on the voting instruction form
or Notice and Access Card in order to vote your shares via the Internet, or by signing, dating and
returning the voting instruction form provided by your broker, bank, trustee or other nominee. We refer
to brokers, banks, trustees and other nominees that hold shares on behalf of others in this Proxy
Statement collectively as “brokers.” In this circumstance, you are a shareholder whose shares are held in
“street name” and your broker is considered the shareholder of record.

Shares of the Company’s common stock for which instructions are received will be voted in accordance
with the shareholder’s instructions. If you use your Proxy Card, the Internet or telephonic voting, but do
not specify how you want to vote your shares, the designated proxies will vote your shares in
accordance with the recommendations of the Board on Items 1-3 and in the judgment of the
designated proxies as to any other business that may properly come before the Annual Meeting and
any adjournment or postponement thereof.

Quorum Requirements

Holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the
Annual Meeting must be present, either in attendance virtually or represented by proxy, to constitute a
quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum. Once a share is represented for any purpose at the
Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting
and for any adjournment unless a new record date is set for that adjourned meeting.

Can I change my vote after I return the Proxy Card or after voting electronically or
telephonically?

If you are a shareholder whose shares are registered in your name, you may revoke your previously
submitted proxy and change your vote through one of the following methods:

• Voting electronically via the Internet (at www.ProxyVote.com) or by telephone (1-800-690-6903),
after the date of your earlier-submitted proxy and before the applicable pre-Annual Meeting
voting deadline shown on your Proxy Card or Notice and Access Card.

• Voting electronically during the Annual Meeting through the virtual meeting site at

www.virtualshareholdermeeting.com/ONB2024 prior to the taking of the vote at the Annual
Meeting, by following the online instructions for such voting. Your virtual attendance at the
Annual Meeting will not automatically revoke your earlier proxy unless you properly vote at the
Annual Meeting.

• Completing, signing, dating and returning a later-dated Proxy Card to the Company’s Corporate
Secretary at Old National Bancorp, P.O. Box 718, Evansville, Indiana 47705-0718 for receipt before
the applicable pre-Annual Meeting voting deadline shown on the Proxy Card.

• Sending written notice of revocation to the Company’s Corporate Secretary at the same Old

National address for receipt before the applicable pre-Annual Meeting voting deadline shown on
your Proxy Card or Notice and Access Card.

No later-dated Proxy Card or notice of revocation will be effective unless received by the Company’s
Corporate Secretary prior to the applicable voting deadline before the Annual Meeting. Shareholders of
record as of the Record Date may obtain an additional Proxy Card by contacting the Company’s
Corporate Secretary at the above address.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

If you hold your shares in “street name” through a broker, you may revoke your Proxy Card by following
instructions provided by your broker that holds shares on your behalf.

How many votes are needed to have each of the proposals pass?

Election of Directors. Directors are elected by a plurality of the votes cast by shareholders entitled to
vote in the election of directors, which means that nominees who receive the greatest number of votes
will be elected, even if such amount is less than a majority of the votes cast. Shareholders are not able to
cumulate their votes in the election of directors. Abstentions and broker non-votes will have no effect
on the outcome of the election of directors.

Our Board has adopted a corporate governance policy regarding director elections that is contained in
our Corporate Governance Guidelines (available on our website). The policy provides that in an
uncontested election, any nominee for director who receives a greater number of votes “withheld” for
his or her election than votes “for” such election will tender his or her resignation as a director promptly
following the certification of the shareholder vote. The Nominating and Corporate Governance
Committee, without participation by any director so tendering his or her resignation, will consider the
resignation offer and recommend to the Board whether to accept it. The Board, without participation
by any director so tendering his or her resignation, will act on the Nominating and Corporate
Governance Committee’s recommendation no later than 90 days following the date of the Annual
Meeting at which the election occurred. If the Board decides to accept the director’s resignation, the
Nominating and Corporate Governance Committee will recommend to the Board whether to fill the
resulting vacancy or to reduce the size of the Board. We will promptly disclose the Board’s decision and
the reasons for the decision in a press release that will also be filed with the SEC on a Form 8-K.

Approval of a Non-Binding Advisory Proposal on Executive Compensation. The advisory proposal on
executive compensation will be approved if more votes are cast “for” the proposal than “against” the
proposal. Because the vote is advisory, it will not be binding on the Board. Our Compensation
Committee and our Board will take the vote results on this proposal into consideration when making
future decisions regarding executive compensation. Abstentions and broker non-votes will have no
effect on the outcome of the proposal.

Ratification of the Appointment of the Independent Registered Public Accounting Firm. The
proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public
accounting firm of the Company for fiscal year 2024 will be approved if more votes are cast “for” the
proposal than “against” the proposal. Abstentions will have no effect on the outcome of the proposal.
Broker non-votes are not expected on this proposal because brokers will have discretionary authority to
vote on this item.

What is “householding”?

We have adopted a procedure called “householding.” Under this procedure, a single copy of this Proxy
Statement and our annual report to shareholders will be sent to any household at which two or more
shareholders reside if they appear to be members of the same family, unless we have received contrary
instructions from one of the shareholders at that address that they wish to receive individual copies.
This procedure reduces our printing and mailing costs.

Shareholders who participate in householding will continue to receive separate Proxy Cards or separate
Notice and Access cards.

If your household received a single Proxy Statement and annual report to shareholders this year, but
you would prefer to receive your own copy, please contact the Broadridge Householding Department,

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

by calling their toll-free number, 866-540-7095 or by writing to: Broadridge, Householding Department,
51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within
30 days after receipt of your instructions, at which time you will then be sent separate copies of the
materials.

Shareholders sharing an address who are receiving multiple copies of the Proxy Statement, Proxy Card
and annual report to shareholders may request a single copy by contacting the Company’s Transfer
Agent, Continental Stock Transfer & Trust Company, at 917-262-2373, or by writing Continental at 1 State
Street, New York, New York 10004-1561, or via email to Proxy@continentalstock.com.

A number of brokerage firms have instituted householding. If you hold your shares in “street name,”
please contact your broker to request information about householding.

How are abstentions and broker non-votes treated?

An abstention occurs when a shareholder is in attendance at the Annual Meeting and either
affirmatively abstains or has returned a Proxy Card with an “abstain” instruction. Abstentions will have
no effect on any proposals to be voted on at the Annual Meeting.

A “broker non-vote” occurs when, with respect to shares held in “street name,” a broker is not permitted
to vote on a non-routine matter without instructions from the beneficial owner of the shares and the
beneficial owner fails to provide the broker with such instructions. If your shares are held in “street
name,” you must instruct your broker on how to vote your shares by following the instructions provided
by your broker. If you do not give your broker voting instructions, your broker will have discretion to vote
your shares only for routine matters. It is expected that the proposal to ratify the appointment of the
independent registered public accounting firm will be the only routine matter to be voted on at the
Annual Meeting. For the election of directors and the proposal relating to executive compensation to be
voted on at the Annual Meeting, the votes associated with shares held in “street name” for which you do
not give your broker voting instructions will be considered “broker non-votes,” which means your broker
will not have discretion to vote your shares on those matters. Broker non-votes will not affect the
outcome of the election of directors or the advisory vote on executive compensation. The proposal to
ratify the appointment of our auditors is considered a routine matter and, therefore, broker non-votes
are not expected to exist on this proposal.

How are shares held in Company benefit plans treated?

Participants in our 401(k) Plan, First Midwest Bancorp, Inc. Nonqualified Retirement Plan, First Midwest
Bancorp, Inc. Nonqualified Deferred Compensation Plan for Nonemployee Directors and First Midwest
Bancorp, Inc. Stock Option Gain Deferral Plan will receive correspondence from Broadridge describing
how to access proxy materials and vote your shares.

The trustees under these plans will vote the shares held for the account of each participant in
accordance with the instructions received from the participant. If the trustees do not receive voting
instructions by the specified pre-meeting deadline, the trustees will vote the shares proportionally in
the same manner as those shares for which instructions were received. Because the participants are not
the record owners of the related shares, the participants may not vote these shares at the Annual
Meeting. Individual voting instructions to the plan trustees will be kept confidential and will not be
disclosed to any directors, officers or employees of the Company.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

How do I designate my proxy to vote at the Annual Meeting?

A Proxy is your direction to another person to vote your shares. By completing, dating, signing and
returning your Proxy Card, or by voting via the Internet or by telephone, you are directing the proxies
named in the Proxy Card to vote in accordance with your instructions. To be valid, your vote by Internet,
telephone or mail must be received by the deadline specified on the Proxy Card. Whether or not you
plan to attend the Annual Meeting, we urge you to vote and submit your Proxy Card in advance of the
virtual meeting. If you wish to give your Proxy to someone other than the proxies identified on the Proxy
Card, you may do so by crossing out all the names of these named proxies appearing on the Proxy Card
and inserting the name of another person, and this signed card must be sent by mail to the Company’s
Corporate Secretary and received in advance of the Annual Meeting.

Who will pay for the costs involved in the solicitation of proxies?

The Company will pay all costs of the solicitation of proxies for our Annual Meeting, as well as all costs of
preparing, assembling, printing and distributing the proxy materials for the meeting. In addition to
solicitations by mail, directors and officers of the Company and its subsidiaries may solicit proxies
personally, by telephone, fax, electronic mail or in person. The Company may retain the services of a
proxy solicitation firm to assist with the solicitation of proxies. The Company will pay all of the fees and
any other costs and expenses incurred in connection with retaining any such firm. Our directors and
officers will receive no additional compensation for the solicitation of proxies.

We have requested that brokers, banks, trustees or other nominees forward proxy-soliciting material to
the beneficial owners of our common stock. We will reimburse these persons upon request for
reasonable out-of-pocket expenses they incur in connection with this request.

Other matters related to the Annual Meeting

Only matters brought before the Annual Meeting in accordance with the Company’s Amended and
Restated By-Laws will be considered. Other than the matters described in the Notice of Annual Meeting
accompanying this Proxy Statement, the Company does not know of any other matters that will be
presented at the Annual Meeting. However, if any other matters properly come before the Annual
Meeting or any adjournment, the designated proxies will vote in accordance with their judgment.

Should any nominee for director become unable or unwilling to accept nomination or election, the
designated proxies intend to vote for the election of another person if recommended by the
Nominating and Corporate Governance Committee and nominated by the Board. The Company has no
reason to believe that any of the nominees will be unable or unwilling to serve if elected.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

OUR BOARD OF DIRECTORS IS COMMITTED TO MAINTAINING STRONG CORPORATE
GOVERNANCE PRINCIPLES AND PRACTICES.

For additional information about our
corporate governance practices, you
may view the following documents on
our website at www.oldnational.com
under the Investor Relations/
Governance link. These documents
also are available to any interested
party who requests them by writing to:
Corporate Secretary, Old National
Bancorp, P.O. Box 718, Evansville,
Indiana 47705-0718.
• Corporate Governance Guidelines
• Code of Business Conduct and

Ethics (applicable to all directors,
officers and team members)
• Code of Ethics for CEO and Senior

Financial Officers

• Audit Committee Charter
• Corporate Responsibility
Committee Charter

• Enterprise Risk Committee Charter
• Executive Committee Charter
• Nominating and Corporate

Governance Committee Charter

• Talent Development and

Compensation Committee Charter

Corporate Governance Guidelines and Committee

Charters

Our Corporate Governance Guidelines and committee
charters describe various aspects of our corporate
governance practices. The Corporate Governance
Guidelines and charters are intended to ensure that
our Board of Directors has certain practices in place
relating to oversight of management and various
components of our business operations and to Board
decision making that is independent of management.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and
Ethics, which applies to all of our directors, officers and
team members, as well as a Code of Ethics for CEO
and Senior Financial Officers, which applies to our CEO
and senior financial officers. Our Code of Business
Conduct and Ethics meets the requirements of a “code
of ethics” as defined by applicable SEC rules, and also
meets the requirements of a “code of conduct” under
the applicable Nasdaq rules. Annually, all team
members are required to certify that they have
reviewed and are familiar with our Code of Business
Conduct and Ethics, and all directors and officers are
required to certify compliance with this code. Waivers
of the Code of Business Conduct and Ethics for
executive officers and directors must be approved by
our Board of Directors. Similarly, our CEO and senior
financial officers must certify annually that they have
reviewed, are familiar with and are in compliance with
the Code of Ethics for CEO and Senior Financial
Officers. Waivers of the Code of Ethics for CEO and
Senior Financial Officers must be submitted to and
approved by our Board of Directors.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Director Independence

Following a recommendation from our Nominating and Corporate Governance Committee, our Board
of Directors determines annually the independence of all non-employee directors in accordance with
the independence requirements of our Corporate Governance Guidelines and applicable Nasdaq listing
requirements and SEC rules. Accordingly, each year, the Board affirmatively determines whether each
non-employee director has a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director of the Company.

Each non-employee director is required to complete an annual questionnaire that provides information
about any relationship that might affect a determination of independence. Management then provides
the Nominating and Corporate Governance Committee and the Board of Directors with relevant
information about any relationship bearing on the independence of a director or nominee that is
outside the categories permitted under the applicable Nasdaq listing requirements and SEC rules.

Based on this process, the Board affirmatively determined that each of the directors nominated for
election at the Annual Meeting is independent of the Company under our Corporate Governance
Guidelines, the Nasdaq listing requirements and SEC rules, with the exception of Mr. Ryan, our
Chairman and CEO, who is an employee of the Company. In addition, the Board of Directors
determined that:

• Each member of the Audit Committee is financially literate and has accounting or related

financial management or expertise (as such qualifications are defined under applicable Nasdaq
rules).

• Thomas L. Brown, Ryan C. Kitchell and Stephen C. Van Arsdell are “audit committee financial

experts” within the meaning of the rules and regulations of the SEC.

• Each member of the Compensation Committee is a “non-employee director” within the

meaning of Securities Exchange Act Rule 16b-3.

Board Leadership Structure

Our Board of Directors is elected by our shareholders and selects our Executive Leadership Team, which
is the executive management team charged with the conduct of the Company’s business. Having
selected the Executive Leadership Team, the Board acts as an advisor to management and ultimately
monitors its performance. The Board has responsibility for overseeing the business and affairs of the
Company and, in exercising such responsibility, receives information from management about the
Company’s business and risks. This involvement enables the Board to provide guidance to
management in formulating and developing plans and to exercise its decision-making authority on
appropriate matters of importance to the Company. The Board of Directors approves the Company’s
strategic plan and its annual budget. Acting as a full Board and through the Board’s six standing
committees, the Board of Directors regularly reviews the Company’s progress against its strategic plan
and annual budget, as well as areas of strategic importance to and risks of the Company.

Chairman and CEO Roles

On February 15, 2022, the closing date of the Merger with First Midwest, and pursuant to the Merger
Agreement, Michael L. Scudder, the former Chairman and CEO of First Midwest, became the Executive
Chairman of the Board of Directors of the Company, with Mr. Ryan remaining as CEO and a director of
the Company. Mr. Scudder retired as Executive Chairman of the Company on January 31, 2024. In
accordance with the Company’s By-Laws, Mr. Ryan became Chairman of the Board of the Company and

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Chairman of the Executive Committee of the Board upon Mr. Scudder’s retirement, in addition to
continuing in his role as CEO. The Board believes this structure is effective, is in the best interest of
shareholders and serves the Company well at this time.

Lead Independent Director

The Company’s Corporate Governance Guidelines require that the Company has a Lead Independent
Director, currently Rebecca S. Skillman, when the Chairman and CEO positions are held by the same
person or both positions are held by insiders. The Lead Independent Director’s duties and
responsibilities are set forth in our Corporate Governance Guidelines and include, among other
responsibilities, presiding at all meetings of the Board at which the Chairman of the Board is not
present; leading sessions of the independent directors of the Board; consulting and meeting with any or
all independent directors as required; advising on the scope, quality, quantity and timeliness of
information sent to the Board; leading the Board’s annual self-assessment process; mentoring and
counseling new members of the Board to assist them in becoming active and effective directors;
leading the Board in the annual evaluation of the CEO’s performance; and performing such other duties
and responsibilities as may be delegated to the Lead Independent Director by the Board from time to
time.

Board and Committee Meetings

The Board met six times during 2023. Each director attended 75% or more of the meetings of the Board
and the meetings of committees on which he or she served in 2023. Eleven of our sixteen directors had
100% attendance records in 2023. Of the remaining five directors, four had attendance records of at
least 94%, and one had an attendance record of at least 86% at the Board meetings and meetings of
committees on which they served in 2023.

The Board and its committees hold executive sessions and independent directors’ sessions a minimum
of four times each year in connection with their quarterly meetings, and at other times as needed.

The Company has not established a formal policy regarding director attendance at its Annual Meeting,
but it encourages all directors to attend these meetings and reimburses expenses associated with
attendance. All of our directors attended our Annual Meeting in 2023.

Committees of our Board

The Board maintains the following standing committees: Audit Committee, Corporate Responsibility
Committee, Enterprise Risk Committee, Executive Committee, Nominating and Corporate Governance
Committee and Talent Development and Compensation Committee.

The committee charters are reviewed annually by the Board of Directors and include information
regarding each committee’s composition, purpose, duties and responsibilities. The charters are
available on our website at www.oldnational.com under the Investor Relations/Governance link. The
number of meetings held in 2023, the current chair and membership and the key responsibilities for
each committee are set forth below.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Audit Committee

Committee Members
Stephen C. Van Arsdell
(Chair)

Thomas L. Brown

Daniel S. Hermann

Ryan C. Kitchell

Michael J. Small

Katherine E. White

Key Responsibilities

– Oversees the integrity of the Company’s financial statements

and its financial reporting process

– Appoints and reviews the independence, qualifications and

performance of the independent registered public
accounting firm

– Oversees the scope and results of the independent

registered public accounting firm’s audits and other services,
if any

– Oversees the Company’s system of internal controls over

financial reporting

– Oversees the Company’s internal audit function

– Reviews the Company’s actions in response to matters

raised by the independent registered public accounting firm
or internal auditors

– Reviews the Company’s compliance with legal and

regulatory requirements in relation to financial reporting

–

Is responsible for the preparation of a report as required by
the SEC to be included in this Proxy Statement

Corporate Responsibility Committee

Committee Members
Derrick J. Stewart (Chair)

Kathryn J. Hayley

Peter J. Henseler

Ryan C. Kitchell

Austin M. Ramirez

Ellen A. Rudnick

Key Responsibilities

– Reviews progress on corporate social responsibility of the

Company

– Oversees management relating to the Community

Reinvestment Act and fair lending practices of the Company

– Discusses with management the Company’s relations with

community organizations

– Reviews policies and programs relating to diversity, equity

and inclusion, ESG and ethics

– Reviews employee and client satisfaction and engagement

initiatives

– Monitors company-wide volunteerism and the activities of

the Old National Bank Foundation through which charitable
gifts are made

# of
Meetings
in 2023
8

# of
Meetings
in 2023
4

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Enterprise Risk Committee

Committee Members
Thomas L. Brown (Chair)

Kathryn J. Hayley

Thomas E. Salmon

Michael J. Small

Derrick J. Stewart

Katherine E. White

Executive Committee

Committee Members
James C. Ryan, III (Chair)

Thomas L. Brown

Daniel S. Hermann

Ellen A. Rudnick

Rebecca S. Skillman

Derrick J. Stewart

Stephen C. Van Arsdell

Key Responsibilities

– Monitors the Company’s key enterprise risk categories:
compliance/regulatory, credit, legal, liquidity, market,
operational (including information technology and
information security/cyber), reputational, strategic and talent
management

– Discusses with management the results of regulatory

examinations

– Oversees management with respect to the Company’s

enterprise risk management framework, policies, procedures
and risk appetite

– Reviews reports from management relating to the

Company’s credit controls and loan review processes

– Monitors the Company’s information technology and

information security/cyber risks

Key Responsibilities

– Reviews and recommends to the Board the annual budget
as well as the multi-year strategic plan of the Company

– Assesses and monitors the Company’s performance against
the annual and multi-year strategic plan and the annual
budget

– Reviews strategic direction of the Company with

management

– Reviews the Company’s capital plan and policy and
recommends to the Board dividends and any share
repurchase program of the Company

– Discusses corporate development and other acquisition

opportunities with management

# of
Meetings
in 2023
5

# of
Meetings
in 2023
4

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

Nominating and Corporate Governance Committee

CORPORATE GOVERNANCE AT OLD NATIONAL

# of
Meetings
in 2023
4

Committee Members
Rebecca S. Skillman
(Chair)

Barbara A. Boigegrain

Peter J. Henseler

Ryan C. Kitchell

Austin M. Ramirez

Ellen A. Rudnick

Key Responsibilities

– Annually recommends to the Board the slate of director
nominees to stand for election at our annual meeting of
shareholders and assesses the independence of directors

– Reviews with the Board, on an annual basis, the size,

requisite skills and characteristics of Board members as
well as the composition of the Board as a whole

– Recruits, as needed, new directors for the Board

– Leads the annual performance self-assessment of the

Board and each of its committees

Stephen C. Van Arsdell

– Oversees the annual performance evaluation of, and

Katherine E. White

succession planning for, the CEO

– Reviews and approves the Corporate Governance

Guidelines, Insider Trading Policy and Related Party
Transaction Policy

– Reviews and approves the Company’s stock ownership

guidelines

– Reviews and approves any changes to our Articles of

Incorporation and By-Laws

– Confirms the publication of the Company’s ESG report

Talent Development and Compensation Committee

Committee Members
Daniel S. Hermann (Chair)

Barbara A. Boigegrain

Kathryn J. Hayley

Peter J. Henseler

Thomas E. Salmon

Rebecca S. Skillman

Key Responsibilities

– Annually reviews, approves and recommends to the

Board for its approval the compensation of the CEO and
other executive officers who report directly to the CEO

– Establishes performance metrics and goals under the

Company’s short-term and long-term incentive
compensation programs and certifies performance under
these plans

– Evaluates the Company’s employee compensation and

benefit programs as well as the competitiveness of those
programs

– Oversees succession planning of our executive officers

(other than the CEO)

– Advises the Board regarding the talent development and

succession management of key executives of the
Company

– Establishes the terms of the Employee Stock Purchase

Plan

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Board’s Role in Risk Oversight

Risk is inherent in every business and particularly for regulated financial institutions. We have organized
our risk profile and enterprise risk management framework into the following risk categories:
compliance/regulatory, credit, legal, liquidity, market, operational (including information technology
and information security/cyber), reputational, strategic and talent management. We do not view risk in
isolation, but rather consider risk as part of our ongoing consideration of business strategy and
decisions. We also are mindful that risk oversight is not about eliminating all risks, but rather
identifying, quantifying, managing or accepting and monitoring risks at appropriate levels to achieve
customer needs and business objectives in a prudent manner.

The entire Board is involved in overseeing risk associated with the Company. The charters of our Board
committees assign oversight responsibility for particular areas of risk. The Board and its committees
monitor risks associated with their respective principal areas of focus through regular meetings with
management and, when appropriate, outside advisors.

Our Chief Risk Officer reports each quarter to the Enterprise Risk Committee of the Board on the
Company’s enterprise risk management profile. Other senior officers also report quarterly to the
Enterprise Risk Committee on various risks of the Company, such as market, liquidity, credit,
cybersecurity and other risks. The chair of the Enterprise Risk Committee summarizes these reports at
the Board’s quarterly meetings.

The following is a summary of oversight responsibility for particular material areas of risk:

AUDIT
COMMITTEE

ENTERPRISE RISK
COMMITTEE

EXECUTIVE
COMMMITTEE

Risks that raise material issues
associated with accounting,
financial reporting, tax and
internal control over financial
reporting.

Compliance/regulatory,

Risks associated with the

credit, legal, liquidity, market,
operational (including
information technology and
information security/cyber),
reputational, strategic and
talent management risks at
the Company.

Company’s strategy, annual
budget, capital position,
operating performance, as
well as acquisition
opportunities.

TALENT DEVELOPMENT AND
COMPENSATION
COMMITTEE

Risks associated with the
Company’s compensation
programs and arrangements,
including cash and equity
incentive plans and talent
development and succession
planning.

CORPORATE
RESPONSIBILITY
COMMITTEE

NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE

Risks associated with

corporate social responsibility
initiatives, employee and
customer engagement, the
Community Reinvestment
Act, fair lending and
employee and supplier
diversity.

Risks associated with
corporate governance
generally, CEO succession
planning and board and
committee composition.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Board and Committee Self-Assessments

The Board of Directors and each of the Board committees conduct an annual self-assessment, which
includes both a qualitative and quantitative assessment by each director. The Nominating and
Corporate Governance Committee oversees these assessments. As part of this process, each director
completes an annual self-assessment of the Board and the committees on which he or she serves. Each
director also has the opportunity to have an individual meeting with our Lead Independent Director
relating to Board or committee performance. The results of the Board self-assessments are reported to
the full Board of Directors, and the results of the committee self-assessments are reported to the
respective committees.

Director Education

Our Board believes that director education is an ongoing process that is essential for our directors in
fulfilling their roles and providing effective oversight as members of our Board. We provide our directors
with regular updates on a variety of topics relating to our Company, the financial services industry, peer
and market practices, regulatory matters, executive compensation, cybersecurity and other relevant
subjects.

The Chair of our Nominating and Corporate Governance Committee and our Chairman and Chief
Executive Officer oversee director education at the Company, with input from all directors. Director
education occurs for the full Board and for each of the Board’s committees. Our education program
involves presentations on relevant topics by management, outside advisors or industry experts,
attendance at national or local conferences and meetings, access to board of directors and governance
related portals maintained by outside advisors or industry experts and subscriptions to pertinent
periodicals and other materials.

Succession Planning and Talent Development

Board Succession Planning

The Nominating and Corporate Governance Committee is responsible for regularly reviewing Board
and committee composition and succession planning. The Nominating and Corporate Governance
Committee reviews each director’s continuation on the Board on a regular basis and annually considers
upcoming retirements, director tenure and ages, the overall mix of Board experience and Board
diversity. Under our Corporate Governance Guidelines, a director of the Company will no longer qualify
to serve as a director effective as of the end of the term during which the director becomes 75 years of
age. The Board also annually reviews the requisite skills and characteristics of our directors, as well as
the composition of the Board as a whole. The annual Board assessment includes a review of the skills,
experience and diversity of the Board in the context of the needs of the Board.

CEO and Senior Management Succession Planning

Among the Nominating and Corporate Governance Committee’s responsibilities is to oversee CEO
succession planning and leadership development opportunities for potential CEO candidates. The
Board plans for succession of the CEO and reviews the succession strategy for both unplanned and
planned events. As part of this process, the independent directors review the Nominating and
Corporate Governance Committee’s recommended CEO candidates under either a planned or
unplanned scenario. The criteria used when assessing the qualifications of potential CEO successors
include certain leadership, management, financial acumen, professional experience and other
dimensions. The individual also must possess the skill and talent to lead the organization in a positive
manner with wisdom and enthusiasm and champion the Company’s culture.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Our Compensation Committee oversees succession planning and leadership development for
executive management (other than the CEO, which is overseen by our Nominating and Corporate
Governance Committee).

Attract, Retain and Engage Talent – Develop Leaders and Organizational Succession Planning

Our people priorities are focused on attracting, retaining and engaging talent at all levels within Old
National and developing our future leaders. We continue to attract top talent, including strategic hires
in priority markets, and we are increasing team member engagement through our strong culture. After
bringing two legacy companies together in the Merger of Old National and First Midwest, one of our
best investments of time, talent and energy as a new leadership team was to articulate our shared
Mission, Vision and Values, and cascade our collective corporate culture.

In 2022, we launched a comprehensive program to bring culture shaping and leadership experiences to
all people leaders. We began the program with our executive leadership team and their direct reports,
and expanded the program’s reach to our entire organization. This culture shaping work provided us
with a foundation to build upon including defined common beliefs, common vocabulary, the “ONB
way” and leadership relationship-building experiences.

As a part of the leadership experience, our senior level leaders participate in a customized 18-month
program developed to equip them to be culture carriers for the organization, further educate them on
strategies and key business initiatives, and increase their leadership skills and emotional intelligence.
The Senior Leader Program helps prepare these top leaders for future opportunities and serves as
foundational work for our talent reviews and succession planning.

Succession planning at our Company begins with an executive development review of all executive
leadership team members, including discussion around career goals, aspirations and time horizons,
strengths and accomplishments and areas for continued development. Executive team members
assess their senior leaders for potential and readiness to accept additional roles and responsibilities,
including the creation of personalized executive development plans. The executive development review
results in a documented succession plan for each key leadership role that is presented to the Talent
Development and Compensation Committee of our Board annually. In addition, while following a
similar yet more robust process, succession planning for the CEO role is conducted in partnership with
our Nominating and Corporate Governance Committee.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

Related Party Transactions

Certain directors and executive officers of the Company are at present, as in the past, customers of one
or more of the Company’s subsidiaries and have had, and expect in the future to have, similar
transactions (including loans) with these subsidiaries. In addition, some of the directors and executive
officers of the Company may at present, as in the past, serve as directors, officers or principal
shareholders of corporations that are customers of the Company’s subsidiaries, and that have had, and
expect to have, transactions with these subsidiaries. All such transactions were made in the ordinary
course of business, on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did not involve more than
the normal risk of collectability or present other unfavorable features.

Related party transactions are evaluated on a case-by-case basis in accordance with applicable laws
and regulations as well as provisions of our By-Laws, Code of Business Conduct and Ethics and Related
Party Transaction Policy.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during the fiscal year ended December 31, 2023
or as of the date of this Proxy Statement is or has been an officer or employee of the Company, and no
executive officer of the Company served on the compensation committee or board of any company
that employed any member of the Company’s Compensation Committee or Board. None of the
members of the Compensation Committee had a relationship that would require disclosure under the
“Certain Relationships and Related Transactions” heading of any of our filings with the SEC during the
past three fiscal years.

Communications from Shareholders to Directors

The Board believes it is important that a direct and open line of communication exist between the
Board and the Company’s shareholders and other interested parties. As such, the Board has adopted
procedures for communications to directors.

Any shareholder or other interested party who desires to contact Old National’s Chairman of the Board,
Lead Independent Director or the other members of the Board may do so by writing to: Board of
Directors, c/o Corporate Secretary, Old National Bancorp, P.O. Box 718, Evansville, Indiana 47705-0718.
Communications received are distributed to the Chairman of the Board, the Lead Independent Director
or other members of the Board, as appropriate, depending on the facts and circumstances outlined in
the communication received.

Policy Regarding Consideration of Director Candidates Recommended by
Shareholders

The Company’s nomination procedures for directors are governed by its By-Laws. Each year the
Nominating and Corporate Governance Committee makes a recommendation to the entire Board
regarding a slate of nominees for election as directors. The Nominating and Corporate Governance
Committee will review suggestions from shareholders regarding nominees for election as directors. All
such suggestions from shareholders must be submitted in writing to the Nominating and Corporate
Governance Committee at the Company’s principal executive office not less than 120 days in advance of
the date of the annual or special meeting of shareholders at which directors are to be elected. All
written suggestions of shareholders must set forth:

•

the name and address of the shareholder making the suggestion;

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CORPORATE GOVERNANCE AT OLD NATIONAL

•

the number and class of shares owned by such shareholder;

the name, address and age of the suggested nominee for election as director;

the nominee’s principal occupation during the five years preceding the date of suggestion;

• all other information concerning the nominee as would be required to be included in the proxy

statement used to solicit proxies for the election of the suggested nominee; and

•

such other information as the Nominating and Corporate Governance Committee may
reasonably request.

A consent of the suggested nominee to serve as a director of the Company, if elected, also must be
included with the written suggestion.

Shareholder Outreach and Engagement

We value the views of our shareholders and welcome their input and feedback. Therefore, we have
developed an ongoing and robust outreach and engagement process that allows us to maintain
regular contact with our shareholders. Members of our executive leadership team, and periodically an
independent director, meet with our largest shareholders throughout the year. Through these
meetings, we seek to have conversations and to develop and strengthen relationships with our
shareholders.

In 2023, we reached out to shareholders who own, in the aggregate, approximately 60% of our
outstanding shares of common stock. Shareholders owning approximately 33% of our outstanding
shares accepted our invitation to meet. Most of these meetings were with the corporate governance
and stewardship teams at our largest institutional shareholders. Among the topics discussed at these
meetings were corporate strategy, executive compensation, talent development, succession planning,
corporate governance, board matters, ESG programs and activities, corporate social responsibility
priorities, financial performance, corporate disclosures and other information about the Company, as
well as the polices and voting guidelines of the shareholders with whom we met.

The conversations at these meetings are summarized for our Nominating and Corporate Governance
Committee.

Our shareholder engagement process includes:

• Scheduled meetings with the corporate governance and stewardship teams at our largest

institutional shareholders – typically in the fall of each year

• Meetings with current or proposed institutional shareholders at investor conferences
• Meetings with non-institutional shareholders

• Our annual meeting of shareholders with members of our executive management team and

Board of Directors in attendance

• Disclosures in the proxy statements for our annual meetings of shareholders and in our annual

reports to shareholders

• Our annual ESG report

• Our quarterly earnings calls
• Press releases and materials we file with the SEC

•

Information on our website

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

The Board unanimously recommends that you vote “FOR” the election of the fifteen nominees named
below as directors of the Company.

The first item to be acted upon at the Annual Meeting is the election of fifteen directors to the Board.
The number of directors is set forth in our By-Laws. Each director is elected for a one-year term.

Our Board of Directors has unanimously nominated the following individuals to stand for election at
this year’s Annual Meeting, all of whom are currently serving as directors of the Company:

Barbara A. Boigegrain
Thomas L. Brown
Kathryn J. Hayley
Peter J. Henseler

Daniel S. Hermann
Ryan C. Kitchell
Austin M. Ramirez
Ellen A. Rudnick

James C. Ryan, III
Thomas E. Salmon
Rebecca S. Skillman
Michael J. Small

Derrick J. Stewart
Stephen C. Van Arsdell
Katherine E. White

BOARD COMPOSITION AND EXPERIENCE

Our fifteen directors have significant and varied operational, financial, risk, technology, corporate
governance, merger and acquisition, leadership and other experience, and possess a diversity of skills,
perspectives, gender, race and ethnicity. The Nominating and Corporate Governance Committee is
responsible, among other items, for recruiting and nominating directors for election to our Board and
for assessing the qualifications and independence of our directors. The Nominating and Corporate
Governance Committee also reviews with the full Board, on an annual basis, the requisite skills and
characteristics of Board members, as well as the composition of the Board as a whole. Below are certain
highlights of our Board of Directors, including the tenure, diversity, qualifications and experience of our
directors.

20%

33%

62 YEARS

Racial/Ethnic Diversity

Gender Diversity

Average Independent Director Age

8.2 YEARS

Average Independent Director
Tenure
Includes tenure at First Midwest

93%

Independent
All directors are independent
other than our CEO

80%

Other public company experience

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

Each of our fifteen directors has extensive professional experience that contributes to a diversity of skills,
experience, perspectives and leadership qualities on our Board of Directors. The chart below highlights
certain of the skills and experience our directors possess that are important to the Company:

BANKING AND FINANCIAL INDUSTRY

COMPENSATION AND BENEFITS

Knowledge and experience in the banking
and financial services industry are important
to understanding our business model and
strategic plan

Understanding executive compensation and
employee benefits is important to understanding
and evaluating our various executive
compensation plans and programs

CORPORATE GOVERNANCE

MERGERS AND ACQUISITIONS

Knowledge of corporate governance matters,
policies and best practices assists the Board in
considering and adopting appropriate
corporate governance practices

Knowledge and experience in mergers,
acquisitions and other strategic partnership
opportunities are important to evaluating growth
opportunities

FINANCE AND ACCOUNTING

RISK MANAGEMENT

Knowledge and experience in accounting or
financial reporting are important to effectively
oversee the Company’s financial position and
condition and the accurate reporting thereof

Experience in assessing and managing business
and financial risk factors is important to effectively
oversee risk management and understand risks
facing the Company

TECH OR IT

DIVERSITY

Experience with or oversight of technology,
information security or cybersecurity is
important in overseeing the security of the
Company’s operations and systems

Gender and racial/ethnic diversity allows for
diversity of thought, experiences and perspectives
and leads to better outcomes for our shareholders,
team members, clients and communities

EXECUTIVE MANAGEMENT

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Knowledge and experience in executive
management positions assist the Board in
overseeing our business activities and
evaluating and overseeing our strategic plan

Understanding environmental, social and
governance matters assists the Board in
overseeing the Company’s non-financial risks and
opportunities inherent to its day-to-day activities,
as well as the Company’s corporate social
responsibility priorities

Represents each director who possesses the skill or attribute

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

DIRECTOR DIVERSITY OBJECTIVES

The Nominating and Corporate Governance Committee believes that a diverse Board leads to better
decisions and outcomes for our shareholders, team members, clients and communities. In addition to
the background, skills and experience considerations highlighted above, the Nominating and Corporate
Governance Committee evaluates potential directors across many dimensions, such as gender, race,
ethnicity, sexual orientation, age, background and geography. The Company’s Corporate Governance
Guidelines require the Company to have no less than two female directors and at least one director
from an ethnic minority background on the Board. In addition, any third party engaged to assist the
Nominating and Corporate Governance Committee in searching for director candidates is requested to
present a diverse group of candidates.

Director Diversity Matrix (As of April 5, 2024)

Total Number of Directors: 15

Part I: Gender Diversity
Directors
Part II: Demographic Background
African American or Black
Hispanic or Latinx
White

NOMINATION PROCESS

Female Male

1
–
4

1
1
8

The Nominating and Corporate Governance Committee also seeks director candidates from diverse
professional backgrounds who possess a broad spectrum of experience and expertise. Directors should
have an active interest in the business of the Company, possess a willingness to represent the best
interests of all shareholders, be able to objectively evaluate management’s and the Company’s
performance, possess the highest personal and professional ethics, integrity and values and be able to
comprehend and advise management on complicated issues that face the Company and the Board. In
addition, directors should not have any interest that would materially impair their ability to exercise
independent judgment or discharge their fiduciary duties to the Company and its shareholders.

The Nominating and Corporate Governance Committee is responsible for regularly reviewing Board
composition, succession planning, talent development and the broader aspects of diversity. An
assessment conducted annually includes a review of the skills, experience and diversity of our directors
in the context of the needs of the Board.

DIRECTOR OVERBOARDING

Our Board of Directors recognizes that directors need sufficient time to serve as effective members of
the Board, to attend Board and committee meetings, to fulfill their director responsibilities and to
properly represent the interests of our shareholders. Our Board also recognizes that service on boards of
other companies provides valuable insights into board, governance and other corporate processes.

While we do not specify an express limit on the number of other public company boards on which our
directors may serve, our Corporate Governance Guidelines require that a director must provide advance
notice to the Chair of our Nominating and Corporate Governance Committee and our Chairman and
Chief Executive Officer before accepting a position on another board of directors (whether at a public or
private company). This allows the Chair of our Nominating and Corporate Governance Committee and
our Chairman and Chief Executive Officer an opportunity to consider whether a director’s proposed
acceptance of a position on another board of directors will impact the director’s ability to serve as a
director of our Company. Our Nominating and Corporate Governance Committee considers a number

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

of factors, including the number of other boards on which each director serves, when making its annual
recommendation to our Board of Directors of our director nominees for election at our annual meeting
of shareholders. None of our directors serves on more than one other public company board of
directors.

INFORMATION ABOUT OUR DIRECTORS

BARBARA A. BOIGEGRAIN

EXPERIENCE AND QUALIFICATIONS

Ms. Boigegrain served as the Chief Executive Officer and General Secretary of Wespath
Benefits and Investments (formerly the General Board of Pension and Health Benefits of The
United Methodist Church) from 1994 until her retirement in January 2022. Wespath is a
pension, health and welfare benefit trustee and administrator and an institutional investment
manager that is one of the largest faith-based pension funds in the United States, with
$29 billion of assets under management. Wespath is a global leader in environmental, social
and governance (ESG) investing and is a founding member of the Transition Pathway
Initiative, a global asset-owned initiative that assesses companies’ preparedness for the
transition to a low carbon economy.

Prior to 1994, Ms. Boigegrain spent eleven years as a consultant with Towers Perrin and four
years with KPMG LLP and Dart Industries as a manager and analyst.

Ms. Boigegrain currently serves on the board of the Iliff School of Theology and the Texas
Medical Foundation. Previously, Ms. Boigegrain served as a member and chair of the boards of
directors of Church Benefits Association and the Church Alliance. She is also a former member
of the board of trustees of Emory & Henry College. Ms. Boigegrain was recognized as one of
Crain’s Chicago 2020 Notable Women Executives Over 50.

As the CEO and General Secretary of Wespath, Ms. Boigegrain has overseen its restructuring,
significantly improved its performance and services and increased its assets under
management. In her experience as a benefits consultant, she established the San Diego office
of Towers Perrin.

Ms. Boigegrain earned a Bachelor of Arts degree in Biology and Psychology from Trinity
University in 1979.

REASONS FOR NOMINATION

Through her extensive employee benefits, compensation, executive and corporate governance
experience, Ms. Boigegrain brings significant leadership, business development, operations
and executive management skills to our Board of Directors. She also provides valuable
knowledge of financial markets, strategic growth, ESG and sustainable investing.

Age: 66
Tenure:
• Old National: 2022
• First Midwest: 2008
Committees:
• Nominating and

Corporate Governance
• Talent Development and

Compensation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

THOMAS L. BROWN

EXPERIENCE AND QUALIFICATIONS

ITEM 1 – ELECTION OF DIRECTORS

Mr. Brown served as the Senior Vice President and Chief Financial Officer of RLI Corp. (NYSE), a
specialty insurer serving diverse niche property, casualty and surety markets from 2017 until
his retirement on December 31, 2019. From 2011 to 2017, he served as RLI Corp.’s Vice President
and Chief Financial Officer.

Previously, Mr. Brown was a partner at PricewaterhouseCoopers LLP, where he served for ten
years as its Midwest Regional Financial Services Director and led teams responsible for the
banking, insurance, capital markets and investment management business sectors.

Mr. Brown currently serves on the boards of directors of James River Group Holdings, Ltd.
(Nasdaq) and the Chicago Shakespeare Theater. In addition, Mr. Brown serves on the board of
directors of Easter Seals DuPage & Fox Valley (Illinois), and he previously served on the board of
Easter Seals Central Illinois. From 2004 through 2017, Mr. Brown served on the board of
trustees of Illinois Wesleyan University.

Mr. Brown earned a Bachelor of Science degree in Accounting from Illinois Wesleyan
University in 1979. He is a certified public accountant.

REASONS FOR NOMINATION

With his extensive finance, accounting, risk management and financial services background,
combined with the insights of the executive management team of a public company,
Mr. Brown brings valuable finance, accounting, strategic planning, merger and acquisition, risk
and executive management skills and experience to our Board of Directors.

Age: 67
Tenure:
• Old National: 2022
• First Midwest: 2017
Committees:
• Audit
• Enterprise Risk
• Executive

KATHRYN J. HAYLEY

EXPERIENCE AND QUALIFICATIONS

Ms. Hayley has served as the Chief Executive Officer of Rosewood Advisory Services, LLC, a
business advisory services firm, since 2015.

Previously, Ms. Hayley served as an Executive Vice President of UnitedHealthcare, a subsidiary
of UnitedHealth Group, Inc. (NYSE), a position in which she served from 2012 to 2015,
overseeing a number of strategic initiatives at this global healthcare company. From 2006 to
2012, she served as an executive of Aon plc (NYSE), including as Chief Executive Officer of Aon
Consulting Worldwide and Aon Hewitt Consulting Americas. Prior to her service at Aon,
Ms. Hayley was an information technology partner at Deloitte Consulting LLP and led the U.S.
financial services practice. She also served on the board of directors of Deloitte & Touche LLP
U.S.

Ms. Hayley currently serves on the board of directors of Concentrix Corporation (Nasdaq). She
previously served on the boards of directors for Alight Solutions, LLC (2018-2021), Interior Logic
Group, Inc. (2021-2022), Tribridge Holdings, LLC (2015-2017), as well as the advisory board of E.A.
Renfroe & Company, Inc. (2016-2022).

Ms. Hayley earned a Bachelor of Science degree in Applied Computer Science from Illinois
State University in 1979 and a Master of Business Administration, with concentrations in
Marketing and Finance, from the Kellogg School of Management at Northwestern University
in 1984.

REASONS FOR NOMINATION

Through her extensive information technology and financial services background and her
broad executive management experience, as well as her employee benefits and talent
management experience, Ms. Hayley provides our Board with valuable technology, strategic
planning, executive management, human resources, benefits and ESG experience, as well as
the insights of a former senior executive of several public companies.

Age: 65
Tenure:
• Old National: 2022
• First Midwest: 2016
Committees:
• Corporate Responsibility
• Enterprise Risk
• Talent Development and

Compensation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

PETER J. HENSELER

EXPERIENCE AND QUALIFICATIONS

Mr. Henseler is the Chairman of TOMY International, a wholly owned subsidiary of TOMY
Company, Ltd., a global designer and marketer of toys and infant products. He rejoined TOMY
International in 2017 after serving as Vice Chairman until his retirement in 2012.

Mr. Henseler previously held the position of President of TOMY International from 2011 until
2012. He was President of RC2 Corporation (Nasdaq) from 2002 to 2011, at which time TOMY
Company acquired RC2. He served as RC2’s Executive Vice President of Sales and Marketing
from 1999 to 2002. Mr. Henseler also previously served as a director of RC2.

Prior to joining RC2, Mr. Henseler held marketing positions at McDonald’s Corporation and
Hasbro, Inc. In February 2018, he completed his tenure as Chairman of the Toy Industry
Foundation and now serves as an executive advisor to the board. He also previously served on
the board of directors of the American Toy Industry Association. Mr. Henseler currently serves
on the board of directors of the Robert E Dods Family Foundation.

Mr. Henseler earned a Bachelor of Science degree in Marketing from Xavier University in 1980.

REASONS FOR NOMINATION

Mr. Henseler brings important executive management, operating and leadership skills and
insights to our Board of Directors through his experience as a president of a global public
company, as well as his substantial operational, brand management, marketing, risk,
compensation and merger and acquisition experience.

Age: 65
Tenure:
• Old National: 2022
• First Midwest: 2011
Committees:
• Corporate Responsibility
• Nominating and

Corporate Governance
• Talent Development and

Compensation

DANIEL S. HERMANN

EXPERIENCE AND QUALIFICATIONS

Mr. Hermann is the founding partner of Lechwe Holdings LLC, a family company involved in
the startup of and investing in companies. He is also a founder of AmeriQual Group, LLC, where
he served as CEO from 2005 to 2015. Prior to 2005, Mr. Hermann spent over 20 years at Black
Beauty Coal Company. During his years at Black Beauty, he held various positions, including
President and CEO. He has experience in public accounting and was a licensed Certified Public
Accountant.

Mr. Hermann currently serves on the board of directors of Deaconess Health System, the
premier provider of healthcare service to 26 counties in three states, including Indiana, Illinois
and Kentucky. In addition, he serves as a director of General Signals, Hermann Family
Foundation and Foundation for Youth. He is also a director emeritus of the Boys and Girls Club
of Southern Indiana as well as past Chairman of the Evansville Catholic Foundation and past
board member of Foresight Energy, LP (NYSE).

Mr. Hermann earned a Bachelor of Science Degree in Accounting from Indiana State
University in 1979.

REASONS FOR NOMINATION

With over 30 years of experience as a senior executive, Mr. Hermann brings extensive business,
operations, executive management, compensation, risk, merger and acquisition, finance and
accounting experience to the Board, as well as public company board experience.

Age: 66
Tenure:
• Director Since: 2020
Committees:
• Audit
• Executive
• Talent Development and

Compensation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

RYAN C. KITCHELL

EXPERIENCE AND QUALIFICATIONS

ITEM 1 – ELECTION OF DIRECTORS

Mr. Kitchell is the Chairman of the Indiana Governor’s Workforce Cabinet. Previously,
Mr. Kitchell served as Executive Vice President and Chief Administrative Officer of Indiana
University Health from 2016 to 2019 and as Chief Financial Officer of Indiana University Health
from 2012 to 2016. He served as President of IU Health Plans from 2011 to 2012 and Treasurer of
Indiana University Health from 2010 to 2011.

Prior to joining Indiana University Health, he worked for Indiana Governor Mitch Daniels, first
as a Public Finance Director from 2005 until 2007 and then as a Director of the Office of
Management and Budget from 2007 until 2010. He also has previously served in corporate
treasury and controller roles at Eli Lilly and Company (NYSE) and started his career at
Prudential Capital, a subsidiary of Prudential Financial, Inc. (NYSE).

Mr. Kitchell currently serves on the boards of directors of OneAmerica Financial Partners, Help
at Home Inc. and the Indiana Sports Corporation and is an advisor to Meridian Street Capital.

Mr. Kitchell earned an economics degree from Indiana University in 1996 and an MBA from the
Tuck School of Business at Dartmouth University in 2002. He also has earned the Chartered
Financial Analyst (CFA) designation.

REASONS FOR NOMINATION

Through his executive leadership at the largest healthcare system in Indiana, Mr. Kitchell
brings to the Board executive leadership experience with a strong finance background. In
addition, he brings significant public finance experience.

EXPERIENCE AND QUALIFICATIONS

Mr. Ramirez is the President and CEO of Husco, a global engineering and manufacturing
company with over 1,500 employees worldwide. Prior to joining Husco in 2003, he was a
consultant in the San Francisco office of McKinsey & Company where he specialized in
corporate finance and industrial operations. From 2016 to 2017, Mr. Ramirez served as a White
House Fellow on the National Economic Council in Washington D.C. In 2014, Mr. Ramirez was
selected as a Young Global Leader of the World Economic Forum and is a 2018 Henry Crown
Fellow at the Aspen Institute.

Mr. Ramirez joined the board of directors of The Marcus Corporation (NYSE) in 2023.

Mr. Ramirez has volunteered on a number of education-focused boards including Teach for
America, the Boys and Girls Clubs, the YMCA and the United Performing Arts Fund. He is a co-
founder of St. Augustine Preparatory Academy. He has also served as a director of the Greater
Milwaukee Committee, Metropolitan Milwaukee Chamber of Commerce and the National
Association of Manufacturers.

Mr. Ramirez graduated from the University of Virginia in 2001 with degrees in Systems
Engineering and Economics and received an MBA from Stanford Graduate School of Business,
where he was an Arjay Miller Scholar and a Goldman Sachs Fellow.

REASONS FOR NOMINATION

With significant experience in leading an international manufacturing company, Mr. Ramirez
brings important executive management, operations, risk, compensation and financial skills to
the Board of Directors. In addition, Mr. Ramirez is committed to community service and
leadership development through his dedication to education, the arts and the Milwaukee
community.

Age: 50
Tenure:
• Director Since: 2018
Committees:
• Audit
• Corporate Responsibility
• Nominating and

Corporate Governance

AUSTIN M. RAMIREZ

Age: 45
Tenure:
• Director Since: 2020
Committees:
• Corporate Responsibility
• Nominating and

Corporate Governance

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

ELLEN A. RUDNICK

EXPERIENCE AND QUALIFICATIONS

Ms. Rudnick has served at the University of Chicago Booth School of Business since 1999. She is
currently a Senior Advisor for New Venture Programming and previously served as the
Executive Director of the Polsky Center for Entrepreneurship and Innovation at the University
of Chicago and Adjunct Professor of Entrepreneurship.

Prior to joining the University of Chicago, Ms. Rudnick served as President and Chief Executive
Officer of Healthcare Knowledge Resources, President of HCIA, Chairman of Pacific Biometrics
and Corporate Vice President of Baxter International, Inc. (NYSE).

She currently serves on the boards of directors of Liberty Mutual Insurance Company (since
2001) and Patterson Companies (since 2003; Nasdaq). Ms. Rudnick previously served on the
board of directors of HMS Holdings, Corp. (1997-2021; Nasdaq).

Ms. Rudnick has spent over thirty years in executive management and entrepreneurial
activities, primarily in the healthcare and information services industries. She serves in various
leadership positions with several civic and nonprofit organizations in the Chicago metropolitan
area, including having served on the board of the Northshore University Health System for over
20 years and on the board of Hyde Park Angels and currently is on the boards of directors of
Chicagoland Entrepreneurship Center (1871) and Matter (a healthcare incubator) as well as the
advisory committee for the Ed Kaplan Family Institute for Innovation and Tech
Entrepreneurship at Illinois Tech (formerly Illinois Institute of Technology).

Ms. Rudnick earned a Bachelor of Arts degree in Italian (with a minor in Economics) from
Vassar College in 1972 and a Master of Business Administration with a concentration in
Finance from the University of Chicago in 1973.

REASONS FOR NOMINATION

With her extensive business background and her executive management and board
experience, Ms. Rudnick brings important leadership, corporate governance, ESG, business
and entrepreneurial experience to our Board of Directors.

Age: 73
Tenure:
• Old National: 2022
• First Midwest: 2005
Committees:
• Corporate Responsibility
• Executive
• Nominating and

Corporate Governance

JAMES C. RYAN, III

EXPERIENCE AND QUALIFICATIONS

Mr. Ryan is the Chairman and CEO of the Company. Prior to beginning his role as CEO in 2019,
Mr. Ryan was Senior Executive Vice President and Chief Financial Officer of the Company from
2016 until 2019. He has also served the Company as Director of Corporate Development and
Mortgage Banking, Integration Executive and Treasurer. Prior to joining Old National in 2005,
Mr. Ryan held senior finance positions at Wells Fargo Home Mortgage and Old Kent Financial
Corp.

Mr. Ryan currently serves on the board of directors of the American Bankers Association and
the Mid-Size Bank Coalition of America. In addition, he is the Vice Chair of the Evansville
Regional Business Committee and a member of the Southwest Indiana Regional
Development Authority. Mr. Ryan is also the Vice Chair of Deaconess Health Systems, the
premier provider of healthcare service to 51 counties in three states, including Indiana, Illinois
and Kentucky. He also serves on the board of directors of the Central Indiana Corporate
Partnership, Inc., the Evansville Regional Economic Partnership and Golf Gives Back.

Mr. Ryan earned a Bachelor’s Degree in Business Administration from Grand Valley State
University in 1994.

REASONS FOR NOMINATION

Mr. Ryan brings to the Board extensive bank executive management experience derived from
working over 25 years in the banking industry. Mr. Ryan’s leadership skills, extensive banking
experience and knowledge of the Company and its strategy, products and services is highly
valuable to the Board. Mr. Ryan also brings to the Board his ability to develop long-term
strategies and find effective and efficient means to implement and communicate those
strategies.

Age: 52
Tenure:
• Director Since: 2019
Committees:
• Executive

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

THOMAS E. SALMON

EXPERIENCE AND QUALIFICATIONS

ITEM 1 – ELECTION OF DIRECTORS

Mr. Salmon served as director, Chairman and Chief Executive Officer of Berry Global Group, Inc.
(NYSE) from February 2017 until his retirement in October 2023. He previously served as Berry
Global’s President and Chief Operating Officer from October 2016 until his appointment as
CEO, served as President of Berry’s Consumer Packaging Division from November 2015 to
October 2016, served as President of Berry’s Rigid Closed Top Division from November 2014 to
November 2015 and served as President of Berry’s Engineered Materials Division from 2003 to
November 2014.

In December 2023, Mr. Salmon was recognized by Plastics News as a Notable Leader in
Sustainability for the plastics industry.

Prior to joining Berry Global in 2003, Mr. Salmon was General Manager for Honeywell Plastics
from 2001 to 2003 and Global Sales Director for Allied Signal’s Engineering Plastics and Films
from 1999 to 2001. Prior to joining Honeywell and Allied Signal, Mr. Salmon held several
positions at GE Plastics and GE Lighting, divisions of General Electric.

Mr. Salmon earned a Bachelor of Business Administration from Saint Bonaventure University
in New York in 1985.

REASONS FOR NOMINATION

With almost 20 years of leadership experience at a Fortune 500 global manufacturer and
marketer of plastic packaging products, Mr. Salmon brings extensive experience in executive
management, operations, risk and finance. He also provides valuable knowledge related to
public companies and has public company board experience.

Age: 60
Tenure:
• Director Since: 2018
Committees:
• Enterprise Risk
• Talent Development and

Compensation

REBECCA S. SKILLMAN

EXPERIENCE AND QUALIFICATIONS

Ms. Skillman was appointed as the Company’s Lead Independent Director in 2016.

Ms. Skillman served as the 49th Lieutenant Governor of the State of Indiana from 2005 to 2013
where, in addition to her legislative duties as President of the Indiana Senate, she was
responsible for leading the Office of Tourism Development, Energy Group and Indiana
Housing and Community Development Authority. She chaired the Indiana Counter Terrorism
and Security Council, the intergovernmental entity responsible for homeland security in the
State of Indiana. She also served as the Secretary of Agriculture and Rural Development under
the state's Department of Agriculture and Office of Rural Affairs.

Before her election as Indiana's Lieutenant Governor, Ms. Skillman served in the Indiana
Senate from 1992 to 2004. She served in leadership as the Senate Majority Caucus Chairman
from 2002 to 2004.

Upon leaving public office, from 2013 to 2016, Ms. Skillman served as President and CEO of
Radius Indiana, an economic development partnership which represents Crawford, Daviess,
Dubois, Greene, Lawrence, Martin, Orange and Washington Counties in South Central Indiana.
From 2017 to 2023 she served as Chairperson of the Board of Radius Indiana.

Ms. Skillman serves as an advisor for the Bowen Center for Public Affairs at Ball State
University.

Ms. Skillman earned an Associate’s degree with a business concentration from Indiana
Wesleyan University in 2010.

REASONS FOR NOMINATION

Through her lifelong career in public service and senior government leadership, including
serving as Lt. Governor of the State of Indiana from 2005 to 2013 and serving in the Indiana
Senate from 1992 to 2000, Ms. Skillman brings to the Board expertise and leadership in
executive management, economic development, community involvement, governmental and
political affairs and civil service.

Age: 73
Tenure:
• Director Since: 2013
Committees:
• Executive
• Nominating and

Corporate Governance
• Talent Development and

Compensation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 1 – ELECTION OF DIRECTORS

MICHAEL J. SMALL

EXPERIENCE AND QUALIFICATIONS

Mr. Small is the Chairman and co-founder of Kognitive Networks, Inc., formerly K4 Mobility Inc.,
a technology developer of network management services, since August 2018.

Previously, Mr. Small served as the President and Chief Executive Officer and a director of
Gogo, Inc. (Nasdaq), an airborne communications service provider, from 2010 until March 2018.
Prior to joining Gogo, Mr. Small served as the Chief Executive Officer and a director of
Centennial Communications Corp. (Nasdaq) from 1999 to 2009. From 1995 to 1998, Mr. Small
was the Executive Vice President and Chief Financial Officer of 360 Degrees Communications
Company. Prior to 1995, he held the position of President of Lynch Corporation (NYSEMKT), a
diversified acquisition-oriented company with operations in telecommunications,
manufacturing and transportation services.

Mr. Small is an active board member of Leadership Greater Chicago and the Gun Violence
Prevention PAC. Mr. Small also serves on the Advisory Council for the Polsky Center for
Entrepreneurship and Innovation at the University of Chicago.

Mr. Small earned a Bachelor of Arts degree in History from Colgate University in 1979 and a
Master of Business Administration with a concentration in Finance from the University of
Chicago in 1981.

REASONS FOR NOMINATION

Through his board, executive and financial experience, Mr. Small brings extensive public
company, operating and executive experience to our Board of Directors, as well as strategic,
financial, risk, technology and merger and acquisition experience. He also provides the
perspective of a former chief executive officer of a public company.

Age: 66
Tenure:
• Old National: 2022
• First Midwest: 2010
Committees:
• Audit
• Enterprise Risk

DERRICK J. STEWART

EXPERIENCE AND QUALIFICATIONS

Mr. Stewart is the Executive Vice President and Chief Operating Officer of the YMCA
Retirement Fund. From 2022 until 2023, he was the Senior Vice President, Education and
Communication of the YMCA Retirement Fund. From 2019 until 2022, Mr. Stewart was the
President and CEO of the YMCA of Greater Indianapolis. He also served as CEO of the YMCA of
Southwestern Indiana from 2009 to 2019, and in various other capacities, including Chief
Development Officer and Chief Operating Officer, from 2005 to 2009.

Mr. Stewart currently serves as a member of the board of directors of Deaconess Health
System and the YMCA Employee Benefits Management Committee. He is a past member of
the YMCA of the USA board of directors, where he served on the Financial Development
Committee and the International Committee. He is also the past chair of the YMCA of the USA
Small and Midsize YMCA Cabinet. He is past President of the Board of the Evansville Regional
Airport Authority and the Public Education Foundation of Evansville, past Vice President of the
Evansville Christian School Board, and past member of the Regional Board of Trustees of Ivy
Tech Community College, as well as the Mitch Daniels Leadership Fellowship. Mr. Stewart
worked as a commercial loan officer for Old National Bank from 2004 to 2005.

Mr. Stewart is a graduate of the Indiana University Kelley School of Business in 1999 with a
degree in Business and Finance.

REASONS FOR NOMINATION

Mr. Stewart brings to the Board executive management and ESG experience as well as prior
banking experience as a loan officer of Old National Bank. He also brings extensive experience
in managing nonprofit entities in several of the Company’s significant markets. Mr. Stewart is
deeply committed to supporting and encouraging the development of a healthier and more
vibrant community and providing opportunities for young people from all walks of life to
achieve their potential.

Age: 46
Tenure:
• Director Since: 2015
Committees:
• Corporate Responsibility
• Enterprise Risk
• Executive

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

STEPHEN C. VAN ARSDELL

EXPERIENCE AND QUALIFICATIONS

ITEM 1 – ELECTION OF DIRECTORS

Mr. Van Arsdell is a former senior partner of Deloitte & Touche LLP, where he served as
Chairman and Chief Executive Officer from 2010 to 2012 and as Deputy Chief Executive Officer
from 2009 to 2010. Previously, he served as Deloitte’s partner-in-charge of its financial services
practice in the Midwest and was a member of Deloitte’s board from 2003 through 2009.

Mr. Van Arsdell is a member of the Audit Committee of Brown Brothers Harriman & Co. (since
2015). He has been a member since 2019 and chair since February 2024 of the board of
directors of Mueller Water Products, Inc. (NYSE), having previously chaired its Audit
Committee.

Mr. Van Arsdell is a past member of the Dean’s advisory council for the Gies College of Business
at the University of Illinois and Past Chair of the board of directors of the University of Illinois
Alumni Association.

Mr. Van Arsdell previously served as the chair of the board of trustees of the Morton
Arboretum, having formerly chaired its Finance Committee, and as chair of the board of
trustees of the Conservation Foundation.

Mr. Van Arsdell earned a Bachelor of Science degree in Accounting and a Master of
Accounting Science degree from the University of Illinois in 1972 and 1973, respectively. He is a
certified public accountant.

REASONS FOR NOMINATION

Mr. Van Arsdell brings to our Board extensive finance, accounting, and risk management
experience, together with strategic and executive leadership skills developed through his
senior positions with a global accounting and advisory services organization.

Age: 73
Tenure:
• Old National: 2022
• First Midwest: 2017
Committees:
• Audit
• Executive
• Nominating and

Corporate Governance

KATHERINE E. WHITE

EXPERIENCE AND QUALIFICATIONS

Ms. White is a Brigadier General in the U.S. Army National Guard currently serving as Special
Assistant to the Chief, National Guard Bureau, Arlington, VA. She is also currently a Professor of
Law at Wayne State University Law School in Detroit, Michigan, where she has taught full-time
since 1996. Ms. White is a Regent with the University of Michigan Board of Regents, and she
has served in that capacity since 1999.

From 1995 to 1996, Ms. White was a Judicial Law Clerk to the Honorable Randall R. Rader,
Circuit Judge U.S. Court of Appeals for the Federal Circuit. From 2000 to 2002, she was
appointed by the Secretary of Commerce to serve on the United States Patent and Trademark
Office Patent Public Advisory Committee. She was also appointed by the Secretary of
Agriculture to the U.S. Department of Agriculture’s Plant Variety Protection Office Advisory
Board, serving from 2004 to 2008, 2010 to 2012 and 2015 to 2020. From 2003 to 2014, she was a
market board member at United Bank and Trust in Ann Arbor, Michigan.

Ms. White currently serves as a board member of Alta Equipment Group, Inc. (NYSE).

Ms. White received her B.S.E. Degree in Electrical Engineering and Computer Science from
Princeton University, a J.D. Degree from the University of Washington, an LL.M. Degree from
the George Washington University Law School and a Master’s Degree in Strategic Studies from
the U.S. Army War College. In addition, Ms. White is a Fulbright Senior Scholar, a White House
Fellow (from 2001-2002) and a registered patent attorney.

REASONS FOR NOMINATION

Ms. White brings to the Board a long tenure in senior positions in the U.S. government and
military serving advisory and operational roles, as well as her public company board experience
and her ESG experience.

Age: 57
Tenure:
• Director Since: 2015
Committees:
• Audit
• Enterprise Risk
• Nominating and

Corporate Governance

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

DIRECTOR COMPENSATION

The Nominating and Corporate Governance Committee annually reviews and recommends to our
Board of Directors compensation for our non-employee directors. No director compensation is paid to
directors who also are employees of the Company. In connection with this recommendation, the
Nominating and Corporate Governance Committee reviews peer group director compensation data
prepared by, and receives advice from, WTW. The Committee seeks to establish Board compensation
that will (i) attract and retain qualified individuals to serve as members of our Board of Directors,
(ii) align director interests with shareholder interests and (iii) provide director compensation that is
competitive with market practices and the Company’s peer group.

2023 Director Compensation

We pay director compensation in cash and fully-vested common stock only to our non-employee
directors. Directors who meet our stock ownership guidelines may elect to receive the stock
component of their director compensation in cash. In 2023, the components of our director
compensation were as follows:

Director Compensation
Annual Cash Retainer
Annual Stock Grant
Lead Independent Director Additional Retainer

Committee Compensation
Audit
Enterprise Risk
Compensation
Nominating and Corporate Governance
Corporate Responsibility
Executive

Stock Ownership Guidelines

2023

$
$
$

60,000
100,000
35,000

Member Fee
10,000
$
8,500
$
8,500
$
7,500
$
7,500
$
7,500
$

Chair Fee
20,000
13,500
13,500
12,500
12,500
NA*

5x Annual Cash Retainer

*In 2023, the Executive Committee was chaired by Mr. Scudder, who served as Executive Chairman of the Company. Only non-
employee directors are entitled to compensation as directors or committee members.

Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan for our non-employee directors. A director
may defer up to 100% of his or her cash and/or equity compensation pursuant to the plan. We credit a
director’s plan account with earnings based on the hypothetical earnings of an investment fund
consisting of Company common stock, the return on a recognized market index selected by the
Compensation Committee, or a combination of the two, as elected by the director.

All amounts paid under the plan are paid from our general assets and are subject to the claims of our
creditors. In most circumstances, deferred amounts are not distributed to the director until after
completion of his or her service to the Company. In general, the director may elect to receive his or her
plan benefits in a lump sum or in annual installments over two to ten years.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

The following table provides information concerning the director compensation that we paid to our
non-employee directors in 2023:

DIRECTOR COMPENSATION

Fees Earned Stock

Change in Pension
Value and
Nonqualified
Deferred

Name
Barbara A. Boigegrain
Thomas L. Brown
Kathryn J. Hayley
Peter J. Henseler
Daniel S. Hermann
Ryan C. Kitchell
Austin M. Ramirez
Ellen A. Rudnick
Thomas E. Salmon
Rebecca S. Skillman
Michael J. Small
Derrick J. Stewart
Stephen C. Van Arsdell
Katherine E. White

(2)(3)

Earnings

or Paid in Awards Compensation
Cash (1)
—
$ 176,000
—
$ 199,500
—
$ 184,500
83,503 $ 99,997
$
39,508 $159,992
$
—
$ 185,000
75,003 $ 99,997
$
82,503 $ 99,997
$
$ 177,000
—
$ 131,003 $ 99,997
$ 178,500
—
$ 146,002 $ 49,998
—
$ 205,000
—
$ 186,000

—
1,410
—
29,347
—
—
—
—
—
—
—
—
19,511
—

Total
$ 176,000
$ 200,910
$ 184,500
$ 212,847
$ 199,500
$ 185,000
$ 175,000
$ 182,500
$ 177,000
$ 231,000
$ 178,500
$ 196,000
$ 224,511
$ 186,000

(1)

Includes amounts paid in annual cash retainers, committee member retainers, committee chair retainers and lead
independent director retainer.

(2) Amounts represent the aggregate grant date fair value of common stock, calculated in accordance with FASB ASC

Topic 718.

(3) Directors who meet our stock ownership guidelines may elect to receive the amount of their annual stock grant in cash.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL
SHAREHOLDERS

The following table and accompanying footnotes set forth information concerning the beneficial
ownership of the shares of our common stock and our depositary shares (each representing a 1/40th
interest in a share of either our Series A or Series C preferred stock) as of March 20, 2024, the Record
Date for the Annual Meeting, of each director and Named Executive Officer and all directors and
executive officers as a group. Except as described below, each person has sole voting and investment
power for all shares shown. Unless otherwise indicated, the address of each beneficial owner is c/o Old
National Bancorp, One Main Street, Evansville, Indiana 47708.

For common stock, we calculated the percent of outstanding shares held based on 293,382,613 shares of
our common stock outstanding on the Record Date. We include shares of restricted stock subject to
future vesting conditions for which an individual has voting but not dispositive power. We also include
shares underlying performance share units that could be earned within 60 days of the Record Date,
even though an individual has neither voting nor dispositive power over these units. Those shares of
restricted stock and those shares underlying performance share units are deemed to be outstanding
and beneficially owned by the person holding such securities for the purpose of computing the
percentage ownership of that person, but they are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. For our depositary shares, we calculated the
percent of class based on 4,900,000 depositary shares outstanding on the Record Date.

Name of Person
Barbara A. Boigegrain
Thomas L. Brown
Brendon B. Falconer
Kathryn J. Hayley
Peter J. Henseler
Daniel S. Hermann
Ryan C. Kitchell
Austin M. Ramirez
Ellen A. Rudnick
James C. Ryan, III
Thomas E. Salmon
Mark G. Sander
James A. Sandgren
Michael L. Scudder
Rebecca S. Skillman
Michael J. Small
Derrick J. Stewart
Stephen C. Van Arsdell
Kendra L. Vanzo
Katherine E. White
Directors and Executive Officers as a Group (26 persons)
* Less than 1%
(1) All shares held under our deferred compensation plans are included in the totals for our directors and officers.
(2)

Number of Percent of Number of Common Percent of
Class
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

Shares/Units (1)(2)(3)(4)
58,286
36,684
138,087
33,572
48,828
46,343
47,381
21,658
58,047
710,043
36,538
411,863
347,585
366,119
41,033
36,105
32,659
40,963
148,960
20,382
3,160,924

Depositary Shares
—
—
—
12,000
4,000
—
—
—
3,000
—
—
3,000
—
4,000
—
—
—
2,000
—
—
31,500

Class
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
0.65 %

Includes the following shares of common stock held through the Company’s 401(k) Plan: Mr. Ryan, 1,675 shares; Mr. Sander,
491 shares; Mr. Sandgren, 6,819 shares; and Ms. Vanzo, 6,341 shares.
Includes the following shares of restricted stock subject to future vesting conditions for which the individual has voting but
not dispositive power: Mr. Falconer, 56,260 shares; Mr. Ryan, 118,371 shares; Mr. Sander, 77,275 shares; Mr. Sandgren,
56,588 shares; Mr. Scudder, 169,455 shares; and Ms. Vanzo, 29,726 shares.

(3)

1.07 %

(4) Excludes the following shares underlying performance share units and service-based restricted stock that would not vest
within 60 days of the Record Date under the terms of the applicable award agreements and therefore are not included in
the table: Mr. Falconer, 60,446 shares; Mr. Ryan, 314,879 shares; Mr. Sander, 84,938 shares; Mr. Sandgren, 59,793 shares;
Mr. Scudder, 283,390 shares; and Ms. Vanzo, 31,277 shares.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS

The following table and accompanying footnotes set forth information concerning the beneficial
ownership of the shares of common stock of the Company of each person or entity known by us to own
beneficially more than 5% of our outstanding shares of Common Stock as of December 31, 2023.

Name and Address of Beneficial Owner
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
Fuller & Thaler Asset Management, Inc.
411 Borel Avenue, Suite 300
San Mateo, CA 64402

Number of Shares
Beneficially Owned

Percent of
Common Stock

36,180,143 (1)

12.40 %

31,199,889 (2)

10.66 %

19,589,011 (3)

6.69 %

(1) Ownership based on the Schedule 13G/A filed by BlackRock, Inc. on January 23, 2024, reporting 36,180,143 shares beneficially

owned, with sole voting power over 35,487,735 shares and sole dispositive power over 36,180,143 shares.

(2) Ownership based on the Schedule 13G/A filed by The Vanguard Group on February 13, 2024, reporting 31,199,889 shares

beneficially owned, with shared voting power over 250,801 shares, sole dispositive power over 30,639,010 shares and shared
dispositive power over 560,879 shares.

(3) Ownership based on the Schedule 13G/A filed by Fuller & Thaler Asset Management, Inc. on February 12, 2024, reporting

19,589,011 shares beneficially owned, with sole voting power over 19,220,754 shares and sole dispositive power over 19,589,011
shares.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy and
program as established by our Compensation Committee. Below is a roadmap to our Compensation
Discussion and Analysis.

1 EXECUTIVE SUMMARY

Our Approach to Executive Compensation

2023 Performance Highlights

Completion of Partnership with CapStar Bank
2023 Reflected Pay for Performance Alignment

Shareholder Say-On-Pay Vote in 2023

Retirement of Mr. Scudder in 2024

2 OUR EXECUTIVE COMPENSATION PHILOSOPHY

Compensation Best Practices

Compensation Governance

2023 Peer Group

3 2023 COMPENSATION PROGRAM

Components of Our Executive Compensation Program
CEO Pay

Base Salary

Annual Incentive Compensation Program
Long-Term Equity Compensation (Performance Share Units and Restricted Stock)

Retirement and Other Welfare Benefits

Perquisites

4 POLICIES, GUIDELINES AND OTHER PRACTICES

Stock Ownership Guidelines

Clawback, Anti-Pledging and Anti-Hedging Policies

Risk Assessment of Executive Compensation Program

Tax Considerations

Employment and Confidentiality and Restrictive Covenant Agreements with Our Executive Officers

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

This Compensation Discussion and Analysis provides information and perspective regarding our 2023
executive compensation program and decisions for our executive officers generally and, more
specifically, for our CEO and other named executive officers.

The following individuals served as our named executive officers (“NEOs”) for the fiscal year ended
December 31, 2023:

James C. Ryan, III
Chairman and
Chief Executive Officer

Michael L. Scudder
Executive Chairman

Mark G. Sander
President and Chief
Operating Officer

James A. Sandgren
CEO, Commercial
Banking

Brendon B. Falconer
Chief Financial Officer
(on leave, eff. 4/1/24)

Kendra L. Vanzo
Chief Administrative
Officer

Effective April 1, 2024, our Board appointed John V. Moran, IV, our Executive Vice President and Chief
Strategy Officer, as Interim Chief Financial Officer of the Company. He also will serve as Chief Financial
Officer of Old National Bank, the Company’s principal subsidiary. These appointments followed the
decision of the Company to place Brendon B. Falconer, Senior Executive Vice President and Chief
Financial Officer of the Company, on leave effective April 1, 2024 after the Company became aware of
criminal charges filed against Mr. Falconer involving a personal matter unrelated to the Company.

Additional information relating to Mr. Moran was included in the Company’s Current Report on
Form 8-K filed with the SEC on April 1, 2024.

Our Approach to Executive Compensation

We seek to align the interests of our NEOs with the interests of our shareholders. As such, our
compensation programs are designed to reward our NEOs for the achievement of short- and long-term
strategic and operational goals and the achievement of increased total shareholder return, while at the
same time avoiding the encouragement of unnecessary or excessive risk-taking. Our NEOs’ total
compensation is comprised of a mix of base salary, annual cash incentive awards and long-term equity
awards. These compensation components, combined with our stock ownership guidelines and
clawback policy, extend the time horizon for incentive compensation beyond the vesting and/or
performance periods and provide balance between rewarding short-term and long-term performance.

2023 Performance Highlights

The Company delivered exceptionally strong operating results in 2023, with record performance for
several metrics, as reflected by the following highlights:

• Record adjusted EPS* of $2.05 (5% year-over-year growth, which represents the top quartile of

the KRX Index)

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

• Record adjusted net income* of $599 million (11% year-over-year growth, which represents the

top quartile of the KRX Index)

• Record adjusted ROATCE* of 21.3% (top decile of the KRX Index)

• Record adjusted efficiency ratio* of 50.4% (top quartile of the KRX Index)
• Strong adjusted ROAA* of 1.28% (top quartile of the KRX Index)

• Strong year-over-year growth in tangible book value per share of 17% (top quartile of the KRX

Index)

• Strong year-over-year total loan growth of 6% (when the Company’s loan sales are excluded,

within the top quartile of the KRX Index)

• Continued strong credit discipline and credit quality, with net charge-offs** to average loans of

0.10%

• Maintained our peer leading high quality, low cost and granular deposit base, with year-over-

year core deposit growth of over 6% (top quartile of the KRX Index), average cost of deposits of
135 bps in 2023 (also top quartile of the KRX Index) and approximately 75% of core deposit
tenures of greater than 5 years

• Continued addition of important revenue-producing talent across business lines
• Continued commitment to our core values, our uncompromised integrity and highest levels of

ethics, dedication to the communities where we live and work and focus on our strong culture of
collaboration, trust, inclusiveness and acceptance that empowers team members to flourish and
be successful

*Includes adjusted, non-GAAP financial measures that exclude certain items, such as CECL Day 1 non-PCD loans provision
expense, merger-related charges associated with completed and pending acquisitions, gain on sale of Visa Class B restricted
shares, FDIC special assessment expense, gain on sale of health savings accounts, contract termination charges, property
optimization charges, net securities losses and expenses related to the tragic April 10, 2023 event at our downtown Louisville
location. The equivalent GAAP measures for the non-GAAP measures referenced above are: EPS $1.94; Net Income: $566 million;
ROATCE: 20.2%; ROAA: 1.21%; and Efficiency Ratio: 53.7%. Reference is made to the non-GAAP reconciliation included in the
Company’s January 23, 2024 press release reporting its financial results for its 2023 fourth quarter and full year, which was
included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2024.

**Excludes PCD loans.

Old Na(cid:2)onal’s 2023 Performance Compared to KRX Index

Core EPS Growth(1)

Core ROATCE(1)

Core ROAA(1)

Tangible Book Value
Per Share Growth

21.3%

1.28%

17%

15.3%

1.17%

14%

(4%)

ONB
1. Core metrics as defined by S&P Global IQ Pro

KRX Median

ONB

KRX Median

ONB

KRX Median

ONB

KRX Median

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Completion of Partnership with CapStar Bank

In October of 2023, we announced our partnership with CapStar Bank. This partnership includes
23 banking centers located in Nashville, Chattanooga and Knoxville, Tennessee, as well as in Asheville,
North Carolina. As of December 31, 2023, CapStar had approximately $3.1 billion of total assets,
$2.3 billion of total loans and $2.7 billion of deposits. We received regulatory approvals for this
transaction within two months of filing our applications and completed this acquisition on April 1, 2024.

2023 Reflected Pay For Performance Alignment

The Company delivered exceptional and, in several cases, record 2023 operating performance, which
will position the Company to continue to deliver strong financial results. These achievements are
reflected in short-term incentive compensation payouts for the year, demonstrating our ongoing
commitment to pay for performance.

• Our record EPS performance for 2023 resulted in short-term incentives being earned at the
maximum performance level. See “Annual Incentive Compensation Program” beginning on
page 56.

•

In 2023, we granted performance share units to our NEOs with a three-year performance period
ending on December 31, 2025. These awards may be earned based on the Company’s TSR and
ROATCE relative to the performance of the banks in the KRX Index. We also granted service-
based restricted stock awards to our NEOs with a three-year vesting period ending in
March 2026. See “Long-Term Equity Compensation (Performance Share Units and Restricted
Stock)” beginning on page 59.

Shareholder Say-On-Pay-Vote in 2023

Our shareholders have the opportunity at each Annual Meeting to provide an advisory vote on the
compensation paid to our NEOs, more commonly referred to as a say-on-pay vote. At our 2023 Annual
Meeting, approximately 91% of the votes cast by our shareholders were voted in favor of the
compensation paid to our NEOs. This result affirmed that a significant majority of our shareholders
support our approach to executive compensation. In addition, input from our shareholder engagement
meetings continues to inform the Compensation Committee on executive compensation.

Retirement of Mr. Scudder in 2024

As planned, Mr. Scudder retired from our Board of Directors, as Executive Chairman and as Chairman of
our Executive Committee, on January 31, 2024. He will remain with the Company as a non-executive
employee through February 15, 2025 in accordance with the letter agreement between the Company
and Mr. Scudder entered into in connection with the Merger with First Midwest.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

OUR EXECUTIVE COMPENSATION PHILOSOPHY

Through our compensation program for executive officers, we strive to attract and retain outstanding
leaders in a highly competitive environment, to provide financial incentives to achieve performance
goals established by our Compensation Committee, to align our officers’ interests with the long-term
interests of our shareholders and to foster teamwork among our executives.

The Compensation Committee believes that the primary components of each executive officer’s
compensation should be a competitive base salary and incentive compensation that rewards the
achievement of both annual and long-term performance goals. In addition, the Compensation
Committee believes stock ownership is an important component of executive compensation. Thus,
equity-based awards represent a significant element of each executive officer’s target compensation.

The Compensation Committee continues to base our programs on a belief that strong operating
performance and effective risk management are reflected in earnings per share growth and long-term
stock price appreciation. It is with this philosophy in mind that the Compensation Committee
established performance metrics and goals for 2023. Amounts realized or realizable under previously
granted equity-based awards did not influence the Compensation Committee’s decisions.

Compensation Best Practices

Our compensation programs are grounded in the Company’s compensation governance framework
and overall pay-for-performance philosophy, as demonstrated by the following practices:

COMPANY’S COMPENSATION PROGRAM – BEST PRACTICES IMPLEMENTED

Long-Term Performance Based Compensation
We award a significant portion of our incentive
compensation in the form of long-term performance
share units, which are earned upon the achievement of
specific goals for a three-year performance period. In
this way, we strongly align our NEOs’ incentives with
the long-term interests of our shareholders.

Compensation Risk Assessment

Our Compensation Committee oversees the ongoing
evaluation of the relationship between our
compensation programs and risk management. The
Committee annually reviews with our Chief Risk
Officer the risks associated with executive
compensation.

No Changes to Performance Goals Once Established

Stock Ownership Guidelines

Our Compensation Committee does not alter the
performance goals for our incentive compensation
programs once the goals have been established.

Our NEOs are required to own from three to five times
their base salary in stock depending upon their
position with the Company and/or their salary level.

A Well-Informed Compensation Committee

Internal Pay Equity

Our Compensation Committee is knowledgeable
about the compensation that is available to our NEOs.
The Committee is highly engaged and receives regular
updates on market practices, regulatory and legal
developments and emerging governance
considerations from WTW, the Committee’s
independent compensation consultant.

We consider a person’s responsibilities, skill set, track
record of performance, leadership capabilities and
other factors in relation to other similarly situated
executives, as well as comparative market data, when
making compensation determinations.

No Gross-Ups

Our employment agreements do not provide for any
tax gross-ups on severance benefits, perquisites or
other benefit programs.

Independent Compensation Consultant

The Compensation Committee engages an
independent consultant (WTW) when determining
executive compensation.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Annual Shareholder Advisory Vote

Each year, shareholders provide an advisory say-on-
pay vote. Our Compensation Committee considers the
results of this vote when making compensation
decisions for our executives.

Three-Year Vesting Periods for Equity Awards

Our equity awards have a period of not less than three
years for full vesting to occur, subject to certain limited
exceptions.

Double Trigger upon a Change in Control

Performance Share Units Based on Relative

We require both a change in control and a qualifying
employment termination for enhanced change in
control severance amounts to be paid and for
accelerated vesting of equity awards.

Performance
Our performance share unit awards are based on the
performance relative to other banks in the KRX Index.
This reinforces a strong relationship between our
relative performance and the relative competitiveness
of our executives’ compensation.

No Liberal Share Recycling

Restrictive Covenants

Our incentive compensation plan under which equity
awards are granted to our executives does not permit
liberal recycling of shares.

Our NEOs are required to comply with confidentiality
and non-solicitation covenants and, for certain officers,
non-competition covenants.

Clawback Policy

We have a clawback policy that complies with the new
SEC and Nasdaq rules providing for recovery of
bonuses and other incentive-based compensation
received by executive officers over a prior three-year
lookback period in the event there is a required
restatement of the Company’s financial results due to
material non-compliance with its financial reporting
requirements.

Responsible Employee Ownership

We prohibit employees, including our NEOs, from
engaging in any short-term, speculative transactions
with respect to Company securities, including
purchasing securities on margin, engaging in short
sales, buying or selling put or call options and trading
in options. We also prohibit our NEOs and other
executive officers from participating in hedging or
pledging transactions.

Compensation Governance

The Compensation Committee of the Board is currently composed of six non-employee directors, each
of whom is independent from management and the Company (as independence is defined under SEC
and Nasdaq requirements and the Company’s Corporate Governance Guidelines). No Compensation
Committee member is eligible to participate in any management compensation program or receives
any compensation from the Company other than Board and committee fees.

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has the authority to engage independent compensation consultants to
advise it on all aspects of the compensation programs for our executive officers. For 2023, the
Compensation Committee retained WTW as its compensation consultant to provide comparative data,
analysis and advice regarding executive compensation.

In providing input to the Compensation Committee, WTW uses data from publicly filed documents as
well as data from its market surveys. The market surveys include a broader range of companies and do
not provide individual company-specific information. The Compensation Committee uses this peer and
survey data as a general reference and is among several factors considered when it made
compensation decisions for our CEO and other NEOs in 2023. Decisions regarding 2023 compensation
for our Executive Chairman (who is also an NEO) were made in connection with his letter agreement
entered into in connection with the Merger and discussed in the proxy statement relating to our special
meeting of shareholders at which the Merger was approved by shareholders in September 2021.

To the extent that WTW’s services involve director compensation, those services are overseen by the
Nominating and Corporate Governance Committee, which is responsible for reviewing and making
recommendations to the Board of Directors regarding director compensation.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Role of Executive Officers in Compensation Decisions

Our Compensation Committee approves and recommends to our Board for approval, the
compensation of our CEO and each of our executive officers who reports to the CEO. Our CEO annually
reviews with the Compensation Committee the performance of each of our executive officers who
report to him and the annual compensation earned by each of these executive officers for the year just
completed, and makes recommendations to the Compensation Committee for the compensation of
these officers for the current year (including base salary, annual incentive compensation and long-term
equity awards). The Compensation Committee considers the recommendations of the CEO, as well as
peer and market data provided by WTW, in determining and recommending to the Board for approval,
the base salary, annual incentive compensation and long-term equity awards for each of the executive
officers who report to the CEO.

CEO Performance Review and Pay Decisions

Our CEO’s annual performance review is overseen by our Nominating and Corporate Governance
Committee and led by our Lead Independent Director, with input provided by the entire Board of
Directors. Our Compensation Committee reviews the CEO’s performance and incentive compensation
earned for the year just completed. The Committee also compares our CEO’s compensation to peer and
market data, reviews this compensation with WTW and makes a recommendation to the Board with
respect to the CEO’s compensation for the current year. The CEO is not involved in the final
determination regarding his own compensation, and all decisions with respect to the CEO’s
compensation are made in executive sessions of the Compensation Committee and the Board, without
the CEO present.

Scope of Compensation Committee Responsibilities

Our Compensation Committee is responsible for annually reviewing, approving and recommending to
the Board of Directors for the Board’s approval all elements of the compensation of our CEO and other
executive officers who report directly to the CEO. The Compensation Committee’s decisions with
respect to determining the components or amounts of executive compensation under the Company’s
programs are made with input and advice from WTW.

The Compensation Committee also is responsible for reviewing the Company’s employee benefit
programs, including reviewing the competitiveness of those programs, and for advising our Board
regarding the talent development and succession management of key executives of the Company
other than the CEO (the Nominating and Corporate Governance Committee oversees succession
planning for our CEO).

A copy of our Compensation Committee’s charter is available on our website.

Compensation Committee Procedures

The Compensation Committee considers information provided by WTW, including peer group and
market data as well as best practices, as a baseline for determining the structure of compensation
programs, targeted total compensation opportunities, the components of compensation and the
relative weighting of each as well as the performance metrics and goals used in our incentive programs.
Market surveys are used to assist in setting compensation for the CEO and other executive officers.

The Committee seeks to establish total compensation opportunities for each role at approximately the
median of the Company’s peer group. The ability to earn median pay depends on performance being
achieved at target levels or greater. The Compensation Committee also seeks to allocate compensation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

opportunities across base salary, annual incentives and long-term incentives in proportions that reflect
peer group practices.

On an annual basis, the Compensation Committee reviews its relationship with WTW. In 2023,
consistent with prior years, the Committee concluded that WTW was independent and free of any
conflicts of interest with respect to the advice it provided to the Compensation Committee and, with
respect to director compensation, the Nominating and Corporate Governance Committee.

2023 Peer Group

Each year, the Compensation Committee selects a peer group of publicly traded financial services
companies to be used in determining the structure and amount of compensation opportunities, as well
as for comparing the Company’s performance relative to the marketplace. The peer group includes a
broad representation of bank holding companies with asset sizes that are comparable to the
Company’s and that have relatively similar business models. The Compensation Committee determines
the peer group based on input from WTW and management of the Company. The Compensation
Committee then considers peer group data, among other factors, when making its compensation
decisions.

The composition of the peer group is reviewed annually and may be updated from year to year to take
into account mergers, acquisitions and other changes that make a company appropriate for inclusion.
The Compensation Committee has discretion to remove companies from the peer group if the
companies’ asset sizes, business models or other factors are deemed to be outside a range of relevance
to the Company and the other institutions in the group. The Committee may also add or replace
companies when appropriate.

Our 2023 peer group consisted of the following companies, with asset sizes ranging from $36 billion to
$87 billion and a median asset size of $56 billion (the Company’s asset size is currently approximately
$52 billion):

• Associated Banc-Corp
• BOK Financial Corporation
• Cadence Bank
• Columbia Banking System, Inc.
• Comerica Incorporated
• First Horizon Corporation

• F.N.B. Corporation
• Hancock Whitney Corporation
• Pinnacle Financial Partners, Inc.
• Synovus Financial Corp.
• UMB Financial Corporation
• Valley National Bancorp

• Webster Financial Corporation
• Western Alliance Bancorporation
• Wintrust Financial Corporation
• Zions Bancorporation

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

2023 COMPENSATION PROGRAM

In making its recommendations regarding executive officer compensation for 2023, WTW reviewed the
compensation practices and performance of the companies in our peer group, as well as market data,
and discussed our performance and strategic objectives with the Compensation Committee, our CEO,
our Chief Financial Officer and our Chief People Officer. In the first quarter of 2023, the Compensation
Committee reviewed our executive compensation structure, its competitiveness relative to our peer
group, market data and the alignment of our executive pay with the Company’s projected performance.

Similar to 2022 compensation, in establishing 2023 compensation opportunities, the Compensation
Committee continued to consider that executive officers’ compensation opportunities should be
aligned with the size of the Company, which almost doubled in size as a result of the Merger, as well as
the increased scope of responsibilities associated with leading a significantly larger company. The
Committee considered the following factors, among others, when setting 2023 compensation for our
CEO and the other NEOs:

• The compensation levels of comparable executive officers in our peer group, when this

information was available, and market data for comparable positions;

• Providing a mix of base salary and annual incentives and long-term equity incentives to align

our executive officers’ compensation with the market;

• Our targeted financial and strategic performance objectives for 2023.

Components of Our Executive Compensation Program

The three principal components of our executive compensation program, which is intended to enable
the Company to attract and retain the best leadership talent available, to motivate performance against
a range of key objectives and to align our executives’ interests with those of our shareholders, include:

• Base salary;

• Annual cash incentive compensation; and

• Long-term equity compensation, delivered via both performance- and service-based equity

awards.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

At-risk compensation represented approximately 79% of our CEO’s target total direct compensation in
2023 and approximately 70% of our other NEOs’ target total direct compensation in 2023, as shown in
the following charts:

COMPENSATION DISCUSSION AND ANALYSIS

CEO

ALL OTHER NEOs (Average)

20.6%
Base Salary

43.0%
Long-term
Equity

79%

At-Risk
Compensation

53.6%
Long-term
Equity

25.8%
Annual
Incentive

70%

At-Risk
Compensation

29.9%
Base Salary

27.1%
Annual
Incentive

In general, we strive to set the proportions of each component in a way that aligns with similar roles at
companies in our peer group or other market comparable companies (assuming the achievement of
target performance levels). For 2023, Mr. Ryan’s total direct compensation (at target) was $5.6 million.
Median total direct compensation (at target) for the CEOs in our peer group was $5.5 million at the time
Mr. Ryan’s 2023 compensation was set.

In 2023, the only elements of our executive officers’ compensation that we paid in cash were base salary
and a portion of each executive officer’s annual incentive compensation. In structuring our long-term
incentive opportunities for our CEO and the other NEOs in 2023, we emphasized the use of
performance-based equity awards with at least 50% of the grant date value of long-term incentives
delivered in performance share units.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Detailed in the following table are the three core elements of our 2023 executive compensation
program:

COMPONENT

Base Salary

D
E
X
I
F

Fixed compensation for performing
the responsibilities associated with an
executive’s position

Annual Incentive Compensation

Rewards short-term financial and
operational performance

KEY FEATURES

• Set with reference to scope of role, individual skills and experience

and demonstrated performance

•

Informed by peer and market data for similar positions, generally
targeted at median

• Reviewed annually with changes effective in March of each year

• Variable, at-risk incentive compensation
• Target value aligned to peer and market data for similar positions
• No award for performance below threshold; 50% of target value is
paid for threshold performance; maximum award is capped at
200% of target

• Target opportunities expressed as a percentage of base salary:

2023 NEOs
CEO
Executive Chairman1
President and COO
CEO, Commercial Banking
CFO
Chief Administrative Officer

2023 Target
125%
90% of CEO Target
85%
85%
80%
65%

• 2023 awards were based on adjusted EPS with pre-determined
formulaic modifiers for relative deposit cost and deposit growth
versus banks in the KRX Index

N
O
I
T
A
S
N
E
P
M
O
C
K
S
I
R
-
T
A

Long-Term Equity Compensation

• Awarded as a combination of performance share units and service-

Aligns executive interests with those
of our shareholders over the long-
term, motivates sustained shareholder
returns and shareholder value, as well
as retention of critical talent

based restricted stock awards

• Used peer group and market data when considering mix of

performance and service-based awards:

2023 NEOs
CEO and Executive
Chairman1

All Other NEOs

2023 Equity Mix

Performance-Based

Service-Based

60%

50%

40%

50%

• Target value based on peer and market data for similar positions
• For performance share units, no shares are earned for

performance below threshold; 50% of shares are paid for threshold
performance; maximum award is capped at 200% of target
• Target opportunities expressed as a percentage of base salary:

2023 NEOs
CEO
Executive Chairman1
President and COO
CEO Commercial Banking
CFO
Chief Administrative Officer

2023 Target
260%
90% of CEO Target
130%
110%
120%

80%

• Performance share units are based on three-year TSR (50%) and

ROATCE (50%), with both metrics measured relative to the
performance of banks in the KRX Index

• Service-based restricted stock vests in three equal installments

over three years

1. Mr. Scudder retired from our Board and as Executive Chairman of the Company on January 31, 2024. His 2023 short- and

long-term target opportunities were set at 90% of the CEO’s target opportunities in accordance with his letter agreement,
as contemplated by the Merger with First Midwest. Mr. Scudder will remain with the Company as a non-executive
employee and receive compensation under the letter agreement through February 15, 2025.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The following metrics for our incentive compensation programs were selected given their alignment to
short- and long-term value creation and our areas of strategic focus. We also selected these metrics
because they are the foundation of what we believe is a responsible incentive program that rewards
performance without encouraging excessive risks. In addition, these metrics are commonly used by
shareholders and the investment community to evaluate a financial institution’s performance. The
determination of whether the performance goal for each metric is achieved is based on the audited
financial results of the Company.

ONE-YEAR PERFORMANCE MEASURE FOR ANNUAL
INCENTIVE COMPENSATION

WHY IT MATTERS

Adjusted EPS

Relative deposit cost and deposit growth (pre-
determined formulaic upward or downward
modifiers)

Reflects the overall profitability of the Company for a
given year; encourages management to continue to
focus on near-term operating performance.

Encourages management to continue to build and
maintain the Company’s high-quality, low-cost core
deposit base, which is a significant driver of strong
fundamental financial performance, including growth
in EPS, ROATCE and tangible book value.
Measurement of the Company’s deposit cost and
year-over-year deposit growth on a relative basis
compared to the banks in the KRX Index assesses the
Company’s performance against a broad market of
comparable companies.

THREE-YEAR PERFORMANCE MEASURES FOR
LONG-TERM EQUITY COMPENSATION

WHY IT MATTERS

Relative TSR (50% weighting)

Relative ROATCE (50% weighting)

Reflects long-term shareholder value creation;
measurement over a three-year period on a relative
basis compared to the banks in the KRX Index
assesses our success of multi-year share performance
and dividend payments against a broad market of
comparable companies.

Aligns with long-term shareholder value creation;
correlates to higher valuations for common stock of
publicly traded bank holding companies;
measurement over a three-year period on a relative
basis compared to the performance of the banks in
the KRX Index assesses our success of multi-year
operational performance against the banks in a broad
market of comparable companies.

CEO Pay

Mr. Ryan became the CEO of the Company in 2019. Since that time, the Company has more than
doubled in size. As such, Mr. Ryan’s annual total compensation has increased to reflect the expanded
scope of his responsibilities at a significantly larger organization, as well as to reflect comparability with
the compensation of CEOs of companies in our peer group. Mr. Ryan’s 2022 compensation included a
one-time, performance-based equity integration award issued in connection with the Merger with First
Midwest, which was explained in our proxy statement relating to our 2023 annual meeting of
shareholders.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Base salary is the only component of compensation that is not subject to the achievement of
performance or vesting criteria. Base salary is designed to provide a fixed level of cash compensation for
effectively performing the responsibilities associated with an executive’s position. We establish base
salary ranges for each position based on the ranges for similar positions at peer group companies and
other market data provided by WTW. In general, we target base salaries at approximately the median of
our peer group, when this information is available, or relevant market data. We review base salaries
annually and adjust them in March of each year taking into account such factors as peer or market
data, changes in duties and responsibilities, individual skills and experience and demonstrated
individual performance.

In determining Mr. Ryan’s 2023 base salary, the Compensation Committee considered, among other
factors, Mr. Ryan’s leadership skills, financial acumen, strategic insights, leadership role in achieving the
strong financial results at the Company and the base salaries of CEOs at companies in our peer group.

Mr. Scudder’s base salary for 2023 was set at 90% of Mr. Ryan’s base salary, in accordance with the terms
of Mr. Scudder’s letter agreement, as contemplated by the Merger with First Midwest. Mr. Scudder will
be employed by the Company under his letter agreement through February 15, 2025.

In determining the respective 2023 base salaries of Messrs. Sander, Sandgren, Falconer and Ms. Vanzo,
which were based on recommendations made by Mr. Ryan, the Compensation Committee considered,
among other factors, their leadership skills, their respective roles in achieving the financial results of the
Company, the base salaries of executives with comparable responsibilities at companies in our peer
group and relevant market data.

The 2023 base salaries as determined by the Compensation Committee and approved by our Board
were as follows:

Named Executive Officer
James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo
* 2023 base salaries became effective in March 2023

Annual Incentive Compensation Program

2023

Base Salary*
$ 1,155,000
$ 1,039,500
750,000
$
625,000
$
600,000
$
450,000
$

Overview. Each year, the Compensation Committee selects the annual cash incentive compensation
metrics, performance goals and weightings based on the following strategic objectives:

• Link pay with corporate performance;
• Emphasize the overall profitability of the Company;

•

Incentivize continued profitable loan growth, with a sustained emphasis on credit quality; and

• Continue to grow deposits and maintain a strong, low-cost core deposit base that is market

competitive.

The Compensation Committee endeavors to establish rigorous short-term performance goals
consistent with our annual budget and operating plan that require strong performance to achieve
target payout levels. Goals may include financial, operational, strategic or other key indicators of
Company performance.

The amount of annual incentive compensation awards earned is based entirely on the achievement of
the performance goals established by the Compensation Committee at the beginning of the year.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Payout levels are determined by the Compensation Committee after evaluating actual performance
through the end of the year and reviewing potential payouts of awards with WTW. Payouts to our NEOs
are also approved by our Board of Directors.

Our annual incentive compensation program provides an opportunity for team members who
participate in our AICP, including our NEOs, to earn up to 200% of the target award level based upon
achievement of performance compared to pre-set performance goals. At threshold performance, a
participant earns 50% of his or her target award, 100% of target is earned for target performance and
200% of target for maximum performance. No incentive payments are made for performance below the
threshold performance level. If target performance is achieved for each metric, a participant earns 100%
of the target award level. For performance between threshold and target or between target and
maximum, the payout is determined by linear interpolation. Amounts earned can be paid in cash
and/or shares of our common stock.

2023 Annual Incentive Compensation Program Structure.* The Compensation Committee selected
adjusted EPS as the metric for our 2023 annual incentive compensation program to focus
management’s efforts on achieving the Company’s 2023 operating plan and budget. Our 2022 short-
term incentive metrics included adjusted EPS (70%), ROATCE (15%) and Merger-related cost savings
(15%). Because our long-term incentive compensation awards include a significant portion (50%) based
on ROATCE, and the Merger-related cost savings for the First Midwest Merger had been achieved in
2022, the Committee determined that these two metrics would not be included in our 2023 annual
incentive compensation program.

In December 2022, our Board of Directors approved the Company’s 2023 operating plan and budget
that contemplated full-year adjusted EPS of $2.00, which reflected an increase from the Company’s
actual 2022 adjusted EPS of $1.96. The Compensation Committee then determined in February 2023
that adjusted EPS of $2.00 would be required for payout at target, or 100%, under our AICP.

The threshold, target and maximum performance goals for the adjusted EPS metric under our annual
incentive compensation program for 2023 are shown in the table below.

Adjusted Earnings Per Share
Payout Level
*Prior to application of the pre-determined formulaic modifiers discussed below.

Threshold
92% of Target
50%

Target
$2.00*
100%

Maximum
108% of Target
200%

The Compensation Committee considered that the Company’s 2023 adjusted EPS would be highly
sensitive to and dependent upon the Company’s ability to grow deposits at an acceptable reasonable
cost in the current banking environment. In light of the uncertainty of the path of interest rates as well
as the continued increasing competition for deposits among financial institutions, in February 2023, the
Compensation Committee established formulaic upward or downward modifiers to the target adjusted
EPS under the AICP to take into account the Company’s 2023 deposit cost and year-over-year deposit
growth relative to the median of the banks in the KRX Index. These pre-determined formulaic modifiers
were designed to account for market uncertainty given unprecedented Federal Reserve interest rate
policy actions and the resulting impact on industry-wide deposit costs and growth.

The Compensation Committee believed that providing for these formulaic upward or downward
modifiers would appropriately incentivize management to continue to build and maintain the
Company’s high-quality, low-cost core deposit base, which is a significant driver of strong fundamental
financial performance, including growth in EPS, ROATCE and tangible book value. The Compensation
Committee consulted with WTW when setting this structure in early 2023.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Determination of 2023 Payout.* In 2023, the Company delivered exceptionally strong overall financial
performance, including achieving record adjusted EPS of $2.05, which represented 5% year-over-year
growth and which would have resulted in an above-target payout without the application of the pre-
determined formulaic modifiers. The Company also significantly outperformed the median KRX Index
for both deposit cost and deposit growth. The Company’s 2023 deposit cost of 1.35% outperformed the
median KRX Index deposit cost of 1.68%, and the Company’s year-over-year deposit growth of 6.38%
outperformed the median KRX Index deposit growth of 1.92%.

The pre-determined formulaic modifiers based on the Company’s performance relative to the median
deposit cost and deposit growth for the banks in the KRX Index were then applied to the adjusted EPS
performance target. The Company’s record adjusted EPS of $2.05 exceeded the maximum performance
level of 108% of the adjusted EPS target following the application of the formulaic modifiers, resulting in
a payout of 200% of target.

*References to EPS in this section are to adjusted EPS, an adjusted, non-GAAP financial measure that excludes certain items
related to 2023, such as CECL Day 1 non-PCD provision expense, merger related charges associated with completed and
pending acquisitions, gain on sale of Visa Class B restricted shares, FDIC special assessment expense, gain on sale of health
savings accounts, contract termination charges, property optimization charges, net securities losses and expenses related to the
tragic April 10 event at our downtown Louisville location. The equivalent GAAP measure for Adjusted EPS is: EPS $1.94. Reference
is made to the non-GAAP reconciliation included in the Company’s January 23, 2024 press release reporting its financial results
for its 2023 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
with the SEC on January 23, 2024.

Structure of 2023 Payout. Following discussions with WTW, the Compensation Committee
determined that the 2023 annual incentive compensation earned would be paid as follows:

• Cash: 150% of the target amount would be paid in cash.

• One-year restricted stock award: 50% of the target amount would be deferred in a service-based

restricted stock award granted on March 1, 2024, with a one-year vesting period requiring
continued service with the Company, less the 4% Company contribution to the 401(k) Plan
described below.

The Committee’s purpose in deferring a portion of the 2023 annual incentive compensation
payout in this manner to our NEOs and other executive officers was to further align annual
incentive compensation earned with long-term shareholder results.

• 401(k) Plan Contribution: First Midwest maintained a defined benefit pension plan prior to the

Merger. Participation in and contributions to this plan had been frozen several years prior to the
completion of the Merger. This plan was terminated after the Merger, and benefits owed under
the plan were distributed to participants. Following this distribution, the plan had an overfunded
excess balance of plan assets. Based on a recommendation from management, with
concurrence from WTW, the Compensation Committee determined to have the Company make
a contribution in March 2024 to the account of each participant in the Company’s 401(k) Plan in
the amount of 4% of each participant’s eligible compensation up to the maximum eligible
contribution amount, which for each of our NEOs was $13,200.

The components of 2023 annual incentive compensation described above are as follows.

Name

James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Cash

One-year RSA

401(k)
Contribution

$
$
$
$
$
$

2,145,793
1,931,214
947,668
790,745
708,461
434,062

$
$
$
$
$
$

702,064
630,538
302,689
250,382
222,954
131,487

$
$
$
$
$
$

13,200
13,200
13,200
13,200
13,200
13,200

$
$
$
$
$
$

Total
2,861,057
2,574,952
1,263,557
1,054,327
944,615
578,749

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The cash portion of the 2023 AICP award is reflected in the Summary Compensation Table on page 68
of this Proxy Statement. The restricted stock award portion of the 2023 award and the Company
contribution to the 401(k) Plan were both made in March 2024. Therefore, in accordance with applicable
SEC rules, those two items will be reported in the Summary Compensation Table in the proxy statement
for our 2025 annual meeting of shareholders.

Long-Term Equity Compensation (Performance Share Units and Restricted Stock)

Our long-term incentive compensation consists entirely of equity awards. We believe that stock
ownership by our executive officers is an important tool for aligning their interests with those of our
shareholders, reinforcing a focus on the long-term financial and stock performance of the Company.

The Compensation Committee selected the allocation of long-term equity compensation between
performance share units and service-based restricted stock (and with respect to performance share
units, the metrics, performance goals and weightings) based on the following strategic objectives:

• Link pay with long-term corporate performance and stock price growth;
• Emphasize the Company’s long-term profitability and strategies;

• Ensure long-term results are sustained;
• Encourage achievement of business goals that will enhance long-term shareholder value;

• Reward and retain executives, whose future services are considered essential to the ongoing

success of the Company;

• Provide stock ownership opportunities for our executives, which further align their interests with

those of our shareholders; and

• Promote excellence and teamwork across our executive team.

Annual equity awards in 2023 for our CEO and other NEOs are summarized below:

NAMED EXECUTIVE OFFICER LONG-TERM EQUITY COMPENSATION

Performance Share Units

•

CEO and Executive Chairman –
60% of total equity award

All other NEOS – 50% of total equity award

Total Shareholder Return (TSR) – 50%
Total Shareholder Return relative to the performance of companies in
the KRX Index measured over a three-year period ending on
December 31, 2025.

Service-Based Restricted Stock

•

CEO and Executive Chairman –
40% of total equity award

All other NEOs – 50% of total equity award

Return on Average Tangible Common Equity (ROATCE) – 50%
Return on Average Tangible Common Equity relative to the
performance of companies in the KRX Index measured over a three-
year performance period ending December 31, 2025.

Three-Year Annual Vesting
Service-based restricted stock that vests in equal annual installments
over a three-year period ending in March 2026.

Our practice is to determine the dollar amount of the grant date fair value of long-term equity
compensation that we provide to our CEO and other NEOs based on consultation with WTW and
consideration of peer and market practices. In general, we seek to set long-term incentive opportunities
that approximate the median for our peer group.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee typically makes recommendations to our Board of Directors regarding
equity compensation awards at its meeting in February of each year. These awards are then reviewed
and approved by the Board of Directors at its February meeting. We make the awards early in the year
and communicate them to executive officers so that the incentives relating to the performance share
units will be known as early as possible, thereby maximizing their potential impact. Under special
circumstances, such as the employment of a new employee or substantial promotion of an existing
executive, the Compensation Committee may award equity compensation at other times during the
year.

Long-term equity compensation awards granted in 2023 were made under our Equity Incentive Plan.
These awards are reflected in the Grants of Plan-Based Awards During 2023 table on page 69.

Performance Share Units. Our Compensation Committee continued the use of performance share
units in 2023. For each performance share unit award, we have established threshold, target and
maximum performance levels relative to the performance of the other companies in the KRX Index. The
performance share units that may be earned for the 2023 awards are as follows:

MEASURE
Relative TSR (50%)
Relative ROATCE (50%)
Associated Payout

BELOW THRESHOLD
Less than 25th percentile
Less than 25th Percentile
No Award

THRESHOLD
25th percentile
25th percentile
50% of target shares

TARGET
50th percentile
50th percentile
100% of target shares

MAXIMUM
90th percentile
90th percentile
200% of target shares

The TSR performance metric takes into account both stock price appreciation and cash dividends
(assuming dividend reinvestment), expressed as a percentage increase or decrease. TSR is measured for
the Company and compared to the TSR for the other companies in the KRX Index for the three-year
performance period to determine the Company’s relative percentile ranking and the corresponding
number of performance share units that are earned and converted into shares of our common stock.

Similarly, ROATCE is measured for the Company and compared to the ROATCE for the other companies
in the KRX Index for the three-year performance period to determine the Company’s relative percentile
ranking.

The Company will utilize straight-line interpolation to determine the number of performance shares
earned between the 25th and 50th percentiles and between the 50th and 90th percentiles of the
performance of the other companies in the KRX Index. No performance share units are earned for
performance below threshold.

Shares distributed upon any performance share unit being earned must be held until the executive
meets the Company’s stock ownership guidelines. Dividends on performance share units are accrued
but not paid until the award is earned following the completion of the performance period. Accrued
dividends are paid in additional shares of the Company’s common stock if the performance share units
are earned.

In order to earn the performance share unit award, an executive generally must be employed by the
Company during the entire performance period and, following the end of the performance period, until
the Company’s relative performance and resulting earned shares are determined. Upon an executive’s
retirement (if retirement-eligible) or qualifying disability during such period, all the awarded
performance share units still may be earned at the end of the applicable performance period, assuming
performance goals are met. If during such period an executive’s employment is terminated without
Cause or the executive resigns for Good Reason (as those terms are defined in the Equity Incentive
Plan), a portion of the awarded performance share units (prorated based on the timing of such
employment termination relative to the full performance period) may be earned at the regular time
after the end of the applicable performance period, again assuming performance goals are then met. If

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

an executive dies during the performance period, the performance share units will be deemed earned
at the target performance level as of the date of death.

The annual performance share unit award opportunities granted to our NEOs in 2023 for the 2023-2025
performance period are as follows. Grant date fair values are reflected at target.

COMPENSATION DISCUSSION AND ANALYSIS

Name
James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Number
of PSUs
Awarded
101,452
91,307
27,449
19,355
20,270
10,135

Grant Date
Fair Value
of PSUs
1,827,658
1,644,894
494,492
348,678
365,164
182,580

$
$
$
$
$
$

Service-Based Restricted Stock. Our Compensation Committee continued the use of service-based
restricted stock awards in 2023. Service-based restricted stock granted in March 2023 will vest in equal
annual installments over a three-year period ending in March 2026, assuming continued employment
by the executive on each vesting date. Upon an executive’s retirement (if retirement-eligible) or
qualifying disability during the vesting period, the awarded restricted stock will continue to vest on
regular annual vesting dates. If during such period an executive is terminated without Cause or resigns
for Good Reason (as such terms are defined in the Equity Incentive Plan), a portion of the awarded
restricted stock (prorated based on the timing of such employment termination relative to the full
vesting period) will vest as of the employment termination date. If an executive dies during the vesting
period, the restricted stock will vest in full as of the date of death.

We pay current cash dividends on service-based restricted stock during the vesting period. After the
service-based restricted stock has vested, the executive must hold the shares until he or she meets our
stock ownership guidelines.

The annual restricted stock awards to our named executive officers in 2023 were as follows. Grant date
fair value is reflected at target.

Name
James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Number of Shares Grant Date
Fair Value
of Shares
1,184,289
1,065,869
480,632
338,906
354,928
177,464

of Restricted
Stock Awarded
67,635
60,872
27,449
19,355
20,270
10,135

$
$
$
$
$
$

Retirement and Other Welfare Benefits

We maintain a tax-qualified defined contribution plan, known as our 401(k) Plan. The 401(k) Plan allows
employees to make pre-tax and Roth 401(k) Plan contributions. Subject to the conditions and
limitations of the 401(k) Plan, new employees are automatically enrolled in the 401(k) Plan with an
automatic deferral of 5% of eligible compensation, unless participation is changed or declined. All active
participants receive a Company match of 100% of the first 5% contributed into the 401(k) Plan. We may
also make additional profit-sharing contributions, in our discretion. To receive profit-sharing
contributions for a year, an employee must have (i) completed at least 1,000 hours of service during the

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

year and (ii) been employed on the last day of the year or retired on or after age 65, died or become
disabled during the year.

We also maintain a nonqualified deferred compensation plan, known as our Executive Deferred
Compensation Plan, for certain management employees. Our NEOs and other executives are eligible to
participate in the plan. An executive officer may elect to defer up to 25% of his or her regular
compensation and up to 75% of his or her annual cash bonus, in which case the deferred amount will be
credited to his or her plan account. We provide matching contribution credits under the plan, reduced
by any matching contributions under the 401(k) Plan. In addition, we may provide discretionary
contribution credits to make up for any reduction in discretionary profit-sharing contributions under
the 401(k) Plan due to Internal Revenue Code contribution limits applicable to tax-qualified retirement
plans. We did not provide discretionary credits for 2023.

Perquisites

In general, we believe that perquisites should not constitute a material portion of any executive’s
compensation. Old National offers a limited number of perquisites, including only programs that are
aligned with customary market practices. Detailed information regarding perquisites and other
compensation is provided in Compensation Tables beginning on page 68.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

POLICIES, GUIDELINES AND OTHER PRACTICES

Stock Ownership Guidelines

The Nominating and Corporate Governance Committee and Board of Directors have adopted stock
ownership guidelines for the Company’s executive officers, including our NEOs, that are consistent with
market practices and ensure executives retain stock of the Company received as compensation until
the target ownership level is achieved. Under the guidelines, the NEOs are required to hold shares of
our common stock with a value which is the lesser of the following:

POSITION OR SALARY

Chief Executive Officer
Chief Operating Officer
Salary equal to or greater than $250,000

TARGET OWNERSHIP GUIDELINES

5x salary in stock or 200,000 shares
4x salary in stock or 100,000 shares
3x salary in stock or 50,000 shares

As of the date of this Proxy Statement, each of our NEOs has met the applicable stock ownership
guideline requirement. For purposes of the guidelines, unvested service-based restricted stock and
phantom shares in the Non-qualified Deferred Compensation Plan are considered owned. Unearned
performance share units are not counted towards the satisfaction of stock ownership guidelines.

Clawback, Anti-Pledging and Anti-Hedging Policies

Clawback Policy. The Company has maintained a clawback policy that was updated in accordance
with recently adopted SEC and Nasdaq listing rules relating to clawback policies. The Company’s
clawback policy provides for recovery of incentive-based compensation (including both cash and equity
compensation) erroneously received by current or former executive officers during the three completed
fiscal years immediately preceding the year in which the Company is required to prepare an accounting
restatement due to material non-compliance with financial reporting requirements. The amount of the
incentive-based compensation subject to recovery as “erroneously received” during the three-year
lookback period is the excess of such compensation actually received over the amount that would have
been received had the relevant Company financial statement been correct in the first instance.

Any recoupment under this clawback policy would be in addition to any similar rights or remedies the
Company may have under any employment or other agreements, incentive compensation or similar
plans or programs, award agreements, or other clawback, recovery or forfeiture policies, or under any
laws, rules or listing standards applicable to the Company.

The Board believes that this policy and recoupment terms in other agreements, along with Company
requirements that executive officers maintain a significant level of stock ownership in the Company
during their employment, provide significant incentives for such executives to avoid taking
inappropriate risks and to support sound enterprise risk assessment and oversight, while also helping
promote management of the Company with a long-term view.

Prohibitions on Pledging and Hedging. All directors, officers and employees, including certain of their
family members and others described below, are prohibited at all times from: (a) holding any Company
securities in a margin account, borrowing against any account in which Company securities are held or
pledging Company securities as collateral for a loan without the approval of our Chief Legal Officer;
(b) engaging in puts, calls or other derivative transactions relating to the Company’s securities; (c) short-
selling securities of the Company; and (d) purchasing any financial instruments (including prepaid

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or
offset any decrease in the market value of any equity securities of the Company.

The foregoing restrictions apply to all types of securities of the Company that are owned directly or
indirectly by any director, officer or employee, including Company securities owned by any family
members where the director, officer or employee is deemed to beneficially own such securities or by
any other persons or entities designated to engage in securities transactions on behalf of such director,
officer or employee. These restrictions will not preclude any director, officer or employee, their family
members or their designees from investing in broad-based mutual or index funds.

Risk Assessment of Executive Compensation Program

Each year, our Chief Risk Officer performs an executive compensation program risk assessment and
presents the results to our Compensation Committee. The Compensation Committee reviews the
results and discusses the assessment with both our Chief Risk Officer and the Committee’s
independent compensation consultant. The risk assessment allows our Compensation Committee to
confirm that our executive compensation program is designed such that executive officers are not
encouraged to take excessive or imprudent risks to enhance their compensation. As part of its risk
assessment process in 2023, the Compensation Committee confirmed the following:

• The risks associated with the Company’s compensation plans for all employees are appropriately

identified and managed by the Company.

• The Company’s compensation plans for all employees do not create risks that are reasonably

likely to have a material adverse effect on the Company as a whole.

• The Company’s incentive compensation policies do not undermine the safety and soundness of

the Company by encouraging employees to take imprudent risks.

• The Company’s compensation plans for all employees are compatible with effective internal

controls and risk management and are supported by strong and effective corporate governance
practices.

• Plans subject to express legal or regulatory requirements are reviewed by our legal and

compliance teams to confirm adherence to applicable laws and regulations.

Tax Considerations

Section 162(m) of the Internal Revenue Code was amended by the Tax Cuts and Jobs Act of 2017 to
eliminate the tax deduction for performance-based compensation (other than with respect to
payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2,
2017) and to expand the group of current and former executive officers who may be covered by the
$1 million per year compensation deduction limit per covered employee under Section 162(m). The
Compensation Committee intends to continue the pay-for-performance philosophy of awarding
executive pay notwithstanding the deductibility limitation of Section 162(m).

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Employment and Confidentiality and Restrictive Covenant Agreements with Our Executive Officers

On June 28, 2023, we entered into new employment agreements with each of our NEOs (the
“Employment Agreements”) other than Mr. Scudder, our retired Executive Chairman. The purpose of
doing so was to transition the Company’s executives to substantially uniform employment agreements.
The Employment Agreements reflect substantially the same key employment terms and conditions as
those in the previously effective employment agreements with our NEOs (the “prior agreements”) that
were replaced and superseded by the new Employment Agreements. However, certain confidentiality
obligations and restrictive covenants in the prior agreements have been aligned and consolidated in
separate Confidentiality and Restrictive Covenants Agreements with the NEOs (the “CRC Agreements”),
which also became effective on June 28, 2023.

Mr. Scudder’s pre-existing employment and restrictive covenants agreements with First Midwest, as
modified by a letter agreement he signed with First Midwest in connection with the Merger, govern the
terms of his employment by the Company. The Company assumed those agreements in the Merger.
See “Introduction” and “Letter Agreements in Connection with the Merger with First Midwest-Letter
Agreement with Michael L. Scudder” under the heading “Named Executive Officer Employment
Agreements” beginning on page 71 of this Proxy Statement.

Under their Employment Agreements, the NEOs are entitled to base salary, incentive compensation
opportunities (both cash and equity) and other employee benefits made available to similarly situated
executives. In addition, we are generally obligated to pay certain non-change in control severance
benefits under the Employment Agreements if we terminate the employment of an NEO for a reason
other than Cause or upon an NEO’s disability, or if the executive resigns for Good Reason based on
certain compensation reductions or other described types of changes detrimental to the NEO’s role. To
receive his or her severance benefits, an NEO must satisfy the terms of the Employment Agreement,
including the timely execution by the NEO of a release of claims against the Company and, in situations
involving resignation for Good Reason, provision of timely notice to the Company of the executive’s
asserted Good Reason basis for resignation.

The Employment Agreements also provide for enhanced severance benefits upon the occurrence of a
“second trigger” (Company termination of an NEO’s employment without Cause or resignation by the
NEO for Good Reason) following a qualifying change in control of the Company.

See “Potential Payments upon Termination of Employment or Change in Control” beginning on
page 75 for a description of the Company’s obligations to the NEOs under various described
employment termination scenarios, either before or after a change in control. See also the tables in that
section that set forth the estimated values and details of the termination benefits payable to the NEOs
under those circumstances.

In addition, the Employment and CRC Agreements signed in 2023 provide for, among other terms:

• No Gross-up on Severance Benefits – The Company does not provide any tax gross-up on

severance benefits, including in connection with any change in control. If any change in control-
related severance amounts otherwise would constitute “excess parachute payments” subject to
the excise tax imposed under Section 4999 of the Internal Revenue Code, the payment will be
reduced to the safe harbor amount in a manner determined by the Company.

• No Gross-up on Benefit Continuation – There will be a continuation of medical benefit coverage

to be provided by the Company for a period after employment is terminated in certain
circumstances. Any tax resulting from these payments will be the executive’s responsibility.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

• No Walk Away Provision – Executives do not have the ability to voluntarily terminate their
employment following a change in control and receive severance benefits without the
occurrence of a “double trigger,” namely events or circumstances constituting Good Reason (as
defined in the Employment Agreements). Executives will have the right to terminate their
employment for Good Reason within 24 months after a change in control and receive severance
and other benefits.

• Confidentiality, Non-Solicitation and Non-Competition Covenants – Our NEOs must comply with
certain confidentiality, non-solicitation and non-competition covenants contained in the CRC
Agreements, both during and following their employment with the Company.

Mr. Scudder’s employment and restrictive covenants agreements with First Midwest include similar
provisions and covenants.

The Employment and CRC Agreements were entered into after the Compensation Committee
reviewed their material terms and both existing and emerging market practices with respect to such
arrangements. Based on information and input provided by WTW, the Compensation Committee
determined that the total compensation and benefits provided in the Employment Agreements,
including the severance benefits in different employment termination scenarios, were consistent with
prevailing market practices. The Compensation Committee regularly reviews the Company’s
employment agreements and uses peer data and input from WTW to determine whether these
arrangements continue to be consistent with prevailing market practices and appropriate for the
Company.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of SEC Regulation S-K with management and, based on such review and
discussions, the Compensation Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee

Daniel S. Hermann, Chairperson
Barbara A. Boigegrain
Kathryn J. Hayley
Peter J. Henseler
Thomas E. Salmon
Rebecca S. Skillman

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

2023 SUMMARY COMPENSATION TABLE
The table below provides information regarding compensation earned by our Chief Executive Officer,
Chief Financial Officer and the other four executive officers named below employed at the end of 2023
who were our most highly compensated for 2023 (our “Named Executive Officers” or “NEOs”):

Change in

Pension Value
and Nonqualified
Deferred

Non-Equity
Incentive Plan Compensation
Compensation
(5)

Earnings
(6)

Name and Principal Position Year
James C. Ryan, III

Chief Executive Officer

Michael L. Scudder

Executive Chairman

Mark G. Sander

President and Chief
Operating Officer
James A. Sandgren
CEO, Commercial
Banking

Brendon B. Falconer

Senior EVP and Chief
Financial Officer (9)

Kendra L. Vanzo

Senior EVP and Chief
Administrative Officer

Salary
(1)

Bonus
(2)

Stock
Awards
(3)(4)

2023 $1,144,423 $
— $3,011,947 $
2022 $1,069,231 $
— $7,736,725 $
— $1,540,832 $
2021 $ 913,462 $
2023 $1,029,981 $2,700,000 $2,710,762 $
— $2,529,206 $
2022 $ 834,231 $
2021 $
— $
— $
— $
2023 $ 743,269 $1,775,000 $ 975,124 $
— $ 913,859 $
2022 $ 604,231 $
— $
2021 $
— $
— $
— $ 687,584 $
2023 $ 620,192 $
— $3,391,654 $
2022 $ 593,269 $
2021 $ 561,539 $
— $ 580,069 $
2023 $ 590,385 $ 125,000 $ 720,092 $
— $1,288,518 $
2022 $ 535,577 $
2021 $ 465,769 $
— $ 362,536 $
2023 $ 445,192 $ 125,000 $ 360,044 $
— $1,027,980 $
2022 $ 415,385 $
— $ 271,911 $
2021 $ 369,231 $

2,145,793 $
2,673,077 $
1,370,192 $
1,931,214 $
2,388,461 $
— $
947,668 $
1,186,240 $
— $
790,745 $
1,008,558 $
715,962 $
708,461 $
856,923 $
523,990 $
434,062 $
540,000 $
360,000 $

— $

Total
(8)

All
Other
Compensation
(7)
214,656 $ 6,523,511
178,956 $11,657,989
132,005 $ 3,971,101
208,198 $ 8,626,166
238,512 $ 5,990,410
—
147,525 $ 4,680,339
150,294 $ 2,854,624
—
92,342 $ 2,190,863
87,943 $ 5,081,424
79,059 $ 1,948,773
75,067 $ 2,219,005
41,385 $ 2,722,403
23,561 $ 1,375,934
50,204 $ 1,414,502
43,658 $ 2,027,023
35,416 $ 1,044,731

— $

6,692 $
— $
14,610 $
46,011 $
— $
— $
91,753 $
— $
— $
— $
— $
12,144 $
— $
— $
78 $
— $
— $
8,174 $

(1) Base salary increases are generally effective in March during the calendar year.
(2) The “Bonus” column reflects: (a) for Messrs. Scudder and Sander, the first of two equal retention award payments under their
respective letter agreements, payable on February 15, 2023 and February 15, 2024; and (b) for Mr. Falconer and Ms. Vanzo, the
first of two installments of one-time performance-based cash Merger integration-related awards described in last year’s proxy
statement.

(3) Stock awards included in this column consist entirely of performance share units and service-based restricted stock granted

under our Equity Incentive Plan. The grant date value of the awards is determined under FASB ASC Topic 718. For
performance share units, the grant date value reflected above is based on the number of units that would be earned at
target performance. The value of the awards assuming the highest level of performance conditions are achieved for the 2023,
2022 and 2021 awards, respectively (or for Messrs. Scudder and Sander, 2023 and 2022), would be: Mr. Ryan ($4,839,604,
$9,418,857 and $2,103,920); Mr. Scudder ($4,355,656 and $4,043,116); Mr. Sander ($1,469,615 and $1,369,422); Mr. Sandgren,
$1,036,263, $3,715,132 and $792,054); Mr. Falconer ($1,085,256, $1,585,033 and $495,020); and Ms. Vanzo ($542,624, $1,194,611 and
$371,274). For the number of shares of performance share units and service-based restricted stock awarded in 2023, please
refer to the table under “Grants of Plan-Based Awards during 2023.”

(4) Stock awards for 2022 also include the following one-time, performance-based integration awards that were issued in

connection with the First Midwest Merger and earned based on the achievement of certain Merger-related cost savings:
Mr. Ryan, 296,063 performance share units (grant date value of $4,926,488); Mr. Sandgren, 164,829 performance share units
($2,742,755); Mr. Falconer, 41,689 performance share units ($693,705); and Ms. Vanzo, 41,689 performance share units
($693,705). These one-time awards were described in the proxy statement relating to our 2023 annual meeting.

(5) These amounts reflect annual cash incentive compensation awards earned under the AICP.
(6) None of our executives have any benefit under the Company's remaining frozen defined benefit pension plan. Any amounts
listed for 2023, 2022, and 2021 represent the amount of the executive’s earnings credited under our Executive Deferred
Compensation Plan in excess of the earnings that would have been credited using the applicable federal long-term rate, with
compounding (as described by Section 1274(d) of the Internal Revenue Code).

(7) The amounts specified in the “All Other Compensation” column include perquisites, Company contributions to defined

(8)

contribution plans, cash dividends on restricted stock and life insurance premiums. Please refer to the additional detailed
information in the next table captioned “All Other Compensation for 2023.”
In 2022, through its transformational Merger with First Midwest, the Company more than doubled in size. As a result, the
compensation of our NEOs (other than Mr. Scudder) increased in 2023 and 2022 as compared to 2021 to reflect the expanded
scope of the NEOs’ responsibilities at a significantly larger organization, as well as to reflect comparability with the
compensation of executives of companies in our peer group and relevant market data. The 2022 compensation for
Messrs. Ryan, Sandgren and Falconer and Ms. Vanzo also included one-time, Merger integration-related performance share
unit awards (see Note 4).

(9) Mr. Falconer was placed on leave effective April 1, 2024.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ALL OTHER COMPENSATION FOR 2023

Company

COMPENSATION TABLES

Name

James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Perquisites Contributions

& Other
Personal
Benefits (1)

to Defined
Contribution
Plans (2)

Cash
Dividends on
Restricted

Stock

Life
Insurance
Premiums (3)

$
$
$
$
$
$

21,029 $
360 $
25,265 $
5,240 $
2,014 $
— $

121,971 $
15,250 $
16,829 $
65,462 $
52,287 $
38,769 $

69,079 $
190,269 $
103,756 $
20,236 $
19,471 $
10,438 $

2,577 $
2,319 $
1,675 $
1,404 $
1,295 $
997 $

Total
214,656
208,198
147,525
92,342
75,067
50,204

(1) Mr. Ryan had personal use of the Company airplane valued at $19,343 and received Company executive physical benefits of
$1,686. Messrs. Sander and Sandgren received country club membership benefits of $12,905 and $5,240, respectively, for
business development purposes. Mr. Sander also received an auto allowance benefit of $12,000 and a cell phone allowance
benefit of $360.

(2)

“Company Contributions to Defined Contribution Plans” include the following amounts contributed by the Company to the
Company’s 401(k) Plan and Executive Deferred Compensation Plan, respectively, for the following NEOs: Mr. Ryan: $15,250
and $106,721; Mr. Scudder: $15,250 and $0; Mr. Sander: $16,829 and $0; Mr. Sandgren: $15,250 and $50,212; Mr. Falconer: $15,250
and $37,037; and Ms. Vanzo: $15,250 and $23,519.

(3) Amounts in this column reflect life insurance premiums paid for each listed NEO. Executive officers receive group life

coverage equal to two times base salary.

GRANTS OF PLAN-BASED AWARDS DURING 2023

Name
(a)

James C. Ryan, III

Michael L. Scudder

Mark G. Sander

James A. Sandgren

Brendon B. Falconer

Kendra L. Vanzo

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (3)
(i)

All Other
Exercise Grant
Option
Date Fair
or Base
Awards:
Value of
Price of
Number of
Stock and
Securities
Option
Underlying Awards
Options
Options (4) per Share Awards (5)
(k)

(j)

(l)

Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)

Grant
Date
(b)

Threshold
(c)

Target

(d)

Maximum Threshold Target

Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
Maximum
(h)

(g)

(f)

3/1/2023 $ 715,265
—
3/1/2023
—
3/1/2023
3/1/2023 $ 643,738

—
3/1/2023
—
3/1/2023
3/1/2023 $ 315,890
—
3/1/2023
—
3/1/2023
3/1/2023 $ 263,582
—
3/1/2023
—
3/1/2023
3/1/2023 $ 236,154
—
3/1/2023
—
3/1/2023
3/1/2023 $ 144,688
—
3/1/2023
—
3/1/2023

$1,430,529
—
—
$1,287,476

—
—
$ 631,779
—
—
$ 527,163
—
—
$ 472,308
—
—
$ 289,375
—
—

(e)

$2,861,058
—
—
$2,574,952

—
—
$1,263,558
—
—
$1,054,326
—
—
$ 944,615
—
—
$ 578,750
—
—

—
50,726
—
—

45,654
—
—
13,725
—
—
9,678
—
—
10,135
—
—
5,068
—

—
101,452
—
—

91,307
—
—
27,449
—
—
19,355
—
—
20,270
—
—
10,135
—

—
202,904
—
—

182,614
—
—
54,898
—
—
38,710
—
—
40,540
—
—
20,270
—

—
—
67,635
—

—
60,872
—
—
27,449
—
—
19,355
—
—
20,270
—
—
10,135

—
—
—
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
$ 1,827,658
$ 1,184,289
—

$
$

$ 1,644,894
$ 1,065,869
—
494,492
480,632
—
348,678
338,906
—
365,164
354,928
—
182,580
177,464

$
$

(1) All non-equity incentive plan awards in 2023 were made under the AICP.

(2) The shares in Columns (f), (g), and (h) represent performance share units granted under the Equity Incentive Plan. These

performance share unit awards are based upon the Company’s relative performance compared to the other companies in
the KRX Index, with 50% of the total award based upon TSR and the other 50% of the award based upon ROATCE. The
performance period for 100% of these performance-based awards for TSR and ROATCE is the three-year period ending
December 31, 2025, with the restriction period ending on March 15, 2026. Dividends accrue on earned shares and are paid in
shares of Company common stock once the award is earned.

(3) Column (i) represents shares of service-based restricted stock granted under the Equity Incentive Plan that vest in three

substantially equal installments on March 1 of 2024, 2025 and 2026. Vesting is generally contingent upon the NEO remaining
employed during the required service period. NEOs are entitled to dividends on the restricted stock during the vesting
period.

(4) No stock options were granted in 2023.
(5) The fair market value of the service-based restricted stock reported in Column (l) is the grant date value of the awards based
on the closing stock price. The fair market value of the performance-based performance share units reported in Column (l) is

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

the grant date value based on the closing stock price less the present value of dividends expected to be paid during the
requisite performance period. A Monte-Carlo simulation is used to determine the fair market value of the relative
performance share units.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

Name
James C. Ryan, III

Michael L. Scudder

Mark G. Sander

James A. Sandgren

Brendon B. Falconer

Kendra L. Vanzo

Stock Awards (1)

Number of
Shares or Units
of Stock that
Have Not Vested

87,882 (2)
42,394 (3)
67,635 (4)
77,988 (5)
38,155 (3)
60,872 (4)
45,168 (5)
17,223 (3)
27,449 (4)
33,085 (2)
12,230 (3)
19,355 (4)
20,677 (2)
11,210 (3)
20,270 (4)
15,508 (2)
6,300 (3)
10,135 (4)

Market Value of
Shares or Units
of Stock that
Have Not Vested
1,484,327
716,035
1,142,355
1,317,217

644,438
1,028,128
762,888
290,896
463,614
558,806
206,565
326,906
349,235
189,337
342,360
261,930
106,407
171,180

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units, or
Other Rights that
Have Not Vested
—

204,428 (6)
210,480 (7)

—

183,984 (6)
189,432 (7)

—

55,364 (6)
56,948 (7)

—

39,312 (6)
40,156 (7)

—

36,036 (6)
42,054 (7)

—

20,250 (6)
21,026 (7)

$
$

Equity Incentive
Plan Awards:
Market or Payout Value
of Unearned Shares, or
or Other Rights that
Have Not Vested
—
3,452,789
3,555,007
—
3,107,490
3,199,506
—
935,098
961,852
—
663,980
678,235
—
608,648
710,292
—
342,023
355,129

$
$

(1) The table values are based on a stock price of $16.89, which is the closing price of our stock as reported by Nasdaq on

December 29, 2023, which was the last trading day of the year.

(2) Listed shares and amounts include service-based restricted stock granted in 2021 for which the final installment vested on

February 1, 2024 and performance share units granted in 2021 that were approved as earned at target as a part of the Merger
with First Midwest and that vested on February 22, 2024.

(3) Listed shares and amounts include service-based restricted shares granted in 2022 that will become vested in two

substantially equal installments on March 2 of 2024 and 2025.

(4) Listed shares and amounts include service-based restricted shares granted in 2023 that will become vested in three

substantially equal installments on March 1 of 2024, 2025 and 2026.

(5) Listed shares and amounts include service-based restricted stock granted in 2021 that vested on February 17, 2024 and

performance-based performance share units granted in 2021 that were approved as earned at target as a part of the Merger
with First Midwest and that vested on March 15, 2024.

(6) This award represents performance share units granted in 2022 under the Equity Incentive Plan. Each such performance
share unit award is based upon the Company’s relative performance compared to the other companies in the KRX Index,
with 50% of the total award based upon TSR and the other 50% of the award based upon ROATCE. The performance period
for all these performance-based awards for TSR and ROATCE is the three-year period ending December 31, 2024, with the
restriction period ending on March 15, 2025. Dividends accumulate on earned shares and are paid in additional shares of
Company common stock upon vesting. The number of performance share units and shares shown in the table assumes
maximum performance has been achieved. With respect to Messrs. Ryan, Scudder, Sander, Sandgren and Falconer and
Ms. Vanzo: the number of shares that would result from threshold performance would be 51,107, 45,996, 13,841, 9,828, 9,009
and 5,063, respectively; and the number of shares that would result from target performance would be 102,214, 91,993, 27,683,
19,657, 18,018 and 10,125, respectively.

(7) This award represents performance share units granted in 2023 under the Equity Incentive Plan. Each such performance
share unit award is based upon the Company’s relative performance compared to the other companies in the KRX Index,
with 50% of the total award based upon TSR and the other 50% of the award based upon ROATCE. The performance period
for all these performance-based awards for TSR and ROATCE is the three-year period ending December 31, 2025, with the
restriction period ending on March 15, 2026. Dividends accumulate on earned shares and are paid in additional shares of
Company common stock upon vesting. The number of performance share units and shares shown in the table assumes
maximum performance has been achieved. With respect to Messrs. Ryan, Scudder, Sander, Sandgren and Falconer and
Ms. Vanzo: the number of shares that would result from threshold performance would be 52,620, 47,358, 14,237, 10,040, 10,513
and 5,258, respectively; and for target performance, the number of shares for such NEOs would be 109,028, 98,125, 29,499,
20,801, 21,784 and 10,891, respectively.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

OPTION EXERCISES AND STOCK VESTED IN 2023

COMPENSATION TABLES

Name
James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Stock Awards
Number of
Shares Acquired
on Vesting
408,100
104,866
59,374
211,361
68,818
61,326

$
$
$
$
$
$

Value
Realized on
Vesting
7,143,471
1,690,463
959,494
3,700,895
1,204,312
1,073,637

2023 NONQUALIFIED DEFERRED COMPENSATION

Name
James C. Ryan, III

Contributions Contributions
in Last Fiscal
Year (2)

in Last Fiscal
Year (1)

Executive

Company Aggregate

Earnings

Aggregate
in Last Fiscal Withdrawals/

Aggregate
Balance at
Last Fiscal
Year (3) Distributions Year End (4)

ONB Executive Deferred Compensation Plan

Michael L. Scudder

ONB Executive Deferred Compensation Plan
FMBI Nonqualified Retirement Plan
FMBI Nonqualified Stock Option Gain Deferral
Plan

Mark G. Sander

305,400 $

106,721 $

73,038

— $ 1,424,267

372,998
—

— $
— $

14,645
79,700

— $
— $

387,644
562,704

—

— $

(1,872)

— $

71,650

ONB Executive Deferred Compensation Plan
FMBI Nonqualified Retirement Plan

503,654
$
$ 1,126,928

— $
— $

19,597
162,081

523,251
— $
— $ 1,431,307

James A. Sandgren

ONB Executive Deferred Compensation Plan

Brendon B. Falconer

ONB Executive Deferred Compensation Plan

Kendra L. Vanzo

ONB Executive Deferred Compensation Plan

130,300 $

50,212 $

29,212

— $

745,834

17,712 $

37,037 $

5,085

— $

123,682

57,875 $

23,519 $

15,595

— $

468,946

(1) Mr. Sander's contribution to the First Midwest Bancorp plan represents the portion of his 2022 annual incentive he elected to
defer into company-sponsored Nonqualified Deferred Compensation plans prior to the closing of the February 15 ,2022
Merger with First Midwest.

(2) These amounts are also included under “All Other Compensation” in the “2023 Summary Compensation Table” on page 68.
(3) Of the 2023 balances reported in this column, the amounts of $6,692, $46,011 and $91,753 with respect to Messrs. Ryan,
Scudder and Sander, respectively, were reported under the “Change in Pension Value and Nonqualified Deferred
Compensation” column of the “2023 Summary Compensation Table” on page 68.

(4) Of the 2023 balances reported in this column, the amounts of $259,739, $68,382, $46,870, $165,931, $16,553, and $66,449 with

respect to Messrs. Ryan, Scudder, Sander, Sandgren and Falconer and Ms. Vanzo, respectively, were reported in the Summary
Compensation Tables for prior years.

NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENTS

Introduction

In 2023, we entered into new Employment Agreements with each NEO other than Mr. Scudder,
effective as of June 28, 2023. The Employment Agreements with Messrs. Ryan, Sander, Sandgren and
Falconer and Ms. Vanzo reflected substantially the same key employment-related terms and conditions
as those in their prior employment agreements that were replaced and superseded by the new
Employment Agreements. However, certain confidentiality obligations and restrictive covenants in their
prior agreements were aligned and consolidated into separate CRC Agreements with those NEOs, also
effective on June 28, 2023. In addition, the new Employment Agreements with Messrs. Ryan, Sandgren

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

and Sander preserved and carried forward certain terms from their respective, previously signed letter
agreements with Old National (for Messrs. Ryan and Sandgren) and First Midwest (for Mr. Sander) that
are described below.

Mr. Scudder did not enter into a new employment agreement or restrictive covenants agreement with
the Company in 2023. Instead, the Company assumed in the Merger his existing First Midwest
employment agreement dated June 18, 2018, as amended and restated, his companion 2018 First
Midwest restrictive covenants agreement and a separate May 2021 letter agreement he had signed with
First Midwest in connection with the Merger. Mr. Scudder’s letter agreement provided for his role as
Executive Chairman of the Company after the Merger closing and, following his retirement on
January 31, 2024, his service to the Company through February 15, 2025, as well as his compensation and
benefits for such service. See below under “Letter Agreements in Connection with the First Midwest
Merger – Letter Agreement with Michael L. Scudder.”

Overview of Employment and CRC Agreements

Our new Employment Agreements with each NEO, other than Mr. Scudder, provide for an initial term
that ended on December 31, 2023, with automatic, successive one-year extensions unless the NEO or
the Company provides written notice of non-renewal to the other at least 60 days before the end of the
applicable year. All such Employment Agreements renewed and remain in effect.

The new Employment Agreements set forth the position, responsibilities and annual compensation,
among other items, of each NEO. In general, under their Employment Agreements, NEOs are entitled to
a base salary, incentive compensation opportunities (both cash and equity) and other employee
benefits as determined by the Board. With respect to Mr. Scudder, his letter agreement sets the terms
of his post-Merger position and compensation.

The Employment Agreements require the Company to make severance payments upon certain
employment terminations, including upon an involuntary termination of the executive’s employment
(other than for Cause) or a resignation of employment by the executive for Good Reason, either prior to
or following a Change in Control of the Company (as such terms are defined in the Employment
Agreements). Termination of employment also may impact outstanding equity awards, as well as
benefits payable under employee benefit plans. Mr. Scudder’s letter agreement provides that, in lieu of
severance benefits under his First Midwest employment agreement, upon any employment
termination without Cause or resignation for Good Reason (as defined in his First Midwest employment
agreement) during his three-year, post-Merger service to the Company, he would be entitled to receive
the value of the compensation he would have earned for the remainder of such three-year service
period as if such termination had not occurred. See “Potential Payments upon Termination of
Employment or Change in Control.”

The CRC Agreements with our NEOs (other than Mr. Scudder), and Mr. Scudder’s 2018 restrictive
covenants agreement with First Midwest, contain confidentiality, non-solicitation and non-competition
provisions applicable to the executive. The confidentiality terms in those agreements apply during and
after the NEO’s employment. Under the CRC Agreements, the non-solicitation and non-competition
provisions apply during employment and remain in effect for a period of one year following any
employment termination, subject to extension for any period in which the executive is in breach of
those provisions. Under his First Midwest restrictive covenants agreement, Mr. Scudder is subject to
non-solicitation and non-competition provisions that remain in effect for two years following any
employment termination, subject to similar extension for any breaches. In addition, Mr. Scudder’s letter
agreement extended his non-competition provisions to continue for five years after the First Midwest
Merger closing.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

Letter Agreements in Connection with the First Midwest Merger

As described in our earlier proxy statements relating to our 2023 annual meeting of shareholders and
our Merger with First Midwest, at the time the Merger was announced, Messrs. Ryan and Sandgren
entered into letter agreements with the Company, and Messrs. Scudder and Sander entered into letter
agreements with First Midwest, in each case amending their earlier employment arrangements with
the Company or First Midwest, as applicable. As part of the Merger, the Company assumed the First
Midwest employment and letter agreements with Mr. Scudder, which remain in effect, as well as the
prior First Midwest employment and letter agreements with Mr. Sander. Mr. Sander’s new 2023
Employment Agreement largely replaces those prior First Midwest agreements, but expressly
incorporates and preserves certain of their terms, as described below.

Letter Agreements with James C. Ryan, III and James A. Sandgren

The Company’s May 2021 letter agreements with Messrs. Ryan and Sandgren provided that those
executives waived any right to claim that the Merger constituted a “Change in Control” under their
respective prior employment agreements. In his letter agreement, Mr. Ryan further agreed that not
serving in the role as Chairman of the Board of Directors of the Company following the Merger would
not constitute “Good Reason” under his prior agreement, as long as he was elected as Chairman of the
Board of Directors as of the second anniversary of the Merger closing. In accordance with that letter
agreement term, which was preserved in his Employment Agreement, Mr. Ryan became the Chairman
of the Board of Directors on February 1, 2024, following Mr. Scudder’s January 31, 2024 retirement as the
Company’s Executive Chairman. Similarly, Mr. Sandgren agreed that his not serving as the Company’s
President and Chief Operating Officer following the Merger would not constitute “Good Reason” under
his prior employment agreement. The Company sought these waivers in the letter agreements with
Messrs. Ryan and Sandgren, and preserved the same terms in their 2023 Employment Agreements, so
that the executives would not be entitled to severance compensation as a result of the First Midwest
Merger and these related organizational changes.

In consideration of these provisions, the letter agreements provided for Messrs. Ryan and Sandgren to
receive integration awards, which were granted upon the Merger closing in the form of performance
share units under our Equity Incentive Plan. Those one-time, performance-based equity integration
awards were earned in early 2023 and vested on March 1, 2023.

The letter agreements with Messrs. Ryan and Sandgren also provided that, upon any post-Merger
termination of their employment by the Company without Cause or by their Good Reason resignation
(as such terms were defined in their prior employment agreements), any Company equity awards that
were outstanding as of the Merger closing and then remained unvested would accelerate and vest in
full. Their 2023 Employment Agreements preserved this treatment.

Letter Agreement with Michael L. Scudder

The letter agreement with Mr. Scudder provided that, as of the Merger closing, he would no longer
serve as Chief Executive Officer of First Midwest or Old National and that such changes to Mr. Scudder’s
role and responsibilities would not constitute “Good Reason” as defined in Mr. Scudder’s First Midwest
employment agreement. Mr. Scudder’s letter agreement further provided for his service as the
Executive Chairman of Old National for a two-year period following the Merger closing and for his non-
executive service to the Company for an additional period thereafter through February 15, 2025 (with his
entire three-year service period from and after the Merger closing referred to as the “Service Period”).
Upon Mr. Scudder’s January 31, 2024 retirement as the Company’s Executive Chairman, he commenced
service as a non-executive employee of the Company for the remainder of the Service Period.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

Under his letter agreement, Mr. Scudder receives annual compensation (including base salary, annual
bonus and annual equity award grants) during the Service Period that is set at 90% of that received by
the Company’s Chief Executive Officer. In addition, Mr. Scudder receives the same perquisites, office
space and administrative support during the Service Period as had been provided to him immediately
before the Merger closing. The Company also agreed to provide Mr. Scudder with indemnification, and
maintain directors’ and officers’ liability insurance for him, throughout the Service Period to the same
extent as it does for its other officers. Upon completion of the Service Period, Mr. Scudder will receive a
final prorated annual bonus, calculated based on time worked during the calendar year in which his
Service Period ends and the applicable target bonus for that year. In addition, at the conclusion of the
Service Period, any of his Company equity awards that then remain outstanding will accelerate and vest
in full (unless such award is subject to a performance condition, in which case it will remain subject to
such condition).

In lieu of any severance Mr. Scudder would have been entitled to receive under his First Midwest
employment agreement in connection with the Merger, Mr. Scudder’s letter agreement provided for
him to receive a cash-based retention award equal to $5.4 million. In accordance with those letter
agreement terms, 50% of the retention award amount was paid to him on February 15, 2023, and the
final 50% was paid on February 15, 2024, the first and second anniversaries of the Merger closing,
respectively, in each case less required tax withholdings.

As contemplated by the Merger Agreement, any First Midwest equity awards granted to Mr. Scudder
prior to the Merger that were outstanding at the Merger closing were converted to equity awards of the
Company. Pursuant to his letter agreement, upon any termination of Mr. Scudder’s employment
without “Cause” by the Company following the Merger or due to his death or disability or a resignation
by Mr. Scudder for “Good Reason” (as those terms are defined in his First Midwest employment
agreement), any such converted First Midwest equity awards that remained unvested would accelerate
and vest in full.

Under his letter agreement, if either the Company terminates Mr. Scudder’s service without “Cause” or
he resigns for “Good Reason” before the end of the Service Period, any unpaid salary and annual bonus
(based on target) and ungranted annual equity awards (based on prior year award dollar value) for the
remainder of the Service Period would be required to be paid to him in cash, subject to his execution of
a release in favor of the Company. In addition, upon any such early termination of the Service Period
without Cause by the Company or upon a resignation by Mr. Scudder during the Service Period for
Good Reason, any of his then outstanding, unvested Company equity awards would accelerate and vest
in full, except that any such equity awards subject to a performance condition would remain subject to
such condition.

In consideration of the compensation granted under his letter agreement, Mr. Scudder agreed to
extend his non-competition provisions to last a period of five years following the Merger closing, and to
expand the geographic scope of those provisions.

Letter Agreement with Mark G. Sander

Under his letter agreement, Mr. Sander agreed to serve as President and Chief Operating Officer of the
Company following the Merger closing, reporting directly to the Chief Executive Officer, but not serve
on the Board of Directors of the Company. Mr. Sander’s letter agreement provided that the
discontinuation of his role as a director of First Midwest and any other changes to his duties or
responsibilities at the Merger closing would not constitute “Good Reason” (as defined in Mr. Sander’s
then applicable First Midwest employment agreement).

Pursuant to his letter agreement, and in lieu of any severance Mr. Sander would have been entitled to
receive in connection with the Merger closing, the Company granted Mr. Sander a cash-based retention

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

award equal to $3.55 million. In accordance with his letter agreement, 50% of that retention award was
paid to him on February 15, 2023, and the remaining 50% was paid on February 15, 2024, the first and
second anniversaries of the Merger closing, respectively, in each case less required tax withholdings.

As contemplated by the Merger Agreement, First Midwest equity awards granted to Mr. Sander that
were outstanding at the time of the Merger were converted to equity awards of the Company.
Mr. Sander’s letter agreement provides that, upon any termination of his employment without “Cause”
by the Company following the Merger or due to his death or disability or upon a resignation by
Mr. Sander for “Good Reason,” as such terms were defined in his prior First Midwest agreement, any
such converted First Midwest equity awards that remained unvested would accelerate and vest in full.

Like the other NEOs (except for Mr. Scudder), Mr. Sander entered into new Employment and CRC
Agreements with the Company effective as of June 28, 2023. His new Employment Agreement largely
replaced and superseded his prior First Midwest employment agreement, but expressly preserved the
terms from his letter agreement providing for his waiver of Good Reason relating to the First Midwest
Merger, his retention bonus and the treatment of his equity awards outstanding at the Merger closing.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR
CHANGE IN CONTROL

The following scenarios take into account each termination of employment situation – voluntary
resignation (including retirement), death or disability, discharge for Cause, discharge without Cause and
resignation for Good Reason – both prior to and following a Change in Control of the Company (as such
terms are defined in the applicable NEO employment or letter agreement). The narrative and tables
below describe the severance or other additional amounts the Company would provide to the NEO or
the NEO’s beneficiaries as a result. These sections reflect certain assumptions we have made in
accordance with applicable SEC rules: that the hypothetical termination of employment or Change in
Control occurred on December 29, 2023; that restricted stock and performance share unit awards were
then earned (even when vesting would be deferred until some later regular vesting date), based on
target level performance in the case of performance share units; and that the value of a share of our
common stock on that day was $16.89, which is the closing price of our stock as reported by Nasdaq on
December 29, 2023, the last trading day of the year.

The descriptions below exclude payments and benefits that are not enhanced by a termination of
employment or Change in Control. These payments and benefits, which are referred to in the following
discussion as the NEO’s “vested benefits,” include:

• Base salary payable through the date of employment termination;

• Any other cash compensation earned through the date of termination but not paid, including
any amounts earned and vested but not paid under our annual cash incentive program;

• Benefits accrued under our 401(k) Plan, in which all employees may participate;

• Accrued vacation pay, group health plan continuation and other similar amounts payable when

employment terminates under programs applicable to our salaried employees generally;

• Balances accrued under our deferred compensation plans; and

• Service-based restricted stock and performance share units that have been earned and vested

prior to the employment termination or Change in Control.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

Voluntary Resignation; Retirement

Prior to an NEO achieving eligibility for retirement under our Equity Incentive Plan (age 55 with five
years of service), we are not obligated to pay any amounts over and above vested benefits in the event
of employment termination due to voluntary resignation. All unearned or unvested service-based
restricted stock and performance share units will lapse and not vest.

In the event of an NEO’s retirement, in addition to receiving vested benefits, the NEO will be treated as if
he or she had continued employment through the end of the applicable service vesting or performance
periods applicable to service-based restricted stock and performance share units awarded under our
Equity Incentive Plan. Service-based restricted stock will continue to vest per its original schedule as if
the NEO had remained employed. Any performance share units will be deemed earned (if performance
conditions are met), and will be vested and paid out in shares, on the regular vesting date after the end
of the performance period, also as if the NEO had remained employed for such period.

As of December 31, 2023, based upon age and years of service, Messrs. Scudder, Sander and Sandgren
and Ms. Vanzo meet the requirements to qualify for retirement upon any voluntary resignation. The
amount of the payments to Messrs. Scudder, Sander and Sandgren and Ms. Vanzo upon any such
retirement-eligible voluntary resignation is set forth in the following table:

Restricted Stock

Performance Share Units

Name
Michael L. Scudder (1) (2)
Mark G. Sander (2)
James A. Sandgren
Kendra L. Vanzo

Medical/Life &
Unvested Awards Performance Period Performance Period Outplacement

2023-2025

2022-2024

$
$
$

—

936,145 $
584,512 $
301,520 $

—

436,319 $
309,813 $
159,594 $

— $
463,614 $
326,906
171,180

33,575 $
132,054 $
— $
— $

Total

33,575
1,968,132
1,221,231
632,294

(1) Mr. Scudder would not be retirement eligible under his legacy First Midwest award agreements, which require the

attainment of age 65. In addition, pursuant to his letter agreement, Mr. Scudder cannot voluntarily retire during his three-year
Service Period. In a voluntary resignation without Good Reason, Mr. Scudder would forfeit his unvested Old National equity
awards.

(2) The respective employment agreements of Messrs. Scudder and Sander provide that, following employment termination for
any reason other than for Cause, the executive will be entitled to maintain health benefits coverage for himself, his spouse
and age-eligible dependents on the same basis as if the executive’s full-time employment continued until the executive and
his spouse are Medicare eligible and the executive’s dependents are no longer age eligible for coverage.

Death or Disability

In the event of an NEO’s death, in addition to payment of the NEO’s vested benefits, all unvested
performance share units and service-based restricted stock will automatically vest. For any service-
based restricted stock awards, the restriction period will be deemed to end on the date of death,
resulting in accelerated vesting of any remaining unvested balance of the award as of that date. For any
performance share unit awards, the performance share units covered by the award will be deemed
earned at target and vested upon an NEO’s death during the performance period. If an NEO dies after
the end of the applicable performance period but before the subsequent regular vesting (and share
distribution) date for that award, the NEO’s beneficiary will be entitled to the greater of target
performance or actual performance determined on the regular vesting date after the end of the
performance period, as if the NEO had remained employed through such date.

In the event of an NEO’s employment termination due to disability, in addition to payment of the NEO’s
vested benefits, the NEO will be treated as if he or she had continued employment through the end of
the applicable service vesting or performance periods (and until the regular vesting date after the end
of the performance period) for both service-based restricted stock and performance share units.
Service-based restricted stock will continue to vest per its original schedule as if the NEO had remained
employed. Any performance share units will be deemed earned (if performance conditions are met),

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

and will be vested and paid out in shares, on the regular vesting date after the end of the performance
period, also as if the NEO had remained employed for such period.

Name
James C. Ryan, III
Michael L. Scudder
Mark G. Sander
James A. Sandgren
Brendon B. Falconer
Kendra L. Vanzo

Restricted Stock Awards Performance Share Units

Retention
Award

Medical/Life &

Number

Value

Number

Value

Payments (1) Outplacement (2)

Total

118,056 $ 1,993,966
115,739 $ 1,954,832
936,145
584,512
563,602
301,520

55,426 $
34,607 $
33,369 $
17,852 $

196,838 $ 3,324,594
177,154 $ 2,992,131 $
899,933 $
636,719
626,349 $
330,774 $

53,282 $
37,698 $
37,084 $
19,584 $

—

2,700,000 $
1,775,000 $

—
125,000
125,000

— $ 5,318,560
33,575 $ 7,680,538
132,054 $ 3,743,132
— $ 1,221,231
— $ 1,314,951
757,294
— $

(1) The respective letter agreements of Messrs. Scudder and Sander and the respective award agreements of Mr. Falconer and
Ms. Vanzo provide that any unpaid portion of their retention awards must be paid in a lump sum following the NEO’s death
or disability.

Termination for Cause

We are not obligated to pay any amounts over and above vested benefits if an NEO’s employment is
terminated for Cause. Under the Company’s Employment Agreements with NEOs (other than
Mr. Scudder), “Cause” generally includes the NEO’s (i) material failure to perform the duties under his or
her Employment Agreement, (ii) breach of a material term, condition or covenant of the NEO’s
Employment Agreement; (iii) act or failure to act constituting willful misconduct or gross negligence
that is materially injurious to the Company or any of its affiliated companies or its business or
reputation; (iv) material failure to comply with the Company’s then effective Code of Business Conduct
and Ethics, Code of Ethics for CEO and Senior Financial Officers or Employee Handbook, or the rules,
procedures and policies of the Company or any affiliated company; (v) the requirement or direction of a
federal or state regulatory agency or government authority with jurisdiction over the Company or any
affiliated company that the NEO be removed from his or her position or an order by such government
agency or authority seeking civil monetary penalties as a result of the NEO’s past acts or omissions; and
(vi) indictment, guilty plea or conviction of a felony or a lesser criminal offense involving dishonesty,
breach of trust or moral turpitude. In certain of these situations, the Employment Agreements require
written notice from the Company and a failure by the NEO to correct the failure or breach within
90 days after receiving such notice.

Under Mr. Scudder’s First Midwest employment agreement that was assumed by the Company,
“Cause” generally means the executive’s (i) willful and continued failure to perform substantially the
duties of his employment (for not less than 15 days after Company notice), (ii) engagement in illegal
conduct, an act of dishonesty or gross misconduct relating to the performance of his duties,
(iii) conviction of a crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety
(other than one based on vicarious liability solely as a result of his position with the Company), or
(iv) willful violation of a material requirement of any applicable code of ethics or standards of conduct of
the Company or his fiduciary duty to the Company. To be willful for such purposes, Mr. Scudder must
have acted in bad faith or without a reasonable belief that his act or omission was in the best interests
of the Company. To support an employment termination for Cause, the Company must give notice to
Mr. Scudder of any acts constituting “Cause” and he must fail to remedy the situation within 15 days
after his receipt of such notice.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

Qualifying Termination (Termination without Cause or Resignation for Good Reason)

We are generally obligated to pay certain severance benefits to our NEOs in the event of a qualifying
termination of their employment. A qualifying termination includes an involuntary termination of an
NEO’s employment without Cause or a resignation by such NEO for Good Reason, whether prior to or
following a Change in Control of the Company.

Good Reason

As defined in the 2023 Employment Agreements, “Good Reason” generally includes: (i) a material
reduction in the NEO’s authority, duties or responsibilities with the Company; (ii) a reduction in the
NEO’s base salary or total compensation opportunity, other than one that affects similarly situated
executives in substantially the same proportions; (iii) a material adverse change to the NEO’s title, other
than a change made in connection with broader organizational changes, restructuring or realignment
that affects similarly situated executives in substantially the same manner; (iv) a change in the primary
location at which the NEO is required to perform the duties of his or her employment to a location that
is more than 50 miles from the location at which his or her office is located on the effective date of the
Employment Agreement; or (v) the Company’s breach of a material term, condition or covenant of the
Employment Agreement. Mr. Ryan’s employment agreement includes a definition of Good Reason with
some additional elements, including one based on a change in his reporting relationship to someone
other than the Company’s Board of Directors. Under the 2023 Employment Agreements, a resignation
for “Good Reason” requires that the NEO send the Company a written notice of his or her intent to
invoke Good Reason within 60 days of the occurrence of the underlying conditions, and then afford the
Company 30 days after receiving the NEO’s notice to remedy such conditions. Should the Company fail
to correct the conditions within the 30-day cure period, the NEO must resign for Good Reason within
the next 30 days after the end of such period.

Mr. Scudder’s First Midwest employment agreement also contains a “Good Reason” definition. That
definition generally covers actions that result in a material diminution of his status, duties, authority,
responsibilities, office location (more than 35 miles away) or compensation from those contemplated in
that agreement, but as it is now modified by his letter agreement terms on his post-Merger roles,
compensation and Service Period. This Good Reason definition contemplates similar notice to, and a
30-day cure opportunity by, the Company, but affords Mr. Scudder 90 days from the event believed to
constitute Good Reason for his initial notice to the Company and a 90-day period following the end of
the Company’s cure period within which he may exercise a Good Reason resignation.

The respective letter agreements with Messrs. Ryan, Scudder, Sander and Sandgren contained waivers
of Good Reason relating to certain senior organizational changes that occurred in connection with the
Company’s Merger with First Midwest. Those waivers were preserved in the Company’s 2023
Employment Agreements with Messrs. Ryan, Sander and Sandgren.

Benefit Continuation

In addition to the severance payments described below, in a qualifying termination under the 2023
Employment Agreements (in both Change in Control and non-Change in Control situations),
Messrs. Ryan, Sander, Sandgren and Falconer and Ms. Vanzo would receive the following benefits: (i)
paid group medical coverage for the NEO and the NEO’s spouse and dependents for a period of 24
months; (ii) 18 months of term life insurance coverage in substantially the same amount as provided to
the NEO immediately before the NEO’s employment termination; and (iii) 24 months of outplacement
services.

Following an employment termination for any reason other than for Cause, Messrs. Scudder and Sander
will continue to receive health benefits coverage for themselves, their spouse and their age-eligible
dependents (and their spouse shall be entitled to maintain such coverage for herself and such eligible

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

dependents in the event of the NEO’s death) on the same basis as if the NEO’s full-time employment
continued until the NEO and his spouse are eligible for Medicare coverage and the NEO’s dependents
are no longer age eligible for coverage under the Company’s group health insurance policy. In those
circumstances, the NEO (or his spouse) would be required to pay the premium for such coverage on the
same cost-sharing basis as applicable to active, full-time Company employees.

COMPENSATION TABLES

Non-Change in Control Severance

In a qualifying termination not related to a Change in Control, severance benefits under the Company’s
Employment Agreements with the NEOs (other than Mr. Scudder) would include: (i) an amount equal
to the target annual cash bonus under the AICP for the calendar year in which the employment
termination occurs, prorated for the period of the NEO’s employment during that year (“Prorated
Annual Bonus”); and (ii) an amount equal to two times target cash compensation (the sum of the NEO’s
annual base salary and target annual cash bonus for the year in which the employment termination
occurs) for Messrs. Ryan, Sander, Sandgren and Falconer, and one times the same for Ms. Vanzo. Such
non-Change in Control cash severance benefits generally are payable within 60 days after the NEO’s
employment termination date, subject to the NEO’s provision within such 60-day period of a release of
claims against the Company.

Per his letter agreement, Mr. Scudder would not be entitled to severance in the event of a qualifying
termination during his three-year Service Period. In lieu of severance, Mr. Scudder would be entitled to
receive the value of the compensation he would have earned during the remainder of his three-year
Service Period had the termination not occurred. This would include remaining base pay, cash bonus
and the cash value for ungranted equity awards through February 15, 2025. See “Named Executive
Officer Employment Agreements – Letter Agreements in Connection with the First Midwest Merger –
Letter Agreement with Michael L. Scudder.”

Under the Company’s 2023 award agreements under the Equity Incentive Plan, upon a qualifying
termination of employment (not occurring within two years after a Change in Control), an NEO would
be entitled to a pro rata portion of the award, determined based on the NEO’s period of employment
during and relative to the applicable restriction period (for restricted stock) or performance period (for
performance share units), subject to the NEO’s provision of a release of claims against the Company
and, in the case of performance share units, the satisfaction of any performance conditions on the
regular vesting date (as if the NEO had remained in the Company’s employ through such date). For
awards made prior to 2023 under the Equity Incentive Plan, upon such a qualifying termination of the
NEO’s employment, any then unvested portion of the award generally would be subject to forfeiture,
unless the NEO was retirement eligible.

Non-
Change In Control
Severance Payments

Restricted
Stock

Performance Share Units

Name
James C. Ryan, III
Michael L. Scudder (1)
Mark G. Sander (2)(3)
James A. Sandgren (3)
Brendon B. Falconer (2)
Kendra L. Vanzo (2)(3)

Base
Salary

Short-Term
Incentive
$ 2,310,000 $ 2,887,500

Retention
and
Other
Award
Payments
—

2021 - 2023
Unvested

Awards
285,589

—

$ 1,500,000 $ 1,275,000 $ 1,775,000 $
$ 1,250,000 $ 1,062,500
— $
$ 1,200,000 $
450,000 $
$

— $ 8,038,432 $ 1,954,832 $
936,145 $
584,512 $
85,590
301,520 $

125,000
125,000 $

960,000 $
292,500 $

2022-2024
Performance
Period

2023-2025

Performance Medical/Life &
Outplacement

Period

— $
1,449,956 $
436,319 $
309,813 $

—

159,594 $

428,381 $
1,542,175 $
463,614 $
326,906 $
85,590 $
171,180 $

Total ($)
64,436 $ 5,975,906
33,575 $13,018,970
149,403 $ 6,535,481
49,950 $ 3,583,681
51,381 $ 2,507,561
41,711 $ 1,541,505

(1) As noted above, Mr. Scudder’s letter agreement provides that he would not be entitled to severance if his Company
employment is terminated during his three-year Service Period. In lieu of severance, Mr. Scudder would receive the
remaining value of the compensation he would have earned during his Service Period. The table above captures this
remaining value (from January 1, 2024 through February 15, 2025), as well as the then unvested value (as of January 1, 2024) of
the retention award granted per the terms of his letter agreement (with the second and final installment of such retention

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

award subsequently paid by the Company on February 15, 2024). As such, the compensation Mr. Scudder would receive for a
qualifying termination is reduced as he comes closer to the end of his three-year Service Period.

(2) The letter agreement of Mr. Sander and the respective award agreements of Mr. Falconer and Ms. Vanzo provide that any
unpaid portion of their retention awards must be paid in a lump sum following a qualifying termination of the NEO’s
employment.

(3) The values for the restricted stock and performance share units for Messrs. Sander and Sandgren and Ms. Vanzo in this table

reflect their retirement eligibility under the Equity Incentive Plan.

Severance Following a Change in Control

In a qualifying termination that occurs within 24 months after a Change in Control (as defined in the
Employment Agreements), the severance benefits would include: (a) a Prorated Annual Bonus; and
(b) for Messrs. Ryan, Sander, Sandgren and Falconer, a lump sum amount equal to three times target
cash compensation (in this Change in Control context, determined as described in the next sentence)
and, for Ms. Vanzo, two times such target cash compensation. For purposes of this Change in Control
severance, “target cash compensation” consists of the sum of: (i) the NEO’s annual base salary (for the
current year or, if greater, the year preceding the Change in Control); (ii) the target annual cash bonus
for the year of employment termination (or, if greater, the average of the annual cash bonus amounts
earned over the three years preceding the Change in Control); and (iii) an amount equal to 7.5% of the
NEO’s base salary on the employment termination date, representing the annual value of certain
retirement benefits and executive benefit programs. These Change in Control cash severance benefits
generally are payable within 60 days after the NEO’s employment termination date, subject to the
NEO’s provision within such 60-day period of a release of claims against the Company.

As previously described, the respective letter agreements with Messrs. Ryan, Sander and Sandgren
contained certain waivers relating to a Change in Control or Good Reason resulting from the First
Midwest Merger and certain related organizational changes, and those waivers were preserved in their
respective Employment Agreements. As a result, while each of those executives would be eligible for
severance under his respective Employment Agreement if his employment was terminated by the
Company without Cause or if he resigned for Good Reason, his eligibility to receive any enhanced
severance following a Change in Control would require a qualifying change in control event that
occurred subsequent to the closing of the First Midwest Merger.

Under his letter agreement, Mr. Scudder would not be entitled to severance in the event of a qualifying
termination during his three-year Service Period with the Company, including any such qualifying
termination following a Change in Control. In lieu of severance, Mr. Scudder would be entitled to receive
the remaining value of the compensation he would have earned during his three-year Service Period
had the employment termination not occurred.

Under the Company’s Equity Incentive Plan, upon a qualifying termination within two years after a
Change in Control, all outstanding service-based restrictions will lapse and vesting of all awards will be
accelerated to the employment termination date, with any performance conditions applicable to
performance share unit awards deemed to have been achieved at a target level.

Change In Control
Severance Payments

Restricted
Stock

Performance Share Units

Retention
and
Other
Award

2021-2023
Unvested

Payments Awards

Base

Short-
Term
Incentive
$ 3,465,000 $ 5,436,538

Salary

—

$ 2,250,000 $ 2,115,455 $ 1,775,000 $
— $
$ 1,875,000 $ 2,328,922
125,000 $
$ 1,800,000 $ 1,858,605 $
125,000 $
$ 900,000 $ 770,961 $

— $ 1,993,966 $
— $ 8,038,432 $ 1,954,832 $
936,145 $
584,512 $
563,602 $
301,520 $

2022-2024
Performance
Period
1,611,070 $
1,449,956 $
436,319 $
309,813 $
283,988
159,594 $

2023-2025
Performance
Period
1,713,524 $
1,542,175 $
463,614 $
326,906 $
342,360 $
171,180 $

Medical/
Life &
Outplacement

Total ($)
151,061 $ 14,371,159
33,575 $ 13,018,970
205,653 $ 8,182,186
96,825 $ 5,521,978
96,381 $ 5,069,936
75,461 $ 2,503,716

Name
James C. Ryan, III
Michael L. Scudder (1)
Mark G. Sander (2)(3)
James A. Sandgren (3)
Brendon B. Falconer (2)
Kendra L. Vanzo (2)(3)

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

COMPENSATION TABLES

(1) As noted above, Mr. Scudder’s letter agreement provides that he would not be entitled to severance if his Company
employment is terminated during his three-year Service Period. In lieu of severance, Mr. Scudder would receive the
remaining value of the compensation he would have earned during his Service Period. The table above captures this
remaining value (from January 1, 2024 through February 15, 2025), as well as the unvested value (as of January 1, 2024) of the
retention award granted per the terms of his letter agreement (with the second and final installment of such retention award
subsequently paid by the Company on February 15, 2024). As such, the compensation Mr. Scudder would receive for a
qualifying termination is reduced as he becomes closer to the end of his three-year Service Period.

(3) The values for the restricted stock and performance share units for Messrs. Sander and Sandgren and Ms. Vanzo in this table

are the same as those reflected in a retirement scenario, given their retirement eligibility, but the vesting of all such awards
would be accelerated upon a qualifying termination of their employment within two years after a Change in Control.

No Tax Gross-Ups

Under Internal Revenue Code Section 4999, a 20% excise tax is imposed on change in control payments
that are “excess parachute payments” within the meaning of Section 280G(b)(1). In general, the excess
parachute payment threshold above which excise taxes are imposed is 2.99 times the base amount
(which is the average W-2 compensation over five years). The 2023 Employment Agreements do not
contain tax gross-ups for any severance payments, including in connection with a Change in Control. If
any Change in Control-related severance payments otherwise would be subject to the excise tax, the
payments will be reduced to the safe harbor amount in a manner determined by the Company.

Restrictive Covenants

Under the 2023 CRC Agreements, the NEOs have agreed that any breach of their confidentiality, non-
solicitation and non-competition covenants will result in the immediate forfeiture of (i) any remaining
severance payments otherwise payable under their applicable employment or other agreements with
the Company and (ii) any unvested Company equity awards, as well as require their repayment to the
Company of any severance amounts received during any period any such NEOs were in breach of those
covenants. Under his letter agreement, Mr. Scudder reaffirmed the continuing effectiveness of the
comparable confidentiality, non-solicitation and non-competition covenants contained in his 2018 First
Midwest confidentiality and restrictive covenants agreement, with such letter agreement amending
the scope and length of his non-competition covenant, as described above.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

CEO PAY RATIO

We believe our executive compensation program must be externally competitive and internally
equitable to motivate our employees to create shareholder value. Our Compensation Committee
monitors the relationship between the compensation of our executive officers and our non-executive
team members. In this respect, the Compensation Committee considers the pay relationship based on
target compensation opportunities as well as actual compensation received. A majority of our executive
officers’ pay is variable based on performance. As such, pay ratios can change materially from year to
year.

For 2023,

• The median of the annual total compensation of all of our employees, other than Mr. Ryan, was

$62,828.

• Mr. Ryan’s annual total compensation, as shown in the Summary Compensation Table for 2023,

was $6,523,511.

• Based on this information, the ratio of the annual total compensation of Mr. Ryan to the median

of the annual total compensation of all employees is estimated to be 103.8 to 1.

• Mr. Ryan’s target total direct compensation for 2023 was set by the Committee at $5,602,000.

The ratio of this amount to our median employee’s total compensation was 89.2 to 1.

In determining the median employee, a ranked list was prepared of all employees other than our Chief
Executive Officer as of October 1, 2023 based on their W-2 compensation for 2023 (that is, their
compensation reportable in Box 1 on Form W-2 as wages, salary, tips, bonuses and other compensation
includable in the gross income of such employees for U.S. federal income tax purposes).

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive
officers and persons who beneficially own more than 10% of the Company common stock to file with
the SEC reports showing beneficial ownership of, and changes of beneficial ownership in, shares of the
Company’s common stock and other equity securities. On the basis of reports and representations
submitted by the Company’s directors, executive officers and greater-than-10% owners, the Company
believes that all required Section 16(a) filings for fiscal year 2023 were timely made, except that the
Company had one inadvertently late Form 4 filing for Ms. Angela Putnam on July 21, 2023 relating to a
single transaction for the acquisition of beneficial ownership of 15,063 shares of Company common
stock in the form of an April 1, 2023 restricted stock award by the Company.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

PAY VERSUS PERFORMANCE
The Company believes in the importance of maintaining a strong link between executive pay and
Company performance. The following disclosure is provided about the relationship between executive
compensation actually paid (as defined by SEC rules) and the Company’s performance with respect to
certain financial metrics. For further information regarding the Company’s compensation program,
please see “Compensation Discussion and Analysis” beginning on page 44. The amounts in the table
below are calculated in accordance with SEC rules and do not represent amounts actually earned or
realized by NEOs, including with respect to restricted stock or performance share awards. See “Option
Exercises and Stock Vested in 2023” on page 71. In addition, the compensation actually paid to our CEO
in the tables below includes a one-time, performance-based Merger integration award earned in 2022
(see Note 4 to the “2023 Summary Compensation Table”). Information in the tables below for 2020 and
2021 are prior to the Merger with First Midwest when the Company was approximately 50% of its asset
size as compared to 2022 and 2023.

Summary
Compensation
Table
Total Comp.
for CEO (1)

Compensation
Actually Paid
to CEO (3)

Average
Summary
Comp. Table
Total Comp.
for Non-CEO
NEOs (2)

Average
Compensation
Actually
Paid to
Non-CEO
NEOs (3)

Value of Initial Fixed $100
Investment Based On:

Company
Total
Shareholder
Return

Peer Group
Total
Shareholder

Return (4)

Net
Income

Adjusted
One-Year

ROATCE (5)

$ 6,523,511 $ 6,231,205 $4,429,093 $4,195,237 $
$11,657,989 $12,884,815 $4,162,215 $4,422,936 $
$ 3,971,101 $ 4,414,151 $1,352,603 $1,504,898 $
$ 3,708,472 $ 3,847,438 $1,250,625 $1,328,046 $

106.01 $
108.69 $
106.04 $
93.93 $

115.64 $565,900,000
116.10 $414,169,000
124.74 $277,538,000
91.29 $226,409,000

21.3%
21.1%
15.4%
14.6%

Year
2023
2022
2021
2020

(1) The CEO for each year is James C. Ryan, III who began serving as our CEO in 2019.
(2) Non-CEO NEOs for 2022 and 2023 include Messrs. Scudder, Sandgren, Sander and Falconer.

Non-CEO NEOs for 2020 and 2021 include Messrs. Sandgren, Falconer and Jeffrey L. Knight and Ms. Vanzo.

(3) To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made

to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for
determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented:

2023

CEO

Other NEOs
Average

2022

2021

2020

Other NEOs

CEO

Average

CEO

Average

CEO

Average

$ 6,523,511

$ 4,429,093 $ 11,657,989 $ 4,162,215 $ 3,971,101 $ 1,352,603 $ 3,708,472 $ 1,250,625

$ 3,011,947

$ 1,273,391 $ 7,736,725 $ 2,030,809 $ 1,540,832 $ 371,607

$ 1,424,200 $ 378,303

$ 2,940,592

$ 1,242,077 $ 8,122,095 $ 2,162,267 $ 1,587,472 $ 382,862

$ 1,198,673 $ 318,399

$ (335,439)

$ (146,058) $ 692,721

$ 102,279

$ 242,043

$ 62,209

$ 261,685

$ 80,212

$ (169,197)

$ (105,667) $ 34,096

$ (6,661)

$ 112,394

$ 57,214

$ 64,863

$ 36,006

$ 283,685

$ 49,183 $ 114,639

$ 33,645

$ 41,973

$ 21,616

$ 37,946

$ 21,107

Summary Compensation
Table (SCT) Total
Deduct: grant date fair value of
equity awards granted during
fiscal year (FY)
Add: fair value (FV) as of FY-
end of equity awards granted
during the year that are
outstanding and unvested as of
FY-end
Add: change as of end of FY in
FV of awards granted in any
prior year that are outstanding
and unvested as of FY-end
Add: change as of the vesting
date (from end of prior FY) in FV
for any equity awards granted in
any prior year that vested during
or at the end of the FY
Add: value of dividends or other
earnings paid on stock or option
awards not otherwise included in
SCT
Compensation Actually Paid

$ 6,231,205 $ 4,195,237 $ 12,884,815 $ 4,422,936 $ 4,414,151 $ 1,504,898 $ 3,847,438 $ 1,328,046

(4) The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section.

(5) This non-GAAP financial measure (Adjusted One-Year ROATCE) excludes certain items, such as CECL Day 1 non-PCD provision
expense, merger-related charges associated with completed and pending acquisitions, gain on sale of Visa Class B restricted
shares, FDIC special assessment expense, gain on sale of health savings accounts, contract termination charges, property
optimization charges, net securities losses and expenses related to the tragic April 10, 2023 event at our downtown Louisville
location. The equivalent GAAP measure for one-year ROATCE was 20.2%, 16.3%, 14.9% and 13.3% for 2023, 2022, 2021 and 2020,

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

PAY VERSUS PERFORMANCE

respectively. Reference is made to the non-GAAP reconciliation included in the Company’s January 23, 2024 press release
reporting its financial results for its 2023 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed with the SEC on January 23, 2024.

Relationship Between Financial Performance and Compensation Actually Paid

Total Shareholder Return. On an individual year basis, the Company’s TSR outperformed the KRX Index
in 2020 and 2022. In 2021, the Company’s TSR was impacted by the announcement of the Merger with
First Midwest, which is typical for a period of time following the announcement of a transformational
merger until such time as the financial performance is reported on a combined basis, even when
financial metrics, such as ours, for the combined company are favorable. Given this context, the
Company’s TSR underperformed the KRX Index in 2021. In October 2023, we announced our acquisition
of CapStar that, similar to 2021, contributed to our TSR for 2023 modestly underperforming the KRX
Index.

Compensation Actually Paid versus TSR

n
r
u
t
e
R

r
e
d
o
h
e
r
a
h
S

a
t
o
T
d
e
x
e
d
n
I

$140

$120

$100

$80

$60

$40

$20

$14

$12

$10

)

m
m
$
(

d
a
P
y

l
l

a
u
t
c
A
n
o
i
t
a
s
n
e
p
m
o
C

2020

2021

2022

2023

CAP - CEO

CAP - Other NEOs

Company TSR

Peer TSR

Net Income. The Company achieved record adjusted net income in 2021, 2022 and 2023. For 2023,
results were positively impacted by robust, broad-based total loan growth, net interest margin
expansion, stable low-cost deposits, disciplined expense management and strong credit quality
metrics. For 2020, even with the COVID-19 pandemic, the Company delivered strong net income results,
primarily due to its commercial loan production, capital markets revenue and mortgage production, in
addition to disciplined expense management and strong credit quality metrics. The Company does not
currently use net income as one of its measures for its compensation decisions; however, net income is
a key component of adjusted EPS, which is a measure used by the Company.

Compensa(cid:2)on Actually Paid versus Net Income

$600

$500

$400

$300

)

m
m
$
(
e
m
o
c
n

t
e
N

$200

$100

2020

2021

2022

2023

CAP - CEO

CAP - Other NEOs

Net Income $mm

$14

$12

$10

)

m
m
$
(
d
a
P
y
l
l

a
u
t
c
A
n
o
(cid:2)
a
s
n
e
p
m
o
C

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

Adjusted One-Year ROATCE. The Company used adjusted one-year ROATCE as its company-selected
measure. ROATCE is a key indicator of performance and correlates to higher valuations for common
stock of publicly traded bank holding companies. In each of 2020, 2021, 2022 and 2023, the Company
exceeded its adjusted ROATCE performance targets. Our one-year adjusted ROATCE for 2023 was in the
top decile of the KRX Index.

PAY VERSUS PERFORMANCE

Compensation Actually Paid versus One-year ROATCE

)

(

E
C
T
A
O
R

r
a
e
y
-
e
n
O

25%

20%

15%

10%

$14

$12

$10

2020

2021

2022

2023

CAP - CEO

CAP - Other NEOs

Adjusted One-year ROATCE

)

m
m
$
(

d
a
P
y

l
l

a
u
t
c
A
n
o
i
t
a
s
n
e
p
m
o
C

Tabular List (Unranked)

The table below provides an unranked list of the most important financial measures used by the
Company to link compensation actually paid (as defined by SEC rules) to the Company’s performance in
2023. Each of these financial metrics was used in determining short and long-term incentive awards in
2023.

Adjusted One-Year EPS

Adjusted One-Year ROATCE

Three-Year Relative TSR

Three-Year Relative ROATCE

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY
PROPOSAL ON NAMED EXECUTIVE OFFICER COMPENSATION

The Board unanimously recommends that shareholders vote “FOR” approval of a non-binding advisory
proposal on the compensation of our Named Executive Officers.

In accordance with applicable SEC requirements, we are seeking shareholder approval, on a non-
binding, advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement. This
proposal, commonly known as a say-on-pay proposal, provides our shareholders with the opportunity to
endorse or not endorse our executive pay program through the following resolution:

RESOLVED, that the shareholders advise that they approve the compensation of the
Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure
rules of the Securities and Exchange Commission (which disclosure includes the
“Compensation Discussion and Analysis” and “Compensation Tables” sections of this Proxy
Statement).

Based upon our most recent vote results relating to the frequency of our say-on-pay vote, we are
providing shareholders with the opportunity to provide a say-on-pay advisory vote annually.

Because your vote is advisory, it will not be binding upon our Board. However, the Board and the
Compensation Committee will take into account the results of the vote when making future executive
compensation decisions.

We believe that our compensation practices are embedded in a pay-for-performance culture, are
consistent with the practices of companies in our peer group and align our executives’ interests with
those of our shareholders.

We believe our CEO and executive team have successfully managed the Company in a competitive and
ever-changing economic and banking environment. In 2023, the Company delivered exceptionally
strong operating results. Highlights include the following:

• Record adjusted EPS* of $2.05 (5% year-over-year growth, which represents the top quartile of

the KRX Index)

• Record adjusted net income* of $599 million (11% year-over-year growth, which represents the

top quartile of the KRX Index)

• Record adjusted ROATCE* of 21.3% (top decile of the KRX Index)

• Record adjusted efficiency ratio* of 50.4% (top quartile of the KRX Index)

• Strong adjusted ROAA* of 1.28% (top quartile of the KRX Index)

• Strong year-over-year 17% growth in tangible book value per share (top quartile of the KRX

Index)

• Strong year-over-year total loan growth of 6% (when the Company’s loan sales are excluded,

within the top quartile of the KRX Index)

• Continued strong credit discipline and credit quality, with net charge-offs** to average loans of

0.10%

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 2 – APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

• Maintained our peer leading high quality, low cost and granular deposit base, with year-over-

year deposit growth of over 6% (top quartile of the KRX Index), average cost of deposits of 135 bps
in 2023 (also top quartile of the KRX Index) and approximately 75% of core deposit tenures
greater than 5 years

• Continued addition of important revenue-producing talent across business lines

• Continued commitment to our core values, our uncompromised integrity and the highest levels
of ethics, dedication to the communities where we live and work and focus on our strong culture
of collaboration, trust, inclusiveness and acceptance that empowers team members to flourish
and be successful

**Excludes PCD loans.

Our Board of Directors recommends a vote FOR this resolution because it believes the practices
described in the Compensation Discussion and Analysis section of this Proxy Statement are effective in
achieving the Company’s goals of rewarding strong financial performance, aligning our executives’
long-term interests with those of our shareholders and retaining and incentivizing highly talented
executives over long and productive careers.

Shareholders are encouraged to review the information provided in this Proxy Statement regarding the
compensation of our NEOs in the section captioned “Compensation Discussion and Analysis”
beginning on page 44.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

ITEM 3 – RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2024.

The Board proposes that our shareholders ratify the Audit Committee’s appointment of Deloitte &
Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company and its
subsidiaries for the fiscal year ending December 31, 2024. Although such ratification by the shareholders
is not required, the Company deems it desirable to continue its established practice of submitting such
selection to our shareholders. In the event the appointment of Deloitte is not ratified by shareholders,
the Audit Committee will reconsider the appointment but may determine to retain Deloitte
nonetheless. A representative of Deloitte will attend the virtual Annual Meeting and will have the
opportunity to make a statement or respond to any questions that shareholders may have.

Deloitte served as the independent registered public accounting firm for the Company and its
subsidiaries for the Company’s fiscal year ended December 31, 2023, having been appointed by the
Audit Committee on August 16, 2022. The report of Deloitte on the Company’s consolidated audited
financial statements as of and for the Company’s fiscal year ended December 31, 2023 did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.

Crowe LLP served as the independent registered public accounting firm for the Company and its
subsidiaries for the Company’s prior fiscal year ended December 31, 2022. On August 16, 2022, the Audit
Committee determined that it would not reappoint Crowe LLP as the Company’s independent
registered public accounting firm, effective immediately following the issuance of the Company’s
consolidated audited financial statements as of and for the fiscal year ended December 31, 2022 and the
filing of the Company’s related Annual Report on Form 10-K for such fiscal year. The report of Crowe LLP
on such financial statements did not contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal year ended December 31, 2022, (i) there were no disagreements (within the
meaning of Item 304(a)(1)(iv) of Regulation S-K) between the Company and Crowe LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure that, if
not resolved to the satisfaction of Crowe LLP, would have caused it to make reference to the subject
matter of the disagreements in any of its reports on such consolidated audited financial statements of
the Company as of and for such fiscal year, and (ii) there were no reportable events (as such term is
defined in Item 304(a)(1)(v) of Regulation S-K).

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

The table below sets forth the approximate fees for services rendered by Deloitte to the Company and
its subsidiaries for the Company’s fiscal year ended December 31, 2023, as well as for expenses incurred
in connection with these services. The table also shows the fees for services provided by Crowe LLP to
the Company and its subsidiaries for the fiscal year ended December 31, 2022, as well as related
expenses.

Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Total

Audit Fees

2023

2022

$ 2,107,000 $ 2,874,500
69,000
$
—
—
$ 2,108,895 $ 2,943,500

1,895 $
—
—

Audit Fees consist of fees for professional services and related services rendered for (i) the audits of the
Company’s consolidated financial statements and its internal control over financial reporting as of
December 31, 2023 and 2022, (ii) the limited reviews of the interim consolidated financial statements
included in the Company’s quarterly reports on Form 10-Q, (iii) the services that are normally provided
by the principal accountant in connection with statutory and regulatory filings or engagements and
(iv) other services that generally only the independent registered public accounting firm can provide.
These services included fees relating to the Merger with First Midwest in 2022, the audit of financial
statements of Indiana Old National Insurance Company in 2023 and 2022, U.S. Department of Housing
and Urban Development audits for 2023 and 2022 and consents in connection with registration
statements filed by the Company with the SEC in 2023 and 2022.

Audit-Related Fees

For 2023, the Audit-Related Fees consisted of subscription fees the Company paid to Deloitte for an
annual subscription to the online Deloitte Accounting Research Tool (DART). For 2022, they represented
amounts the Company paid to Crowe LLP for providing SSAE 18 (SOC 1) examination services covering
an examination of controls for First Midwest Bank’s wealth management fiduciary services transaction
processing.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm

The Audit Committee has adopted procedures for pre-approving all audit and non-audit services
provided by the independent registered public accounting firm; all of the fees and services described
above were pre-approved under these procedures. The Audit Committee also will pre-approve non-
audit services that are permissible under the Sarbanes-Oxley Act of 2002 and the rules of the SEC on a
case-by-case basis. The Audit Committee may delegate its approval authority to one or more of its
members, provided that any such approvals are presented to the Audit Committee at a subsequent
meeting.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is comprised of six independent directors meeting the applicable
requirements of the SEC and Nasdaq. Each member of the Audit Committee has the ability to read and
understand financial statements as required by the Nasdaq listing requirements. Additionally, the
Board has designated Thomas L. Brown, Ryan C. Kitchell and Stephen C. Van Arsdell as audit committee
financial experts as defined by the SEC.

Audit Committee Responsibilities and Actions

The Audit Committee’s key responsibilities are set forth in its charter, which has been approved by the
Board and which is available on the Company’s website. The principal responsibilities of the Audit
Committee are, among others, to assist the Board in its oversight of:

(i)

the integrity of the Company’s financial statements and its financial reporting process;

(ii) the appointment, independence, qualifications and performance of the Company’s

independent registered public accounting firm;

(iii) the scope and results of the independent registered public accounting firm’s audits and

other services, if any;

(iv) the Company’s system of internal controls over financial reporting;

(v) the services and performance of the Company’s internal audit function;

(vi) the Company’s actions in response to matters raised by the independent registered public

accounting firm or the internal auditors; and

(vii) the Company’s compliance with legal and regulatory requirements in relation to financial

reporting.

The Audit Committee reviewed and discussed with management and Deloitte the Company’s
consolidated financial statements for the year ended December 31, 2023, as well as Deloitte’s reports on
its audit of such financial statements and the Company’s internal control over financial reporting at
December 31, 2023; discussed with Deloitte the matters required to be discussed by the applicable
requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; received the
required written disclosures and the letter from Deloitte under applicable PCAOB standards regarding
auditor independence; and discussed with Deloitte its independence.

The Audit Committee has established policies and procedures regarding the pre-approval of all services
provided by the Company’s independent registered public accounting firm; reviewed all proposed audit
and non-audit services to be provided by the independent registered public accounting firm;
considered whether such services are compatible with maintaining the independence of the
independent registered public accounting firm; and pre-approved all such services prior to their
performance.

While the Enterprise Risk Committee of the Board has primary oversight responsibility for the
Company’s regulatory compliance activities, the Audit Committee also monitors in an oversight
capacity the Company’s compliance with banking laws and regulations and other risk management
activities that might raise material issues relating to the Company’s financial statements, accounting
policies or internal controls over financial reporting. In performing its oversight responsibilities, the
Audit Committee relies on the expertise and knowledge of management, the independent registered
public accounting firm and the internal auditors, as follows:

(i) Management is responsible for preparing the Company’s financial statements in

accordance with U.S. generally accepted accounting principles and for maintaining
appropriate internal controls over financial reporting.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

REPORT OF THE AUDIT COMMITTEE

(ii) The Company’s independent registered public accounting firm is responsible for

conducting audits of the Company’s financial statements and the Company’s internal
controls over financial reporting and rendering its reports thereon.

(iii) The Company’s internal auditors are responsible for evaluating the adequacy and

effectiveness of the Company’s processes and system of internal controls to achieve the
Company’s stated goals and objectives.

It is not the duty of the Audit Committee to plan or conduct audits relating to the Company’s financial
statements or internal controls nor to conduct other types of audits, accounting reviews or similar
procedures.

Sarbanes-Oxley Act of 2002

As required by the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the
confidential submission of employee concerns regarding accounting, auditing or internal control
matters. These procedures provide for appropriate monitoring and follow-up on any such matters
submitted. In addition, the Company’s Chief Audit Executive and Ethics Officer is charged with
promptly reporting to the Audit Committee any matter of which she becomes aware involving any
serious or potentially serious breach of the Company’s Code of Business Conduct and Ethics or other
Company policies involving any accounting or auditing matters, allegations of fraud or misconduct by
senior management.

Conclusion

In reliance on the matters referred to above, the reports of management, the internal auditors and the
independent registered public accounting firm and the representations of management, the Audit
Committee recommended to the Board that the Company’s audited financial statements as of and for
the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for the
same year, as filed with the SEC.

Members of the Audit Committee

Stephen C. Van Arsdell, Chairperson
Thomas L. Brown
Daniel S. Hermann
Ryan C. Kitchell
Michael J. Small
Katherine E. White

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
FOR THE 2025 ANNUAL MEETING

Proposals submitted by shareholders under SEC Rule 14a-8 to be presented at our 2025 annual meeting
of shareholders must be received by the Company at its principal executive office no later than
December 4, 2024 to be considered for inclusion in the proxy statement and form of proxy relating to
that meeting. Any such proposals must be received by our Corporate Secretary at P.O. Box 718,
Evansville, Indiana 47705-0718 no later than December 4, 2024.

Proposals for director nominations and other proposals submitted by shareholders under our By-Laws
outside of SEC Rule 14a-8 (but not necessarily included in our proxy statement for that meeting) in
connection with our 2025 annual meeting of shareholders must comply with the requirements of our
By-Laws and be received by the Company at its principal executive office no later than January 15, 2025.
Any such nomination or proposal must be received by our Corporate Secretary at P.O. Box 718,
Evansville, Indiana 47705-0718 no later than January 15, 2025.

All nominations of persons to serve as directors of the Company must be made in accordance with the
requirements contained in our By-Laws. In addition to satisfying the requirements contained in the
Company’s By-Laws, shareholders who intend to solicit proxies in support of director nominees other
than the Company’s nominees must provide notice that sets forth the information required by
Rule 14a- 19 of the Securities Exchange Act of 1934 no later than March 16, 2025.

ANNUAL REPORT

Upon written request, the Company will provide, without charge, a copy of the Company’s annual
report on Form 10-K filed with the SEC for the year ended December 31, 2023 to each shareholder who
does not otherwise receive a copy. Requests should be addressed to:

Old National Bancorp
c/o Corporate Secretary
P. O. Box 718
Evansville, Indiana 47705-0718

OTHER MATTERS

The Board does not know of any matters for action by shareholders at our 2024 Annual Meeting other
than the matters described in the accompanying Notice of Annual Meeting. However, the enclosed
Proxy Card will confer upon the named proxies authority with respect to matters which are not known
to the Board at the time of the printing of this Proxy Statement and which may properly come before
the Annual Meeting. It is the intention of the persons named as proxies to vote pursuant to the Proxy
Card with respect to such matters in accordance with their judgment.

It is important that Proxy Cards should be returned promptly. Shareholders are requested to
complete, sign and return their Proxy Cards in order that a quorum for the Annual Meeting may be
assured. You may also vote via the Internet or by telephone. If you do not vote via the Internet or
by telephone, then your Proxy Card may be mailed in the enclosed envelope, to which no postage
need be affixed.

OLD NATIONAL BANCORP 2024 PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☑

☐

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

Indiana
(State or other jurisdiction of incorporation or organization)

35-1539838
(I.R.S. Employer Identification No.)

One Main Street

Evansville,

Indiana

(Address of principal executive offices)

47708

(Zip Code)

(800) 731-2265
(Registrant's telephone number, including area code)

Title of each class

Securities registered pursuant to Section 12(b) of the Act:
Trading
Symbol(s)

Name of each exchange on which registered

Common stock, no par value

ONB

The NASDAQ Stock Market LLC

Depositary Shares, each representing a 1/40th interest
in a share of Non-Cumulative Perpetual Preferred
Stock, Series A
Depositary Shares, each representing a 1/40th interest
in a share of Non-Cumulative Perpetual Preferred
Stock, Series C

ONBPP

The NASDAQ Stock Market LLC

ONBPO

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Emerging growth company

☑

☐

Accelerated filer

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates on June 30, 2022, was $4,281,188,738
(based on the closing price on that date of $14.79). In calculating the market value of securities held by non-affiliates of the registrant, the
registrant has treated as securities held by affiliates as of June 30, 2022, voting and non-voting stock owned of record by its directors and
principal executive officers, and voting and non-voting stock held by the registrant's trust department in a fiduciary capacity for benefit of its
directors and principal executive officers. This calculation does not reflect a determination that persons are affiliates for any other purposes.

The number of shares outstanding of the registrant’s common stock, as of January 31, 2023, was 292,923,000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

OLD NATIONAL BANCORP
2022 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
[Reserved]

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Exhibits and Financial Statement Schedules

PART I

Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

PART II

Item 5.

Item 6.

Item 7.
Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

Item 9C.

PART III

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

PART IV

Item 15.

Item 16.
SIGNATURES

Form 10-K Summary

Page

136

137

138

139
143

144

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

As used in this report, references to “Old National,” “the Company,” “we,” “our,” “us,” and similar terms refer to
the consolidated entity consisting of Old National Bancorp and its wholly-owned subsidiaries. Old National Bancorp
refers solely to the parent holding company, and Old National Bank refers to Old National Bancorp’s bank
subsidiary.

The acronyms and abbreviations identified below are used throughout this report, including the Notes to
Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report.

ACH: Automated Clearing House
AOCI: accumulated other comprehensive income (loss)
AQR: asset quality rating
ASC: Accounting Standards Codification
ASU: Accounting Standards Update
ATM: automated teller machine
BBCC: business banking credit center (small business)
CECL: current expected credit loss
CFPB: Consumer Financial Protection Bureau
Common Stock: Old National Bancorp common stock, no par value
COVID-19: coronavirus disease 2019
DTI: debt-to-income
FASB: Financial Accounting Standards Board
FDIC: Federal Deposit Insurance Corporation
FHLB: Federal Home Loan Bank
FHLBI: Federal Home Loan Bank of Indianapolis
FHTC: Federal Historic Tax Credit
FICO: Fair Isaac Corporation
First Midwest: First Midwest Bancorp, Inc.
GAAP: U.S. generally accepted accounting principles
GDP: gross domestic product
LGD: loss given default
LIBOR: London Interbank Offered Rate
LIHTC: Low Income Housing Tax Credit
LTV: loan-to-value
N/A: not applicable
N/M: not meaningful
NASDAQ: The NASDAQ Stock Market LLC
NMTC: New Markets Tax Credit
NOW: negotiable order of withdrawal
OCC: Office of the Comptroller of the Currency
PCD: purchased credit deteriorated
PD: probability of default
PPP: Paycheck Protection Program
Renewable Energy: investment tax credits for solar projects
SEC: U.S. Securities and Exchange Commission
TDR: troubled debt restructuring
UMB: UMB Bank, n.a.

OLD NATIONAL BANCORP
2022 ANNUAL REPORT ON FORM 10-K

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K that are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”),
notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be
contained in our future filings with the SEC, in press releases, and in oral and written statements made by us or with
our approval that are not statements of historical fact and constitute forward-looking statements within the meaning
of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition,
results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-
looking statements can be identified by the use of the words “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “should,” and “will,” and other words of similar meaning.
These forward-looking statements express management’s current expectations or forecasts of future events and, by
their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or
outcomes to differ materially from those in such statements. Factors that might cause such a difference include, but
are not limited to: the continued effects of the COVID-19 pandemic and related variants and mutations, including
the continued effects on our business, operations, and employees as well as the businesses of our customers;
competition; government legislation, regulations and policies; the ability of Old National to execute its business
plan, including the completion of the integration related to the merger between Old National and First Midwest, and
the achievement of the synergies and other benefits from the merger; unanticipated changes in our liquidity position,
including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs;
changes in economic conditions which could materially impact credit quality trends and the ability to generate loans
and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market,
economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to
successfully manage our credit risk and the sufficiency of our allowance for credit losses; uncertainty about the
discontinued use of LIBOR and the transition to an alternative rate; failure or circumvention of our internal controls;
operational risks or risk management failures by us or critical third parties, including without limitation with respect
to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption,
and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations
or liabilities or unfavorable resolutions of litigation; disruptive technologies in payment systems and other services
traditionally provided by banks; failure or disruption of our information systems; computer hacking and other
cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service
providers; other matters discussed in this report; and other factors identified in filings with the SEC. These forward-
looking statements are made only as of the date of this report and are not guarantees of future results or
performance.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable,
may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and
statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results or
outcomes may differ from those contemplated in these forward-looking statements. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise
after the date of this report. You are advised to consult further disclosures we may make on related subjects in our
filings with the SEC.

Investors should consider these risks, uncertainties, and other factors in addition to the factors under the heading
“Risk Factors” included in this filing and our other filings with the SEC.

ITEM 1. BUSINESS

COMPANY PROFILE

PART I

Old National Bancorp, the financial holding company of Old National Bank, our wholly-owned banking subsidiary
(“Old National Bank”), is incorporated in the state of Indiana and is the sixth largest Midwestern bank by asset size
with consolidated assets of $46.8 billion at December 31, 2022. The Company’s corporate headquarters and
principal executive office are located in Evansville, Indiana with commercial and consumer banking operations
headquartered in Chicago, Illinois. Through our wholly-owned banking subsidiary, we provide a wide range of
services primarily throughout the Midwest region and elsewhere, including commercial and consumer loan and
depository services, private banking, brokerage, trust, investment advisory, and other traditional banking services.

On February 15, 2022, Old National completed its previously announced merger of equals transaction with First
Midwest pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock
transaction. The merger of equals of Old National and First Midwest partners two highly compatible organizations
with over 270 combined years of service and a shared relationship banking focus, consistent business models and
credit cultures, and an unwavering commitment to community. The combined organization has a presence in the six
largest metro markets in the Midwest, strong commercial banking capabilities, a robust retail footprint, a significant
wealth management platform, and an enhanced ability to attract talent. The combined organization also creates the
scale and profitability to accelerate digital and technological capabilities to drive future investments in consumer and
commercial banking, as well as wealth management services.

THE BANK

Old National Bank traces its roots to 1834 and is the oldest company in Evansville, Indiana. At December 31, 2022,
Old National Bank operated 263 banking centers located primarily throughout the Midwestern United States,
including Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, and Wisconsin. Each of the banking centers of
Old National Bank provides a group of similar community banking services, including such products and services as
commercial, real estate, and consumer loans; deposits; and brokerage, trust, and investment advisory services. The
individual banking centers located throughout our Midwest footprint have similar operating and economic
characteristics.

We earn interest income on loans as well as fee income from the origination of loans. Lending activities include
loans to individuals, which primarily consist of home equity lines of credit, residential real estate loans, and
consumer loans, and loans to commercial clients, which include commercial loans, commercial real estate loans,
agricultural loans, letters of credit, and lease financing. Residential real estate loans are either kept in our loan
portfolio or sold to secondary investors, with gains or losses from the sales being recognized.

We strive to serve individuals and commercial clients by providing depository services that fit their needs at
competitive rates. We pay interest on interest-bearing deposits and receive service fee revenue on various
accounts. Deposit accounts include products such as noninterest-bearing demand, interest-bearing checking and
NOW, savings and money market, and time deposits. Debit and ATM cards provide clients with access to their
accounts 24 hours a day at any ATM location. We also provide 24-hour telephone access and online banking as
well as other electronic and mobile banking services.

In addition to providing lending and deposit services, we offer comprehensive wealth management, investment, and
foreign currency services. For businesses, we provide treasury management, merchant, and capital markets services
as well as community development lending and equity investment solutions intended to produce jobs and revitalize
our communities.

HUMAN CAPITAL RESOURCES

At December 31, 2022, we employed 3,967 full-time equivalent team members. Old National respects, values, and
welcomes diversity in our team members, clients, suppliers, and marketplace. We seek to maintain an inclusive
environment and recognize the unique contribution each individual brings to our company, and we are fully
committed to supporting a rich culture of diversity as a cornerstone to our success. Old National provides
professional development opportunities to team members and seeks to improve retention, development, and job
satisfaction of team members from diverse groups by providing career skills training, peer mentoring, and
opportunities to interact with senior leaders. To attract and retain our group of skilled team members, Old National

provides a competitive total rewards package, which includes base pay, incentive opportunities, and benefits. Our
strong, comprehensive benefits package includes health insurance and wellness coverages, a retirement plan with
company matching contributions, other welfare plan coverages, paid time off, and paid leave benefits. In addition to
our standard benefits, our team members have access to dedicated healthcare clinics and alternative work schedules
for maternity, paternity, and foster-care leave.

Old National team members consistently strive to make a positive difference in the communities we serve. Old
National team members actively share their talents in their communities through volunteer activities in education,
economic development, human and health services, and Community Reinvestment. We have a program that allows
each team member to be paid up to 24 hours per year, with supervisory approval, to volunteer for activities in their
community during normal work hours. Under that program, team members logged nearly 46,800 volunteer hours
during 2022 in support of more than 1,500 organizations. Team member volunteers are recognized for their efforts
on our corporate portal. Team members with 25 hours or more of service each year join the “Volunteer Honor Roll”
in Old National’s annual communications.

We believe the merger with First Midwest has enabled the combined entity to build on both organizations’
longstanding history of service, enhanced its ability to champion community initiatives, and driven positive change
throughout its footprint. From First Midwest’s multiple recognitions as a Best Place to Work to Old National’s 11-
year run as one of the World’s Most Ethical companies, the combined institution has remained committed to
fostering a strong culture of collaboration and trust, empowering its employees to flourish.

MARKET AREA

Since our founding, Old National has focused on community and commercial banking by building long-term, highly
valued partnerships with clients in our Midwest region. We have continued to expand our footprint through strategic
mergers and acquisitions and we are now the sixth largest bank headquartered in the Midwest.

The following table reflects information on the top markets we currently serve.

Metropolitan Statistical Area

Chicago-Naperville-Elgin, IL-IN-WI

Minneapolis-St. Paul-Bloomington, MN-WI

Evansville, IN-KY

Indianapolis-Carmel-Anderson, IN

Milwaukee-Waukesha, WI

Bloomington, IN

Madison, WI

National average

Deposits as a
Percent of
Old
National
Bank
Franchise
(%)

Deposits
Per
Branch
($M)

2010-2023
Population
Change
(%)

2023-2028
Projected
Population
Change
(%)

2023
Median
Household
Income
($)

2023-2028
Projected
Household
Income
Change
(%)

41.2

10.7

10.4

5.2

3.5

2.6

2.5

161.6

133.3

234.7

90.0

181.0

189.2

81.8

0.5

12.0

0.7

14.2

0.6

1.1

14.4

8.3

3.0

(0.4)

3.0

0.5

3.6

—

3.3

2.1

0.6

83,193

93,724

64,368

71,979

72,553

61,680

85,184

73,503

76,337

11.7

12.4

10.6

15.5

12.6

16.5

11.8

13.4

11.9

Weighted average total Old National Bank

Source: S&P Global Market Intelligence. Deposit data as of June 30, 2022.

STRATEGIC TRANSACTIONS

Since forming our holding company in 1982, we have acquired over 50 financial institutions and other financial
services businesses. Old National assesses possible mergers, acquisitions, and divestitures based on a disciplined
financial evaluation process and expects that future mergers, acquisitions, and divestitures will be consistent with
our existing basic banking strategy, which focuses on community banking, client relationships, and consistent
quality earnings. Targeted geographic markets for mergers and acquisitions include markets with average to above
average growth rates.

We anticipate that, as with previous mergers and acquisitions, the consideration paid by us in future mergers and
acquisitions may be in the form of cash, debt, or Old National stock, or a combination thereof. The amount and
structure of such consideration is based on reasonable growth and cost savings assumptions and a thorough analysis
of the impact on both long- and short-term financial results.

Our ability to engage in certain transactions depends on the bank regulators’ views at the time as to the capital
levels, quality of management, and overall condition of Old National, in addition to their assessment of a variety of
other factors, including our compliance with law and regulations.

On February 15, 2022, Old National completed its previously announced merger of equals transaction with First
Midwest pursuant to an agreement and plan of merger, dated as of May 30, 2021, to combine in an all-stock
transaction. Following the merger, the new organization is operating under the Old National Bancorp and Old
National Bank names, with the corporate headquarters and principal office located in Evansville, Indiana and
commercial and consumer banking operations headquartered in Chicago, Illinois. Pursuant to the terms of the
merger agreement, each First Midwest common stockholder received 1.1336 shares of Old National common stock
for each share of First Midwest common stock such stockholder owned, plus, if applicable, cash in lieu of fractional
shares of Old National common stock resulting from the exchange ratio. Each outstanding share of 7.000% fixed-
rate non-cumulative perpetual preferred stock, Series A, no par value, and each outstanding share of 7.000% fixed-
rate non-cumulative perpetual preferred stock, Series C, no par value, of First Midwest was converted into the right
to receive one share of an applicable newly created series of Old National preferred stock, no par value
(respectively, “Old National Series A Preferred Stock” and “Old National Series C Preferred Stock,” and
collectively, the “Old National Preferred Stock”). In this regard, Old National issued 108,000 shares of Old
National Series A Preferred Stock and 122,500 shares of Old National Series C Preferred Stock. Old National
entered into two deposit agreements, each dated as of February 15, 2022, by and among Old National, Continental
Stock Transfer & Trust Company, as depository, and the holders from time to time of the depositary receipts in
connection with the issuance of the Old National Preferred Stock. Pursuant to the deposit agreements, Old National
issued 4,320,000 depositary shares, each representing a 1/40th interest in a share of Old National Series A Preferred
Stock, and 4,900,000 depositary shares, each representing a 1/40th interest in a share of Old National Series C
Preferred Stock.

Divestitures

On November 18, 2022, Old National completed its transaction with UMB, pursuant to which UMB acquired Old
National’s business of acting as a qualified custodian for, and administering, health savings accounts. Old National
served as custodian for health savings accounts comprised of both investment accounts and deposit accounts. At
closing, the health savings accounts held in deposit accounts that were transferred totaled approximately
$382 million and the transaction resulted in a $90.7 million pre-tax gain.

During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the
closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These
actions resulted in pre-tax charges of $26.8 million that are associated with valuation adjustments related to these
locations and are recorded in noninterest expense.

In 2020, as part of our previously announced strategic initiative The ONB Way, we consolidated 31 banking centers
located throughout the footprint, reflecting an ongoing shift among our clients toward digital banking solutions.
Many of the facilities consolidated were in smaller markets, several of which were added in recent years through
acquisition and partnership activity. These actions resulted in pre-tax charges of $27.1 million associated with
valuation adjustments related to these locations and were recorded in noninterest expense.

COMPETITION

The banking industry and related financial service providers operate in a highly competitive market. Old National
competes with financial service providers such as other commercial banks, savings and loan associations, credit
unions, mortgage banking firms, Financial Technology, or “FinTech,” companies, consumer finance companies,
securities brokerage firms, insurance companies, money market mutual funds, and other financial intermediaries.

Some of our nonfinancial institution competitors may have fewer regulatory constraints, broader geographic service
areas, greater capital, and, in some cases, lower cost structures. In addition, competition for quality clients has
intensified as a result of changes in regulation, mergers and acquisitions, advances in technology and product
delivery systems, and consolidation among financial service providers.

SUPERVISION AND REGULATION

Old National is subject to extensive and comprehensive regulation under federal and state laws. The regulatory
framework is intended primarily for the protection of depositors, federal deposit insurance funds, and the banking
system as a whole and not for the protection of shareholders or non-depository creditors.

Significant elements of certain laws and regulations applicable to Old National and its subsidiaries are described
below. Applicable statutes, regulations, and policies are continually under review by Congress and state legislatures
and federal and state regulatory agencies and are subject to change. Old National is unable to predict changes in
applicable laws or regulations, or in their interpretation and application by regulatory agencies and other
governmental authorities, and any such change could have a material effect on our business.

Old National Bancorp is registered as a bank holding company and has elected to be a financial holding company.
As a bank holding company and financial holding company, Old National Bancorp is subject to supervision,
examination and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under
the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is required to file reports with the
Federal Reserve and to provide the Federal Reserve any additional information it may require. As a national bank,
Old National Bank is subject to primary regulation, supervision, and examination by the Office of the Comptroller
of the Currency (“OCC”).

Bank Holding Company Regulation. Generally, the BHC Act governs the acquisition and control of banks and
non-banking companies by bank holding companies. The BHC Act also regulates the business activities of bank
holding companies and their non-bank subsidiaries.

The BHC Act, the Bank Merger Act, and other federal and state statutes regulate acquisitions of commercial banks
and their holding companies. The BHC Act requires the prior approval of the Federal Reserve for the direct or
indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its
holding company. Under the BHC Act or the Bank Merger Act, the prior approval of the Federal Reserve or other
appropriate bank regulatory authority is required for a bank holding company to acquire control of another bank or
for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In
reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will
consider, among other things, the competitive effect and public benefits of the transactions, the capital position of
the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s
managerial and financial resources, the applicant’s performance record under the Community Reinvestment Act of
1977, as amended (the “CRA”) and its compliance with law, including fair housing laws and other consumer
protection laws, and the effectiveness of the subject organizations in combating money laundering activities.

In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks
and other activities that the Federal Reserve has determined to be so closely related to banking as to be a proper
incident thereto. In addition, bank holding companies that qualify and elect to be financial holding companies may
engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i)
financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with
the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the
safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal
Reserve), without prior approval of the Federal Reserve. Activities that are financial in nature include securities
underwriting and dealing, insurance underwriting and making merchant banking investments, among others.

To maintain financial holding company status, a financial holding company and all of its depository institution
subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered to be
“well capitalized” if it satisfies the requirements for this status discussed in “Prompt Corrective Action” below. A
depository institution subsidiary is considered “well managed” if it received a composite rating and management
rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend
upon it maintaining its status as “well capitalized” and “well managed” under applicable Federal Reserve
regulations. If a financial holding company ceases to meet these capital and management requirements, the BHC Act
and the Federal Reserve’s regulations provide that the financial holding company must enter into an agreement with
the Federal Reserve to comply with all applicable capital and management requirements. Until the financial holding
company returns to compliance, the Federal Reserve may impose limitations or conditions on the conduct of its
activities, and the company may not commence any of the broader financial activities permissible for financial
holding companies or acquire a company engaged in such financial activities without prior approval of the Federal
Reserve. If the company does not return to compliance within 180 days, the Federal Reserve may require divestiture
of the holding company’s depository institutions. Bank holding companies and banks must also be both well
capitalized and well managed in order to acquire banks located outside their home state.

In order for a financial holding company to commence any new activity permitted by the BHC Act or to acquire a
company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of

the financial holding company must have received a rating of at least “satisfactory” in its most recent examination
under the CRA.

The Federal Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity
or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to
believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial
soundness, safety or stability of any bank subsidiary of the bank holding company.

Source of Strength. Federal Reserve policy and regulations and federal law require bank holding companies to act
as a source of financial and managerial strength to their subsidiary banks. Under this requirement, a bank holding
company is expected to commit financial resources to support its bank subsidiary even at times when the holding
company may not be in a financial position to provide such resources or when the holding company may not be
inclined to provide it. Any loans by a bank holding company to its subsidiary bank are subordinate in right of
payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding
company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to
maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of
payment.

Financial Privacy. Under the Gramm-Leach-Bliley Act of 1999 (“GLB Act”), a financial institution may not
disclose non-public personal information about a consumer to unaffiliated third-parties unless the institution satisfies
various disclosure requirements and the consumer has not elected to opt out of the information sharing. The financial
institution must provide its clients with a notice of its privacy policies and practices. The Federal Reserve, the FDIC,
and other financial regulatory agencies issued regulations implementing notice requirements and restrictions on a
financial institution’s ability to disclose non-public personal information about consumers to unaffiliated third-
parties.

In addition, privacy and data protection are areas of increasing state legislative focus, and several states have
recently enacted consumer privacy laws that impose significant compliance obligations with respect to personal
information. Similar laws may in the future be adopted by states where the Company and Old National Bank do
business. Furthermore, privacy and data protection areas are expected to receive additional attention at the Federal
level. The potential effects of state or Federal privacy and data protection laws on the Company’s business cannot be
determined at this time, and will depend both on whether such laws are adopted by states in which the Company
does business and/or at the Federal level and the requirements imposed by any such laws.

Bank Secrecy Act and the USA Patriot Act. The U.S. Bank Secrecy Act (“BSA”) and USA PATRIOT Act require
financial institutions to develop programs to prevent them from being used for, and to detect and deter, money
laundering, terrorist financing, and other illegal activities. If such activities are detected or suspected, financial
institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes
Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying
the identity of clients seeking to open new accounts and monitoring these accounts on an ongoing basis to ensure
that such accounts are not used for illegal purposes. Failure to comply with these requirements could have serious
financial, legal, and reputational consequences, including the imposition of civil money penalties, cease and desist
orders, or causing applicable bank regulatory authorities not to approve merger or acquisition transactions or to
prohibit transactions even if approval is not required.

In January 2021, the Anti-Money Laundering Act of 2020 (“AMLA”), which amends the BSA, was enacted.
Among other things, the AMLA codifies a risk-based approach to anti-money laundering compliance for financial
institutions; requires the Treasury to promulgate priorities for anti-money laundering and countering the financing of
terrorism policy; requires the development of standards by the Treasury for testing technology and internal processes
for BSA compliance; expands enforcement- and investigation-related authority, including a significant expansion in
the available sanctions for certain BSA violations; and expands BSA whistleblower incentives and protections.
Many of the statutory provisions in the AMLA will require additional rulemaking, reports and other measures, and
the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June
2021, the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, issued the
priorities for anti-money laundering and countering the financing of terrorism policy, which is required under the
AMLA. The priorities include: corruption, cybercrime, terrorist financing, fraud, transnational crime, drug
trafficking, human trafficking and proliferation financing.

Office of Foreign Assets Control Regulation. The U.S. imposes economic sanctions that affect transactions with
designated foreign countries, nationals, and others. These sanctions are administered by the U.S. Treasury’s Office

of Foreign Assets Control (“OFAC”). These sanctions include: (i) restrictions on trade with or investment in a
sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned
country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or
providing investment-related advice or assistance to, a sanctioned country, and (ii) blocking assets in which the
government or specially designated nationals of the sanctioned country have an interest by prohibiting transfers of
property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets
(e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a
license from OFAC. Failure to comply with these sanctions could have serious financial, legal, and reputational
consequences for the institution, including the imposition of civil money penalties, or causing applicable bank
regulatory authorities not to approve merger or acquisition transactions.

Consumer Financial Protection. The Company and Old National Bank are subject to laws designed to protect
consumers and prohibit unfair or deceptive business practices, including the Equal Credit Opportunity Act, the Fair
Housing Act, the Home Ownership Protection Act, the Fair Credit Reporting Act, as amended by the Fair and
Accurate Credit Transactions Act of 2003 (“FACT Act”), the GLB Act, the Truth in Lending Act, the CRA, the
Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the National Flood Insurance Act and
applicable state law counterparts. These and other laws, among other things, require disclosures of the cost of credit
and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions,
regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive, and
abusive practices and subject us to substantial regulatory oversight. Violations of applicable consumer protection
laws can result in reputational damage and a significant potential liability from litigation brought by customers,
including actual damages, restitution, and attorneys’ fees. Federal bank regulators, state attorneys general and state
and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these
and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys
general in each jurisdiction in which we operate and civil money penalties. Failure to comply with consumer
protection requirements may also result in failure to obtain any required bank regulatory approval for merger or
acquisition transactions or prohibit such transactions even if approval is not required.

In addition, the Consumer Financial Protection Bureau (“CFPB”) has a broad mandate to prohibit unfair, deceptive
or abusive acts and practices, is specifically empowered to require certain disclosures to consumers and draft model
disclosure forms, and is responsible for making rules and regulations under the federal consumer protection laws
relating to financial products and services. The CFPB has examination and enforcement authority over all banks
with more than $10 billion in assets, as well as their affiliates, and can issue cease-and-desist orders against banks
and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity
in violation of federal consumer financial law in order to impose a civil penalty or injunction. Banking regulators
take into account compliance with consumer protection laws when considering approval of a proposed transaction.

Interchange Fees. The Company is subject to interchange fee limitations that establish a maximum permissible
interchange fee for many types of debit interchange transactions that is equal to no more than 21 cents per
transaction plus five basis points multiplied by the value of the transaction. Interchange fees, or “swipe” fees, are
charges that merchants pay to card-issuing banks, such as Old National Bank, for processing electronic payment
transactions. Additional Federal Reserve rules allow a debit card issuer to recover one cent per transaction for fraud
prevention purposes if the issuer complies with certain fraud-related requirements.

Capital Adequacy.

Capital Requirements. The Company and Old National Bank are each required to comply with certain risk-based
capital and leverage requirements under capital rules adopted by the Federal Reserve, the OCC, and the FDIC (the
“Basel III Capital Rules”). These rules implement the Basel III framework set forth by the Basel Committee on
Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”).

The Basel III Capital Rules define qualifying capital instruments and specify minimum amounts of capital as a
percentage of assets that banking organizations are required to maintain. Under the Basel III Capital Rules, risk-
based capital ratios are calculated by dividing Common Equity Tier 1 (“CET1”) capital, Tier 1 capital and total risk-
based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned a
risk weight based primarily on supervisory assessments of relative credit risk.

Under the Basel III Capital Rules, the Company and Old National Bank are each required to maintain the following:

•

A minimum ratio of CET1 to risk-weighted assets of 4.5%, plus a 2.5% “capital conservation buffer” that is
composed entirely of CET1 capital (effectively resulting in a minimum ratio of CET1 to risk-weighted
assets of 7.0%).
A minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, plus the capital conservation buffer
(effectively resulting in a minimum Tier 1 capital ratio of 8.5%).
A minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets of 8.0%, plus the
capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%).
A minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.

The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions
with a ratio of CET1 to risk-weighted assets above the minimum, but below the conservation buffer, will face
constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall and the
institution’s “eligible retained income” (that is, the greater of (i) net income for the preceding four quarters, net of
distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding
four quarters).

The Basel III Capital Rules also provide for a number of deductions from and adjustments to CET1 capital. As a
“non-advanced approaches” firm under the Basel III Capital Rules, the Company is subject to rules that provide for
simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax assets
arising from temporary differences that a banking organization could not realize through net operating loss carry
backs, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority
interests in regulatory capital.

The Company and Old National Bank, as non-advanced approaches banking organizations under the Basel III
Capital Rules, made a one-time permanent election to exclude the effects of certain AOCI items included in
shareholders’ equity under GAAP in determining regulatory capital ratios.

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III
post-crisis regulatory reforms. Among other things, these standards revise the Basel Committee’s standardized
approach for credit risk (including the recalibration of risk weights and introducing new capital requirements for
certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provide a new
standardized approach for operational risk capital. The Basel framework contemplates that these standards generally
will be effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. The federal
banking regulators have not yet proposed rules implementing these standards. Under the current U.S. capital rules,
operational risk capital requirements and a capital floor apply only to advanced approaches banking organizations,
and therefore not to the Company or Old National Bank. The impact of these standards on the Company and Old
National Bank will depend on the manner in which they are implemented by the federal bank regulators.

Prompt Corrective Action. The Federal Deposit Insurance Act (the “FDIA”) requires the federal banking agencies
to take “prompt corrective action” for depository institutions that do not meet the minimum capital requirements
described above. The FDIA includes the following five capital categories: “well-capitalized,” “adequately
capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” An insured
depository institution is considered:

•

“Well-capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-
based capital ratio of 8.0% or greater, a CET1 capital ratio of 6.5% or greater, and a leverage ratio of 5.0%
or greater, and is not subject to any order or written directive by any such regulatory authority to meet and
maintain a specific capital level for any capital measure.
“Adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1
risk-based capital ratio of 6.0% or greater, a CET1 capital ratio of 4.5% or greater, and a leverage ratio of
4.0% or greater and is not “well-capitalized.”
“Undercapitalized” if the institution has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based
capital ratio of less than 6.0%, a CET1 capital ratio of less than 4.5%, or a leverage ratio of less than 4.0%.
“Significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a Tier
1 risk-based capital ratio of less than 4.0%, a CET1 capital ratio of less than 3.0% or a leverage ratio of less
than 3.0%.
“Critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average
quarterly tangible assets.

An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its
capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory
examination rating for certain matters. A bank’s capital category is determined solely for the purpose of applying
prompt corrective action regulations, and the capital category may not constitute an accurate representation of the
bank’s overall financial condition or prospects for other purposes. As of December 31, 2022, Old National Bank’s
capital ratios were all in excess of the minimum requirements for “well-capitalized” status.

The federal banking regulators must take certain mandatory supervisory actions, and are authorized to take other
discretionary actions, with respect to institutions that are less than adequately capitalized, with supervisory actions
progressively becoming more punitive as the institution’s capital category declines. Supervisory actions include: (i)
restrictions on payment of capital distributions and management fees, (ii) requirements that a federal bank regulator
monitor the condition of the institution and its efforts to restore its capital, (iii) submission of a capital restoration
plan, (iv) restrictions on the growth of the institution’s assets and (v) requirements for prior regulatory approval of
certain expansion proposals. A bank that is “critically undercapitalized” will be subject to further restrictions and
generally will be placed in conservatorship or receivership within 90 days.

The FDIA prohibits an insured depository institution from accepting brokered deposits or offering interest rates on
any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending
upon where the deposits are solicited), unless it is well-capitalized or is adequately capitalized and receives a waiver
from the FDIC. A depository institution that is adequately capitalized and accepts brokered deposits under a waiver
from the FDIC may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing
market areas.

The FDIA’s prompt corrective action provisions apply only to depository institutions, and not to bank holding
companies. Under the Federal Reserve’s regulations, a bank holding company is considered “well capitalized” if the
bank holding company (i) has a total risk based capital ratio of at least 10%, (ii) has a Tier 1 risk-based capital ratio
of at least 6%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action
directive to meet and maintain a specific capital level for any capital measure. Although prompt corrective action
regulations apply only to depository institutions and not to bank holding companies, a bank that is required to submit
a capital restoration plan generally must concurrently submit a performance guarantee by its parent holding
company. The liability of the parent holding company under any such guarantee is limited to the lesser of five
percent of the bank’s assets at the time it became “undercapitalized” or the amount needed to comply.

Dividends Limitations. A substantial portion of Old National Bancorp’s revenue is derived from dividends paid to it
by Old National Bank. Under OCC regulations, national banks generally may not declare a dividend in excess of the
bank’s undivided profits or, absent OCC approval, if the total amount of dividends declared by the national bank in
any calendar year exceeds the total of the national bank’s retained net income year-to-date combined with its
retained net income for the preceding two years. National banks also are prohibited from declaring or paying any
dividend if, after making the dividend, the national bank would be considered “undercapitalized” (as defined by
reference to other OCC regulations). The OCC has the authority to use its enforcement powers to prohibit a national
bank, such as Old National Bank, from paying dividends if, in its opinion, the payment of dividends would
constitute an unsafe or unsound practice. Further, Old National Bank’s ability to pay dividends is restricted if it does
not maintain the capital conservation buffer described under “—Capital Adequacy—Capital Requirements” above.

In addition, the FDIA generally prohibits a depository institution from making any capital distributions (including
payment of a dividend) or paying any management fee to its parent holding company if the depository institution
would thereafter be “undercapitalized” as described under “—Capital Adequacy—Prompt Corrective Action” above.

Transactions with Affiliates. Any transactions between Old National Bank and its subsidiaries and Old National
Bancorp or any other subsidiary of Old National Bancorp are regulated under federal banking law. The Federal
Reserve Act imposes quantitative and qualitative requirements and collateral requirements on covered transactions
by Old National Bank with, or for the benefit of, its affiliates, and generally requires those transactions to be on
terms at least as favorable to Old National Bank as would be a transaction conducted between unaffiliated third-
parties. Covered transactions are defined by statute to include:

•
•
•
•
•
•

A loan or extension of credit.
A purchase of securities issued by an affiliate.
A purchase of assets from an affiliate, unless otherwise exempted by the Federal Reserve.
Certain derivative transactions that create a credit exposure to an affiliate.
The acceptance of securities issued by an affiliate as collateral for any loan.
The issuance of a guarantee, acceptance, or letter of credit on behalf of or for the benefit of an affiliate.

In general, any such transaction by Old National Bank or its subsidiaries must be limited to certain thresholds on an
individual and aggregate basis and, credit transactions with, or for the benefit of, an affiliate must be secured by
designated amounts of specified collateral.

Federal law also limits Old National Bank’s authority to extend credit to its directors, executive officers, and
stockholders who own more than 10% of Common Stock, as well as to entities controlled by such persons. Among
other things, any such extension of credit is required to be made on terms that are substantially the same as, and
follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions
with unaffiliated persons. In addition, the terms of such extensions of credit may not involve more than the normal
risk of non-repayment or present other unfavorable features and may not exceed certain limitations on the amount of
credit extended to such persons individually and in the aggregate.

Community Reinvestment Act. The CRA requires depository institutions to assist in meeting the credit needs of
their market areas consistent with safe and sound banking practices. Under the CRA, each depository institution is
required to help meet the credit needs of its market areas by, among other things, providing credit to low-income and
moderate-income individuals and small businesses in those communities. Federal and state regulators conduct CRA
examinations on a regular basis to assess the performance of financial institutions and assign one of four ratings to
the institution’s record of meeting the credit needs of its community. Bank regulators take into account CRA ratings
when considering approval of a proposed merger or acquisition. Old National Bank received a rating of
“satisfactory” in its latest CRA examination.

In May 2022, the OCC, together with the Federal Reserve and FDIC, issued a joint notice of proposed rulemaking to
modernize the CRA regulatory framework. The proposed rule is intended, among other things, to adapt to changes in
the banking industry, including the expanded role of mobile and online banking, and to tailor performance standards
to account for differences in bank size and business models. The proposed rule would adjust CRA evaluations based
on bank size and type, with many of the proposed changes applying only to banks with over $2 billion in assets and
several applying only to banks with over $10 billion in assets, such as Old National Bank. The effects of the
proposed CRA rules on Old National will depend on the final form of any rulemaking.

Deposit Insurance. Substantially all of the deposits of Old National Bank are insured up to applicable limits by the
Deposit Insurance Fund (“DIF”) which is administered by the FDIC. Insurance of deposits may be terminated by the
FDIC upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or violated any applicable law, regulation, rule, order, or condition
imposed by the FDIC or written agreement entered into with the FDIC.

FDIC assessment rates for large institutions that have more than $10 billion of assets, such as Old National Bank,
are calculated based on a “scorecard” methodology, based primarily on the difference between the institution’s
average of total assets and average tangible equity. The FDIC has the ability to make discretionary adjustments to
the total score, up or down, based upon significant risk factors that are not adequately captured in the scorecard. For
large institutions, including Old National Bank, after accounting for potential base-rate adjustments, the total
assessment rate could range from 1.5 to 40 basis points on an annualized basis.

In October 2022, the FDIC finalized a rule to increase the initial base deposit insurance assessment rate schedules
for all insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023.
The increased assessment rate is intended to improve the likelihood that the Deposit Insurance Fund reserve ratio
would reach the required minimum of 1.35 percent by the statutory deadline of September 30, 2028.

Depositor Preference. The FDIA provides that, in the event of the “liquidation or other resolution” of an insured
depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of
insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over
other general unsecured claims against the institution. If an insured depository institution fails, insured and
uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors,
including depositors whose deposits are payable only outside of the United States, and the parent bank holding
company with respect to any extensions of credit they have made to such insured depository institution.

Anti-Tying Restrictions. Generally, a bank is prohibited from extending credit, leasing or selling property,
furnishing any service or fixing or varying the consideration for any of the foregoing on the condition that (i) the
customer obtains additional credit, property or services from the bank’s parent holding company or any subsidiary of
the holding company, or (ii) the customer will not obtain credit, property or services from a competitor of the bank
or its affiliates (except to the extent the restriction is a reasonable condition imposed to assure the soundness of the
credit extended).

Employee Incentive Compensation. Under regulatory guidance applicable to all banking organizations, incentive
compensation policies must be consistent with safety and soundness principles. Under this guidance, financial
institutions must review their compensation programs to ensure that they: (i) provide employees with incentives that
appropriately balance risk and reward and that do not encourage imprudent risk, (ii) are compatible with effective
controls and risk management, and (iii) are supported by strong corporate governance, including active and effective
oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking
organization should be commensurate with the size and complexity of the organization and its use of incentive
compensation.

During 2016, the federal bank regulatory agencies and the SEC proposed revised rules on incentive-based payment
arrangements at specified regulated entities having at least $1 billion of total assets (including the Company and Old
National Bank). These proposed rules have not been finalized.

In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including
NASDAQ, to implement listing standards that require all listed companies to adopt policies mandating the recovery
or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the
three fiscal years preceding a required accounting restatement, including to correct an error that would result in a
material misstatement if the error were corrected in the current period. The excess compensation would be based on
the amount the executive officer would have received had the incentive-based compensation been determined using
the restated financial statements. The final rule requires the exchanges to propose conforming listing standards by
February 26, 2023 and requires the standards to become effective no later than November 23, 2023. Each listed
issuer, including the Company, would then be required to adopt a clawback policy within 60 days after its
exchange’s listing standard has become effective.

Cybersecurity. The federal banking regulators regularly issue new guidance and standards, and update existing
guidance and standards, regarding cybersecurity intended to enhance cyber risk management among financial
institutions. Financial institutions are expected to comply with such guidance and standards and to accordingly
develop appropriate security controls and risk management processes.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and
regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement
cybersecurity programs and providing detailed requirements with respect to these programs, including data
encryption requirements. Many states have also recently implemented or modified their data breach notification and
data privacy requirements. We expect this trend of state-level activity in those areas to continue and are continually
monitoring developments in the states in which the Company operates.

In November 2021, the United States federal bank regulatory agencies adopted a rule regarding notification
requirements for banking organizations related to significant computer security incidents. Under this rule, a bank
holding company, such as Old National Bancorp, and a national bank, such as Old National Bank, are required to
notify the Federal Reserve or OCC, respectively, within 36 hours of incidents that have materially disrupted or
degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver
services to a material portion of its customer base, jeopardize the viability of key operations of the banking
organization, or pose a threat to the financial stability of the United States.

In March 2022, the SEC proposed new rules that would require registrants, including the Company, to (i) report
material cybersecurity incidents on Form 8-K; (ii) include updated disclosure in Forms 10-K and 10-Q of previously
disclosed cybersecurity incidents, and disclose previously undisclosed, individually immaterial incidents when a
determination is made that such incidents have become material on an aggregated basis; (iii) disclose cybersecurity
policies and procedures and governance practices, including at the board and management levels, in Form 10-K; and
(iv) disclose the board of directors’ cybersecurity expertise.

Safety and Soundness Standards. In accordance with the FDIA, the federal banking agencies adopted safety and
soundness guidelines establishing general standards relating to internal controls, information systems, internal audit
systems, loan documentation, credit underwriting, interest rate risk exposure, cybersecurity, liquidity, data
protection, asset growth, asset quality, earnings, compensation, fees, and benefits. In general, the guidelines require,
among other things, appropriate systems and practices to identify, monitor, and manage the risks and exposures
specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and
describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services
performed by an executive officer, employee, director, or principal shareholder. In addition, regulations adopted by
the federal banking agencies authorize, but do not require, an agency to order that an institution that has been given
notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan.
If, after being so notified, the institution fails to submit an acceptable compliance plan or fails in any material respect
to implement an accepted compliance plan, the agency must issue an order directing corrective actions and may
issue an order directing other actions of the types to which an undercapitalized institution is subject under the
“prompt corrective action” provisions of FDIA. If the institution fails to comply with such an order, the agency may
seek to enforce such order in judicial proceedings and to impose civil money penalties and cease and desist orders.

Federal Home Loan Bank System. Old National Bank is a member of the Federal Home Loan Bank System, which
consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit
facility primarily for member institutions. As a member of the FHLBI, Old National Bank is required to acquire and
hold a minimum amount of shares of capital stock of the FHLBI based on, among other things, the amounts of
residential mortgage loans and mortgage-backed securities held by Old National Bank, outstanding borrowings from
the FHLBI and the outstanding principal balance of “Acquired Member Assets”, as defined by the FHLBI. As of
December 31, 2022, Old National Bank was in compliance with the minimum stock ownership requirement.

LIBOR Act. In March 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law.
The LIBOR Act provides a uniform approach for replacing LIBOR as a reference interest rate in so-called “tough
legacy” contracts for a time when LIBOR is no longer published or is no longer representative. Tough legacy
contracts are contracts that do not include effective fallback provisions, for example, because they have no
provisions for a replacement benchmark or provisions based on prior LIBOR values or dealer polls. Under the
LIBOR Act, references to the most common tenors of LIBOR in these contracts will be replaced as a matter of law,
without the need to be amended by the parties, to instead reference a benchmark interest rate that will be identified
in Federal Reserve regulations that is based on the secured overnight funding rate (“SOFR”). In December 2022, the
Federal Reserve issued final regulations to implement the LIBOR Act. The Federal Reserve’s final rule identifies
benchmark replacements, based on SOFR, for various types of contracts subject to the LIBOR Act. The Company
continues to evaluate the effect of the LIBOR Act and its implementing regulations on the Company’s LIBOR-
linked contracts.

Enhanced Prudential Standards. The Dodd-Frank Act, as amended by the Economic Growth, Regulatory Relief,
and Consumer Protection Act of 2018 (“EGRRCPA”), directs the Federal Reserve to monitor emerging risks to
financial stability and enact enhanced supervision and prudential standards. As a bank holding company with less
than $100 billion of total consolidated assets, the Dodd Frank Act’s enhanced prudential standards generally are not
applicable to the Company. Prior to the passage of EGRRCPA, Federal Reserve rules required publicly traded bank
holding companies with $10 billion or more of total consolidated assets to establish risk committees. Under the
EGRRCPA and its implementing regulations, publicly traded bank holding companies with between $10 billion and
$50 billion of total consolidated assets, including the Company, are no longer required to maintain a risk committee.
The Company has determined, however, that it will retain its risk committee. In addition, the OCC, as the regulator
of national banks, has issued guidelines for national banks with more than $50 billion in assets that establish certain
standards for the design and implementation of a risk governance framework. These standards will become
applicable to Old National Bank once it has $50 billion in assets.

Volcker Rule. The so-called “Volcker Rule” generally restricts the ability of the Company and its subsidiaries,
including Old National Bank, to sponsor or invest in hedge funds and private equity funds or to engage in

proprietary trading. The Company generally does not engage in the businesses prohibited by the Volcker Rule;
therefore, the Volcker Rule does not have a material effect on the operations of the Company and its subsidiaries.

Future Legislation and Regulation. In addition to the specific legislation and regulations described above, various
laws and regulations are being considered by federal and state governments and regulatory agencies. Changes in law
or regulation, or in the manner in which existing regulations are applied, may change the Company’s and Old
National Bank’s operating environment in substantial and unpredictable ways and may increase reporting
requirements and compliance costs. These changes could increase or decrease the cost of doing business, increase
the Company’s expenses, decrease the Company’s revenue, limit or expand permissible activities or change the
activities in which the Company chooses to engage, or affect the competitive balance among banks, savings
associations, credit unions, and other financial institutions in ways that could adversely affect the Company and Old
National Bank.

AVAILABLE INFORMATION

All reports filed electronically by Old National with the SEC, including the annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, proxy and information statements, other information and
amendments to those reports filed or furnished (as applicable), are accessible at no cost on Old National’s website at
www.oldnational.com as soon as reasonably practicable after electronically submitting such materials to the
SEC. In addition, the SEC maintains an internet site at www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

There are a number of risks and uncertainties that could adversely affect Old National’s business, financial
condition, results of operations or cash flows, and access to liquidity, thereby affecting an investment in our
Common Stock.

Strategic, Financial, and Reputational Risks

Economic conditions have affected and could continue to adversely affect our revenues and profits.

Old National’s financial performance generally, and in particular the ability of borrowers to pay interest on and
repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and
other products and services that Old National offers, is highly dependent upon the business environment in the
markets where Old National operates and in the United States as a whole. A favorable business environment is
generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low
unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain
economic and market conditions can be caused by declines in economic growth, business activity or investor or
business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation
or interest rates; high unemployment; natural disasters, the severity and frequency of which are increasing as a result
of climate change; terrorist acts; or a combination of these or other factors.

An economic downturn, sustained high unemployment levels, stock market volatility, and/or high levels of inflation
(such as the market volatility and inflation the United States economy experienced during 2022) has in the past
negatively affected, and in the future may negatively affect, our operating results and have had, or may have, a
negative effect on the ability of our borrowers to make timely repayments of their loans, increasing the risk of loan
defaults and losses. If the forecasts of economic conditions and other economic predictions are not accurate, we
may face challenges in accurately estimating the ability of our borrowers to repay their loans. Expectations of
negative market and economic conditions will be reflected in the allowances for credit losses for loans and debt
securities to the estimated extent they will impact the credit losses of new and existing loans and debt securities over
their remaining lives. The provision for credit losses will report the entire increased credit loss expectations over the
remaining lives of the loans and debt securities in the period in which the change in expectation arises. Further,
because of the impact of such increased credit losses on earnings and capital, our ability to make loans and pay
dividends may be substantially diminished.

Changes in economic or political conditions have adversely affected, and may continue to adversely affect, Old
National’s earnings, if the ability of Old National’s borrowers to repay loans, or the value of the collateral
securing such loans, declines.

Old National’s success depends, to a certain extent, upon economic or political conditions, local and national, as
well as governmental monetary policies. Conditions such as recession, unemployment, changes in interest rates,
inflation, money supply, and other factors beyond Old National’s control have in the past adversely affected, and
may continue to adversely affect, Old National’s asset quality, deposit levels, and loan demand and, therefore, Old
National’s earnings. Because Old National has a significant amount of commercial real estate loans, decreases in
real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy
may also have a negative effect on the ability of Old National’s borrowers to make timely repayments of their loans,
which would have an adverse impact on Old National’s earnings.

Supply chain constraints, robust demand and labor shortages have led to persistent inflationary pressures throughout
the economy. Volatility and uncertainty related to inflation and its effects, which could potentially contribute to poor
economic conditions, may enhance some of the risks described in this section. For example, higher inflation could
reduce demand for our products, adversely affect the creditworthiness of our borrowers or result in lower values for
our interest-earning assets and investment securities. Any of these effects, or others that we are not able to predict,
could adversely affect our financial condition or results of operations.

Economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of
current or anticipated geopolitical uncertainties, military conflicts, including Russia’s invasion of Ukraine,
pandemics, including the COVID-19 pandemic, and global, national and local responses to such events by
governmental authorities and other third parties. These unpredictable events could create, increase or prolong
economic and financial disruptions and volatility that adversely affect the Company’s business, financial condition,
capital and results of operations.

Old National’s regional concentrations expose it to adverse economic conditions in the locations in which Old
National operates.

Substantially all of Old National’s loans are to individuals and businesses in Old National’s market areas in the
Midwest region. Therefore, the Company is, or in the future may be, particularly vulnerable to adverse changes in
economic conditions in the Midwest region. The credit quality of the Company’s borrowers may deteriorate for a
number of reasons that are outside the Company’s control, including as a result of prevailing economic and market
conditions and asset valuations. The trends and risks affecting borrower credit quality, particularly in the Midwest
region, have caused, and in the future may cause, the Company to experience impairment charges, which are
reductions in the recoverable value of an asset, increased purchase demands, wherein customers make withdrawals
with minimum notice, higher costs (e.g., servicing, foreclosure, property maintenance), additional write-downs and
losses and a potential impact to engage in lending transactions based on a reduction of customer deposits, which
could have a material adverse effect on the Company’s business, financial condition and results of operations.

Mergers and acquisitions may not produce revenue enhancements or cost savings at levels or within timeframes
originally anticipated and may result in unforeseen integration difficulties and dilution to existing shareholder
value.

We have acquired, and expect to continue to acquire, other financial institutions or parts of those institutions and
other businesses related to banking in the future, and we may engage in de novo banking center expansion. We may
also consider and enter into new lines of business or offer new products or services.

We may incur substantial costs to expand, and we can give no assurance such expansion will result in the levels of
profits we seek or expect. There can be no assurance that integration efforts for any mergers or acquisitions will be
successful or that, after giving effect to the merger or acquisition, we will achieve profits comparable to, or better
than, our historical experience. We have issued, and may in the future issue, equity securities in connection with
mergers and acquisitions, which have caused, and could in the future cause additional, ownership and economic
dilution to our current shareholders. In addition, mergers and acquisitions may involve the payment of a premium
over book and market values and, therefore, some dilution of the Company's tangible book value and net income per
common share may occur in connection with any future transaction.

Acquisitions and mergers involve a number of other expenses and risks, including:

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the time and costs associated with identifying potential new markets, as well as acquisition and merger
targets;
the accuracy of the estimates and judgments used to evaluate credit, operations, management, and market
risks with respect to the target institution;
the time and costs of evaluating new markets, hiring experienced local management, and opening new
offices, and the time lags between these activities and the generation of sufficient assets and deposits to
support the costs of the expansion;
our ability to finance an acquisition or merger and possible dilution to our existing shareholders;
the diversion of our management’s attention to the negotiation and execution of a transaction, and the
integration of the operations and personnel of the combined businesses;
entry into new markets where we lack experience;
the introduction of new products and services into our business;
the incurrence and possible impairment of goodwill or other intangible assets associated with an acquisition
or merger and possible adverse short-term effects on our results of operations;
closing delays and increased expenses related to the resolution of lawsuits filed by shareholders of target
institutions; and
the risk of loss of key employees and clients.

Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product
presence, or other projected benefits from an acquisition or merger could have a material adverse effect on the
Company's financial condition and results of operations.

Mergers and acquisitions may be delayed, impeded, or prohibited due to regulatory issues.

Mergers and acquisitions by financial institutions, including by the Company, are subject to approval by a variety of
federal and state regulatory agencies. The process for obtaining these required regulatory approvals is complex and
involves a comprehensive application review process. Regulatory approvals could be delayed, impeded, restrictively
conditioned or denied due to existing or new regulatory issues the Company may have with regulatory agencies,
including, without limitation, issues related to BSA compliance, CRA issues, fair lending laws, fair housing laws,
consumer protection laws, unfair, deceptive, or abusive acts or practices regulations and other laws and regulations.
Over the past several years, mergers of banking organizations have encountered greater regulatory, governmental
and community scrutiny and have taken substantially longer to receive the necessary regulatory approvals and other
required governmental clearances than in the past. The Company may fail to pursue, evaluate, or complete strategic
and competitively significant merger and acquisition opportunities as a result of its inability, or perceived or
anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions, or at all.
Difficulties associated with potential mergers and acquisitions that may result from these factors could have a
material adverse effect on our business, financial condition and results of operations.

Our accounting estimates and risk management processes rely on analytical and forecasting models.

The processes that we use to estimate probable credit losses and to measure the fair value of assets carried on the
balance sheet at fair value, as well as the processes used to estimate the effects of changing interest rates and other
market measures on our financial condition and results of operations, depend upon the use of analytical and
forecasting models. These models are complex and reflect assumptions that may not be accurate, particularly in
times of market stress or other unforeseen circumstances and require us to make judgments about the effect of
matters that are inherently uncertain. Different assumptions could have resulted in significant changes in valuation,
which in turn could have a material adverse effect on our financial condition and results of operations.

Old National operates in an extremely competitive market, and Old National’s business will suffer if Old National
is unable to compete effectively.

In our market area, Old National encounters significant competition from other commercial banks, savings and loan
associations, credit unions, mortgage banking firms, FinTech companies, consumer finance companies, securities
brokerage firms, insurance companies, money market mutual funds, and other financial intermediaries. Our
competitors may have substantially greater resources and lending limits than Old National does and may offer
services that Old National does not or cannot provide. Some of our nonfinancial institution competitors may have
fewer regulatory constraints, broader geographic service areas, and, in some cases, lower cost structures and, as a
result, may be able to compete more effectively for business. In particular, the activity of marketplace lenders and

other FinTechs has grown significantly over recent years and is expected to continue to grow. FinTechs have and
may continue to offer bank or bank-like products. For example, a number of FinTechs have applied for, and in some
cases received, bank or industrial loan charters. In addition, other FinTechs have partnered with existing banks to
allow them to offer deposit products to their customers. Regulatory changes may also make it easier for FinTechs to
partner with banks and offer deposit products. Other recent regulation has reduced the regulatory burden of large
bank holding companies, and raised the asset thresholds at which more onerous requirements apply, which could
cause certain large bank holding companies with less than $250 billion in total consolidated assets, which were
previously subject to more stringent enhanced prudential standards, to become more competitive or to pursue
expansion more aggressively. There is also increased competition by out-of-market competitors through online and
mobile channels. In addition, the emergence, adoption and evolution of new technologies that do not require
intermediation, including distributed ledgers, as well as advances in automation, could significantly affect
competition for financial services. Old National’s profitability depends upon our continued ability to compete
successfully in our market area.

Our business could suffer if we fail to attract and retain skilled people.

Our success depends, in large part, on our ability to attract and retain key people. Competition for the best
employees in most of the activities we engage in can be intense. We may not be able to hire the best people for key
roles or retain them. In addition, the transition to increased work-from-home and hybrid work arrangements, which
are likely to survive the COVID-19 pandemic for many companies, may exacerbate the challenges of attracting and
retaining talented and diverse employees as job markets may be less constrained by physical geography. Our current
or future approach to in-office and work-from-home arrangements may not meet the needs or expectations of our
current or prospective employees or may not be perceived as favorable as compared to the arrangements offered by
competitors, which could adversely affect our ability to attract and retain employees. The loss of any of our key
personnel or an inability to continue to attract, retain, and motivate key personnel could adversely affect our
business.

We may not be able to pay dividends in the future in accordance with past practice.

Old National has traditionally paid a quarterly dividend to its common shareholders. The payment of dividends is
subject to legal and regulatory restrictions and safety and soundness considerations. Any payment of dividends in
the future will depend, in large part, on Old National’s earnings, capital requirements, financial condition, and other
factors considered relevant by our Board of Directors.

Old National Bancorp is an entity separate and distinct from Old National Bank. Old National Bank conducts most
of our operations and Old National Bancorp depends upon dividends from Old National Bank to service its debt and
to pay dividends to Old National’s shareholders. The availability of dividends from Old National Bank is limited by
various statutes and regulations. It is possible, depending upon the financial condition including liquidity and capital
adequacy of Old National Bank and other factors, that the OCC could assert that the payment of dividends or other
payments is an unsafe or unsound practice. In addition, the payment of dividends by our other subsidiaries is also
subject to the laws of the subsidiary’s state of incorporation, and regulatory capital and liquidity requirements
applicable to such subsidiaries.

Under the terms of the junior subordinated deferrable interest debentures that Old National has issued to various
trust preferred securities trusts, Old National has the right at any time during the term of the debentures to defer the
payment of interest at any time or from time to time for an extension period not exceeding 20 consecutive quarterly
periods with respect to each extension period. In the event that Old National elects to defer interest on the
debentures, Old National may not, with certain exceptions, declare or pay any dividends or distributions on its
capital stock or purchase or acquire any of its capital stock.

Under the terms of the Old National Preferred Stock, in the event that we do not declare and pay dividends on such
Old National Preferred Stock for the most recent dividend period, we may not, with certain exceptions, declare or
pay dividends on, or purchase, redeem or otherwise acquire, shares of Common Stock or any other securities that
rank junior to such Old National Preferred Stock.

In the event that Old National Bank was unable to pay dividends to us, we in turn would likely have to reduce or
stop paying dividends on our Common Stock. Our failure to pay dividends on our Common Stock could have a
material adverse effect on the market price of our Common Stock. See “Business – Supervision and Regulation –
Dividend Limitations” and Note 21 to the consolidated financial statements.

Old National may not realize the expected benefits of its strategic imperatives.

Old National’s ability to compete depends on a number of factors, including, among others, its ability to develop and
successfully execute strategic plans and imperatives. Our strategic priorities include consistent quality earnings;
continued management discipline; strong risk management and appropriate levels of risk taking; fewer operational
surprises, disruptions, and losses; improved operational effectiveness and efficiency; more effective deployment of
resources; and increased awareness and involvement in the achievement of strategic goals. Our inability to execute
on or achieve the anticipated outcomes of our strategic priorities may affect how the market perceives us and could
impede our growth and profitability.

Climate change could have a material negative impact on the Company and clients.

The Company’s business, as well as the operations and activities of our clients, could be negatively affected by
climate change. Climate change presents both immediate and long-term risks to the Company and its clients, and
these risks are expected to increase over time. Climate change presents multi-faceted risks, including: operational
risk from the physical effects of climate events on the Company and its clients’ facilities and other assets, including
the possible reduction of the value, or destruction, of collateral for our loans; credit risk from borrowers with
significant exposure to climate risk; transition risks associated with the transition to a less carbon-dependent
economy; and reputational risk from stakeholder concerns about our practices related to climate change, the
Company’s carbon footprint, and the Company’s business relationships with clients who operate in carbon-intensive
industries.

Federal and state banking regulators and supervisory authorities, investors, and other stakeholders have increasingly
viewed financial institutions as important in helping to address the risks related to climate change both directly and
with respect to their clients, which may result in financial institutions coming under increased pressure regarding the
disclosure and management of their climate risks and related lending and investment activities. Given that climate
change could impose systemic risks upon the financial sector, either via disruptions in economic activity resulting
from the physical impacts of climate change or changes in policies as the economy transitions to a less carbon-
intensive environment, the Company may face regulatory risk of increasing focus on the Company’s resilience to
climate-related risks, including in the context of stress testing for various climate stress scenarios. Ongoing
legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in
higher regulatory, compliance, credit, and reputational risks and costs.

Although we continue to make efforts to enhance our governance of climate change-related risks and integrate
climate considerations into our risk governance framework, the risks associated with climate change are rapidly
changing and evolving in an escalating fashion, making them difficult to assess due to limited data and other
uncertainties. For example, long-term shifts in the climate, including altered distribution and intensity of rainfall,
rising sea levels and a rising heat index, negatively affect our ability to predict the effects of natural disasters
accurately. In addition, climate change may result in reduced availability of insurance for our borrowers, including
insurance that protects property pledged as collateral, which could negatively affect our ability to predict credit
losses accurately.

We could experience increased expenses resulting from strategic planning, litigation, and technology and market
changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced investor
and stakeholder confidence due to our response to climate change and our climate change strategy, which, in turn,
could have a material negative impact on our business, results of operations, and financial condition.

Old National is exposed to reputational risk.

Old National’s reputation is a key asset to its business. A negative public opinion of the Company and its business
can result from any number of activities, including the Company’s lending practices, corporate governance and
regulatory compliance, mergers and acquisitions, and actions taken by regulators or by community organizations in
response to these activities. Significant harm to the Company’s reputation could also arise as a result of regulatory or
governmental actions, litigation, employee misconduct or the activities of customers, other participants in the
financial services industry or the Company’s contractual counterparties, such as service providers and vendors. A
service disruption of the Company’s technology platforms or an impact to the Company’s branches could have a
negative impact on a customer’s access to banking services, and harm the Company’s reputation with customers. In
particular, a cybersecurity event impacting the Company’s or its customers’ data could have a negative impact on
the Company’s reputation and customer confidence in the Company and its cybersecurity. Damage to the
Company’s reputation could also adversely affect its credit ratings and access to the capital markets.

In addition, whereas negative public opinion once was primarily driven by adverse news coverage in traditional
media, the increased use of social media platforms facilitates the rapid dissemination of information or
misinformation, which magnifies the potential harm to the Company’s reputation.

Events that result in damage to the Company’s reputation may also increase our litigation risk, increase regulatory
scrutiny of the Company and its business, affect our ability to attract and retain customers and employees and have
other consequences that we may not be able to predict.

Credit Risk

If Old National’s actual credit losses for loans or debt securities exceed Old National’s allowance for credit losses
on loans and debt securities, Old National’s net income will decrease. Also, future additions to Old National’s
allowance for credit losses will reduce Old National’s future earnings.

Old National’s business depends on the creditworthiness of our clients. As with most financial institutions, we
maintain allowances for credit losses for loans and debt securities to provide for defaults and nonperformance,
which represent an estimate of expected losses over the remaining contractual lives of the loan and debt security
portfolios. This estimate is the result of our continuing evaluation of specific credit risks and loss experience,
current loan and debt security portfolio quality, present economic, political, and regulatory conditions, industry
concentrations, reasonable and supportable forecasts for future conditions, and other factors that may indicate losses.
The determination of the appropriate levels of the allowances for loan and debt security credit losses inherently
involves a high degree of subjectivity and judgment and requires us to make estimates of current credit risks and
future trends, all of which may undergo material changes. Generally, our nonperforming loans, other real estate
owned, and other repossessed property reflect operating difficulties of individual borrowers and weaknesses in the
economies of the markets we serve. The allowances may not be adequate to cover actual losses, and future
allowance for credit losses could materially and adversely affect our financial condition, results of operations, and
cash flows.

Also as described further in the risk factors above and as set forth below, the COVID-19 pandemic and Russia’s
invasion of Ukraine have created economic and financial disruptions that have adversely affected, and may continue
to adversely affect, customers.

Old National’s loan portfolio includes loans with a higher risk of loss.

Old National Bank originates commercial real estate loans, commercial loans, agricultural loans, consumer loans,
and residential real estate loans primarily within Old National’s market areas. Commercial real estate, commercial,
consumer, and agricultural loans may expose a lender to greater credit risk than loans secured by residential real
estate because the collateral securing these loans may not be sold as easily as residential real estate. These loans also
have greater credit risk than residential real estate for the following reasons:

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Commercial Real Estate Loans. Repayment is dependent upon income being generated in amounts
sufficient to cover operating expenses and debt service.
Commercial Loans. Repayment is dependent upon the successful operation of the borrower’s business.
Consumer Loans. Consumer loans (such as personal lines of credit) are collateralized, if at all, with assets
that may not provide an adequate source of payment of the loan due to depreciation, damage, or loss.
Agricultural Loans. Repayment is dependent upon the successful operation of the business, which is
greatly dependent on many things outside the control of either Old National Bank or the borrowers. These
factors include weather, input costs, commodity and land prices, and interest rates. In addition, the effects
of climate change could materially enhance the credit risks related to agricultural loans in ways that we may
not be able to predict.

In addition, as described further in this “Risk Factors” section, the Company’s credit risks may be increased by the
impacts of inflation, poor or recessionary economic conditions and financial market volatility.

Growth in our commercial real estate loan portfolio over the past several years, and potential future growth, has
resulted in, and may result in further, significant expense to implement risk management procedures and controls to
effectively evaluate and monitor the portfolio. At December 31, 2022, commercial real estate loans, including owner
occupied, investor, and real estate construction loans, totaled $12.5 billion, or 40%, of our total loan portfolio.
Commercial real estate loans generally involve a greater degree of credit risk than residential mortgage loans
because they typically have larger balances and are more affected by adverse conditions in the economy. Because

payments on loans secured by commercial real estate often depend upon the successful operation and management
of the properties and the businesses which operate from within them, repayment of such loans may be affected by
factors outside the borrower’s control. For example, emerging and evolving factors such as the shift to work-from-
home or hybrid-work arrangements, changing consumer preferences (including for online shopping), COVID-19-
related restrictions and resulting changes in occupancy rates as a result of these and other trends have had, and in the
future could have, a material effect on our borrowers’ ability to repay their loans.

If Old National forecloses on real property collateral, Old National may be subject to the increased costs
associated with the ownership of real property, resulting in reduced revenues.

Old National may have to foreclose on collateral real property to protect Old National’s investment and may
thereafter own and operate such property, in which case Old National will be exposed to the risks inherent in the
ownership of real estate. The amount that Old National, as a mortgagee, may realize after a default is dependent
upon factors outside of Old National’s control, including, but not limited to: (i) general or local economic
conditions; (ii) neighborhood values; (iii) size, use, and location of the properties; (iv) interest rates; (v) real estate
tax rates; (vi) operating expenses of the mortgaged properties; (vii) environmental remediation liabilities; (viii)
ability to obtain and maintain adequate occupancy of the properties; (ix) zoning laws; (x) governmental rules,
regulations and fiscal policies; and (xi) acts of God. Certain expenditures associated with the ownership of real
estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the income from the real
estate. Therefore, the cost of operating real property may exceed the income earned from such property, and Old
National may have to advance funds in order to protect Old National’s investment or dispose of the real property at a
loss. The foregoing expenditures and costs could adversely affect Old National’s ability to generate revenues,
resulting in reduced levels of profitability.

The soundness of other financial institutions could adversely affect Old National.

Financial services institutions are interrelated as a result of trading, clearing, counterparty, and other relationships.
Old National has exposure to many different industries and counterparties, and Old National and certain of its
subsidiaries routinely execute transactions with counterparties in the financial services industry, including brokers
and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutions. Many of these
transactions expose Old National to credit risk in the event of default of its counterparty. In addition, Old National’s
credit risk may be affected when collateral is liquidated at prices not sufficient to recover the full amount of the loan
or derivative exposure. These types of losses could materially adversely affect Old National’s results of operations
or financial condition.

Market, Interest Rate, and Liquidity Risks

The price of Old National’s Common Stock may be volatile, which may result in losses for investors.

General market price declines or market volatility in the future could adversely affect the price of Old National’s
Common Stock. In addition, the following factors may cause the market price for shares of Old National’s Common
Stock to fluctuate:

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announcements of developments related to Old National’s business;
fluctuations in Old National’s results of operations;
sales or purchases of substantial amounts of Old National’s securities in the marketplace;
general conditions in Old National’s banking niche or the global or national economy;
a shortfall or excess in revenues or earnings compared to securities analysts’ expectations;
changes in analysts’ recommendations or projections;
Old National’s announcement of new mergers, acquisitions, or other projects; and
negative news about the Company or the financial services industry generally.

Changes in interest rates could adversely affect Old National’s results of operations and financial condition. The
monetary, tax and other policies of governmental agencies, including the Federal Reserve, have a significant
impact on interest rates and overall financial market performance over which the Company has no control and
which the Company may not be able to anticipate adequately.

The Federal Reserve raised benchmark interest rates throughout 2022 and may continue to raise interest rates in
response to economic conditions, particularly inflationary pressures. Old National’s earnings depend substantially on
Old National’s interest rate spread, which is the difference between (i) the rates Old National earns on loans,

securities, and other earning assets and (ii) the interest rates Old National pays on deposits and other borrowings.
These rates are highly sensitive to many factors beyond Old National’s control, including general economic
conditions and the policies of various governmental and regulatory authorities. When market interest rates rise, such
as during 2022, Old National faces competitive pressure to increase the rates that Old National pays on deposits,
which could result in a decrease of Old National’s net interest income. When market interest rates decline, Old
National has experienced, and could in the future experience, fixed-rate loan prepayments and higher investment
portfolio cash flows, resulting in a lower yield on earning assets. Sharp fluctuations in interest rates, such as the
significant increases experienced during 2022, could enhance these risks. Old National’s earnings can also be
impacted by the spread between short-term and long-term market interest rates.

The monetary, tax and other policies of the government and its agencies, including the Federal Reserve, have a
significant impact on interest rates and overall financial market performance. These governmental policies can thus
affect the activities and results of operations of banking organizations such as the Company. An important function
of the Federal Reserve is to regulate the national supply of bank credit and certain interest rates. The actions of the
Federal Reserve influence the rates of interest that the Company charges on loans and that the Company pays on
borrowings and interest-bearing deposits and can also affect the value of the Company’s on-balance sheet and off-
balance sheet financial instruments. Also, due to the impact on rates for short-term funding, the Federal Reserve’s
policies influence, to a significant extent, the Company’s cost of such funding, and increases in short-term interest
rates have in the past increased, and may in the future increase, the Company’s cost of short-term funding.

Changes in the method pursuant to which the LIBOR and other benchmark rates are determined could adversely
impact our business and results of operations.

Our floating-rate funding, certain hedging transactions and certain of the products that we offer, such as floating-rate
loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate,
such as LIBOR, or to an index, currency, basket, or other financial metric. The administrator of LIBOR has
announced that the publication of the most commonly used U.S. Dollar LIBOR settings will cease to be provided or
will cease to be representative after June 30, 2023. The publication of all other LIBOR settings ceased to be
provided or ceased to be representative as of December 31, 2021. The U.S. federal banking agencies had also issued
guidance strongly encouraging banking organizations to cease using the U.S. Dollar LIBOR as a reference rate in
“new” contracts by December 31, 2021 at the latest. In March 2022, the LIBOR Act was signed into law. The
LIBOR Act and its implementing regulations provide a uniform approach for replacing LIBOR as a reference
interest rate in certain contracts as a matter of law. See “Business – Supervision and Regulation – LIBOR Act.”

Regulators, industry groups, and certain committees (e.g., the Alternative Reference Rates Committee) have, among
other things, published recommended fallback language for LIBOR-linked financial instruments, identified
recommended alternatives for certain LIBOR rates (e.g., the Secured Overnight Financing Rate as the recommended
alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate
instruments. At this time, it is not possible to predict whether these recommendations and proposals will be broadly
accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets
for floating-rate financial instruments.

The discontinuation of LIBOR, changes in LIBOR, or changes in market perceptions of the acceptability of LIBOR
as a benchmark could result in changes to our risk exposures (for example, if the anticipated discontinuation of
LIBOR adversely affects the availability or cost of floating-rate funding and, therefore, our exposure to fluctuations
in interest rates) or otherwise result in losses on a product or having to pay more or receive less on securities that we
own or have issued. In addition, such uncertainty could result in pricing volatility and increased capital
requirements, loss of market share in certain products, adverse tax or accounting impacts, and compliance, legal and
operational costs and risks associated with client disclosures, discretionary actions taken or negotiation of fallback
provisions, systems disruption, business continuity, and model disruption.

The Company must maintain adequate sources of funding and liquidity.

The Company’s liquidity and ability to fund and operate its business could be materially adversely affected by a
variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market
or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows
of cash or collateral and/or ability to access capital markets on favorable terms. Negative news about the Company
or the financial services industry generally may reduce market or customer confidence in the Company, which could
in turn materially adversely affect the Company’s liquidity and funding. Such reputational damage may result in the
loss of customer deposits, the inability to sell or securitize loans or other assets, and downgrades in one or more of

the Company’s credit ratings, and may also negatively affect the Company’s ability to access the capital markets. A
downgrade in the Company’s credit ratings, which could result from general industry-wide or regulatory factors not
solely related to the Company, could adversely affect the Company’s ability to borrow funds, including by raising
the cost of borrowings substantially, and could cause creditors and business counterparties to raise collateral
requirements or take other actions that could adversely affect Old National’s ability to raise capital. Many of the
above conditions and factors may be caused by events over which Old National has little or no control. There can be
no assurance that significant disruption and volatility in the financial markets will not occur in the future.

If the Company is unable to continue to fund assets through customer bank deposits or access funding sources on
favorable terms or if the Company suffers an increase in borrowing costs or otherwise fails to manage liquidity
effectively, the Company’s liquidity, operating margins, financial condition and results of operations may be
materially adversely affected. The Company may also need to raise additional capital and liquidity through the
issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common
stock dividends or share repurchases to preserve capital and liquidity.

If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.

The total amount that the Company pays for funding costs is dependent, in part, on the Company’s ability to
maintain or grow its deposits. If the Company is unable to sufficiently maintain or grow its deposits to meet liquidity
objectives, it may be subject to paying higher funding costs. The Company competes with banks and other financial
services companies for deposits. Recent increases in short-term interest rates have resulted in and are expected to
continue to result in more intense competition in deposit pricing. If competitors raise the rates they pay on deposits,
the Company’s funding costs may increase, either because the Company raises rates to avoid losing deposits or
because the Company loses deposits to competitors and must rely on more expensive sources of funding. Customers
may also move noninterest-bearing deposits to interest bearing accounts, increasing the cost of those deposits.
Checking and savings account balances and other forms of customer deposits may decrease when customers
perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. The Company’s
bank customers could withdraw their money and put it in alternative investments, causing the Company to lose a
lower cost source of funding. Higher funding costs could reduce the Company’s net interest margin and net interest
income.

Our wholesale funding sources may prove insufficient to replace deposits or support our future growth.

As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and
repayments and maturities of loans and investments. These sources include brokered deposits, repurchase
agreements, federal funds purchased, and Federal Home Loan Bank advances. Negative operating results or changes
in industry conditions could lead to an inability to replace these additional funding sources at maturity. Our financial
flexibility could be constrained if we are unable to maintain our access to funding or if adequate financing is not
available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily
on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover
our costs. In this case, our results of operations and financial condition would be negatively affected.

Old National relies on dividends from Old National Bank for its liquidity.

Old National Bancorp is a separate and distinct legal entity from its subsidiaries. Old National Bancorp typically
receives substantially all of its revenue from subsidiary dividends. These dividends are Old National Bancorp’s
principal source of funds to pay dividends on common and preferred stock, pay interest and principal on its debt, and
fund purchases of its common stock. Various federal and/or state laws and regulations, as well as regulatory
expectations, limit the amount of dividends that Old National Bank and certain non-bank subsidiaries may pay. See
“Item 1 — Business — Supervision and Regulation — Dividends Limitations” for a discussion of restrictions on
dividends. Limitations on the Company’s ability to receive dividends from its subsidiaries could have a material
adverse effect on its liquidity and ability to pay dividends on its stock or interest and principal on its debt, and ability
to fund purchases of its common stock.

A reduction in our credit rating could adversely affect our business and/or the holders of our securities.

The credit rating agencies rating our indebtedness regularly evaluate Old National and Old National Bank. Credit
ratings are based on a number of factors, including our financial strength and ability to generate earnings, as well as
factors not entirely within our control, including conditions affecting the financial services industry generally and
the economy and changes in rating methodologies. There can be no assurance that we will maintain our current

credit ratings. A downgrade of the credit ratings of Old National or Old National Bank could adversely affect our
access to liquidity and capital, significantly increase our cost of funds, and decrease the number of investors and
counterparties willing to lend to us or purchase our securities. This could affect our growth, profitability, and
financial condition, including liquidity.

Operational Risks

A failure or breach, including cyber-attacks, of our operational or security systems could disrupt our business,
result in the disclosure of confidential information, damage our reputation, and create significant financial and
legal exposure.

Although we devote significant resources to maintain and regularly upgrade our systems and processes that are
designed to protect the security of our computer systems, software, networks, and other technology assets and the
confidentiality, integrity, and availability of information belonging to us and our clients, there is no assurance that
our security measures will provide absolute security. Further, to access our products and services our clients may
use computers and mobile devices that are beyond our security control systems. In fact, many other financial
services institutions and companies engaged in data processing have reported breaches in the security of their
websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain
unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often
through the introduction of computer viruses or malware, cyberattacks, and/or malicious code, or by means of
phishing attacks, social engineering and other means.

As our reliance on technology systems increases, including as a result of work-from-home arrangements, the
potential risks of technology-related interruptions in our operations or the occurrence of cyber incidents also
increases. Our technologies, systems, networks and our customers’ devices are periodically the target of
cyberattacks, and may be the target of future cyberattacks. Malicious actors may also attempt to fraudulently induce
employees, customers or other users of our systems to disclose sensitive information, including passwords and other
identifying information, in order to gain access to data or our systems.

Certain financial institutions in the United States have also experienced attacks from technically sophisticated and
well-resourced third parties that were intended to disrupt normal business activities by making internet banking
systems inaccessible to clients for extended periods. These “denial-of-service” attacks typically do not breach data
security systems, but require substantial resources to defend, and may affect client satisfaction and behavior. There
have been several well-publicized attacks on various companies, including in the financial services industry, and
personal, proprietary, and public e-mail systems in which the perpetrators gained unauthorized access to confidential
information and customer data, often through the introduction of computer viruses or malware, cyberattacks,
phishing, or other means. Even if not directed at the Company or its subsidiaries specifically, attacks on other
entities with whom we do business or on whom we otherwise rely or attacks on financial or other institutions
important to the overall functioning of the financial system could adversely affect, directly or indirectly, aspects of
our business.

Despite our efforts to ensure the integrity of our systems, it is possible that we may not be able to anticipate or to
implement effective preventive measures against all security breaches, especially because the techniques used
change frequently or are not recognized until launched, and because security attacks can originate from a wide
variety of sources, including persons who are involved with organized crime or associated with external service
providers or who may be linked to terrorist organizations or hostile foreign governments. As cyber threats continue
to evolve, we may be required to expend significant additional resources to continue to modify or enhance our
systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks
associated with implementing and integrating new systems. Due to the complexity and interconnectedness of
information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions
and security issues.

If our security systems were penetrated or circumvented, it could cause serious negative consequences for us,
including significant disruption of our operations, misappropriation of our confidential information or that of our
clients, or damage our computers or systems and those of our clients and counterparties, and could result in
violations of applicable privacy and other laws, financial loss to us or to our clients, loss of confidence in our
security measures, client dissatisfaction, significant litigation exposure, regulatory action, and harm to our
reputation, all of which could have a material adverse effect on us.

Old National is subject to laws and regulations relating to the privacy of the information of clients, employees or
others, and any failure to comply with these laws and regulations could expose the Company to liability and/or
reputational damage. Changes to customer data privacy laws and regulations may impose additional operational
burdens on the Company, may limit the Company’s ability to pursue desirable business initiatives and increase the
risks associated with any future use of customer data. Compliance with these laws and regulations may require
changes to policies, procedures and technology for information security and segregation of data, which could,
among other things, make the Company more vulnerable to operational failures, and to monetary penalties, litigation
or regulatory enforcement actions for breach of such laws and regulations.

As privacy-related laws and regulations are implemented, they may also limit how companies like Old National can
use customer data and impose obligations on companies in their management of such data. The time and resources
needed for the Company to comply with such laws and regulations, as well as its potential liability for non-
compliance and reporting obligations in the case of data breaches, may significantly increase.

We rely on third party vendors, which could expose Old National to additional cybersecurity and operational
risks.

Third party vendors provide key components of our business infrastructure, including certain data processing and
information services. Third parties may transmit confidential, propriety information on our behalf. Although we
require third party providers to maintain certain levels of information security, such providers may remain
vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious attacks that could
ultimately compromise sensitive information. While we may contractually limit our liability in connection with
attacks against third party providers, Old National remains exposed to the risk of loss associated with such vendors.
In addition, operational errors, information system failures, or interruptions of vendors’ systems, or difficulty
communicating with vendors, could expose us to disruption of operations, loss of service or connectivity to
customers, reputational damage, and litigation risk that could have a material adverse effect on our business and, in
turn, our financial condition and results of operations.

In addition, our operations are exposed to risk that vendors will not perform in accordance with the contracted
arrangements under service level agreements. Although we have selected external vendors carefully, we do not
control their actions. The failure of an external vendor to perform in accordance with the contracted arrangements
under service level agreements, because of changes in the vendor’s organizational structure, financial condition,
support for existing products and services, or strategic focus or for any other reason, could be disruptive to our
operations, which could have a material adverse effect on our business and, in turn, our financial condition and
results of operations. Replacing a vendor, particularly a large national entity with a dominant market presence, such
as a number of our current vendors, could also cause us to incur significant delay and expense.

Failure to keep pace with technological change could adversely affect Old National’s results of operations and
financial condition.

The financial services industry is continually undergoing rapid technological change with frequent introductions of
new technology-driven products and services. The effective use of technology increases efficiency and enables
financial institutions to better serve clients and to reduce costs. Old National’s future success depends, in part, upon
its ability to address client needs by using technology to provide products and services that will satisfy client
demands, as well as to create additional efficiencies in Old National’s operations. Old National may not be able to
effectively implement new technology-driven products and services or be successful in marketing these products and
services to its clients. Failure to successfully keep pace with technological change affecting the financial services
industry could negatively affect Old National’s growth, revenue, and profit.

Failure to successfully implement and integrate future system enhancements could adversely affect the Company’s
ability to provide timely and accurate financial information in compliance with legal and regulatory requirements,
which could result in sanctions from regulatory authorities. Future system enhancements could have higher than
expected costs and/or result in operating inefficiencies, which could increase the costs associated with the
implementation as well as ongoing operations.

Upgrading the Company’s computer systems, software, and networks subjects the Company to the risk of
disruptions, failures, or delays due to the complexity and interconnectedness of the Company’s computer systems,
software, and networks. The failure to properly upgrade or maintain these computer systems, software, and networks
could result in greater susceptibility to cyber-attacks, particularly in light of the greater frequency and severity of
attacks in recent years, as well as the growing prevalence of supply chain attacks affecting software and information
service providers. Failures related to upgrades and maintenance also increase risks related to unauthorized access
and misuse. There can be no assurance that any such disruptions, failures, or delays will not occur or, if they do
occur, that they will be adequately addressed.

Changes in consumer use of banks and changes in consumer spending and savings habits could adversely affect
Old National’s financial results.

Technology and other changes now allow many clients to complete financial transactions without using banks. For
example, consumers can pay bills and transfer funds directly without going through a bank. This process of
eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of client deposits and
income generated from those deposits. In addition, changes in consumer spending and savings habits could
adversely affect Old National’s operations, and Old National may be unable to timely develop competitive new
products and services in response to these changes.

Old National’s controls and procedures may fail or be circumvented, and Old National’s methods of reducing
risk exposure may not be effective.

Old National regularly reviews and updates its internal controls, disclosure controls and procedures, and corporate
governance policies and procedures. Old National also maintains an Enterprise Risk Management program designed
to identify, manage, mitigate, monitor, aggregate, and report risks. Any system of controls and any system to reduce
risk exposure, however well designed and operated, is based in part on certain assumptions and can provide only
reasonable, not absolute, assurances that the objectives of the system are met. Additionally, instruments, systems,
and strategies used to hedge or otherwise manage exposure to various types of market compliance, credit, liquidity,
operational, and business risks and enterprise-wide risk could be less effective than anticipated. As a result, Old
National may not be able to effectively mitigate its risk exposures in particular market environments or against
particular types of risk.

Pandemics, acts of war or terrorism and other adverse external events could significantly affect Old National’s
business.

Pandemics, including the COVID-19 pandemic, acts of war, military conflicts, including Russia’s invasion of
Ukraine, or terrorism and other adverse external events, including severe weather and other natural disasters, could
have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of the
Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral
securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur
additional expenses. Although the Company has established disaster recovery plans and procedures, and monitors
for significant environmental effects on its properties or its investments, the occurrence of any such event could have
a material adverse effect on the Company.

For example, the COVID-19 pandemic has created economic and financial disruptions that have adversely affected,
and may continue to adversely affect, the Company’s business, financial condition, liquidity, loans, asset quality,
capital, and results of operations. The extent to which the COVID-19 pandemic will continue to negatively affect the
Company will depend on future developments that are highly uncertain and cannot be predicted and many of which
are outside of the Company’s control. These future developments may include the scope and duration of any surges
in the COVID-19 pandemic, the emergence of new variants of COVID-19 and the continued effectiveness of
vaccines against such variants, the continued effectiveness of the Company’s business continuity plan including
work-from-home arrangements and staffing at branches and certain other facilities, the direct and indirect impact of
the COVID-19 pandemic on the Company’s employees, clients, counterparties and service providers, as well as on
other market participants, actions taken, or that may yet be taken, by governmental authorities and other third parties
in response to the COVID-19 pandemic, and the effectiveness and public acceptance of vaccines for COVID-19.

Depending on the impact of the pandemic and Russia’s invasion of Ukraine on general economic and market
conditions, consumer and corporate spending and investment and borrowing patterns, there is a risk that adverse
conditions could occur, including supply chain disruptions; higher inflation; decreased demand for the Company’s
products and services or those of its borrowers, which could increase credit risk; challenges related to maintaining

sufficient qualified personnel due to labor shortages, talent attrition, employee illness, willingness to return to work;
disruptions to business operations at the Company and at counterparties, vendors and other service providers.

The war between Russia and Ukraine has negatively affected the global economy. In addition, governments around
the world have responded to Russia’s invasion by imposing economic sanctions and export controls on certain
industry sectors and parties in Russia. Russia has responded with its own restrictions against investors and countries
outside Russia and has proposed additional measures aimed at non-Russia owned businesses. Businesses in the U.S.
and globally have experienced shortages in materials and increased costs for transportation, energy, and raw
materials due in part to the negative effects of the war on the global economy. The escalation or continuation of the
war between Russia and Ukraine or other hostilities could result in, among other things, further increased risk of
cyberattacks, supply chain disruptions, higher inflation, lower consumer demand and increased volatility in
commodity, currency, and other financial markets.

To the extent that pandemics, including the COVID-19 pandemic, acts of war, including Russia’s invasion of
Ukraine, or terrorism and other external events adversely affect Old National’s business, financial, liquidity, capital,
or results of operations, it may also have the effect of heightening many of the other risks described in this “Risk
Factors” section.

Old National is subject to environmental liability risk associated with lending activities.

A significant portion of the Company's loan portfolio is secured by real property. During the ordinary course of
business, the Company may foreclose on and take title to properties securing certain loans. There is a risk that
hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the
Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental
laws may require the Company to incur substantial expenses and could materially reduce the affected property's
value or limit the Company's ability to sell the affected property or to repay the indebtedness secured by the
property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing
laws may increase the Company's exposure to environmental liability. Although the Company has policies and
procedures to perform an environmental review before initiating any foreclosure action on real property, these
reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other
financial liabilities associated with an environmental hazard could have a material adverse effect on the Company's
business, financial condition, results of operations, and liquidity.

Old National’s reported financial condition and results of operations depend on management’s selection of
accounting methods and require management to make estimates about matters that are uncertain.

Accounting policies and processes are fundamental to the Company’s reported financial condition and results of
operations. Some of these policies require use of estimates and assumptions that may affect the reported amounts of
assets or liabilities and financial results. Several of Old National’s accounting policies are critical because they
require management to make difficult, subjective and complex judgments about matters that are inherently uncertain
and because it is likely that materially different amounts would be reported under different conditions or using
different assumptions. Pursuant to generally accepted accounting principles, management is required to make certain
assumptions and estimates in preparing the Company’s financial statements. If assumptions or estimates underlying
the Company’s financial statements are incorrect, the Company may experience material losses.

Management has identified certain accounting policies as being critical because they require management’s
judgment to ascertain the valuations of assets, liabilities, commitments and contingencies. A variety of factors could
affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset,
valuing an asset or liability, or recognizing or reducing a liability. Old National has established detailed policies and
control procedures with respect to these critical accounting estimates. However, because of the uncertainty
surrounding judgments and the estimates pertaining to these matters, Old National could be required to adjust
accounting policies or restate prior period financial statements if those judgments and estimates prove to be
incorrect.

Legal, Regulatory, and Compliance Risks

We have risk related to legal proceedings.

We are involved in judicial, regulatory, and arbitration proceedings concerning matters arising from our business
activities and fiduciary responsibilities. We establish reserves for legal claims when payments associated with the

claims become probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even
if we have not established a reserve. In addition, the actual cost of resolving a legal claim may be substantially
higher than any amounts reserved for that matter. The ultimate resolution of a pending or future proceeding,
depending on the remedy sought and granted, could materially adversely affect our results of operations and
financial condition.

Old National operates in a highly regulated environment, and changes in laws and regulations to which Old
National is subject may adversely affect Old National’s results of operations.

Old National operates in a highly regulated environment and is subject to extensive regulation, supervision, and
examination by, among others, the OCC, the FDIC, the CFPB, and the Federal Reserve, and applicable state laws.
Such regulation and supervision is primarily intended for the protection of the depositors and federal deposit
insurance funds. In addition, the U.S. Department of the Treasury (the “U.S. Treasury”) has certain supervisory and
oversight duties and responsibilities. See “Business – Supervision and Regulation” herein.

Our business is highly regulated and the laws, rules, regulations, and supervisory guidance and policies applicable to
us are subject to regular modification and change, and there have been significant revisions to the laws and
regulations applicable to banks and bank holding companies that have been enacted or proposed in recent years. In
addition, we expect that we will remain subject to extensive regulation and supervision, and that the level of
regulatory scrutiny may fluctuate over time, based on numerous factors, including the OCC’s heightened standards,
when applicable to us, changes in the U.S. presidential administration or one or both houses of Congress and public
sentiment regarding financial institutions (which can be influenced by scandals and other incidents that involve
participants in the industry). We are unable to predict the form or nature of any future changes to statutes or
regulation, including the interpretation or implementation thereof. Changes to statutes, regulations, or regulatory
policies, including changes in interpretation or implementation of statutes, regulations, or policies, have and could in
the future subject us to additional costs, limit the types of financial services and products we may offer, and/or
increase the ability of non-banks to offer competing financial services and products, among other things. Failure to
comply with laws, regulations, policies or supervisory guidance could result in enforcement and other legal actions
by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, revocation of a
banking charter, other sanctions by regulatory agencies, civil money penalties, and/or reputational damage, which
could have a material adverse effect on our business, financial condition, and results of operations.

We may incur fines, penalties and other negative consequences from regulatory violations, possibly even
inadvertent or unintentional violations.

The financial services industry is subject to significant regulation and scrutiny from bank supervisors in the
examination process and aggressive enforcement of federal and state regulations, particularly with respect to
mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering,
BSA and OFAC regulations, and economic sanctions against certain foreign countries and nationals. Enforcement
actions may be initiated for violations of laws and regulations and unsafe or unsound practices. In addition, some
legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the
noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to
ensure compliance in place at the time. There have been a number of significant enforcement actions in recent years
by regulators, state attorneys general and the Department of Justice against banks and other non-bank financial
institutions with respect to anti-money laundering and sanctions laws, and some have resulted in substantial
penalties including criminal pleas. Although the Company has adopted policies and procedures designed to comply
with these laws, any failure to comply with these laws and other regulations, or to maintain an adequate compliance
program, could result in significant fines, penalties, lawsuits, regulatory sanctions, reputational damage, or
restrictions on our business.

Changes in accounting policies, standards, and interpretations could materially affect how Old National reports
its financial condition and results of operations.

The FASB periodically changes the financial accounting and reporting standards governing the preparation of Old
National’s financial statements. Additionally, those bodies that establish and/or interpret the financial accounting
and reporting standards (such as the FASB, SEC, and banking regulators) may change prior interpretations on how
these standards should be applied. These changes can be difficult to predict and can materially affect how Old
National records and reports its financial condition and results of operations. In some cases, Old National could be
required to retroactively apply a new or revised standard, resulting in changes to previously reported financial
results.

If Old National fails to meet regulatory capital requirements which may require heightened capital levels, we may
be forced to raise capital or sell assets.

Old National is subject to regulations that require us to satisfy certain capital ratios, such as the ratio of our Tier 1
capital to our risk-based assets. Regulators have implemented and may, from time to time, implement changes to
these regulatory capital adequacy requirements. If we are unable to satisfy these regulatory capital requirements, due
to a decline in the value of our loan portfolio or otherwise, we will be required to improve such capital ratios by
either raising additional capital or by disposing of assets. If we choose to dispose of assets, we cannot be certain that
we will be able to do so at prices that we believe to be appropriate, and our future operating results could be
negatively affected. If we choose to raise additional capital, we may accomplish this by selling additional shares of
Common Stock, or securities convertible into or exchangeable for Common Stock, which could dilute the ownership
percentage of holders of our Common Stock and cause the market price of our Common Stock to decline.
Additionally, events or circumstances in the capital markets generally may increase our capital costs and impair our
ability to raise capital at any given time. See “Business – Supervision and Regulation – Capital Adequacy” herein
for further discussion on regulatory capital requirements applicable to the Company and Old National Bank.

Old National could be subject to adverse changes or interpretations of tax laws, tax audits, or challenges to our
tax positions.

Old National is subject to federal and applicable state income tax laws and regulations. Income tax laws and
regulations are often complex and require significant judgment in determining the Company’s effective tax rate and
in evaluating the Company’s tax positions. Changes in tax laws, changes in interpretations, guidance or regulations
that may be promulgated, or challenges to judgments or actions that the Company may take with respect to tax laws
could negatively impact our current and future financial performance.

In addition, our determination of our tax liability is subject to review by applicable tax authorities. In the normal
course of business, we are routinely subject to examinations and challenges from federal and applicable state and
local taxing authorities regarding the amount of taxes due in connection with investments we have made and the
businesses in which we have engaged. Recently, federal and state and local taxing authorities have been increasingly
aggressive in challenging tax positions taken by financial institutions. The challenges made by taxing authorities
may result in adjustments to the timing or amount of taxable income or deductions, or the allocation of income
among tax jurisdictions. Any such challenges that are not resolved in our favor may adversely affect our effective
tax rate, tax payments or financial condition.

Our earnings could be adversely impacted by incidences of fraud and compliance failure.

Financial institutions are inherently exposed to fraud risk. A fraud can be perpetrated by an employee, a vendor, or
members of the general public, or by or at a client of Old National. We are most subject to fraud and compliance
risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, and
checking transactions. Our largest fraud risk, associated with the origination of loans, includes the intentional
misstatement of information in property appraisals or other underwriting documentation provided to us by third
parties. Compliance risk is the risk that loans are not originated in compliance with applicable laws and regulations
and our standards. There can be no assurance that we can prevent or detect acts of fraud or violation of law or our
compliance standards by the third parties that we deal with. Repeated incidences of fraud or compliance failures
would adversely impact the performance of our loan portfolio.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

As of December 31, 2022, Old National and its affiliates operated a total of 263 banking centers located primarily
throughout the Midwest region. Of these facilities, 140 were owned and 123 were leased from unaffiliated third
parties. See Note 6 Leases to the consolidated financial statements included in Item 8 of Part II of this Form 10-K
for additional information.

Old National also has several administrative offices located throughout its footprint, including its corporate
headquarters located in Evansville, Indiana, which was purchased by Old National in 2016, as well as its leased
commercial and consumer banking operations headquartered in Chicago, Illinois.

ITEM 3. LEGAL PROCEEDINGS

See Note 20 Commitments, Contingencies, and Financial Guarantees to the consolidated financial statements
included in Item 8 of Part II of this Form 10-K for information regarding certain legal proceedings in which we are
involved.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Old National’s Common Stock is traded on the NASDAQ under the ticker symbol “ONB.” There were 57,134
shareholders of record as of December 31, 2022. Old National did not sell any equity securities during 2022 that
were not registered under the Securities Act of 1933.

The following table summarizes the purchases of Common Stock made by Old National during the fourth quarter of
2022:

Period
10/1/22 - 10/31/22
11/1/22 - 11/30/22
12/1/22 - 12/31/22

Total

Total
Number
of Shares
Purchased (1)

Average
Price
Paid Per
Share

815
3,173
11,017
15,005

$16.90
19.54
15.96
$16.77

Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (2)

Maximum Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans
or Programs (2)

—
—
—
—

$136,093,633
136,093,633
136,093,633
$136,093,633

(1) Consists of shares acquired pursuant to the Company’s share-based incentive programs. Under the terms of the Company’s
share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax
withholding obligations associated with the vesting of restricted stock.

(2) On February 17, 2022, the Company issued a press release announcing that its Board of Directors approved a stock

repurchase program that authorizes the Company to repurchase up to $200 million of the Company’s outstanding shares of
common stock, as conditions warrant, through January 31, 2023. No shares were repurchased during the fourth quarter of
2022 under the Company’s Board-approved stock repurchase program.

The table below compares five-year cumulative total returns for our Common Stock to cumulative total returns of a
broad-based equity market index and published industry indices. The comparison of shareholder returns (change in
December year end stock price plus reinvested dividends) for each of the periods assumes that $100 was invested on
December 31, 2017, in each of the common stock of the Company, the S&P 500 Index, the KBW NASDAQ Bank
Index, and the KBW NASDAQ Regional Banking Index, with investment weighted on the basis of market
capitalization.

Source: S&P Global Market Intelligence

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

General Overview
Corporate Developments in Fiscal 2022
Business Outlook
Financial Highlights
Non-GAAP Financial Measures
Results of Operations
Financial Condition
Risk Management
Material Contractual Obligations, Commitments, and Contingent Liabilities
Critical Accounting Estimates

Page
34
34
35
36
38
41
46
52
64
64

The following discussion is an analysis of our results of operations for the fiscal years ended December 31, 2022,
2021, and 2020, and financial condition as of December 31, 2022 and 2021. This discussion and analysis should be
read in conjunction with our consolidated financial statements and related notes. This discussion contains forward-
looking statements concerning our business. Readers are cautioned that, by their nature, forward-looking statements
are based on estimates and assumptions and are subject to risks, uncertainties, and other factors. Actual results may
differ materially from our expectations that are expressed or implied by any forward-looking statement. The
discussion in Item 1A, “Risk Factors,” lists some of the factors that could cause our actual results to vary materially
from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this
discussion by reference.

GENERAL OVERVIEW

Old National is the largest financial holding company headquartered in the state of Indiana and the sixth largest
Midwestern bank by asset size. The Company’s corporate headquarters and principal executive office are located in
Evansville, Indiana with commercial and consumer banking operations headquartered in Chicago, Illinois. Old
National, through Old National Bank, provides a wide range of banking services throughout the Midwest region,
including commercial and consumer loan and depository services, and other traditional banking services. Old
National also provides services to supplement its traditional banking business including fiduciary and wealth
management services, investment and brokerage services, investment consulting, and other financial services.

CORPORATE DEVELOPMENTS IN FISCAL 2022

Old National had a transformational year in 2022, evidenced by our merger with First Midwest, successful
completion of all related systems conversions, solid client growth, and strong talent retention and attraction. Key
performance indicators experienced in 2022 included:

•
•

net income applicable to common shareholders of $414.2 million, or $1.50 per diluted common share;
net interest margin expansion of 58 basis points, reflective of strong loan growth and the higher rate
environment;
robust, broad-based loan growth of 12%;

•
• maintenance of a stable, low-cost deposit base along with a loan to deposit ratio of 89%;
•
•

disciplined expense management; and
excellent credit and capital metrics including net charge-offs to average loans of 0.06%.

Our net interest income increased to $1.3 billion during 2022, compared to $596.4 million in 2021 driven by the
First Midwest merger, loan growth, and the higher rate environment. Noninterest income increased from $214.2
million in 2021 to $399.8 million in 2022 reflecting the First Midwest merger and a $90.7 million gain on the sale of
health savings accounts in the fourth quarter of 2022, partially offset by lower mortgage banking revenue, which
was impacted by the higher rate environment, and, accordingly, lower production and gain on sale margins. Our
noninterest expenses increased from $501.4 million in 2021 to $1.0 billion in 2022 reflective of the additional
operating costs associated with the First Midwest merger, as well as $120.9 million of merger-related expenses and
$26.8 million for property optimization. In addition, higher incentive accruals resulting from strong performance
contributed to the increase.

On February 15, 2022, Old National completed its previously announced merger of equals transaction with First
Midwest. At closing, Old National acquired $21.9 billion of assets, including $14.3 billion of loans, and assumed
$17.2 billion of deposits. Old National completed branding and all systems conversions in the third quarter of 2022.

On November 18, 2022, Old National completed its previously announced transaction with UMB, pursuant to which
UMB acquired Old National’s business of acting as a qualified custodian for, and administering, health savings
accounts. Old National served as custodian for health savings accounts comprised of both investment accounts and
deposit accounts. At closing, the health savings accounts held in deposit accounts that were transferred totaled
approximately $382 million and the transaction resulted in a $90.7 million pre-tax gain.

In early December of 2022, Old National implemented several enhancements to its overdraft protection programs to
provide clients with more flexibility. The changes included the elimination of the non-sufficient fund (“NSF”) fee
when an item is returned, among other modifications that benefit consumers that will impact service charges on
deposit accounts.

Pandemic Update

As previously disclosed, the COVID-19 pandemic has created economic and financial disruptions that continued to
adversely affect our operations during 2022. Our historically disciplined underwriting practices, diverse and granular
portfolios, and Midwest-based footprint have helped minimize the adverse impact to Old National. The pandemic
has become less disruptive to the Company’s business, financial condition, results of operations, and its clients as of
December 31, 2022 than in prior periods.

BUSINESS OUTLOOK

In 2022, Old National benefited from the tailwinds of the Federal Reserve’s target interest rate increases in general,
and we enter 2023 proactively managing our balance sheet for a potential downshift in interest rates. Old National’s
peer leading deposit franchise adds value in any economic cycle as deposits typically cost less than other types of
funding. Our healthy commercial loan pipeline heading into 2023 bodes well for future organic growth, which
remains a top priority for the Company.

Our transformational merger with First Midwest accelerated our evolution into a commercially-oriented regional
bank that expects to consistently deliver top quartile performance. The accomplishment of merger-related cost saves
and our enduring focus on the fundamentals of basic banking, including loan growth, expansion of revenue-
generating businesses, prudent capital deployment, and expense management, will help us to deliver meaningful,
positive operating leverage.

Organic loan growth continues to be our priority. As we enter into 2023, our commercial loan production and
pipeline are at robust levels, yet we continue to adhere to our disciplined underwriting process. We believe our
approach to downgrading troubled credits early and a patient approach to resolving issues results in better outcomes
for our clients and ultimately lower costs for Old National. Old National credit quality remains strong, and we have
not experienced any specific sector credit related weaknesses, yet we will remain diligent in adhering to our risk
profile and underwriting standards.

As we look ahead to 2023, we believe our increased scale, relationship banking approach, skilled team members,
geographic reach, strong balance sheet, including our peer leading deposit franchise, and operating efficiency will
allow us to continue to create value for our shareholders and drive positive operating leverage.

FINANCIAL HIGHLIGHTS

The following table sets forth certain financial highlights of Old National for the previous five quarters:

(dollars and shares in thousands,
except per share data)

Income Statement:

Net interest income
Taxable equivalent adjustment (1)
Net interest income - taxable equivalent basis
Provision for credit losses (2)
Noninterest income
Noninterest expense (2)
Net income (loss) available to common shareholders
Per Common Share Data:
Weighted average diluted common shares
Net income (loss) (diluted)
Cash dividends
Common dividend payout ratio (3)
Book value
Stock price
Tangible common book value (4)
Performance Ratios:
Return on average assets
Return on average common equity
Return on tangible common equity (4)
Return on average tangible common equity (4)
Net interest margin (4)
Efficiency ratio (4)
Efficiency ratio (prior presentation) (5)
Net charge-offs (recoveries) to average loans
Allowance for credit losses on loans to ending loans
Allowance for credit losses (6) to ending loans
Non-performing loans to ending loans
Balance Sheet:
Total loans
Total assets
Total deposits
Total borrowed funds
Total shareholders' equity
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity
Tier 1
Total

Leverage ratio (to average assets)
Total equity to assets (averages)
Tangible common equity to tangible assets (4)
Nonfinancial Data:
Full-time equivalent employees
Banking centers

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2022

2021

391,090

376,589

337,472

222,785

146,781

5,378

396,468
11,408
165,037
282,675

4,950

381,539
15,490
80,385
262,444

4,314

341,786
9,165
89,117
277,475

3,772

226,557
108,736
65,240
215,589

3,442

150,223
(1,332)
51,484
131,355

196,701

136,119

110,952

(29,603)

56,188

293,131
0.67
0.14

21 %

16.68
17.98
9.42

1.74 %
16.77
29.25
31.53
3.85
49.12

N/A
0.05
0.98
1.08
0.81

292,483
0.47
0.14

30 %

16.05
16.47
8.75

1.22 %
11.13
22.07
20.49
3.71
55.26
56.17
0.10
0.99
1.08
0.81

291,881
0.38
0.14

37 %

16.51
14.79
9.23

1.01 %
9.08
17.21
16.93
3.33
62.72
62.70
0.02
0.97
1.05
0.78

$
$

227,002
(0.13)
0.14
(108) %
17.03
16.38
9.71

$
$

(0.31) %
(2.89)
(3.61)
(4.03)
2.88
72.32
76.15
0.05
0.99
1.07
0.88

166,128
0.34
0.14

41 %

18.16
18.12
11.70

0.93 %
7.49
11.98
12.07
2.77
63.98
64.27
(0.04)
0.79
0.87
0.92

$ 31,123,641
46,763,372
35,000,830
5,586,314
5,128,595

$ 30,528,933
46,215,526
36,053,663
4,264,750
4,943,383

$ 29,553,648
45,748,355
35,538,975
4,384,411
5,078,783

$ 28,336,244
45,834,648
35,607,390
4,347,560
5,232,114

$ 13,601,846
24,453,564
18,569,195
2,575,240
3,012,018

10.03 %
10.71
12.02
8.52
10.70
6.18

3,967

263

9.88 %
10.58
11.84
8.26
11.18
5.82

4,008

263

9.90 %
10.63
12.03
8.19
11.22
6.20

4,196

266

10.04 %
10.79
12.19
10.58
12.03
6.51

4,333

267

12.04 %
12.04
12.77
8.59
12.35
8.30

2,374

162

(1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2)

Provision for unfunded loan commitments is included in the provision for credit losses. The reclassification of the provision for unfunded loan
commitments out of other expense as a component of noninterest expense was made to prior period amounts to conform to the current period
presentation.

(3) Cash dividends per share divided by net income per share (basic).
(4) Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP financial measures.
(5)

Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest expense.
Management believes that removing the provision for unfunded loan commitments from this metric enhances comparability for peer comparison
purposes.
Includes the allowance for credit losses on loans and unfunded loan commitments.

(6)

The following table sets forth certain financial highlights of Old National for the year-to-date periods:

(dollars and shares in thousands, except per share data)
Income Statement:
Net interest income
Taxable equivalent adjustment (1)
Net interest income - taxable equivalent basis
Provision for credit losses (2)
Noninterest income
Noninterest expense (2)
Net income available to common shareholders
Per Common Share Data:
Weighted average diluted common shares
Net income (diluted)
Cash dividends
Common dividend payout ratio (3)
Book value
Stock price
Tangible common book value (4)
Performance Ratios:
Return on average assets
Return on average common equity
Return on tangible common equity (4)
Return on average tangible common equity (4)
Net interest margin (4)
Efficiency ratio (4)
Efficiency ratio (prior presentation) (5)
Net charge-offs (recoveries) to average loans
Allowance for credit losses on loans to ending loans
Allowance for credit losses (6) to ending loans
Non-performing loans to ending loans
Balance Sheet:
Total loans
Total assets
Total deposits
Total borrowed funds
Total shareholders' equity
Capital Ratios:
Risk-based capital ratios:
Tier 1 common equity
Tier 1
Total

Leverage ratio (to average assets)
Total equity to assets (averages)
Tangible common equity to tangible assets (4)
Nonfinancial Data:
Full-time equivalent employees
Banking centers

Years Ended December 31,

2022

2021

$
$

$ 1,327,936
18,414
1,346,350
144,799
399,779
1,038,183
414,169

$
$

276,688
1.50
0.56

37 %

16.68
17.98
9.42

0.99 %
8.92
15.72
16.34
3.47
57.97

N/A
0.06
0.98
1.08
0.81

596,400
13,913
610,313
(29,622)
214,219
501,379
277,538

165,929
1.67
0.56

33 %

18.16
18.12
11.70

1.17 %
9.26
14.74
14.89
2.89
59.75
59.65
(0.03)
0.79
0.87
0.92

$ 31,123,641
46,763,372
35,000,830
5,586,314
5,128,595

$ 13,601,846
24,453,564
18,569,195
2,575,240
3,012,018

10.03 %
10.71
12.02
8.52
11.23
6.18

3,967
263

12.04 %
12.04
12.77
8.59
12.60
8.30

2,374
162

(1) Calculated using the federal statutory tax rate in effect of 21% for all periods.
(2) Provision for unfunded loan commitments is included in the provision for credit losses. The reclassification of the provision for

unfunded loan commitments out of other expense as a component of noninterest expense was made to prior period amounts to
conform to the current period presentation.

(3) Cash dividends per share divided by net income per share (basic).
(4) Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for reconciliations to GAAP

financial measures.

(5) Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in noninterest

expense. Management believes that removing the provision for unfunded loan commitments from this metric enhances
comparability for peer comparison purposes.
Includes the allowance for credit losses on loans and unfunded loan commitments.

(6)

NON-GAAP FINANCIAL MEASURES

The Company’s accounting and reporting policies conform to GAAP and general practices within the banking
industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company
believes are useful because they assist investors in assessing the Company’s operating performance. Where non-
GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the
comparable GAAP financial measure, can be found in the following table.

The taxable equivalent adjustment to net interest income and net interest margin recognizes the income tax savings
when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are
presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the
banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may
enhance comparability for peer comparison purposes.

In management’s view, tangible common equity measures are capital adequacy metrics that may be meaningful to
the Company, as well as analysts and investors, in assessing the Company’s use of equity and in facilitating
comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution’s capital
strength since they eliminate intangible assets from shareholders’ equity and retain the effect of AOCI in
shareholders’ equity.

Although intended to enhance investors’ understanding of the Company’s business and performance, these non-
GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial
measures may differ from those used by other financial institutions to assess their business and performance. See the
previously provided tables and the following reconciliations in the “Non-GAAP Reconciliations” section for details
on the calculation of these measures to the extent presented herein.

The following table presents GAAP to non-GAAP reconciliations for the previous five quarters:

(dollars and shares in thousands,
except per share data)

Tangible common book value:

Shareholders' common equity

Deduct: Goodwill and intangible assets
Tangible shareholders' common equity (1)

Period end common shares
Tangible common book value (1)
Return on tangible common equity:

Net income (loss) applicable to common shares
Add: Intangible amortization (net of tax) (2)
Tangible net income (loss) (1)
Tangible shareholders' common equity (1)
(see above)
Return on tangible common equity (1)
Return on average tangible common equity:
Tangible net income (loss) (1) (see above)
Average shareholders' common equity

Deduct: Average goodwill and intangible assets
Average tangible shareholders' common equity (1)
Return on average tangible common equity (1)
Net interest margin:

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2022

2021

$ 4,884,876

$ 4,699,664

$ 4,835,064

$ 4,988,395

$ 3,012,018

2,125,121

2,135,792

2,131,815

2,144,609

1,071,672

$ 2,759,755

$ 2,563,872

$ 2,703,249

$ 2,843,786

$ 1,940,346

292,903

9.42

292,880

8.75

292,893

9.23

292,959

9.71

196,701

136,119

110,952

(29,603)

5,090

5,317

5,378

3,934

165,838

11.70

56,188

1,930

201,791

141,436

116,330

(25,669)

58,118

$ 2,759,755

$ 2,563,872

$ 2,703,249

$ 2,843,786

$ 1,940,346

29.25 %

22.07 %

17.21 %

(3.61) %

11.98 %

201,791

141,436

116,330

(25,669)

58,118

$ 4,692,863

$ 4,890,434

$ 4,886,181

$ 4,101,206

$ 2,998,825

2,132,480

2,129,858

2,136,964

1,550,624

1,072,986

$ 2,560,383

$ 2,760,576

$ 2,749,217

$ 2,550,582

$ 1,925,839

31.53 %

20.49 %

16.93 %

(4.03) %

12.07 %

Net interest income

391,090

376,589

337,472

222,785

146,781

Taxable equivalent adjustment
Net interest income - taxable equivalent basis (1)

Average earning assets
Net interest margin (1)
Efficiency ratio:

Noninterest expense

5,378

4,950

4,314

3,772

3,442

396,468

381,539

341,786

226,557

150,223

$ 41,206,695

$ 41,180,026

$ 41,003,338

$ 31,483,553

$ 21,670,723

3.85 %

3.71 %

3.33 %

2.88 %

2.77 %

282,675

262,444

277,475

215,589

131,355

Deduct: Intangible amortization expense
Adjusted noninterest expense (1)
Net interest income - taxable equivalent basis (1)
(see above)

Noninterest income

Deduct: Debt securities gains (losses), net
Adjusted total revenue (1)

Efficiency ratio
Tangible common equity to tangible assets:
Tangible shareholders' equity (1) (see above)
Assets

Add: Trust overdrafts

Deduct: Goodwill and intangible assets
Tangible assets (1)

Tangible common equity to tangible assets (1)

6,787

275,888

396,468

165,037

(173)

7,089

255,355

381,539

80,385

(172)

7,170

270,305

341,786

89,117

(85)

4,811

210,778

226,557

65,240

342

2,573

128,782

150,223

51,484

435

561,678

462,096

430,988

291,455

201,272

49.12 %

55.26 %

62.72 %

72.32 %

63.98 %

$ 2,759,755

$ 2,563,872

$ 2,703,249

$ 2,843,786

$ 1,940,346

$ 46,763,372

$ 46,215,526

$ 45,748,355

$ 45,834,648

$ 24,453,564

—

2,125,121

2,135,792

2,131,815

2,144,609

1,071,672

$ 44,638,251

$ 44,079,734

$ 43,616,540

$ 43,690,040

$ 23,381,892

6.18 %

5.82 %

6.20 %

6.51 %

8.30 %

(1) Represents a non-GAAP financial measure.
(2) Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).

The following table presents GAAP to non-GAAP reconciliations for the year-to-date periods:

(dollars and shares in thousands, except per share data)

Tangible common book value:

Shareholders' common equity

Deduct: Goodwill and intangible assets
Tangible shareholders' common equity (1)
Period end common shares
Tangible common book value (1)
Return on tangible common equity:

Net income (loss) applicable to common shares
Add: Intangible amortization (net of tax) (2)
Tangible net income (loss) (1)
Tangible shareholders' common equity (1) (see above)
Return on tangible common equity (1)
Return on average tangible common equity:
Tangible net income (loss) (1) (see above)
Average shareholders' common equity

Deduct: Average goodwill and intangible assets
Average tangible shareholders' common equity (1)
Return on average tangible common equity (1)
Net interest margin:

Net interest income

Taxable equivalent adjustment
Net interest income - taxable equivalent basis (1)
Average earning assets
Net interest margin (1)
Efficiency ratio:

Noninterest expense

Deduct: Intangible amortization expense
Adjusted noninterest expense (1)
Net interest income - taxable equivalent basis (1) (see above)
Noninterest income

Deduct: Debt securities gains (losses), net
Adjusted total revenue (1)
Efficiency ratio

Tangible common equity to tangible assets:
Tangible shareholders' equity (1) (see above)
Assets

Deduct: Goodwill and intangible assets
Tangible assets (1)
Tangible common equity to tangible assets (1)

Years Ended December 31,

2022

2021

$ 4,884,876

$ 3,012,018

2,125,121

1,071,672

$ 2,759,755

$ 1,940,346

292,903

9.42

165,838

11.70

414,169

19,718

433,887

277,538

8,502

286,040

$ 2,759,755

$ 1,940,346

15.72 %

14.74 %

433,887

286,040

$ 4,644,971

$ 2,997,520

1,989,466

1,077,065

$ 2,655,505

$ 1,920,455

16.34 %

14.89 %

$ 1,327,936

18,414

$ 1,346,350

596,400

13,913

610,313

$ 38,751,786

$ 21,152,209

3.47 %

2.89 %

$ 1,038,183

25,857

$ 1,012,326

$ 1,346,350

399,779

(88)

501,379

11,336

490,043

610,313

214,219

4,327

$ 1,746,217

820,205

57.97 %

59.75 %

$ 2,759,755

$ 1,940,346

$ 46,763,372

$ 24,453,564

2,125,121

1,071,672

$ 44,638,251

$ 23,381,892

6.18 %

8.30 %

(1) Represents a non-GAAP financial measure.
(2) Calculated using management’s estimate of the annual fully taxable equivalent rates (federal and state).

RESULTS OF OPERATIONS

The following table sets forth certain income statement information of Old National:

(dollars in thousands, except per share data)

Income Statement Summary:

Net interest income

Provision for credit losses

Noninterest income

Noninterest expense

Net income applicable to common shareholders

Net income per common share - diluted

Other Data:

Return on average common equity
Return on tangible common equity (1)
Return on average tangible common equity (1)
Efficiency ratio (1)
Efficiency ratio (prior presentation) (2)

Tier 1 leverage ratio

Net charge-offs (recoveries) to average loans

Years Ended December 31,

2022

2021

2020

$ 1,327,936

596,400

596,094

144,799

399,779

1,038,183

414,169

1.50

8.92 %

15.72 %

16.34 %

57.97 %

N/A

8.52 %

0.06 %

(29,622)

214,219

501,379

277,538

1.67

9.26 %

14.74 %

14.89 %

59.75 %

59.65 %

8.59 %

(0.03) %

42,879

239,274

536,933

226,409

1.36

7.87 %

12.54 %

13.27 %

62.38 %

62.91 %

8.20 %

0.02 %

(1) Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” section for reconciliations to

GAAP financial measures.

(2) Presented as calculated prior to December 31, 2022, which included the provision for unfunded loan commitments in

noninterest expense. Management believes that removing the provision for unfunded loan commitments from this metric
enhances comparability for peer comparison purposes.

Comparison of Fiscal Years 2022 and 2021

Net Interest Income

Net interest income is the most significant component of our earnings, comprising 77% of 2022 revenues. Net
interest income and net interest margin are influenced by many factors, primarily the volume and mix of earning
assets, funding sources, and interest rate fluctuations. Other factors include the level of accretion income on
purchased loans, prepayment risk on mortgage and investment-related assets, and the composition and maturity of
interest-earning assets and interest-bearing liabilities.

Interest rates increased significantly during 2022. The Federal Reserve’s Federal Funds range is currently in a target
range of 4.25% to 4.50%, with the Effective Federal Funds Rate at 4.33% at December 31, 2022. The Federal
Reserve is expected to continue to increase the Federal Funds Rate into 2023. Management actively takes balance
sheet restructuring, derivative, and deposit pricing actions to help mitigate interest rate risk. See the section of this
Item 7 titled “Market Risk” for additional information regarding this risk.

Loans typically generate more interest income than investment securities with similar maturities. Funding from
client deposits generally costs less than wholesale funding sources. Factors such as general economic activity,
Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant
influence on our ability to optimize our mix of assets and funding, net interest income, and net interest margin.

Net interest income is the excess of interest received from interest-earning assets over interest paid on interest-
bearing liabilities. For analytical purposes, net interest income is presented in the table that follows, adjusted to a
taxable equivalent basis to reflect what our tax-exempt assets would need to yield in order to achieve the same after-
tax yield as a taxable asset. We used the federal statutory tax rate in effect of 21% for all periods. This analysis
portrays the income tax benefits related to tax-exempt assets and helps to facilitate a comparison between taxable
and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net
interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these
measures provide useful information for both management and investors by allowing them to make better peer
comparisons.

The following table presents a three-year average balance sheet and for each major asset and liability category, its
related interest income and yield, or its expense and rate for the years ended December 31.

(Taxable equivalent basis,
dollars in thousands)

Earning Assets

Money market and other interest-
earning investments

Investment securities:

Treasury and government-
sponsored agencies

2022

2021

2020

Average
Balance

Income (1)/
Expense

Yield/
Rate

Average
Balance

Income (1)/
Expense

Yield/
Rate

Average
Balance

Income (1)/
Expense

Yield/
Rate

812,296 $

2,814

0.35 % $

450,158 $

589

0.13 % $

174,494 $

568

0.33 %

2,290,229

47,932

2.09

1,573,855

24,209

1.54

547,054

12,124

2.22

Mortgage-backed securities

5,562,442

129,411

2.33

3,356,950

60,479

1.80

3,246,520

70,611

2.17

States and political subdivisions

1,805,433

57,688

3.20

1,548,939

50,115

3.24

1,347,490

47,034

3.49

Other securities

687,926

24,133

3.51

443,606

10,680

2.41

485,430

11,990

2.47

Total investment securities

10,346,030

259,164

2.50

6,923,350

145,483

2.10

5,626,494

141,759

2.52

Loans: (2)

Commercial

8,252,237

397,228

4.81

3,763,099

138,063

3.67

3,843,089

140,473

3.66

Commercial real estate

11,147,967

489,499

4.39

6,168,146

228,568

3.71

5,477,562

234,670

4.28

Residential real estate loans

5,622,901

201,637

3.59

2,269,989

83,578

3.68

2,352,444

94,202

4.00

Consumer

Total loans

2,570,355

122,274

4.76

1,577,467

56,281

3.57

1,684,598

65,222

3.87

27,593,460

1,210,638

4.39

13,778,701

506,490

3.68

13,357,693

534,567

4.00

Total earning assets

38,751,786 $ 1,472,616

3.80 % 21,152,209 $ 652,562

3.09 % 19,158,681 $ 676,894

3.53 %

Less: Allowance for credit losses
on loans

Non-Earning Assets

Cash and due from banks

Other assets

Total assets

Interest-Bearing Liabilities

(261,534)

(117,436)

(115,321)

355,391

4,404,057

$ 43,249,700

256,860

2,492,054

$ 23,783,687

327,053

2,414,602

$ 21,785,015

Checking and NOW accounts

$ 8,104,844 $

21,321

0.26 % $ 4,974,477 $

2,080

0.04 % $ 4,465,120 $

5,450

0.12 %

Savings accounts

6,342,697

3,367

0.05

3,648,019

2,003

0.05

3,113,435

Money market accounts

4,961,159

11,882

0.24

2,092,661

1,756

0.08

1,866,197

3,156

0.10

4,585

0.25

Time deposits

2,358,731

12,523

0.53

1,020,359

5,115

0.50

1,421,216

14,978

1.05

Total interest-bearing deposits

21,767,431

49,093

0.23

11,735,516

10,954

0.09

10,865,968

28,169

0.26

Federal funds purchased and
interbank borrowings
Securities sold under agreements
to repurchase

FHLB advances

Other borrowings

151,243

5,021

3.32

1,113

—

138,257

1,296

0.94

440,619

843

0.19

392,777

397

0.10

375,961

854

0.23

2,986,006

51,524

1.73

1,902,407

21,075

1.11

2,055,155

27,274

1.33

619,659

19,785

3.19

269,484

9,823

3.65

242,642

9,621

3.96

Total borrowed funds

4,197,527

77,173

1.84

2,565,781

31,295

1.22

2,812,015

39,045

1.39

Total interest-bearing liabilities
Noninterest-Bearing Liabilities
and Shareholders' Equity

Demand deposits

Other liabilities

Shareholders' equity
Total liabilities and shareholders'
equity

Net interest income - taxable
equivalent basis

Taxable equivalent adjustment

Net interest income (GAAP)

$ 25,964,958 $ 126,266

0.49 % $ 14,301,297 $

42,249

0.30 % $ 13,677,983 $

67,214

0.49 %

11,750,306

676,940

4,857,496

$ 43,249,700

6,163,937

320,933

2,997,520

$ 23,783,687

4,945,506

286,066

2,875,460

$ 21,785,015

$ 1,346,350

3.47 %

$ 610,313

2.89 %

$ 609,680

3.18 %

(18,414)

(13,913)

(13,586)

$ 1,327,936

3.43 %

$ 596,400

2.82 %

$ 596,094

3.11 %

(1)
(2)

Interest income is reflected on a fully taxable equivalent basis.
Includes loans held for sale.

The following table presents fluctuations in taxable equivalent net interest income attributable to changes in the
average balances of assets and liabilities and the yields earned or rates paid for the years ended December 31.

(dollars in thousands)
Interest Income
Money market and other interest-earning
investments
Investment securities (2)
Loans (2)

Total interest income

Interest Expense
Checking and NOW deposits
Savings deposits
Money market deposits
Time deposits
Federal funds purchased and interbank
borrowings
Securities sold under agreements to
repurchase
Federal Home Loan Bank advances
Other borrowings

Total interest expense
Net interest income

From 2021 to 2022

From 2020 to 2021

Total
Change (1)

Attributed to

Volume

Rate

Total
Change (1)

Attributed to

Volume

Rate

2,225 $
113,681
704,148
820,054

865 $
78,830
556,963
636,658

1,360 $
34,851
147,185
183,396

21 $
3,724
(28,077)
(24,332)

628 $
29,963
16,163
46,754

(607)
(26,239)
(44,240)
(71,086)

19,241
1,364
10,126
7,408

4,770
1,299
4,644
6,897

14,471
65
5,482
511

(3,370)
(1,153)
(2,829)
(9,863)

419
417
371
(3,127)

(3,789)
(1,570)
(3,200)
(6,736)

5,021

2,492

2,529

(1,296)

(640)

(656)

446
30,449
9,962
84,017

70
15,351
11,972
47,495

376
15,098
(2,010)
36,522

$ 736,037 $ 589,163 $ 146,874 $

(457)
(6,199)
202
(24,965)
633 $

27
(1,859)
1,021
(3,371)
50,125 $

(484)
(4,340)
(819)
(21,594)
(49,492)

(1) The variance not solely due to rate or volume is allocated equally between the rate and volume variance.
(2) Interest on investment securities and loans includes the effect of taxable equivalent adjustments of $11.5 million and

$6.9 million, respectively, in 2022; $9.9 million and $4.0 million, respectively, in 2021; and $8.9 million and $4.7 million,
respectively, in 2020; using the federal statutory tax rate in effect of 21%.

The increase in net interest income in 2022 when compared to 2021 was primarily due to higher average earning
assets as a result of the merger, loan growth, higher rates, and higher accretion income. Partially offsetting these
increases were higher average interest-bearing liabilities as a result of the merger, lower interest and fees related to
PPP loans, and higher costs of average interest-bearing liabilities. Accretion income associated with acquired loans
and borrowings totaled $86.4 million in 2022, compared to $16.7 million in 2021. Net interest income in 2022
included $6.9 million of interest and net fees on PPP loans, compared to $44.4 million in 2021. There were no
unamortized fees on remaining PPP loans at December 31, 2022.

The increase in the net interest margin on a fully taxable equivalent basis in 2022 when compared to 2021 was
primarily due to higher yields on interest earning assets, partially offset by higher costs of interest-bearing liabilities.
The yield on average earning assets increased 71 basis points from 3.09% in 2021 to 3.80% in 2022 and the cost of
interest-bearing liabilities increased 19 basis points from 0.30% in 2021 to 0.49% in 2022. Average earning assets
increased by $17.6 billion, or 83%. The increase in average earning assets consisted of a $3.4 billion increase in
investment securities, a $13.8 billion increase in loans, and a $362.1 million increase in money market and other
interest-earning investments. Average interest-bearing liabilities increased $11.7 billion, or 82%. The increase in
average interest-bearing liabilities consisted of an $10.0 billion increase in interest-bearing deposits, a
$150.1 million increase in federal funds purchased and interbank borrowings, a $47.8 million increase in securities
sold under agreements to repurchase, a $1.1 billion increase in FHLB advances, and a $350.2 million increase in
other borrowings. Average noninterest-bearing deposits increased by $5.6 billion.

The increase in average earning assets in 2022 compared to 2021 was primarily due to the merger with First
Midwest and strong loan growth. The loan portfolio, including loans held for sale, which generally has an average
yield higher than the investment portfolio, was 71% of average interest earning assets in 2022, compared to 65% in
2021.

Average loans including loans held for sale increased $13.8 billion in 2022 compared to 2021 primarily due to the
First Midwest merger and strong organic loan growth.

Average investments increased $3.4 billion in 2022 compared to 2021 reflecting the First Midwest merger.

Average non-interest-bearing deposits increased $5.6 billion in 2022 compared to 2021 primarily due to the First
Midwest merger. Average interest-bearing deposits increased $10.0 billion in 2022 compared to 2021 driven by the
First Midwest merger.

Average borrowed funds increased $1.6 billion in 2022 compared to 2021 primarily due to the First Midwest
merger.

Provision for Credit Losses

Old National recorded a provision for credit losses of $144.8 million in 2022, compared to a recapture of
$29.6 million in 2021. Net charge-offs totaled $16.1 million in 2022, which included $11.2 million of net charge-
offs on PCD loans, compared to net recoveries of $4.8 million in 2021. The provision for credit losses on loans in
2022 included $96.3 million to establish an allowance for credit losses on non-PCD loans acquired in the First
Midwest merger. Provision for credit losses on unfunded loan commitments totaled $21.3 million in 2022,
including $11.0 million for unfunded loan commitments acquired in the First Midwest merger. Recapture of credit
losses on unfunded loan commitments totaled $0.8 million in 2021. Continued loan growth in future periods, a
decline in our current level of recoveries, or an increase in charge-offs could result in an increase in provision
expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of credit
quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit losses
balance. For additional information about non-performing loans, charge-offs, and additional items impacting the
provision, refer to the “Risk Management – Credit Risk” section of Item 7, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”

Noninterest Income

We generate revenues in the form of noninterest income through client fees, sales commissions, and gains and losses
from our core banking franchise and other related businesses, such as wealth management, investment consulting,
and investment products. This source of revenue as a percentage of total revenue was 23% in 2022 compared to
26% in 2021.

The following table details the components of noninterest income:

(dollars in thousands)

Wealth management fees

Service charges on deposit accounts

Debit card and ATM fees

Mortgage banking revenue

Investment product fees

Capital markets income

Company-owned life insurance

Debt securities gains (losses), net

Gain on sale of health savings accounts

Other income

Years Ended December 31,

% Change From
Prior Year

2022

2021

2020

2022

2021

$ 69,102

40,409

36,806

71.0 %

9.8 %

72,501

40,227

23,015

31,749

25,986

14,564

(88)

90,673

32,050

31,658

23,766

42,558

24,639

21,997

10,589

4,327

—

32,557

22,702

62,775

21,614

22,480

12,031

10,767

—

14,276

17,542

129.0

69.3

(45.9)

28.9

18.1

37.5

(102.0)

N/A

124.5

86.6 %

(2.8)

4.7

(32.2)

14.0

(2.1)

(12.0)

(59.8)

N/A

(18.6)

(10.5) %

Total noninterest income

$ 399,779

$ 214,219

$ 239,274

Noninterest income to total revenue (1)

22.9 %

26.0 %

28.2 %

(1) Total revenue includes the effect of a taxable equivalent adjustment of $18.4 million in 2022, $13.9 million in 2021, and

$13.6 million in 2020.

The increase in noninterest income in 2022 compared to 2021 was primarily due to the First Midwest merger in
February of 2022 and a $90.7 million gain on the sale of health savings accounts in the fourth quarter of 2022. The
increase in noninterest income was partially offset by lower mortgage banking revenue, which was impacted by the
higher rate environment, and, accordingly, lower production and gain on sale margins. In addition, wealth
management fees were negatively impacted by current market conditions.

Noninterest Expense

The following table details the components of noninterest expense:

(dollars in thousands)

Salaries and employee benefits

Occupancy

Equipment

Marketing

Data processing

Communication

Professional fees

FDIC assessment

Amortization of intangibles

Amortization of tax credit investments

Property optimization

Other expense

Total noninterest expense

Years Ended December 31,

% Change From
Prior Year

2022

2021

2020

2022

2021

575,626 $

284,098 $

293,590

102.6 %

100,421

27,637

32,264

84,865

18,846

39,046

19,332

25,857

10,961

26,818

76,510

54,834

16,704

12,684

47,047

10,073

20,077

6,059

11,336

6,770

—

31,697

55,316

16,690

10,874

41,086

9,731

15,755

6,722

14,091

18,788

27,050

27,240

83.1

65.5

154.4

80.4

87.1

94.5

219.1

128.1

61.9

141.4

$ 1,038,183 $

501,379 $

536,933

107.1 %

(3.2) %

(0.9)

0.1

16.6

14.5

3.5

27.4

(9.9)

(19.6)

(64.0)

16.4

(6.6) %

N/A

(100.0)

Noninterest expense increased $536.8 million in 2022 compared to 2021 reflective of the additional operating costs
associated with the First Midwest merger, as well as $120.9 million of merger-related expenses and $26.8 million
for property optimization. In addition, higher incentive accruals resulting from strong performance contributed to
the increase. Noninterest expense for 2021 included $14.6 million of merger-related expenses.

During the fourth quarter of 2022, Old National initiated certain property optimization actions that included the
closure and consolidation of certain branches as well as other real estate repositioning across our footprint. These
actions resulted in expenses totaling $26.8 million that are associated with valuation adjustments related to these
locations.

Amortization of tax credit investments increased $4.2 million in 2022 compared to 2021. The recognition of tax
credit amortization expense is contingent upon the successful completion of the rehabilitation of a historic building
or completion of a solar project within the reporting period. Many factors including weather, labor availability,
building regulations, inspections, and other unexpected construction delays related to a rehabilitation project can
cause a project to exceed its estimated completion date. See Note 9 to the consolidated financial statements for
additional information on our tax credit investments.

Provision for Income Taxes

We record a provision for income taxes currently payable and for income taxes payable or benefits to be received in
the future, which arise due to timing differences in the recognition of certain items for financial statement and
income tax purposes. The major difference between the effective tax rate applied to our financial statement income
and the federal statutory tax rate is caused by a tax benefit from our tax credit investments and interest on tax-
exempt securities and loans. The effective tax rate was 21.4% in 2022 compared to 18.1% in 2021. The higher
effective tax rate in 2022 compared to 2021 reflected the increase in pre-tax book income and higher post-merger
estimated state effective tax rates. An increase in non-deductible officer compensation also contributed to the higher
tax rate, the majority of which was merger related. See Note 15 to the consolidated financial statements for
additional details on Old National’s income tax provision.

Comparison of Fiscal Years 2021 and 2020

In 2021, we generated net income applicable to common shareholders of $277.5 million and diluted net income per
common share of $1.67 compared to $226.4 million and diluted net income per common share of $1.36,
respectively, in 2020. The 2021 earnings included a $0.3 million increase in net interest income, a $35.6 million
decrease in noninterest expense, and a $72.5 million decrease in provision for credit losses. These favorable
variances in net income applicable to common shareholders were partially offset by $25.1 million decrease in
noninterest income and a $32.2 million increase in income tax expense. High commercial loan production and
mortgage production, consistently strong credit quality metrics, and low cost of total deposits all contributed to
favorable 2021 performance when compared to 2020.

Net interest income increased slightly to $596.4 million in 2021, compared to $596.1 million in 2020. Taxable
equivalent net interest income was $610.3 million in 2021, compared to $609.7 million in 2020. Average earning
assets increased by $2.0 billion in 2021 and the yield on average earning assets decreased 44 basis points from
3.53% in 2020 to 3.09% in 2021.

The provision for credit losses was a recapture of $29.6 million in 2021, compared to an expense of $42.9 million in
2020. Charge-offs remained low during 2021 and we continued to see positive trends in credit quality.

Noninterest income decreased $25.1 million in 2021 compared to 2020 reflecting lower mortgage banking revenue
and lower debt securities gains.

Noninterest expense decreased $35.6 million in 2021 compared to 2020 reflecting higher charges related to the ONB
Way strategic initiative in 2020 and lower amortization of tax credit investments in 2021.

The provision for income taxes was $61.3 million in 2021 compared to $29.1 million in 2020. Old National’s
effective tax rate was 18.1% in 2021 compared to 11.4% in 2020. The higher effective tax rate in 2021 compared to
2020 was primarily the result of an increase in pre-tax book income and lower federal tax credits available.

FINANCIAL CONDITION

Overview

At December 31, 2022, our assets were $46.8 billion, a $22.3 billion increase compared to $24.5 billion at
December 31, 2021. The increase was driven primarily by the merger with First Midwest in February of 2022, as
well as organic loan growth.

Earning Assets

Our earning assets are comprised of investment securities, portfolio loans, loans held for sale, money market
investments, interest earning accounts with the Federal Reserve, and equity securities. Earning assets were
$41.6 billion at December 31, 2022, an increase of $19.8 billion compared to earning assets of $21.9 billion at
December 31, 2021.

Investment Securities

We classify the majority of our investment securities as available-for-sale to give management the flexibility to sell
the securities prior to maturity if needed, based on fluctuating interest rates or changes in our funding requirements.
During 2022, we transferred $3.0 billion of securities available-for-sale to held-to-maturity due to rising interest
rates and related effects on the value of our investment securities.

Equity securities are recorded at fair value and totaled $52.5 million at December 31, 2022 compared to
$13.2 million at December 31, 2021. The increase in equity securities was driven by the merger with First Midwest.

At December 31, 2022, the investment securities portfolio, including equity securities, was $10.2 billion compared
to $7.6 billion at December 31, 2021, an increase of $2.7 billion driven primarily by the merger with First
Midwest. Investment securities represented 25% of earning assets at December 31, 2022, compared to 35% at
December 31, 2021. This decrease was driven by the First Midwest merger and stronger loan demand in 2022. As
of December 31, 2022, we had no intent to sell any securities that were in an unrealized loss position nor is it
expected that we would be required to sell the securities prior to their anticipated recovery.

The investment securities available-for-sale portfolio had net unrealized losses of $844.4 million at December 31,
2022, compared to net unrealized losses of $6.0 million at December 31, 2021. The investment securities held-to-
maturity portfolio had net unrealized losses of $445.5 million at December 31, 2022. Net unrealized losses
increased from December 31, 2021 to December 31, 2022 primarily due to an increase in rates impacting market
values for mortgage-backed, U.S. government-sponsored entities and agencies, and tax exempt municipal securities.

The investment securities available-for-sale portfolio including securities hedges had an effective duration of 4.57 at
December 31, 2022, compared to 4.26 at December 31, 2021. The total investment securities portfolio had an
effective duration of 6.45 at December 31, 2022. Effective duration represents the percentage change in the fair
value of the portfolio in response to a change in interest rates and is used to evaluate the portfolio’s price volatility at
a single point in time. Generally, there is more uncertainty in interest rates over a longer average maturity, resulting
in a higher duration percentage. The weighted average yields on investment securities, on a taxable equivalent basis,
were 2.50% in 2022 and 2.10% in 2021.

Loan Portfolio

We lend primarily to consumers and small to medium-sized commercial and commercial real estate clients in many
diverse industries including, among others, real estate rental and leasing, manufacturing, healthcare, wholesale trade,
construction, and agriculture. Our policy is to concentrate our lending activity in the geographic market areas we
serve, primarily in the Midwest region.

The following table presents the composition of the loan portfolio at December 31.

(dollars in thousands)
Commercial

Commercial real estate

Consumer

Total loans excluding residential real estate
Residential real estate

Total loans

Less: Allowance for credit losses on loans

Net loans

2022

2021

9,508,904 $

3,391,769

12,457,070

6,380,674

2,697,226

1,574,114

24,663,200

11,346,557

6,460,441

2,255,289

31,123,641

13,601,846

303,671

107,341

30,819,970 $

13,494,505

The following table presents the maturity distribution and rate sensitivity of loans at December 31, 2022 and an
analysis of these loans that have fixed and floating interest rates.

(dollars in thousands)

Within
1 Year

After 1 - 5
Years

After 5 - 15
Years

After
15 Years

Total

% of
Total

Commercial

Interest rates:

Fixed

Floating

Total

Commercial Real Estate

Interest rates:

Fixed
Floating

Total

Residential Real Estate

Interest rates:

Fixed

Floating

Total

Consumer

Interest rates:

Fixed

Floating

Total

224,963 $ 1,662,958 $ 1,022,213 $

93,895 $ 3,004,029

1,512,295

3,363,694

1,539,509

89,377

6,504,875

$ 1,737,258 $ 5,026,652 $ 2,561,722 $

183,272 $ 9,508,904

426,478 $ 3,068,434 $ 1,147,547 $
2,129,048
917,318

4,604,668

44,599 $ 4,687,058
7,770,012
118,978

$ 1,343,796 $ 7,673,102 $ 3,276,595 $

163,577 $ 12,457,070

6,523 $

61,713 $ 2,327,968 $ 2,833,756 $ 5,229,960

1,232

33,054

1,196,125

1,230,481

6,593 $

62,945 $ 2,361,022 $ 4,029,881 $ 6,460,441

36,099 $

940,836 $

679,161 $

19,006 $ 1,675,102

52,403

160,551

147,075

662,095

1,022,124

88,502 $ 1,101,387 $

826,236 $

681,101 $ 2,697,226

32 %

100 %

38 %
62

100 %

81 %

100 %

62 %

100 %

Commercial and Commercial Real Estate Loans

Commercial and commercial real estate loans are the largest classifications within earning assets, representing 53%
at December 31, 2022, compared to 45% at December 31, 2021. At December 31, 2022, commercial and
commercial real estate loans were $22.0 billion, an increase of $12.2 billion compared to December 31, 2021 driven
by the merger with First Midwest and strong loan production in 2022.

The following table provides detail on commercial loans by industry classification (as defined by the North
American Industry Classification System) and by loan size at December 31.

(dollars in thousands)

Outstanding

Exposure

Nonaccrual

Outstanding

Exposure

Nonaccrual

2022

2021

By Industry:

Manufacturing

$ 1,757,907

$ 2,803,883

2,464

612,873

$ 1,152,774

6,689

Health care and social assistance

1,588,392

2,043,105

11,806

Wholesale trade

Real estate rental and leasing

Construction

Professional, scientific, and
technical services

Finance and insurance

Transportation and warehousing

Accommodation and food services

Retail trade

Administrative and support and
waste management and
remediation services

Agriculture, forestry, fishing,
and hunting

Public administration

Educational services

Other services

Other

Total

By Loan Size:

Less than $200,000

$200,000 to $1,000,000

$1,000,000 to $5,000,000

$5,000,000 to $10,000,000

$10,000,000 to $25,000,000

Greater than $25,000,000

Total

857,400

642,511

556,913

507,940

484,532

422,643

399,915

332,367

1,552,985

962,549

1,307,582

832,407

858,391

633,267

512,025

538,135

2,895

1,135

1,517

4,735

3,496

596

7,386

376,664

240,618

204,612

310,649

141,364

162,920

134,072

78,689

131,303

550,400

438,357

347,991

744,610

279,185

232,847

243,086

108,724

289,478

444

1,598

504

1,429

937

1,594

2,399

945

315,785

446,655

13,860

86,307

149,417

—

261,355

231,453

210,850

194,998

743,943

382,376

325,834

378,955

356,743

1,122,409

996

846

3,750

2,656

739

114,699

247,770

216,384

121,577

211,268

164,364

357,310

295,065

260,413

388,110

1,521

—

2,542

4,003

$ 9,508,904

$ 15,057,301

58,894

$ 3,391,769

$ 6,002,131

24,649

3 %

8 %

6 %

7 %

—

100 %

The following table provides detail on commercial real estate loans classified by property type at December 31.

(dollars in thousands)
By Property Type:

Multifamily
Warehouse / Industrial
Office
Retail
Commercial development
Single family
Other (1)
Total

2022

2021

Outstanding

4,188,137
1,976,804
1,813,007
1,808,041
660,798
515,390
1,494,893

34 % $
16
15
14
5
4
12

1,995,803
851,956
1,018,973
1,037,034
114,113
333,221
1,029,574

31 %
14
16
16
2
5
16

$ 12,457,070

100 % $

6,380,674

100 %

(1) Other includes agriculture real estate, hotels, self-storage, senior housing, land development, religion, and mixed-use

properties.

Residential Real Estate Loans

Residential real estate loans held in our portfolio increased $4.2 billion to $6.5 billion at December 31, 2022,
compared to December 31, 2021, driven by the merger with First Midwest and organic loan growth. Future
increases in interest rates could result in a decline in the level of refinancings and new originations of residential real
estate loans.

Consumer Loans

Consumer loans, including automobile loans, personal, and home equity loans and lines of credit, increased
$1.1 billion to $2.7 billion at December 31, 2022 compared to December 31, 2021, driven by the merger with First
Midwest and loan growth.

Allowance for Credit Losses on Loans and Unfunded Loan Commitments

At December 31, 2022, the allowance for credit losses on loans was $303.7 million, compared to $107.3 million at
December 31, 2021. The increase in the allowance for credit losses on loans reflected $89.1 million of allowance
for credit losses on acquired PCD loans established through acquisition accounting adjustments on or after the First
Midwest merger date. In addition, the provision for credit losses expense in 2022 included $96.3 million to establish
an allowance for credit losses on non-PCD loans acquired in the First Midwest merger. Continued loan growth in
future periods, a decline in our current level of recoveries, or an increase in charge-offs could result in an increase in
provision expense. Additionally, provision expense may be volatile due to changes in CECL model assumptions of
credit quality, macroeconomic factors and conditions, and loan composition, which drive the allowance for credit
losses balance.

We maintain an allowance for credit losses on unfunded loan commitments to provide for the risk of loss inherent in
these arrangements. The allowance is computed using a methodology similar to that used to determine the
allowance for credit losses on loans, modified to take into account the probability of a drawdown on the
commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on
the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan
commitments is included in the provision for credit losses. The allowance for credit losses on unfunded loan
commitments totaled $32.2 million at December 31, 2022, compared to $10.9 million at December 31, 2021. The
increase in the allowance for credit losses on unfunded loan commitments was driven by the merger with First
Midwest as well as organic loan growth.

Additional information about our Allowance for Credit Losses is included in the “Risk Management – Credit Risk”
section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
Notes 1 and 4 to the consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets at December 31, 2022 totaled $2.1 billion, an increase of $1.1 billion compared
to December 31, 2021 as a result of goodwill and other intangible assets recorded with the First Midwest merger.

Other Assets

Other assets increased $770.2 million since December 31, 2021 primarily due to higher net deferred tax assets
related to the market value adjustments of certain investment securities, higher derivative assets, and deferred tax
and other assets related to the First Midwest merger.

Funding

The following table summarizes Old National’s total funding, comprised of deposits and wholesale borrowings at
December 31:

(dollars in thousands)
Deposits:

Noninterest-bearing demand
Interest-bearing:

Checking and NOW
Savings
Money market
Time deposits

Total deposits
Wholesale borrowings:

2022

2021

$ Change % Change

11,930,798 $

6,303,106 $ 5,627,692

89 %

8,340,955
6,326,158
5,389,139
3,013,780
35,000,830

5,338,022
3,798,494
2,169,160
960,413
18,569,195

3,002,933
2,527,664
3,219,979
2,053,367
16,431,635

56 %
67 %
148 %
214 %
88 %

N/M
10 %
103 %
150 %
117 %

92 %

Federal funds purchased and interbank borrowings
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowings

Total wholesale borrowings

Total funding

581,489
432,804
3,829,018
743,003
5,586,314

276
392,275
1,886,019
296,670
2,575,240

581,213
40,529
1,942,999
446,333
3,011,074

40,587,144 $

21,144,435 $ 19,442,709

The increase in total funding was driven by the merger with First Midwest as well as loan growth. We use
wholesale funding to augment deposit funding and to help maintain our desired interest rate risk position.
Wholesale funding as a percentage of total funding was 14% at December 31, 2022, compared to 12% at December
31, 2021. See Notes 11, 12, and 13 to the consolidated financial statements for additional details on our financing
activities.

At December 31, 2022, time deposits in excess of the FDIC insurance limit and estimated time deposits that are
otherwise uninsured by maturity were as follows:

(dollars in thousands)

Three months or less

Over three through six months

Over six through 12 months

Over 12 months

Total

Accrued Expenses and Other Liabilities

Individual
Instruments in
Denominations that
Meet or Exceed the
FDIC Insurance
Limit

Estimated Aggregate
Time Deposits that
Meet or Exceed the
FDIC Insurance
Limit and Otherwise
Uninsured Time
Deposits

111,066 $

161,748

372,961

147,611

421,570

181,430

114,201

314,808

793,386 $

1,032,009

Accrued expenses and other liabilities increased $614.8 million from December 31, 2021 primarily due to higher
derivative liabilities and accrued expenses and other liabilities associated with the First Midwest merger.

Capital

Shareholders’ equity totaled $5.1 billion, or 11% of total assets, at December 31, 2022 and $3.0 billion, or 12% of
total assets, at December 31, 2021. In relation to the merger of equals transaction with First Midwest, Old National
issued 108,000 shares of Old National Series A Preferred Stock and 122,500 shares of Old National Series C
Preferred Stock. Old National entered into two deposit agreements, each dated as of February 15, 2022, by and
among Old National, Continental Stock Transfer & Trust Company, as depository, and the holders from time to time
of the depositary receipts in connection with the issuance of the Old National Preferred Stock. Pursuant to the
deposit agreements, Old National issued 4,320,000 depositary shares, each representing a 1/40th interest in a share
of Old National Series A Preferred Stock, and 4,900,000 depositary shares, each representing a 1/40th interest in a

share of Old National Series C Preferred Stock. The change in unrealized gains (losses) on available-for-sale
investment securities decreased equity by $639.4 million during 2022. In addition, available-for-sale investment
securities with a fair value of $3.0 billion were transferred from the available-for-sale portfolio to the held-to-
maturity portfolio during 2022. The resulting unrealized holding loss, net of tax, is included in shareholders’ equity
and totaled $112.7 million at December 31, 2022. Old National repurchased 3.5 million shares of Common Stock in
2022 under a stock repurchase plan that was approved by the Company’s Board of Directors, which reduced equity
by $63.8 million. Old National paid cash dividends of $0.56 per common share in 2022, which reduced equity by
$163.5 million. Old National’s Common Stock is traded on the NASDAQ under the symbol “ONB” with 57,134
shareholders of record at December 31, 2022.

Capital Adequacy

Old National and the banking industry are subject to various regulatory capital requirements administered by the
federal banking agencies. Management routinely analyzes Old National’s capital to ensure an optimized capital
structure. Accordingly, such evaluations may result in Old National taking a capital action. For additional
information on capital adequacy see Note 21 to the consolidated financial statements.

Management views stress testing as an integral part of the Company’s risk management and strategic planning
activities. Old National performs stress testing periodically throughout the year. The primary objective of the stress
test is to ensure that Old National has a robust, forward-looking stress testing process and maintains sufficient
capital to continue operations throughout times of economic and financial stress. Management also uses the stress
testing framework to evaluate decisions relating to pricing, loan concentrations, capital deployment, and mergers
and acquisitions to ensure that strategic decisions align with Old National’s risk appetite statement. Old National’s
stress testing process incorporates key risks that include strategic, market, liquidity, credit, operational, regulatory,
compliance, legal, and reputational risks. Old National’s stress testing policy outlines steps that will be taken if
stress test results do not meet internal thresholds under severely adverse economic scenarios.

RISK MANAGEMENT

Overview

Old National has adopted a Risk Appetite Statement to enable our Board of Directors, Executive Leadership Team,
and Senior Management to better assess, understand, monitor, and mitigate Old National’s risks. The Risk Appetite
Statement addresses the following major risks: strategic, market, liquidity, credit, operational, talent management,
compliance and regulatory, legal, and reputational. Our Chief Risk Officer is independent of all other management
and provides quarterly reports to the Board’s Enterprise Risk Committee. The following discussion addresses
certain of these major risks including credit, market, liquidity, operational, compliance and regulatory, and legal.
Discussion of strategic, talent management, and reputational risks is provided in the section entitled “Risk Factors”
in Item 1A of this Form 10-K.

Credit Risk

Credit risk represents the risk of loss arising from an obligor’s inability or failure to meet contractual payment or
performance terms. Our primary credit risks result from our investment and lending activities.

Investment Activities

We carry a higher exposure to loss in our pooled trust preferred securities, which are collateralized debt obligations,
due to illiquidity in that market and the performance of the underlying collateral. At December 31, 2022, we had
pooled trust preferred securities with a fair value of $10.8 million, or less than 1% of the available-for-sale securities
portfolio. These securities remained classified as available-for-sale and the unrealized loss on our pooled trust
preferred securities was $3.0 million at December 31, 2022. The fair value of these securities is expected to improve
as we get closer to maturity but may be adversely impacted by credit deterioration.

All of our mortgage-backed securities are backed by U.S. government-sponsored or federal agencies. Municipal
bonds, corporate bonds, and other debt securities are evaluated by reviewing the credit-worthiness of the issuer and
general market conditions. See Note 3 to the consolidated financial statements for additional details about our
investment security portfolio.

Counterparty Exposure

Counterparty exposure is the risk that the other party in a financial transaction will not fulfill its obligation. We
define counterparty exposure as nonperformance risk in transactions involving federal funds sold and purchased,
repurchase agreements, correspondent bank relationships, and derivative contracts with companies in the financial
services industry. Old National manages exposure to counterparty risk in connection with its derivatives
transactions by generally engaging in transactions with counterparties having ratings of at least “A” by Standard &
Poor’s Rating Service or “A2” by Moody’s Investors Service. Total credit exposure is monitored by counterparty
and managed within limits that management believes to be prudent. Old National’s net counterparty exposure was
an asset of $108.9 million at December 31, 2022.

Lending Activities

Commercial

Commercial and industrial loans are made primarily for the purpose of financing equipment acquisition, expansion,
working capital, and other general business purposes. Lease financing consists of direct financing leases and is used
by commercial clients to finance capital purchases ranging from computer equipment to transportation
equipment. The credit decisions for these transactions are based upon an assessment of the overall financial capacity
of the applicant. A determination is made as to the applicant’s ability to repay in accordance with the proposed
terms as well as an overall assessment of the risks involved. In addition to an evaluation of the applicant’s financial
condition, a determination is made of the probable adequacy of the primary and secondary sources of repayment,
such as additional collateral or personal guarantees, to be relied upon in the transaction. Credit agency reports of the
applicant’s credit history supplement the analysis of the applicant’s creditworthiness.

Commercial mortgages and construction loans are offered to real estate investors, developers, and builders primarily
domiciled in the geographic Midwest market areas we serve. These loans are secured by first mortgages on real
estate at LTV margins deemed appropriate for the property type, quality, location, and sponsorship. Generally, these
LTV ratios do not exceed 80%. The commercial properties are predominantly multi-family and non-residential
properties such as retail centers, industrial properties as well as, to a lesser extent, more specialized
properties. Substantially all of our commercial real estate loans are secured by properties located in our primary
market area.

In the underwriting of our commercial real estate loans, we obtain appraisals for the underlying properties.
Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower. In
evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net
cash flows to the loan’s debt service requirement. The debt service coverage ratio normally is not less than 120%
and it is computed after deduction for a vacancy factor and property expenses as appropriate. In addition, a personal
guarantee of the loan or a portion thereof is often required from the principal(s) of the borrower. In most cases, we
require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood
insurance, if appropriate, in order to protect our security interest in the underlying property. In addition, business
interruption insurance or other insurance may be required.

Construction loans are underwritten against projected cash flows derived from rental income, business income from
an owner-occupant, or the sale of the property to an end-user. We may mitigate the risks associated with these types
of loans by requiring fixed-price construction contracts, performance and payment bonding, controlled
disbursements, and pre-sale contracts or pre-lease agreements.

Consumer

We offer a variety of first mortgage and junior lien loans to consumers within our markets, with residential home
mortgages comprising our largest consumer loan category. These loans are secured by a primary residence and are
underwritten using traditional underwriting systems to assess the credit risks of the consumer. Decisions are
primarily based on LTV ratios, DTI ratios, liquidity, and credit scores. A maximum LTV ratio of 90% is generally
required, although higher levels are permitted with mortgage insurance or other mitigating factors. We offer fixed
rate mortgages and variable rate mortgages with interest rates that are subject to change every year after the first,
third, fifth, or seventh year, depending on the product and are based on indexed rates such as prime. We do not offer
payment-option facilities, sub-prime loans, or any product with negative amortization.

Home equity loans are secured primarily by second mortgages on residential property of the borrower. The
underwriting terms for the home equity product generally permit borrowing availability, in the aggregate, up to 90%
of the appraised value of the collateral property at the time of origination. We offer fixed and variable rate home
equity loans, with variable rate loans underwritten at fully-indexed rates. Decisions are primarily based on LTV
ratios, DTI ratios, and credit scores. We do not offer home equity loan products with reduced documentation.

Automobile loans include loans and leases secured by new or used automobiles. We originate automobile loans and
leases primarily on an indirect basis through selected dealerships. We require borrowers to maintain collision
insurance on automobiles securing consumer loans, with us listed as loss payee. Our procedures for underwriting
automobile loans include an assessment of an applicant’s overall financial capacity, including credit history and the
ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is
the primary consideration, the underwriting process also includes a comparison of the value of the collateral security
to the proposed loan amount.

Asset Quality

Community-based lending personnel, along with region-based independent underwriting and analytic support staff,
extend credit under guidelines established and administered by management and overseen by our Enterprise Risk
Committee. This committee, which meets quarterly, is made up of independent outside directors. The committee
monitors credit quality through its review of information such as delinquencies, credit exposures, peer comparisons,
problem loans, and charge-offs. In addition, the committee provides oversight of loan policy changes as
recommended by management to assure our policy remains appropriate for the current lending environment.

We lend to commercial and commercial real estate clients in many diverse industries including, among others, real
estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and agriculture. Old National
manages concentrations of credit exposure by industry, product, geography, client relationship, and loan size. At
December 31, 2022, our average commercial loan size was approximately $560,000 and our average commercial
real estate loan size was approximately $1,200,000. In addition, while loans to lessors of residential and non-
residential real estate exceed 10% of total loans, no individual sub-segment category within those broader categories
reaches the 10% threshold. At December 31, 2022, we had minimal exposure to foreign borrowers and no sovereign
debt. Our policy is to concentrate our lending activity in the geographic market areas we serve, primarily in the
Midwest region.

On February 15, 2022, Old National closed on its merger of equals transaction with First Midwest. As of the closing
date of the transaction, First Midwest loans totaled $14.3 billion. Old National reviewed the acquired loans and
determined that as of December 31, 2022, $275.6 million met the definition of criticized and $429.1 million were
considered classified (of which $132.8 million are reported with nonaccrual loans). These loans are included in our
summary of under-performing, criticized, and classified assets table below.

The following table presents a summary of under-performing, criticized, and classified assets at December 31:

(dollars in thousands)

Total nonaccrual loans

TDRs still accruing

Total past due loans (90 days or more and still accruing)

Foreclosed assets

Total under-performing assets

Classified loans (includes nonaccrual, TDRs still accruing,
past due 90 days, and other problem loans)
Other classified assets (1)
Criticized loans

Total criticized and classified assets

Asset Quality Ratios:

Nonaccrual loans/total loans (2)
Non-performing loans/total loans (2) (3)
Under-performing assets/total loans (2)
Under-performing assets/total assets

Allowance for credit losses on loans/under-performing assets

Allowance for credit losses on loans/nonaccrual loans

Includes investment securities that fell below investment grade rating.

(1)
(2) Loans exclude loans held for sale.
(3) Non-performing loans include nonaccrual loans and TDRs still accruing.

2022

2021

238,178

106,691

15,313

2,650

10,845

266,986

745,485

24,735

636,069

18,378

2,030

127,106

269,270

4,338

235,910

$ 1,406,289

509,518

0.77 %

0.78 %

0.81

0.86

0.57

113.74

127.50

0.92

0.93

0.52

84.45

100.61

Under-performing assets increased to $267.0 million at December 31, 2022, compared to $127.1 million at
December 31, 2021 primarily due to the First Midwest merger. Under-performing assets as a percentage of total
loans at December 31, 2022 were 0.86%, a 7 basis point improvement from 0.93% at December 31, 2021.

Nonaccrual loans increased $131.5 million from December 31, 2021 to December 31, 2022 primarily due to the First
Midwest merger. As a percentage of nonaccrual loans, the allowance for credit losses on loans was 127.50% at
December 31, 2022, compared to 100.61% at December 31, 2021.

If nonaccrual and renegotiated loans outstanding at December 31, 2022 and 2021, respectively, had been accruing
interest throughout the year in accordance with their original terms, interest income of approximately $7.9 million in
2022 and $5.1 million in 2021 would have been recorded on these loans. The amount of interest income actually
recorded on nonaccrual and renegotiated loans was $5.1 million in 2022 and $1.3 million in 2021.

Total criticized and classified assets were $1.4 billion at December 31, 2022, an increase of $896.8 million from
December 31, 2021. Criticized and classified assets related to the First Midwest merger totaled $704.8 million at
December 31, 2022. Other classified assets include investment securities that fell below investment grade rating
totaling $24.7 million at December 31, 2022, compared to $4.3 million at December 31, 2021.

Old National may choose to restructure the contractual terms of certain loans. At December 31, 2022, TDRs totaled
$39.3 million, $24.0 million of which were included within nonaccrual loans. At December 31, 2021, TDRs totaled
$30.0 million, $11.7 million of which were included within nonaccrual loans.

Old National has established specific allowances for credit losses for clients whose loan terms have been modified
as TDRs totaling $4.5 million at December 31, 2022 and $0.7 million at December 31, 2021. Old National had not
committed to lend any additional funds to clients with outstanding loans that are classified as TDRs at December 31,
2022 or December 31, 2021.

See Note 4 to the consolidated financial statements for additional information on TDRs.

Allowance for Credit Losses on Loans and Unfunded Loan Commitments

losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored
by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our
process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet
credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The
allowance for credit losses on loans held for investment and unfunded loan commitments is adjusted by a credit loss
expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries. Accrued
interest receivable is excluded from the estimate of credit losses.

The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our
loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which
credit risk of the loan is monitored. When computing the level of expected credit losses, credit loss assumptions are
estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends
and risk characteristics, including current conditions and reasonable and supportable forecasts about the future.
Determining the appropriateness of the allowance is complex and requires judgment by management about the effect
of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the
factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in
those future periods.

The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical
loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of
economic conditions. The methodology for estimating the amount of expected credit losses reported in the
allowance for credit losses on loans has two basic components: first, an asset-specific component involving
individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses
for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans
that share similar risk characteristics.

The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments
used to determine the allowance for credit losses on loans. The allowance for credit losses on loans was calculated
by pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used
to monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and
consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential
real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans.
The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of
loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown
on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The
portfolio segment reclassifications follow:

(dollars in thousands)
December 31, 2022
Commercial
Commercial real estate
BBCC
Residential real estate
Consumer
Indirect
Direct
Home equity

Total

December 31, 2021
Commercial
Commercial real estate
BBCC
Residential real estate
Consumer
Indirect
Direct
Home equity

Total

Statement
Balance

Portfolio
Segment
Reclassifications

After
Reclassifications

9,508,904 $
12,457,070

N/A

6,460,441
2,697,226

N/A
N/A
N/A
31,123,641 $

3,391,769 $
6,380,674

N/A

2,255,289
1,574,114

N/A
N/A
N/A
13,601,846 $

(210,280) $
(158,322)
368,602
—
(2,697,226)
1,034,257
629,186
1,033,783

— $

(191,557) $
(159,190)
350,747
—
(1,574,114)
873,139
140,385
560,590

— $

9,298,624
12,298,748
368,602
6,460,441
N/A
1,034,257
629,186
1,033,783
31,123,641

3,200,212
6,221,484
350,747
2,255,289
N/A
873,139
140,385
560,590
13,601,846

The following table details activity in our allowance for credit losses on loans for the years ended December 31:

(dollars in thousands)

Beginning allowance for credit losses on loans
Allowance established for acquired PCD loans
Impact of adopting ASC 326
Loans charged-off:

2022

107,341
89,089
—

2021

131,388
—
—

2020

54,619
—
41,347

Commercial
Commercial real estate
BBCC
Residential real estate
Indirect
Direct
Home equity

Total charge-offs

Recoveries on charged-off loans:

Commercial
Commercial real estate
BBCC
Residential real estate
Indirect
Direct
Home equity

Total recoveries

Net charge-offs (recoveries)

Provision for credit losses on loans

Ending allowance for credit losses on loans

Beginning allowance for credit losses on unfunded loan commitments

Provision for credit losses on unfunded loan commitments acquired
during the period
Impact of adopting ASC 326
Provision for credit losses on unfunded loan commitments

6,885
6,519
85
344
2,525
10,799
124

27,281

4,610
1,095
281
760
1,263
2,557
616

11,182

16,099
123,340

303,671

10,879

11,013
—
10,296

1,228
264
144
346
1,087
1,159
82

4,310

791
4,403
105
339
1,682
777
978

9,075

(4,765)
(28,812)

107,341

11,689

—
—
(810)

5,593
4,323
95
824
2,754
1,763
201

15,553

3,629
4,515
140
633
1,922
819
922

12,580

2,973
38,395

131,388

2,656

—
4,549
4,484

Ending allowance for credit losses on unfunded loan commitments

32,188

10,879

11,689

Allowance for credit losses
Average loans for the year (1)
Asset Quality Ratios:

Allowance for credit losses on loans/year-end loans (1)
Allowance for credit losses on loans/average loans (1)
Allowance for credit losses/year-end loans (1)
Allowance for credit losses/average loans (1)

(1) Loans exclude loans held for sale.

335,859
$
$ 27,589,442

118,220
$
$ 13,766,590

143,077
$
$ 13,341,677

0.98 %
1.10
1.08
1.22

0.79 %
0.78
0.87
0.86

0.95 %
0.98
1.04
1.07

The following table details net charge-offs to average loans outstanding by loan category for the years ended
December 31:

(dollars in thousands)
Commercial:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

Commercial real estate:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

BBCC:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

Residential real estate:

Net charge-offs (recoveries)
Average loans for the year (1)
Net charge-offs (recoveries)/average loans

Indirect:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

Direct:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

Home equity:

Net charge-offs (recoveries)
Average loans for the year
Net charge-offs (recoveries)/average loans

Total loans:

Net charge-offs (recoveries)
Average loans for the year (1)
Net charge-offs (recoveries)/average loans

(1) Average loans exclude loans held for sale.

2022

2021

2020

$
2,275
$ 7,755,895

$
437
$ 3,553,527

$
1,964
$ 3,520,397

0.03 %

0.01 %

0.06 %

$
5,424
$ 11,292,033

(4,139) $

$
$ 6,022,408

(192)
$ 5,436,791

0.05 %

(0.07) %

— %

$
$

(196)
352,276

$
$

39
355,310

$
$

(45)
363,463

(0.06) %

0.01 %

(0.01) %

$
(416)
$ 5,618,883

$
7
$ 2,257,878

$
191
$ 2,336,428

(0.01) %

— %

0.01 %

$
1,262
$ 1,089,394

0.12 %

$
$

8,242
559,943

1.47 %

(492)
921,018

$
$

(595) $
$

879,525

832
935,233

(0.07) %

0.09 %

382
150,620

$
$

944
195,795

0.25 %

0.48 %

(896) $
$

547,322

(721)
553,570

(0.05) %

(0.16) %

(0.13) %

$
16,099
$ 27,589,442

(4,765) $

$
$ 13,766,590

2,973
$ 13,341,677

0.06 %

(0.03) %

0.02 %

The allowance for credit losses on loans was $303.7 million at December 31, 2022, compared to $107.3 million at
December 31, 2021. The increase reflects $89.1 million of allowance for credit losses on acquired PCD loans
established through acquisition accounting adjustments as a result of the First Midwest merger. In addition, the
provision for credit losses expense in 2022 included $96.3 million to establish an allowance for credit losses on non-
PCD loans acquired in the First Midwest merger. Continued loan growth in future periods, a decline in our current
level of recoveries, or an increase in charge-offs could result in an increase in provision expense. Additionally,
provision expense may be volatile due to changes in CECL model assumptions of credit quality, macroeconomic
factors and conditions, and loan composition, which drive the allowance for credit losses balance.

The following table details the allowance for credit losses on loans by loan category and the percent of loans in each
category compared to total loans at December 31.

(dollars in thousands)
Commercial
Commercial real estate
BBCC
Residential real estate
Indirect
Direct
Home equity
Total

2022

2021

Allowance
Amount

% of
Loans
to Total
Loans

Allowance
Amount

120,612
138,244
2,431
21,916
1,532
12,116
6,820
303,671

29.9 % $
39.5
1.2
20.8
3.3
2.0
3.3

100.0 % $

27,232
64,004
2,458
9,347
1,743
528
2,029
107,341

% of
Loans
to Total
Loans

23.5 %
45.8
2.6
16.6
6.4
1.0
4.1
100.0 %

Market Risk

Market risk is the risk that the estimated fair value of our assets, liabilities, and derivative financial instruments will
decline as a result of changes in interest rates or financial market volatility, or that our net income will be
significantly reduced by interest rate changes.

The objective of our interest rate management process is to maximize net interest income while operating within
acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or
pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from
our normal business activities of gathering deposits and extending loans. Many factors affect our exposure to
changes in interest rates, such as general economic and financial conditions, client preferences, historical pricing
relationships, and re-pricing characteristics of financial instruments. Our earnings can also be affected by the
monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve.

In managing interest rate risk, we establish guidelines for asset and liability management, including measurement of
short and long-term sensitivities to changes in interest rates, which are reviewed with the Enterprise Risk Committee
of our Board of Directors. Based on the results of our analysis, we may use different techniques to manage changing
trends in interest rates including:

adjusting balance sheet mix or altering interest rate characteristics of assets and liabilities;
changing product pricing strategies;

•
•
• modifying characteristics of the investment securities portfolio; or
•

using derivative financial instruments, to a limited degree.

A key element in our ongoing process is to measure and monitor interest rate risk using a model to quantify the
likely impact of changing interest rates on Old National’s results of operations. The model quantifies the effects of
various possible interest rate scenarios on projected net interest income. The model measures the impact on net
interest income relative to a base case scenario. The base case scenario assumes that the balance sheet and interest
rates are held at current levels. The model shows our projected net interest income sensitivity based on interest rate
changes only and does not consider other forecast assumptions.

The following table illustrates our projected net interest income sensitivity over a two-year cumulative horizon
based on the asset/liability model as of December 31, 2022 and 2021:

(dollars in thousands)

December 31, 2022

Projected interest income:

Money market, other interest earning
investments, and investment securities

Loans

Total interest income

Projected interest expense:

Deposits

Borrowings

Total interest expense

Net interest income

Change from base

% change from base

December 31, 2021

Projected interest income:

Money market, other interest earning
investments, and investment securities

Loans

Total interest income

Projected interest expense:

Deposits

Borrowings

Total interest expense

Net interest income

Change from base

% change from base

Immediate
Rate Decrease

Immediate Rate Increase

-200
Basis Points

-100
Basis Points

Base

+100
Basis Points

+200
Basis Points

+300
Basis Points

$ 620,880

$ 658,876

698,965 $ 738,776

$ 778,162

$ 817,474

2,664,328

2,996,970

3,340,228 3,676,293

4,007,987

4,339,475

3,285,208

3,655,846

4,039,193 4,415,069

4,786,149

5,156,949

396,535

554,823

718,942

890,027

1,061,113

1,232,199

322,555

399,862

473,953

551,211

628,518

705,816

719,090

954,685

1,192,895 1,441,238

1,689,631

1,938,015

$ 2,566,118

$ 2,701,161

$ 2,846,298 $ 2,973,831

$ 3,096,518

$ 3,218,934

$ (280,180)

$ (145,137)

$ 127,533

$ 250,220

$ 372,636

(9.84) %

(5.10) %

4.48 %

8.79 %

13.09 %

Immediate
Rate
Decrease

-50
Basis Points

Immediate Rate Increase

Base

+100
Basis Points

+200
Basis Points

+300
Basis Points

$ 286,047

306,020 $ 343,964

$ 380,103

$ 414,696

836,118

867,676 1,007,875

1,151,879

1,291,113

1,122,165

1,173,696 1,351,839

1,531,982

1,705,809

14,032

71,218

85,250

23,628

108,236

79,068

111,178

102,696

219,414

193,024

146,967

339,991

277,809

183,450

461,259

$ 1,036,915

$ 1,071,000 $ 1,132,425

$ 1,191,991

$ 1,244,550

$ (34,085)

(3.18) %

61,425

$ 120,991

$ 173,550

5.74 %

11.30 %

16.20 %

Our projected net interest income increased year over year due to the First Midwest merger, loan growth, and rising
interest rates.

A key element in the measurement and modeling of interest rate risk is the re-pricing assumptions of our transaction
deposit accounts, which have no contractual maturity dates. Because the models are driven by expected behavior in
various interest rate scenarios and many factors besides market interest rates affect our net interest income, we
recognize that model outputs are not guarantees of actual results. For this reason, we model many different
combinations of interest rates and balance sheet assumptions to understand our overall sensitivity to market interest
rate changes, including shocks, ramps, yield curve flattening, yield curve steepening, as well as forecasts of likely
interest rate scenarios tested.

We use cash flow and fair value hedges, primarily interest rate swaps, collars, and floors, to mitigate interest rate
risk. Derivatives designated as hedging instruments were in a net liability position with a fair value loss of
$36.1 million at December 31, 2022, compared to a net asset position with a fair value gain of $1.3 million at
December 31, 2021. See Note 19 to the consolidated financial statements for further discussion of derivative
financial instruments.

Liquidity Risk

Liquidity risk arises from the possibility that we may not be able to satisfy current or future financial commitments
or may become unduly reliant on alternative funding sources. We establish liquidity risk guidelines that we review
with the Enterprise Risk Committee of our Board of Directors and monitor through our Balance Sheet Management
Committee. The objective of liquidity management is to ensure we have the ability to fund balance sheet growth
and meet deposit and debt obligations in a timely and cost-effective manner. Management monitors liquidity
through a regular review of asset and liability maturities, funding sources, and loan and deposit forecasts. We
maintain strategic and contingency liquidity plans to ensure sufficient available funding to satisfy requirements for
balance sheet growth, properly manage capital markets’ funding sources and to address unexpected liquidity
requirements. On June 5, 2020, we filed an automatic shelf registration statement with the SEC that permits us to
issue an unspecified amount of debt or equity securities.

Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit
flows, calls of investment securities, and prepayments of loans and mortgage-related securities are not as predictable
as they are strongly influenced by interest rates, the housing market, general and local economic conditions, and
competition in the marketplace. We continually monitor marketplace trends to identify patterns that might improve
the predictability of the timing of deposit flows or asset prepayments.

A maturity schedule for Old National Bank’s time deposits is shown in the following table at December 31, 2022.

(dollars in thousands)

Maturity Bucket
2023

2024

2025

2026

2027

2028 and beyond

Total

Amount

Rate

2,099,157

1.54 %

684,377

118,776

64,207

41,794

5,469

2.84

1.02

0.51

0.60

0.97

3,013,780

1.78 %

Our ability to acquire funding at competitive prices is influenced by rating agencies’ views of our credit quality,
liquidity, capital, and earnings. Moody’s Investors Service places us in an investment grade that indicates a low risk
of default. For both Old National and Old National Bank:

• Moody’s Investors Service affirmed the Long-Term Rating of “A3” for Old National’s senior unsecured/

issuer rating on February 16, 2022.

• Moody’s Investors Service affirmed Old National Bank’s long-term deposit rating of “Aa3” on February 16,
2022. The bank’s short-term deposit rating was affirmed at “P-1” and the bank’s issuer rating was affirmed
at “A3.”

Moody’s Investors Service concluded a rating review of Old National Bank on February 16, 2022.

The credit ratings of Old National and Old National Bank at December 31, 2022 are shown in the following table.

Old National

Old National Bank

Moody's Investors Service

Long-term

Short-term

Aa3

N/A

P-1

Old National Bank maintains relationships in capital markets with brokers and dealers to issue certificates of deposit
and short-term and medium-term bank notes as well. At December 31, 2022, Old National and its subsidiaries had
the following availability of liquid funds and borrowings:

(dollars in thousands)

Available liquid funds:

Cash and due from banks

Unencumbered government-issued debt securities

Unencumbered investment grade municipal securities

Unencumbered corporate securities

Availability of borrowings:

Amount available from Federal Reserve discount window*

Amount available from Federal Home Loan Bank*

Total available funds

* Based on collateral pledged

Parent
Company

Subsidiaries

297,041 $

431,371

—

2,193,446

817,889

310,503

584,872

507,199

297,041 $

4,845,280

Old National Bancorp has routine funding requirements consisting primarily of operating expenses, dividends to
shareholders, debt service, net derivative cash flows, and funds used for acquisitions. Old National Bancorp can
obtain funding to meet its obligations from dividends and management fees collected from its subsidiaries, operating
line of credit, and through the issuance of debt securities. Additionally, Old National Bancorp has a shelf
registration in place with the SEC permitting ready access to the public debt and equity markets. At December 31,
2022, Old National Bancorp’s other borrowings outstanding were $484.8 million. Management believes the
Company has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-
term and the long-term.

Federal banking laws regulate the amount of dividends that may be paid by Old National Bank to Old National
Bancorp on an unconsolidated basis without obtaining prior regulatory approval. Prior regulatory approval is
required if dividends to be declared in any year would exceed net earnings of the current year plus retained net
profits for the preceding two years. Prior regulatory approval to pay dividends was not required in 2021 or 2022 and
is not currently required. At December 31, 2022, Old National Bank could pay dividends of $303.7 million without
prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized
guidelines.

Operational Risk

Operational risk is the risk that inadequate information systems, operational issues, breaches in internal controls,
information security breaches, fraud, or unforeseen catastrophes will result in unexpected losses and other adverse
impacts to Old National, such as reputational harm. We maintain frameworks, programs, and internal controls to
prevent or minimize financial loss from failure of systems, people, or processes. This includes specific programs
and frameworks intended to prevent or limit the effects of cybersecurity risk including, but not limited to, cyber-
attacks or other information security breaches that might allow unauthorized transactions or unauthorized access to
client, team member, or company sensitive information. Metrics and measurements are used by our management
team in the management of day-to-day operations to ensure effective client service, minimization of service
disruptions, and oversight of cybersecurity risk. We continually monitor and internally report on weaknesses in the
internal control environment, third party risks, privacy and data governance, cyber-attacks, information security or
data breaches; damage to physical assets; employee and workplace safety; execution, delivery, and process
management; external and internal fraud; and model risk management.

Compliance and Regulatory Risk

Compliance and regulatory risk is the risk that the Company violated or was not in compliance with applicable laws,
regulations or practices, industry standards, or ethical standards. Compliance with applicable regulatory
requirements, internal policies and procedures, and ethical standards is not only the right thing to do, but it is
embedded within our culture and mission to assist our clients in achieving financial success. Adherence to this
belief is the responsibility of every employee, every day, in everything we do. It is Old National’s policy to comply
with the letter and intent of all applicable regulatory requirements. Management, the first line of defense, is
responsible for ensuring this expectation is met, with oversight from the second and third lines of defense, the risk

and internal audit functions, respectively. Recognizing that inadvertent violations may occur, risk management
activities are established to promptly identify, analyze, and, if necessary, remediate compliance and regulatory issues
to limit compliance risk exposure.

Legal Risk

Legal risk generally results from unidentified or unmitigated risks that could result in lawsuits or adverse judgments
that negatively affect the operations or condition of the Company. Business practices must be executed, as well as
products and services delivered, in a manner that is compliant with laws, regulatory requirements, and agreements to
which we are a party. Corporate governance practices must be compliant with applicable legal requirements and
aligned with market practices. The Board of Directors expects that we will perform business in a manner compliant
with applicable laws and/or regulations and expects issues to be identified, analyzed, and remediated in a timely and
complete manner.

MATERIAL CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENT LIABILITIES

The following table presents our material fixed and determinable contractual obligations and significant
commitments at December 31, 2022. Further discussion of each obligation or commitment is included in the
referenced note to the consolidated financial statements.

(dollars in thousands)

Deposits without stated maturity

IRAs, consumer deposits, and brokered certificates of deposit

Federal funds purchased and interbank borrowings

Securities sold under agreements to repurchase

Federal Home Loan Bank advances

Other borrowings

Payments Due In

Note
Reference

One Year
or Less

Over
One Year

Total

$ 31,987,050 $

— $ 31,987,050

2,099,157

914,623

3,013,780

581,489

432,804

—

581,489

432,804

950,149

2,878,869

3,829,018

90,276

652,727

743,003

We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to
changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide
derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently
and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included
in the table of contractual obligations presented above. Further discussion of derivative instruments is included in
Note 19 to the consolidated financial statements.

In the normal course of business, various legal actions and proceedings are pending against us and our affiliates
which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is
included in Note 20 to the consolidated financial statements.

In addition, liabilities recorded under FASB ASC 740-10 (FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes – an interpretation of FASB Statement No. 109) are not included in the table because the amount
and timing of any cash payments cannot be reasonably estimated. Further discussion of income taxes and liabilities
is included in Note 15 to the consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

Our most significant accounting policies are described in Note 1 to the consolidated financial statements. Certain of
these accounting policies require management to use significant judgment and estimates, which can have a material
impact on the carrying value of certain assets and liabilities. We consider these policies to be our critical accounting
estimates. The judgment and assumptions made are based upon historical experience, future forecasts, or other
factors that management believes to be reasonable under the circumstances. Because of the nature of the judgment
and assumptions, actual results could differ from estimates, which could have a material effect on our financial
condition and results of operations.

The following accounting policies materially affect our reported earnings and financial condition and require
significant judgments and estimates. Management has reviewed these critical accounting estimates and related
disclosures with our Audit Committee.

Business Combinations and Goodwill

•

Description. For mergers and acquisitions, we are required to record the assets acquired, including
identified intangible assets such as core deposit and customer trust relationship intangibles, and the liabilities
assumed at their fair value. The difference between consideration and the net fair value of assets acquired is
recorded as goodwill. Management uses significant estimates and assumptions to value such items, including
projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and
realizable collateral values. The allowance for credit losses for PCD loans is recognized within acquisition
accounting. The allowance for credit losses for non-PCD assets is recognized as provision for credit losses in
the same reporting period as the merger or acquisition. Fair value adjustments are amortized or accreted into
the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date
valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with
the merger or acquisition. The use of different assumptions could produce significantly different valuation
results, which could have material positive or negative effects on our results of operations. The carrying
value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim
basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized
for any excess of carrying value over fair value of the goodwill.

Judgments and Uncertainties. The determination of fair values is based on valuations using management’s
assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant
factors. In addition, we engage third party specialists to assist in the development of fair values. Preliminary
estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if
new information is obtained about facts and circumstances that existed as of the merger or acquisition date
that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments
recorded during this period are recognized in the current reporting period. Management uses various
valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a
significant degree of judgment, particularly when liquid markets do not exist for the particular item being
valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets
and liabilities.

Effect if Actual Results Differ From Assumptions. Changes in these factors, as well as downturns in
economic or business conditions, could have a significant adverse impact on the carrying value of assets,
including goodwill and liabilities, which could result in impairment losses affecting our financial statements
as a whole and our banking subsidiary in which the goodwill resides.

Pandemic. A prolonged COVID-19 pandemic, or any other epidemic that harms the global economy, U.S.
economy, or the economies in which we operate could adversely affect our operations. Goodwill is especially
susceptible to risk of impairment during prolonged periods of economic downturn.

Allowance for Credit Losses on Loans

•

Description. The allowance for credit losses on loans represents management’s estimate of all expected
credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the
allowance is complex and requires judgment by management about the effect of matters that are inherently
uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing,
may result in significant changes in the allowance for credit losses in those future periods.

The allowance for credit losses on loans, as reported in our consolidated statements of financial condition, is
adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of
loan amounts, net of recoveries.

Judgments and Uncertainties. We utilize a discounted cashflow approach to determine the allowance for
credit losses for performing loans and nonperforming loans. Expected cashflows are created for each loan
and discounted using the effective yield method. The discounted sum of expected cashflows is then
compared to the amortized cost and any shortfall is recorded as an allowance. Expected cashflows are
created using a combination of contractual payment schedules, calculated PDs, LGD and prepayment
assumptions as well as qualitative factors. For commercial and commercial real estate loans, the PD is
forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within the
time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine
the likelihood of a loan being charged-off within the time horizon. The regression models use combinations

of variables to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower
specific and help to gauge the risk of default from an individual borrower. Variables for systematic risk, risk
inherent to all borrowers, come from the use of forward-looking economic forecasts and include variables
such as unemployment rate, gross domestic product, and house price index. The LGD is defined as credit
loss incurred when an obligor of the bank defaults. Qualitative factors include items such as changes in
lending policies or procedures and economic uncertainty in forward-looking forecasts.

•

Effect if Actual Results Differ From Assumptions. The allowance represents management’s best estimate,
but significant downturns in circumstances relating to loan quality and economic conditions could result in a
requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions
may allow a reduction in the required allowance. In either instance, unanticipated changes could have a
significant impact on results of operations.

One of the most significant judgments used in determining the allowance for credit losses is the
macroeconomic forecast provided by a third party. The economic indices sourced from the macroeconomic
forecast and used in projecting loss rates include the national unemployment rate, changes in commercial real
estate prices, changes in home values, and changes in the United States gross domestic product. The
economic index used in the calculation to which the calculation may be most sensitive is the national
unemployment rate. Each reporting period, several macroeconomic forecast scenarios are considered by
management. Management selects the macroeconomic forecast that is most reflective of expectations at that
point in time. Changes in the macroeconomic forecast, especially for the national unemployment rate, could
significantly impact the calculated estimated credit losses.

The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for
credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio.
The amount of expense and the corresponding level of allowance for credit losses on loans are based on our
evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and
supportable forecasts, and other significant qualitative and quantitative factors.

Derivative Financial Instruments

•

Description. As part of our overall interest rate risk management, we use derivative instruments to reduce
exposure to changes in interest rates and market prices for financial instruments. The application of the
hedge accounting policy requires judgment in the assessment of hedge effectiveness, identification of similar
hedged item groupings and measurement of changes in the fair value of derivative financial instruments and
hedged items. To the extent hedging relationships are found to be effective, changes in fair value of the
derivatives are offset by changes in the fair value of the related hedged item or recorded to other
comprehensive income (loss). Management believes hedge effectiveness is evaluated properly in preparation
of the financial statements. All of the derivative financial instruments we use have an active market and
indications of fair value can be readily obtained. We are not using the “short-cut” method of accounting for
any fair value derivatives.

Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old
National’s exposure is limited to the termination value of the contracts rather than the notional, principal, or
contract amounts. There are provisions in our agreements with the counterparties that allow for certain
unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are
collateralized. In addition, we minimize credit risk through credit approvals, limits, and monitoring
procedures.

Judgments and Uncertainties. The application of the hedge accounting policy requires judgment in the
assessment of hedge effectiveness, identification of similar hedged item groupings and measurement of
changes in the fair value of derivative financial instruments and hedged items.

Effect if Actual Results Differ From Assumptions. To the extent hedging relationships are found to be
effective, changes in fair value of the derivatives are offset by changes in the fair value of the related hedged
item or recorded to other comprehensive income (loss). However, if in the future the derivative financial
instruments used by us no longer qualify for hedge accounting treatment, all changes in fair value of the
derivative would flow through the consolidated statements of income in other noninterest income, resulting
in greater volatility in our earnings.

Income Taxes

•

Description. We are subject to the income tax laws of the U.S., its states, and the municipalities in which we
operate. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant
government taxing authorities. We review income tax expense and the carrying value of deferred tax assets
quarterly; and as new information becomes available, the balances are adjusted as appropriate. FASB ASC
740-10 (FIN 48) prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for
all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be
recognized in the financial statements. See Note 15 to the consolidated financial statements for a further
description of our provision and related income tax assets and liabilities.

Judgments and Uncertainties. In establishing a provision for income tax expense, we must make judgments
and interpretations about the application of these inherently complex tax laws. We must also make estimates
about when in the future certain items will affect taxable income in the various tax jurisdictions. Disputes
over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various
tax jurisdictions or may be settled with the taxing authority upon examination or audit.

Effect if Actual Results Differ From Assumptions. Although management believes that the judgments and
estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could
be material. To the extent we prevail in matters for which reserves have been established or are required to
pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period
could be materially affected. An unfavorable tax settlement would result in an increase in our effective
income tax rate in the period of resolution. A favorable tax settlement would result in a reduction in our
effective income tax rate in the period of resolution.

Management has discussed the development and selection of these critical accounting estimates with the Audit
Committee and the Audit Committee has reviewed our disclosure relating to it in this “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained under the caption “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Market Risk” of this Form 10-K is incorporated herein by reference in response to this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Management
Report of Independent Registered Public Accounting Firm (PCAOB ID: 173)
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Note 1. Basis of Presentation and Significant Accounting Policies
Note 2. Merger, Acquisition, and Divestiture Activity
Note 3. Investment Securities
Note 4. Loans and Allowance for Credit Losses
Note 5. Premises and Equipment
Note 6. Leases
Note 7. Goodwill and Other Intangible Assets
Note 8. Loan Servicing Rights
Note 9. Qualified Affordable Housing Projects and Other Tax Credit Investments
Note 10. Deposits
Note 11. Securities Sold Under Agreements to Repurchase
Note 12. Federal Home Loan Bank Advances
Note 13. Other Borrowings
Note 14. Accumulated Other Comprehensive Income (Loss)
Note 15. Income Taxes
Note 16. Share-Based Compensation and Other Employee Benefit Plans
Note 17. Shareholders’ Equity
Note 18. Fair Value
Note 19. Derivative Financial Instruments
Note 20. Commitments, Contingencies, and Financial Guarantees
Note 21. Regulatory Restrictions
Note 22. Parent Company Financial Statements
Note 23. Segment Information

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REPORT OF MANAGEMENT

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

Management is responsible for the preparation of the financial statements and related financial information
appearing in this annual report on Form 10-K. The financial statements and notes have been prepared in conformity
with accounting principles generally accepted in the United States and include some amounts which are estimates
based upon currently available information and management’s judgment of current conditions and
circumstances. Financial information throughout this annual report on Form 10-K is consistent with that in the
financial statements.

Management maintains a system of internal accounting controls, which is believed to provide, in all material
respects, reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition,
transactions are properly authorized and recorded, and the financial records are reliable for preparing financial
statements and maintaining accountability for assets. In addition, Old National has a Code of Business Conduct and
Ethics, a Senior Financial and Executive Officer Code of Ethics and Corporate Governance Guidelines that outline
high levels of ethical business standards. Old National has also appointed a Chief Ethics Officer and had a third
party perform an independent validation of our ethics program. All systems of internal accounting controls are
based on management’s judgment that the cost of controls should not exceed the benefits to be achieved and that no
system can provide absolute assurance that control objectives are achieved. Management believes Old National’s
system provides the appropriate balance between cost of controls and the related benefits.

In order to monitor compliance with this system of controls, Old National maintains an extensive internal audit
program. Internal audit reports are issued to appropriate officers and significant audit exceptions, if any, are
reviewed with management and the Audit Committee.

The Board of Directors, through an Audit Committee comprised solely of independent outside directors, oversees
management’s discharge of its financial reporting responsibilities. The Audit Committee meets regularly with Old
National’s independent registered public accounting firm, Crowe LLP, and the managers of financial reporting,
internal audit, and risk. During these meetings, the committee meets privately with the independent registered
public accounting firm as well as with financial reporting and internal audit personnel to review accounting,
auditing, and financial reporting matters. The appointment of the independent registered public accounting firm is
made by the Audit Committee.

The consolidated financial statements in this annual report on Form 10-K have been audited by Crowe LLP, for the
purpose of determining that the consolidated financial statements are presented fairly, in all material respects in
conformity with accounting principles generally accepted in the United States. Crowe LLP’s report on the financial
statements follows.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Old National is responsible for establishing and maintaining adequate internal control over
financial reporting. A company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Old National’s management assessed the effectiveness of Old National’s internal control over financial reporting as
of December 31, 2022. In making this assessment, management used the criteria established in 2013 by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated
Framework. Based on that assessment, Old National has concluded that, as of December 31, 2022, Old National’s
internal control over financial reporting is effective. Old National’s independent registered public accounting firm
has audited the effectiveness of Old National’s internal control over financial reporting as of December 31, 2022 as
stated in their report, which follows.

Crowe LLP
Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Old National Bancorp
Evansville, Indiana

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Old National Bancorp (the
"Company") as of December 31, 2022 and 2021, the related consolidated statements of income,
comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the
three-year period ended December 31, 2022, and the related notes (collectively referred to as the
"financial statements"). We also have audited the Company’s internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the years in the three-year period ended December 31, 2022 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013)
issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Assessment of Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements
and an opinion on the Company’s internal control over financial reporting based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud, and whether effective internal control
over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the
financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or
on the accounts or disclosures to which they relate.

Allowance and Provision for Credit Losses on Loans – Forecasting and Qualitative Factors, and Model
Design for Acquired Loans

The allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the
contractual life of financial assets carried at amortized cost and off-balance-sheet credit exposures as
described in Notes 1 and 4 of the consolidated financial statements. A financial asset (or a group of
financial assets), including the Company's loan portfolio, is required to be measured at amortized cost to
be presented at the net amount expected to be collected. Estimates of expected credit losses for loans
are based on historical experience, current conditions, and reasonable and supportable forecasts over the
expected life of the loans. At December 31, 2022, the ACL on the overall loan portfolio was $303.7 million.
As part of the Company’s merger with First Midwest Bancorp, Inc. (“FMB”), the Company recorded $96.3
million of provision for credit losses to establish an ACL on acquired non-purchased credit deteriorated
(PCD) loans and $89.1 million to establish an ACL for acquired PCD loans.

The Company utilizes a discounted cash flow (“DCF”) approach with probability of default (“PD”)
methodology. The PD regression models use combinations of variables to assess risk including
unsystematic risk to help gauge the risk of default from an individual borrower and variables for
systematic risk applicable to all borrowers. Other assumptions used to determine the quantitative
allowance include the loss given default (“LGD”), which is defined as credit loss incurred when an obligor
of the bank defaults, and prepayment assumptions. Expected cash flows are created for each loan using
reasonable and supportable forecasts and discounted using the loan’s effective yield. The discounted
sum of expected cash flows is then compared to the amortized cost and any shortfall is recorded as a
component of the ACL. The quantitative allowance is adjusted by qualitative factors, including items such
as changes in lending policies or procedures and economic uncertainty in forward-looking forecasts. The
same methods and assumptions used to determine the quantitative and qualitative allowance were
applied to the FMB acquired loans since the merger date. A significant amount of management judgment
is required to determine the reasonable and supportable forecasts and the qualitative factors for the ACL,
and the model design for FMB acquired loans at the merger date.

We identified auditing the reasonable and supportable forecasts and the qualitative factors for the ACL,
and the model design for FMB acquired loans used in developing the ACL at the merger date, as a critical
audit matter because of the extent of auditor judgment applied and significant audit effort required to
evaluate the especially subjective and complex judgments made by management, including the need for
specialized skills. The principal considerations resulting in our determination included the following:

•

Significant auditor judgment and audit effort required to evaluate the determination of the
reasonable and supportable forecast and qualitative factors.
Significant auditor judgment and audit effort required to evaluate the model design for FMB
acquired loans, including the evaluation of the method, significant assumptions, and data used in
the model design.

The primary procedures performed to address the critical audit matter included:

•

Testing the effectiveness of management’s internal controls over the determination of the
reasonable and supportable forecast, the qualitative factors, and model design for FMB acquired
loans, including controls addressing:

◦ Management’s review of the appropriateness of the reasonable and supportable
forecasts and qualitative factors applied in the estimate of ACL, including the review of
relevance and reliability of data used in the estimate

◦ Management’s review of the appropriateness of the models and reasonableness of the
significant assumptions used to establish the ACL for FMB acquired loans, including the
review of relevance and reliability of data used in the estimate

◦ Management’s review of the results of the model validation related to the ACL for FMB

acquired loans

•

Substantively testing management’s process for the determination of reasonable and supportable
forecast, the qualitative factors, and model design for FMB acquired loans, including:

◦

Evaluating management’s judgments in the selection and application of reasonable and
supportable forecasts and qualitative factors, including the relevance and reliability of
data used in the estimate.
Evaluating the relevance and reliability of data used in the models for the FMB acquired
loans
Evaluating, with the assistance of internal valuation specialists, the reasonableness of the
conceptual design of the models and the significant assumptions applied in the ACL for
FMB acquired loans

Merger - Fair Value of Loans Acquired

As described in Note 2 to the consolidated financial statements, the Company completed the merger
transaction with FMB on February 15, 2022. The merger transaction was accounted for as a business
combination and accordingly, the assets acquired and liabilities assumed from FMB were recorded at fair
value as of the merger date. The merger date fair value of loans acquired from FMB was approximately
$14.6 billion. Accounting for the merger date fair value of loans acquired requires management to make
significant judgments about the selection and application of assumptions.

We identified auditing the merger date fair value of loans acquired as a critical audit matter because it
required especially subjective auditor judgment. The principal considerations resulting in our
determination included the significant auditor judgment and effort required to evaluate the reasonableness
of management’s assumptions used, including the need for specialized skills.

The primary procedures performed to address the critical audit matter included:

•

Testing the effectiveness of management’s internal controls over the determination of merger date
fair value of loans acquired, including controls addressing:

◦

Evaluation of the reasonableness of methods and significant assumptions applied in the
estimate of merger date fair value of loans acquired
Evaluation of the relevance and reliability of data used in the valuation of merger date fair
value of loans acquired

Substantively testing management’s process for developing the merger date fair value of loans
acquired, which included:

◦
◦

Testing the relevance and reliability of data used as a basis for the valuation
Evaluating, with the assistance of our internal valuation specialists, the reasonableness
of the methods and significant assumptions applied in the estimate of the fair value of
loans acquired, including the application of the significant assumptions used in the
valuation

Crowe LLP

We have served as the Company's auditor since 2005, which is the year the engagement letter was
signed for the audit of the 2006 financial statements.

Louisville, Kentucky
February 22, 2023

OLD NATIONAL BANCORP
CONSOLIDATED BALANCE SHEETS

(dollars and shares in thousands, except per share data)
Assets
Cash and due from banks
Money market and other interest-earning investments

Total cash and cash equivalents

Equity securities, at fair value
Investment securities - available-for-sale, at fair value (amortized cost
$7,772,603 and $7,384,033, respectively)
Investment securities - held-to-maturity, at amortized cost (fair value
$2,643,682 and $0, respectively)
Federal Home Loan Bank/Federal Reserve Bank stock, at cost
Loans held for sale, at fair value
Loans:

Commercial
Commercial real estate
Residential real estate
Consumer credit, net of unearned income

Total loans, net of unearned income

Allowance for credit losses on loans

Net loans

Premises and equipment, net
Operating lease right-of-use assets
Accrued interest receivable
Goodwill
Other intangible assets
Company-owned life insurance
Other assets

Total assets

Liabilities
Deposits:

Noninterest-bearing demand
Interest-bearing:

Checking and NOW
Savings
Money market
Time deposits
Total deposits

Federal funds purchased and interbank borrowings
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowings
Operating lease liabilities
Accrued expenses and other liabilities

Total liabilities

Commitments and contingencies (Note 20)
Shareholders' Equity
Preferred stock, 2,000 shares authorized, 231 and 0 shares issued and outstanding, respectively
Common stock, $1.00 per share stated value, 600,000 shares authorized, 292,903
and 165,838 shares issued and outstanding, respectively
Capital surplus
Retained earnings
Accumulated other comprehensive income (loss), net of tax

Total shareholders' equity
Total liabilities and shareholders' equity

The accompanying notes to consolidated financial statements are an integral part of these statements.

December 31,

2022

2021

453,432 $
274,980
728,412
52,507

172,663
649,356
822,019
13,211

6,773,712

7,382,066

3,089,147
314,168
11,926

9,508,904
12,457,070
6,460,441
2,697,226
31,123,641
(303,671)
30,819,970
557,307
189,714
190,521
1,998,716
126,405
768,552
1,142,315
46,763,372 $

—
169,375
35,458

3,391,769
6,380,674
2,255,289
1,574,114
13,601,846
(107,341)
13,494,505
476,186
69,560
84,109
1,036,994
34,678
463,324
372,079
24,453,564

11,930,798 $

6,303,106

8,340,955
6,326,158
5,389,139
3,013,780
35,000,830
581,489
432,804
3,829,018
743,003
211,964
835,669
41,634,777

5,338,022
3,798,494
2,169,160
960,413
18,569,195
276
392,275
1,886,019
296,670
76,236
220,875
21,441,546

230,500

—

292,903
4,174,265
1,217,349
(786,422)
5,128,595
46,763,372 $

165,838
1,880,545
968,010
(2,375)
3,012,018
24,453,564

OLD NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME

(dollars and shares in thousands, except per share data)
Interest Income
Loans including fees:

Taxable
Nontaxable

Investment securities:

Taxable
Nontaxable

Money market and other interest-earning investments

Total interest income

Interest Expense
Deposits
Federal funds purchased and interbank borrowings
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowings

Total interest expense
Net interest income
Provision for credit losses

Net interest income after provision for credit losses

Noninterest Income
Wealth management fees
Service charges on deposit accounts
Debit card and ATM fees
Mortgage banking revenue
Investment product fees
Capital markets income
Company-owned life insurance
Debt securities gains (losses), net
Gain on sale of health savings accounts
Other income

Total noninterest income

Noninterest Expense
Salaries and employee benefits
Occupancy
Equipment
Marketing
Data processing
Communication
Professional fees
FDIC assessment
Amortization of intangibles
Amortization of tax credit investments
Property optimization
Other expense

Total noninterest expense
Income before income taxes

Income tax expense
Net income
Preferred dividends

Years Ended December 31,
2021

2020

2022

1,177,816 $
25,931

490,042 $
12,392

515,980
13,908

204,004
43,637
2,814
1,454,202

49,093
5,021
843
51,524
19,785
126,266
1,327,936
144,799
1,183,137

69,102
72,501
40,227
23,015
31,749
25,986
14,564
(88)
90,673
32,050
399,779

575,626
100,421
27,637
32,264
84,865
18,846
39,046
19,332
25,857
10,961
26,818
76,510
1,038,183
544,733
116,446
428,287
(14,118)
414,169 $
1.51 $
1.50
275,179
276,688

0.56 $

98,031
37,595
589
638,649

10,954
—
397
21,075
9,823
42,249
596,400
(29,622)
626,022

40,409
31,658
23,766
42,558
24,639
21,997
10,589
4,327
—
14,276
214,219

284,098
54,834
16,704
12,684
47,047
10,073
20,077
6,059
11,336
6,770
—
31,697
501,379
338,862
61,324
277,538
—
277,538 $
1.68 $
1.67
165,178
165,929

0.56 $

98,953
33,899
568
663,308

28,169
1,296
854
27,274
9,621
67,214
596,094
42,879
553,215

36,806
32,557
22,702
62,775
21,614
22,480
12,031
10,767
—
17,542
239,274

293,590
55,316
16,690
10,874
41,086
9,731
15,755
6,722
14,091
18,788
27,050
27,240
536,933
255,556
29,147
226,409
—
226,409
1.37
1.36
165,509
166,177
0.56

Net income applicable to common shareholders

Net income per common share - basic
Net income per common share - diluted
Weighted average number of common shares outstanding - basic
Weighted average number of common shares outstanding - diluted
Dividends per common share

$
$

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)
Net income

Other comprehensive income (loss):

Change in debt securities available-for-sale:

Unrealized holding gains (losses) for the period
Reclassification for securities transferred to held-to-maturity
Reclassification adjustment for securities (gains) losses realized
in income
Income tax effect
Unrealized gains (losses) on available-for-sale debt securities

Change in securities held-to-maturity:

Adjustment for securities transferred from available-for-sale
Amortization of unrealized losses on securities transferred
from available-for-sale
Income tax effect
Changes from securities held-to-maturity

Change in cash flow hedges:

Net unrealized derivative gains (losses) on cash flow hedges
Reclassification adjustment for (gains) losses realized in net income
Income tax effect
Changes from cash flow hedges

Change in defined benefit pension plans:

Amortization of net (gains) losses recognized in income
Income tax effect
Changes from defined benefit pension plans
Other comprehensive income (loss), net of tax
Comprehensive income (loss)

Years Ended December 31,
2021

2020

2022

428,287 $

277,538 $

226,409

(1,004,054)
165,473

88
199,097
(639,396)

(187,955)
—

(4,327)
43,997
(148,285)

125,214
—

(10,767)
(25,243)
89,204

(165,473)

16,612
36,197
(112,664)

(45,132)
2,587
10,453
(32,092)

—

—
—
—

—

—
—
—

1,898
(4,605)
666
(2,041)

8,261
(5,153)
(764)
2,344

139
(34)
105
(784,047)
(355,760) $

239
(59)
180
(150,146)
127,392 $

21
(5)
16
91,564
317,973

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands, except per
share data)

Preferred
Stock

Common
Stock

Capital
Surplus

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareholders'
Equity

Balance, December 31, 2019

— $

169,616 $ 1,944,445 $

682,185 $

56,207 $

2,852,453

—

(150,146)

Cumulative effect of change in
accounting principles

Balance, January 1, 2020

Net income

Other comprehensive income (loss)

Dividends - common stock
($0.56 per share)

Common stock issued

Common stock repurchased

Share-based compensation expense

Stock activity under incentive
compensation plans

Balance, December 31, 2020

Net income

Other comprehensive income (loss)

Dividends - common stock
($0.56 per share)

Common stock issued

Common stock repurchased

Share-based compensation expense

Stock activity under incentive
compensation plans

Balance, December 31, 2021

Net income

Other comprehensive income (loss)

First Midwest Bancorp, Inc. merger:

Issuance of common stock

Issuance of preferred stock, net of
issuance costs

Cash dividends:

Common ($0.56 per share)

Preferred dividends

Common stock issued

Common stock repurchased

Share-based compensation expense

Stock activity under incentive
compensation plans

—

230,500

—

169,616

1,944,445

—

534

(5,115)

(77,243)

—

823

7,707

183

165,367

1,875,626

—

(208)

—

644

—

548

(3,523)

7,497

397

165,838

1,880,545

—

129,365

2,316,947

—

13,219

—

757

(3,960)

—

(67,222)

28,656

(31,150)

651,035

226,409

—

(92,946)

—

(606)

783,892

277,538

(92,829)

—

(591)

968,010

428,287

—

(163,505)

(14,118)

—

(31,150)

56,207

2,821,303

—

91,564

—

226,409

91,564

(92,946)

577

(82,358)

7,707

400

147,771

2,972,656

—

277,538

(150,146)

(92,829)

583

(3,731)

7,497

450

(2,375)

3,012,018

—

(784,047)

428,287

(784,047)

—

2,446,312

243,719

—

(163,505)

(14,118)

809

(71,182)

28,656

1,646

1,608

1,363

(1,325)

Balance, December 31, 2022

230,500 $

292,903 $ 4,174,265 $ 1,217,349 $

(786,422) $

5,128,595

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to cash provided by operating activities:

Depreciation
Amortization of other intangible assets
Amortization of tax credit investments
Net premium amortization on investment securities
Accretion income related to acquired loans
Share-based compensation expense
Provision for credit losses
Debt securities (gains) losses, net
Gain on sale of health savings accounts business
Net (gains) losses on sales of loans and other assets
Increase in cash surrender value of company-owned life insurance
Residential real estate loans originated for sale
Proceeds from sales of residential real estate loans
(Increase) decrease in interest receivable
(Increase) decrease in other assets
Increase (decrease) in accrued expenses and other liabilities

Net cash flows provided by (used in) operating activities

Cash Flows From Investing Activities
Cash received (paid) from merger, net
Sale of health savings accounts
Purchases of investment securities available-for-sale
Purchases of investment securities held-to-maturity
Purchases of Federal Home Loan Bank/Federal Reserve Bank stock
Purchases of equity securities

Proceeds from maturities, prepayments, and calls of investment securities
available-for-sale
Proceeds from sales of investment securities available-for-sale
Proceeds from maturities, prepayments, and calls of investment securities held-to-maturity
Proceeds from sales of Federal Home Loan Bank/Federal Reserve Bank stock
Proceeds from sales of equity securities
Loan originations and payments, net
Proceeds from company-owned life insurance death benefits
Proceeds from sale of premises and equipment and other assets
Purchases of premises and equipment and other assets

Years Ended December 31,

2022

2021

2020

428,287 $

277,538 $

226,409

36,436
25,857
10,961
18,684
(72,007)
28,656
144,799
88
(90,673)
13,114
(14,564)
(570,111)
620,958
(52,911)
(40,518)
327,369

814,425

1,912,629
(290,857)
(1,438,572)
(170,675)
(147,394)
(6,348)

1,284,814
20,032
83,962
108,698
53,029
(3,071,765)
10,361
4,480
(37,901)

27,276
11,336
6,770
16,305
(16,747)
7,497
(29,622)
(4,327)
—
(36,677)
(10,589)
(1,215,015)
1,274,812
1,198
2,641
17,984

28,911
14,091
18,788
18,798
(23,331)
7,707
42,879
(10,767)
—
(23,787)
(12,031)
(1,432,488)
1,455,067
(183)
(105,969)
15,726

330,380

219,820

—
—
(3,321,653)
—
—
(11,000)

1,511,510
198,886
—
58
544
206,145
3,375
29,244
(48,692)

—
—
(2,803,406)
—
(10,025)
—

1,990,383
299,885
—
4,691
39,296
(1,644,119)
4,888
7,826
(30,871)

Net cash flows provided by (used in) investing activities

(1,685,507)

(1,431,583)

(2,141,452)

Cash Flows From Financing Activities
Net increase (decrease) in:

Deposits
Federal funds purchased and interbank borrowings
Securities sold under agreements to repurchase
Other borrowings

Payments for maturities of Federal Home Loan Bank advances
Payments for modification of Federal Home Loan Bank advances
Proceeds from Federal Home Loan Bank advances
Cash dividends paid
Common stock repurchased
Common stock issued

Net cash flows provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

(435,717)
581,213
(94,665)
177,146
(2,102,506)
—
2,900,000
(177,623)
(71,182)
809

777,475
(93,607)
822,019

1,531,742
(890)
(38,891)
36,187
(146,505)
(2,156)
50,000
(92,829)
(3,731)
583

1,333,510
232,307
589,712

2,484,056
(349,248)
103,384
4,171
(751,505)
(31,124)
950,000
(92,946)
(82,358)
577

2,235,007
313,375
276,337

728,412 $

822,019 $

589,712

The accompanying notes to consolidated financial statements are an integral part of these statements.

OLD NATIONAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF OPERATIONS

Old National Bancorp, a financial holding company headquartered in Evansville, Indiana with commercial and
consumer banking operations headquartered in Chicago, Illinois. Its principal subsidiary is Old National
Bank. Through its bank and non-bank affiliates, Old National Bancorp provides to its clients a wide range of
services throughout the Midwest region, including commercial and consumer loan and depository services, private
banking, brokerage, trust, investment advisory, and other traditional banking services.

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Old National Bancorp and its wholly-
owned subsidiaries (hereinafter collectively referred to as “Old National”) and have been prepared in conformity
with accounting principles generally accepted in the United States of America and prevailing practices within the
banking industry. Such principles require management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and the disclosures of contingent assets and liabilities at the date of the financial
statements and amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

All significant intercompany transactions and balances have been eliminated. Certain prior year amounts have been
reclassified to conform to the current presentation. Such reclassifications had no effect on prior year net income or
shareholders’ equity and were insignificant amounts.

Equity Securities

Equity securities consist of mutual funds for Community Reinvestment Act qualified investments and diversified
investment securities held in a grantor trust for participants in the Company’s nonqualified deferred compensation
plan. Equity securities are recorded at fair value with changes in fair value recognized in other income.

Investment Securities

Old National classifies debt investment securities as available-for-sale or held-to-maturity on the date of
purchase. Debt securities classified as available-for-sale are recorded at fair value with the unrealized gains and
losses recorded in other comprehensive income (loss), net of tax. Realized gains and losses affect income and the
prior fair value adjustments are reclassified within shareholders’ equity. Debt securities classified as held-to-
maturity, which management has the intent and ability to hold to maturity, are reported at amortized cost. Interest
income includes amortization of purchase premiums or discounts. Premiums and discounts are amortized on the
level-yield method. Anticipated prepayments are considered when amortizing premiums and discounts on
mortgage-backed securities. Gains and losses on the sale of available-for-sale debt securities are determined using
the specific-identification method.

Available-for-sale securities in unrealized loss positions are evaluated at least quarterly to determine if a decline in
fair value should be recorded through income or other comprehensive income (loss). For available-for sale
securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we
will be required to sell the security, before recovery of its amortized cost basis. If either of the criteria regarding
intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income.
For available-for-sale securities that do not meet the criteria, we evaluate whether the decline in fair value has
resulted from credit losses or other factors. In making this assessment, management considers the extent to which
fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse
conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a
credit loss exists, we compare the present value of cash flows expected to be collected from the security with the
amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the
amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the
amount that the fair value of the security is less than its amortized cost basis. Any decline in fair value that has not
been recorded through an allowance for credit losses is recognized in other comprehensive income (loss), net of

applicable taxes. Accrued interest receivable on the securities portfolio is excluded from the estimate of credit
losses.

Federal Home Loan Bank/Federal Reserve Bank Stock

Old National is a member of the FHLB system and its regional Federal Reserve Bank. Members are required to own
a certain amount of stock based on the level of borrowings and other factors. FHLB and Federal Reserve Bank stock
are carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate
recovery of par value. Both cash and stock dividends are reported as income.

Loans Held for Sale

Loans that Old National has originated with an intent to sell are classified as loans held for sale and are recorded at
fair value, determined individually, as of the balance sheet date. The loan’s fair value includes the servicing value of
the loans as well as any accrued interest. Conventional mortgage production is sold with servicing rights
retained. Certain loans, such as government guaranteed mortgage loans are sold on servicing released basis.

Loans

Loans that Old National intends to hold are classified as held for investment. Loans held for investment are carried
at the principal balance outstanding, net of earned interest, purchase premiums or discounts, deferred loan fees and
costs, and an allowance for credit losses. Interest income is accrued on the principal balances of loans
outstanding. For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes
90 days past due unless it is well secured and in the process of collection, or earlier when concern exists as to the
ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash
interest received on these loans is applied to the principal balance until the principal is recovered or until the loan
returns to accrual status. Loans may be returned to accrual status when all the principal and interest amounts
contractually due are brought current, remain current for a prescribed period, and future payments are reasonably
assured.

Old National has purchased loans, some of which have experienced more than insignificant credit deterioration since
origination. Evidence of credit deterioration was evaluated using various indicators, such as past due and nonaccrual
status, as well as asset quality rating. PCD loans are recorded at the amount paid. An allowance for credit losses is
determined using the same methodology as other loans held for investment. The initial allowance for credit losses
determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and initial
allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized
cost basis and the par value of the loan is a noncredit discount or premium, which is accreted or amortized into
interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through
provision for credit losses.

Allowance for Credit Losses on Loans

Credit quality within the loans held for investment portfolio is continuously monitored by management and is
reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected
losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored
by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our
process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet
credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The
allowance for credit losses on loans held for investment is adjusted by a credit loss expense, which is reported in
provision for credit losses, and reduced by the charge-off of loan amounts, net of recoveries within the provision for
credit losses. Old National has made a policy election to report accrued interest receivable as a separate line item on
the balance sheet.

The allowance for credit loss estimation process involves procedures to consider the unique characteristics of our
loan portfolio segments. These segments are further disaggregated into loan classes based on the level at which
credit risk is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated
using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk
characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining
the appropriateness of the allowance is complex and requires judgment by management about the effect of matters
that are inherently uncertain. Evaluations of the overall loan portfolio in future periods, in light of the factors and

forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future
periods.

The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical
loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of
economic conditions. The methodology for estimating the amount of expected credit losses reported in the
allowance for credit losses has two basic components: first, an asset-specific component involving individual loans
that do not share risk characteristics with other loans and the measurement of expected credit losses for such
individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share
similar risk characteristics.

We utilize a discounted cashflow approach to determine the allowance for credit losses for performing loans and
nonperforming loans. Expected cashflows are created for each loan and discounted using the effective yield method.
The discounted sum of expected cashflows is then compared to the amortized cost and any shortfall is recorded as an
allowance. Expected cashflows are created using a combination of contractual payment schedules, calculated PDs,
LGD, and prepayment assumptions as well as qualitative factors. For commercial and commercial real estate loans,
the PD is forecasted using a regression model to determine the likelihood of a loan moving into nonaccrual within
the time horizon. For residential and consumer loans, the PD is forecasted using a regression model to determine the
likelihood of a loan being charged-off within the time horizon. The regression models use combinations of variables
to assess systematic and unsystematic risk. Variables used for unsystematic risk are borrower specific and help to
gauge the risk of default from an individual borrower. Variables for systematic risk, risk inherent to all borrowers,
come from the use of forward-looking economic forecasts and include variables such as unemployment rate, gross
domestic product, and house price index. The LGD is defined as credit loss incurred when an obligor of the bank
defaults. Qualitative factors include items such as changes in lending policies or procedures and economic
uncertainty in forward-looking forecasts.

Further information regarding Old National’s policies and methodology used to estimate the allowance for credit
losses on loans is presented in Note 4 to the consolidated financial statements.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Land is stated at cost. Depreciation is
charged to operating expense over the useful lives of the assets, principally on the straight-line method. Useful lives
for premises and equipment are as follows: buildings and building improvements – 10 to 39 years; and furniture and
equipment – 3 to 7 years. Leasehold improvements are depreciated over the lesser of their useful lives or the term of
the lease. Maintenance and repairs are expensed as incurred while major additions and improvements are
capitalized. Interest costs on construction of qualifying assets are capitalized.

Premises and equipment are reviewed for impairment when events indicate their carrying amount may not be
recoverable from future undiscounted cash flows. If impaired, the assets are adjusted to fair value. Such
impairments are included in other expense.

Goodwill and Other Intangible Assets

Goodwill arises from business combinations and is determined as the excess of the cost of acquired entities over the
fair value of identifiable assets acquired less liabilities assumed as of the merger or acquisition date. Amortization
of goodwill and indefinite-lived assets is not recorded. However, the recoverability of goodwill and other intangible
assets are tested for impairment at least annually or more frequently if events and circumstances exist that indicate
that a goodwill impairment test should be performed. Other intangible assets, including core deposits and customer
business relationships, are amortized primarily on an accelerated basis over their estimated useful lives, generally
over a period of 5 to 15 years.

Company-Owned Life Insurance

Old National has purchased, as well as obtained through mergers and acquisitions, life insurance policies on certain
key executives. Old National records company-owned life insurance at the amount that can be realized under the
insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other
amounts due that are probable at settlement.

Loan Servicing Rights

When loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income
statement effect recorded in gain on sales of loans. Fair value is based on market prices for comparable servicing
contracts, when available, or alternatively, is based on a valuation model that calculates the present value of
estimated future net servicing income. All classes of servicing assets are subsequently measured using the
amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and
over the period of, the estimated future net servicing income of the underlying loans. Loan servicing rights are
included in other assets on the balance sheet.

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying
amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics,
such as interest rate, loan type, term, and investor type. Impairment is recognized through a valuation allowance for
an individual grouping, to the extent that fair value is less than the carrying amount. If Old National later determines
that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be
recorded as an increase to income. Changes in valuation allowances are reported with mortgage banking revenue on
the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes
in estimated and actual prepayment speeds and default rates and losses. Servicing fee income, which is reported on
the income statement as mortgage banking revenue, is recorded for fees earned for servicing loans. The fees are
based on a contractual percentage of the outstanding principal, or a fixed amount per loan and are recorded as
income when earned.

Derivative Financial Instruments

As part of Old National’s overall interest rate risk management, Old National uses derivative instruments, including
agreements that are commonly referred to as TBA (to be announced) forward agreements and interest rate swaps,
collars, caps, and floors. All derivative instruments are recognized on the balance sheet at their fair value. At the
inception of the derivative contract, Old National designates the derivative as (1) a hedge of the fair value of a
recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted
transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash
flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). For a fair value hedge,
the change in value of the derivative, as well as the offsetting change in value of the hedged item attributable to the
hedged risk, are recognized in current earnings during the period of the change in fair values. For a cash flow hedge,
the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified
into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair
value of derivatives that do not qualify for hedge accounting are reported currently in earnings, in noninterest
income.

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest
expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge
accounting are reported in noninterest income.

Old National formally documents all relationships between derivatives and hedged items, as well as the risk-
management objective and strategy for undertaking various hedge transactions. This documentation includes linking
fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments
or forecasted transactions. Old National also formally assesses, both at the hedge’s inception and on an ongoing
basis, whether the derivative instruments that are used in hedging transactions are highly effective in offsetting
changes in fair values or cash flows of the hedged items. Old National discontinues hedge accounting prospectively
when it is determined that (1) the derivative is no longer effective in offsetting changes in the fair value or cash
flows of the hedged item; (2) the derivative expires, is sold, or terminated; (3) the derivative instrument is de-
designated as a hedge because the forecasted transaction is no longer probable of occurring; (4) a hedged firm
commitment no longer meets the definition of a firm commitment; or (5) management otherwise determines that
designation of the derivative as a hedging instrument is no longer appropriate.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as
noninterest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for
changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or
liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transaction is still
expected to occur, changes in value that were accumulated in other comprehensive income (loss) are amortized or
accreted into earnings over the same periods which the hedged transactions will affect earnings.

Old National enters into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with
the fluctuation of interest rates. Changes in fair value are recorded as mortgage banking revenue. Old National also
enters into various stand-alone derivative contracts to provide derivative products to clients, which are carried at fair
value with changes in fair value recorded as other noninterest income.

Old National is exposed to losses if a counterparty fails to make its payments under a contract in which Old National
is in the net receiving position. Old National anticipates that the counterparties will be able to fully satisfy their
obligations under the agreements. In addition, Old National obtains collateral above certain thresholds of the fair
value of its hedges for each counterparty based upon their credit standing. All of the contracts to which Old
National is a party settle monthly, quarterly, or semiannually. Further, Old National has netting agreements with the
dealers with which it does business.

Credit-Related Financial Instruments

In the ordinary course of business, Old National’s bank subsidiary has entered into credit-related financial
instruments consisting of commitments to extend credit, commercial letters of credit, and standby letters of
credit. The notional amount of these commitments is not reflected in the consolidated financial statements until they
are funded. Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the
risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to
determine the allowance for credit losses on loans, modified to take into account the probability of a drawdown on
the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account
on the balance sheet and is adjusted as a provision for unfunded loan commitments included in the provision for
credit losses.

Repossessed Collateral

Other real estate owned and repossessed personal property are initially recorded at the fair value of the property less
estimated cost to sell and are included in other assets on the balance sheet. Physical possession of residential real
estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of
foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a
deed in lieu of foreclosure or through a similar legal agreement. Any excess recorded investment over the fair value
of the property received is charged to the allowance for credit losses. Any subsequent write-downs are recorded in
noninterest expense, as are the costs of operating the properties. Gains or losses resulting from the sale of collateral
are recognized in noninterest expense at the date of sale.

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

We purchase certain securities, generally U.S. government-sponsored entity and agency securities, under agreements
to resell. The amounts advanced under these agreements represent short-term secured loans and are reflected as
assets in the accompanying consolidated balance sheets. We also sell certain securities under agreements to
repurchase. These agreements are treated as collateralized financing transactions. These secured borrowings are
reflected as liabilities in the accompanying consolidated balance sheets and are recorded at the amount of cash
received in connection with the transaction. Short-term securities sold under agreements to repurchase generally
mature within one to four days from the transaction date. Securities, generally U.S. government and federal agency
securities, pledged as collateral under these financing arrangements can be repledged by the secured
party. Additional collateral may be required based on the fair value of the underlying securities.

Share-Based Compensation

Compensation cost is recognized for stock options, stock appreciation rights, and restricted stock awards and units
issued to employees based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized
to estimate the fair value of stock options and appreciation rights, while the market price of our Common Stock at
the date of grant is used for restricted stock awards. The market price of our Common Stock at the date of grant less
the present value of dividends expected to be paid during the performance period is used for restricted stock units
where the performance measure is based on an internal performance measure. A third-party provider is used to value
certain restricted stock units where the performance measure is based on total shareholder return. Compensation
expense is recognized over the required service period. Forfeitures are recognized as they occur.

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax
assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary
differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A
valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

We recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount
of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the
“more likely than not” test, no tax benefit is recorded.

We recognize interest and/or penalties related to income tax matters in income tax expense.

Old National is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in
approved qualified affordable housing, renewable energy, or other renovation or community revitalization projects.
These investments are included in other assets on the balance sheet, with any unfunded commitments included with
other liabilities. Certain of these assets qualify for the proportional amortization method and are amortized over the
period that Old National expects to receive the tax credits, with the expense included within income tax expense on
the consolidated statements of income. The other investments are accounted for under the equity method, with the
expense included within noninterest expense on the consolidated statements of income. All of our tax credit
investments are evaluated for impairment at the end of each reporting period.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as
liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. See
Note 20 to the consolidated financial statements for further disclosure.

Cash Equivalents and Cash Flows

For the purpose of presentation in the accompanying consolidated statement of cash flows, cash and cash
equivalents are defined as cash, due from banks, federal funds sold and resell agreements, and money market
investments, which have maturities less than 90 days. Cash flows from loans, either originated or acquired, are
classified at that time according to management’s intent to either sell or hold the loan for the foreseeable future.
When management’s intent is to sell the loan, the cash flows of that loan are presented as operating cash flows.
When management’s intent is to hold the loan for the foreseeable future, the cash flows of that loan are presented as
investing cash flows.

The following table summarizes supplemental cash flow information:

(dollars in thousands)
Cash payments:

Interest
Income taxes, net of refunds

Years Ended December 31,
2021

2020

2022

$ 118,165 $
66,109

42,196 $
31,875

70,043
24,436

Noncash Investing and Financing Activities:

Securities transferred from available-for-sale to held-to-maturity
Transfer of premises and equipment to assets held for sale
Operating lease right-of-use assets obtained in exchange for lease obligations
Finance lease right-of-use assets obtained in exchange for lease obligations

2,986,736
7,905
28,265
(966)

—
9,539
776
7,477

—
16,661
(116)
5,225

There were 129.4 million shares of Common Stock issued in conjunction with the merger with First Midwest in
February of 2022 totaling $2.4 billion in shareholders’ equity. In addition, Old National issued 108,000 shares of
Old National Series A Preferred Stock and 122,500 shares of Old National Series C Preferred Stock totaling
$243.7 million in shareholders’ equity.

Business Combinations

Old National accounts for business combinations using the acquisition method of accounting. The accounts of an
acquired entity are included as of the date of merger or acquisition, and any excess of purchase price over the fair
value of the net assets acquired is capitalized as goodwill. Alternatively, a gain is recorded if the fair value of the
net assets acquired exceeds the purchase price. Old National typically issues Common Stock and/or pays cash for a
merger or acquisition, depending on the terms of the agreement. The value of Common Stock issued is determined
based on the market price of the stock as of the closing of the merger or acquisition. Merger and acquisition costs
are expensed when incurred.

Revenue From Contracts With Customers

Old National’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest
income. A description of the Company’s significant revenue streams accounted for under ASC 606 follows:

Wealth management fees: Old National earns wealth management fees based upon asset custody and investment
management services provided to individual and institutional customers. Most of these customers receive monthly
or quarterly billings for services rendered based upon the market value of assets in custody. Fees that are transaction
based are recognized at the point in time that the transaction is executed.

Service charges on deposit accounts: Old National earns fees from deposit customers for transaction-based, account
maintenance, and overdraft services. Transaction-based fees and overdraft fees are recognized at a point in time,
since the customer generally has a right to cancel the depository arrangement at any time. The arrangement is
considered a day-to-day contract with ongoing renewals and optional purchases, so the duration of the contract does
not extend beyond the services already performed. Account maintenance fees, which relate primarily to monthly
maintenance, are earned over the course of a month, representing the period over which Old National satisfies its
performance obligation.

Debit card and ATM fees: Debit card and ATM fees include ATM usage fees and debit card interchange
income. As with the transaction-based fees on deposit accounts, the ATM fees are recognized at the point in time
that Old National fulfills the customer’s request. Old National earns interchange fees from cardholder transactions
processed through card association networks. Interchange rates are generally set by the card associations based
upon purchase volumes and other factors. Interchange fees represent a percentage of the underlying transaction
value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Investment product fees: Investment product fees are the commissions and fees received from a registered broker/
dealer and investment adviser that provide those services to Old National customers. Old National acts as an agent
in arranging the relationship between the customer and the third-party service provider. These fees are recognized
monthly from the third-party broker based upon services already performed, net of the processing fees charged to
Old National by the broker.

Impact of Accounting Changes

Accounting Guidance Adopted in 2022

FASB ASC 470 and 815 – In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for
certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the
number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash
conversion model and the beneficial conversion feature model. In addition, this ASU improves disclosure
requirements for convertible instruments and earnings-per-share guidance. The amendments in this update are
effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The
adoption of this guidance on January 1, 2022 did not have a material impact on the consolidated financial
statements.

FASB ASC 842 – In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842): Lessors—Certain Leases with
Variable Lease Payments, to amend the lease classification requirements for lessors to align them with practice
under ASC Topic 840. The amendments in this update are effective for fiscal years beginning after December 15,

2021, and interim periods within those fiscal years. The adoption of this guidance on January 1, 2022 did not have a
material impact on the consolidated financial statements.

FASB ASC 848 – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation
of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary, optional guidance to
ease the potential burden in accounting for, or recognizing the effects of, the transition away from the LIBOR or
other interbank offered rate on financial reporting. The guidance is applicable only to contracts or hedge accounting
relationships that reference LIBOR or another reference rate expected to be discontinued.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date
of Topic 848, which defers the sunset date of relief provisions within Topic 848 from December 31, 2022 to
December 31, 2024. The objective of the guidance in Topic 848 is to provide relief during the transition period.

The amendments in this ASU are effective March 12, 2020 through December 31, 2024. Old National believes the
adoption of this guidance on activities subsequent to December 31, 2022 will not have a material impact on the
consolidated financial statements.

Accounting Guidance Pending Adoption

FASB ASC 805 – In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
Accounting for Contract Assets and Contract Liabilities From Contracts With Customers, to address diversity in
practice and inconsistency related to the accounting for revenue contracts with customers acquired in a business
combination. The amendments require that the acquirer recognize and measure contract assets and contract liabilities
acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should
account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU
also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and
liabilities. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and
interim periods within those fiscal years. Entities should apply the amendments prospectively to business
combinations that occur after the effective date. Early adoption is permitted, including in any interim period. The
new guidance is not expected to have a material impact on the consolidated financial statements.

FASB ASC 815 – In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair
Value Hedging—Portfolio Layer Method, to expand the current single-layer method of electing hedge accounting to
allow multiple hedged layers of a single closed portfolio under the method and renames the last-of-layer method the
portfolio layer method. The amendments in this update are effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years. Early adoption is permitted for any entity that has adopted the
amendments in ASU No. 2017-12 for the corresponding period. If an entity adopts the amendments in an interim
period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of
the fiscal year of adoption (i.e., the initial application date). Old National is currently evaluating the impact of
adopting the new guidance on the consolidated financial statements.

FASB ASC 326 – In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic
326): Troubled Debt Restructurings and Vintage Disclosures, to eliminate the TDR recognition and measurement
guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications)
whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance
existing disclosure requirements and introduce new requirements related to certain modifications of receivables
made to borrowers experiencing financial difficulty. The amendments require that an entity disclose current-period
gross charge-offs by year of origination for financing receivables and net investment in leases within the vintage
disclosures required by ASC 326. The amendments in this update are effective for fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years. These amendments should be applied
prospectively, except for the transition method related to the recognition and measurement of TDRs, which an entity
has the option to apply a modified retrospective transition method resulting in a cumulative-effect adjustment to
retained earnings in the period of adoption. Early adoption is permitted if an entity has adopted ASU No. 2016-13,
including adoption in an interim period. If an entity elects to early adopt ASU No. 2022-02 in an interim period, the
guidance should be applied as of the beginning of the fiscal year that includes the interim period. An entity may
elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the
amendments related to vintage disclosures. Old National is currently evaluating the impact of adopting the new
guidance on the consolidated financial statements.

FASB ASC 820 – In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value
Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on
the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not
considered in measuring fair value. The amendments in this update are effective for fiscal years beginning after
December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. Old National is
currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

NOTE 2 – MERGER, ACQUISITION, AND DIVESTITURE ACTIVITY

Merger

First Midwest Bancorp, Inc.

Pursuant to the terms of the merger agreement, each First Midwest common stockholder received 1.1336 shares of
Old National common stock for each share of First Midwest common stock such stockholder owned, plus, if
applicable, cash in lieu of fractional shares of Old National common stock resulting from the exchange ratio. Each
outstanding share of 7.000% fixed-rate non-cumulative perpetual preferred stock, Series A, no par value, and each
outstanding share of 7.000% fixed-rate non-cumulative perpetual preferred stock, Series C, no par value, of First
Midwest was converted into the right to receive one share of an applicable newly created series of Old National
preferred stock, no par value “Old National Series A Preferred Stock” and “Old National Series C Preferred Stock,”
and collectively, the “Old National Preferred Stock”. In this regard, Old National issued 108,000 shares of Old
National Series A Preferred Stock and 122,500 shares of Old National Series C Preferred Stock. Old National
entered into two deposit agreements, each dated as of February 15, 2022, by and among Old National, Continental
Stock Transfer & Trust Company, as depository, and the holders from time to time of the depositary receipts in
connection with the issuance of the Old National Preferred Stock. Pursuant to the deposit agreements, Old National
issued 4,320,000 depositary shares, each representing a 1/40th interest in a share of Old National Series A Preferred
Stock, and 4,900,000 depositary shares, each representing a 1/40th interest in a share of Old National Series C
Preferred Stock.

The assets acquired and liabilities assumed, both intangible and tangible, in the merger were recorded at their
estimated fair values as of the merger date and have been accounted for under the acquisition method of accounting.
Subsequent to the initial valuation, Old National increased goodwill by $1.6 million to update the provisional
valuation of the fair values of assets acquired and liabilities assumed. These adjustments affected goodwill, loans,
premises and equipment, operating lease right-of-use assets, other assets, and accrued expenses and other liabilities.
As of December 31, 2022, Old National finalized its valuation of all assets acquired and liabilities assumed. The
following table presents a summary of the assets acquired and liabilities assumed, net of the fair value adjustments
and the fair value of consideration as of the merger date:

(dollars and shares in thousands)
Assets
Cash and cash equivalents
Investment securities
FHLB/Federal Reserve Bank stock
Loans held for sale
Loans, net of allowance for credit losses
Premises and equipment
Operating lease right-of-use assets
Accrued interest receivable
Goodwill
Other intangible assets
Company-owned life insurance
Other assets

Total assets

Liabilities
Deposits
Securities sold under agreements to repurchase
Federal Home Loan Bank advances
Other borrowings
Accrued expenses and other liabilities

Total liabilities

Fair value of consideration
Preferred stock
Common stock (129,365 shares issued at $18.92 per share)

Total consideration

February 15,
2022

1,912,629
3,526,278
106,097
13,809
14,298,873
111,867
129,698
53,502
961,722
117,584
301,025
317,258
21,850,342

17,249,404
135,194
1,158,623
274,569
342,369
19,160,159

243,870
2,446,312
2,690,182

Goodwill related to this merger will not be deductible for tax purposes.

Other intangible assets acquired included core deposit intangibles and customer trust relationships. The estimated
fair value of the core deposit intangible was $77.9 million and is being amortized over an estimated useful life of 10
years. The estimated fair value of customer trust relationships was $39.7 million and is being amortized over an
estimated useful life of 13 years.

The fair value of purchased financial assets with credit deterioration was $1.4 billion on the date of the merger. The
gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was
$1.5 billion. Old National estimates, on the date of the merger, that $89.1 million of the contractual cash flows
specific to the purchased financial assets with credit deterioration will not be collected.

Transaction costs totaling $120.9 million associated with the merger have been expensed in 2022 and additional
transaction and integration costs will be expensed in future periods as incurred.

As a result of the merger, Old National assumed sponsorship of First Midwest’s defined benefit pension plan (the
“Pension Plan”) under which both plan participation and benefit accruals had been previously frozen. The Pension
Plan was terminated in November 2022, which included the settlement of benefit obligations associated with the
Pension Plan. At December 31, 2022, the fair value of Pension Plan assets was $16.6 million. Pension costs were
not material in 2022.

Summary of Unaudited Pro-Forma Financial Information

The following table presents supplemental unaudited pro-forma financial information as if the First Midwest merger
had occurred on January 1, 2021. The pro-forma financial information is not necessarily indicative of the results of
operations that would have occurred had the transaction been effective as of this assumed date.

(dollars in thousands)
Total revenues (1)
Income before income taxes

(1) Includes net interest income and total noninterest income.

Years Ended December 31,

2022
1,812,333
749,009

2021
1,564,287
382,102

Supplemental pro-forma earnings for the year ended December 31, 2022 were adjusted to exclude $120.9 million of
merger-related costs, $11.0 million of provision for credit losses on unfunded loan commitments, and $96.3 million
of provision for credit losses to establish an allowance for credit losses on non-PCD loans acquired in the
transaction. Supplemental pro-forma earnings for the year ended December 31, 2021 were adjusted to include these
costs.

Divestitures

During 2020, we consolidated 31 banking centers located throughout our footprint, reflecting an ongoing shift
among our clients toward digital banking solutions. Many of the facilities consolidated were in smaller markets,
several of which were added in recent years through acquisition and partnership activity. These actions resulted in
pre-tax charges of $27.1 million associated with valuation adjustments related to these locations and were recorded
in noninterest expense.

NOTE 3 – INVESTMENT SECURITIES

The following table summarizes the amortized cost and fair value of the available-for-sale and held-to-maturity
investment securities portfolios and the corresponding amounts of gross unrealized gains, unrealized losses, and
basis adjustments in AOCI and gross unrecognized gains and losses. The Company held no securities classified as
held-to-maturity as of December 31, 2021.

(dollars in thousands)

December 31, 2022

Available-for-Sale

U.S. Treasury

U.S. government-sponsored entities and agencies

Mortgage-backed securities - Agency

States and political subdivisions

Pooled trust preferred securities

Other securities

Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Basis
Adjustments (1)

Fair
Value

253,148 $

5 $

(5,189) $

(47,037) $

200,927

1,451,736

4,986,354

688,159

13,783

379,423

—

976

1,789

—

258

(169,248)

(617,428)

(26,096)

(2,972)

(26,541)

(107,408)

1,175,080

—

4,369,902

663,852

10,811

353,140

Total available-for-sale securities

7,772,603 $

3,028 $

(847,474) $

(154,445) $

6,773,712

Held-to-Maturity

U.S. government-sponsored entities and agencies

819,168 $

— $

(162,810) $

— $

Mortgage-backed securities - Agency

States and political subdivisions

Allowance for securities held-to-maturity

1,106,817

1,163,312

(150)

—

221

—

(123,854)

(159,022)

—

656,358

982,963

1,004,511

(150)

Total held-to-maturity securities

3,089,147 $

221 $

(445,686) $

— $

2,643,682

December 31, 2021

Available-for-Sale

U.S. Treasury

U.S. government-sponsored entities and agencies

Mortgage-backed securities - Agency

States and political subdivisions

Pooled trust preferred securities

Other securities

234,555 $

1,233 $

(7,751) $

7,547 $

235,584

1,575,994

3,737,484

1,587,172

13,756

235,072

7,354

27,421

69,696

—

6,578

(37,014)

(66,074)

(1,882)

(4,260)

(1,254)

(3,561)

1,542,773

—

3,698,831

1,654,986

9,496

240,396

Total available-for-sale securities

7,384,033 $

112,282 $

(118,235) $

3,986 $

7,382,066

(1) Basis adjustments represent the cumulative fair value adjustments included in the carrying amounts of fixed-rate investment

securities assets in fair value hedging arrangements.

During 2022, U.S government-sponsored entity and agency securities, agency mortgage-backed securities, and state
and political subdivision securities with a fair value of $3.0 billion were transferred from the available-for-sale
portfolio to the held-to-maturity portfolio. The $125.2 million unrealized holding loss, net of tax, at the date of
transfer will continue to be reported as a separate component of shareholders’ equity and is being amortized over the
remaining term of the securities as an adjustment to yield. The corresponding discount on these securities will offset
this adjustment to yield as it is amortized.

Proceeds from sales or calls of available-for-sale investment securities and the resulting realized gains and realized
losses were as follows:

(dollars in thousands)

Proceeds from sales of available-for-sale debt securities

Proceeds from calls of available-for-sale debt securities

Total

Realized gains on sales of available-for-sale debt securities

Realized gains on calls of available-for-sale debt securities

Realized losses on sales of available-for-sale debt securities

Realized losses on calls of available-for-sale debt securities

Years Ended December 31,

2022

2021

2020

20,032 $

198,886 $

299,885

70,808

158,818

465,179

90,840 $

357,704 $

765,064

344 $

4,188 $

11,172

187

(377)

(242)

317

(145)

(33)

121

(500)

(26)

Debt securities gains (losses), net

(88) $

4,327 $

10,767

Investment securities pledged to secure public and other funds had a carrying value of $6.1 billion at December 31,
2022 and $2.7 billion at December 31, 2021.

At December 31, 2022, Old National had a concentration of investment securities issued by Indiana and its political
subdivisions. The only aggregate market value of the Company’s investment securities greater than 10% of
shareholders’ equity were issued by Indiana and its political subdivisions totaling $628.6 million, which represented
12.3% of shareholders’ equity. Of the bonds issued by Indiana, 99.7% are rated “BBB+” or better, and the
remaining 0.3% generally represent pre-refunded positions.

Substantially all of the mortgage-backed securities in the investment portfolio are residential mortgage-backed
securities. The table below shows the amortized cost and fair value of the investment securities portfolio by
contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call
or prepay obligations with or without call or prepayment penalties. Weighted average yield is based on amortized
cost.

(dollars in thousands)

Maturity

Available-for-Sale

Within one year

One to five years

Five to ten years

Beyond ten years

Total

Held-to-Maturity

One to five years

Five to ten years

Beyond ten years

Total

At December 31, 2022

Amortized
Cost

Fair
Value

Weighted
Average
Yield

108,432 $

106,803

1,821,584

1,697,506

4,289,711

3,722,857

1,552,876

1,246,546

7,772,603 $

6,773,712

71,144 $

65,481

1,211,517

1,079,532

1,806,486

1,498,669

3,089,147 $

2,643,682

2.67 %

2.83 %

2.32 %

2.52 %

2.48 %

3.56 %

2.73 %

2.83 %

2.81 %

The following table summarizes the available-for-sale investment securities with unrealized losses for which an
allowance for credit losses has not been recorded by aggregated major security type and length of time in a
continuous unrealized loss position:

(dollars in thousands)
December 31, 2022
Available-for-Sale
U.S. Treasury
U.S. government-sponsored entities
and agencies
Mortgage-backed securities - Agency
States and political subdivisions
Pooled trust preferred securities
Other securities

Less than 12 months

12 months or longer

Total

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

Fair
Value

Unrealized
Losses

130,967 $

(3,264) $

66,992 $

(1,925) $

197,959 $

(5,189)

454,854
3,207,319
414,813
—
257,775

(75,795)
(358,507)
(25,555)
—
(17,045)

720,226
1,116,205
2,703
10,811
75,309

(93,453)
(258,921)
(541)
(2,972)
(9,496)

1,175,080
4,323,524
417,516
10,811
333,084

(169,248)
(617,428)
(26,096)
(2,972)
(26,541)

Total available-for-sale

$ 4,465,728 $

(480,166) $ 1,992,246 $

(367,308) $ 6,457,974 $

(847,474)

December 31, 2021
Available-for-Sale
U.S. Treasury
U.S. government-sponsored entities
and agencies
Mortgage-backed securities - Agency
States and political subdivisions
Pooled trust preferred securities
Other securities

91,063 $

(7,751) $

— $

91,063 $

(7,751)

1,032,566
2,415,923
178,570
—
56,976

(21,167)
(59,277)
(1,849)
—
(943)

312,949
163,685
2,729
9,496
21,133

(15,847)
(6,797)
(33)
(4,260)
(311)

1,345,515
2,579,608
181,299
9,496
78,109

(37,014)
(66,074)
(1,882)
(4,260)
(1,254)

Total available-for-sale

$ 3,775,098 $

(90,987) $

509,992 $

(27,248) $ 4,285,090 $

(118,235)

The following table summarizes the held-to-maturity investment securities with unrecognized losses aggregated by
major security type and length of time in a continuous loss position:

(dollars in thousands)
December 31, 2022
Held-to-Maturity
U.S. government-sponsored entities
and agencies
$
Mortgage-backed securities - Agency
States and political subdivisions

Total held-to-maturity

Less than 12 months

12 months or longer

Total

Fair
Value

Unrecognized
Losses

Fair
Value

Unrecognized
Losses

Fair
Value

Unrecognized
Losses

354,293 $
367,849
838,689
$ 1,560,831 $

(110,523) $ 302,066 $
(42,438)
(127,355)
(280,316) $ 1,052,753 $

615,114
135,573

(52,287) $ 656,359 $
(81,416)
(31,667)
(165,370) $ 2,613,584 $

982,963
974,262

(162,810)
(123,854)
(159,022)
(445,686)

The unrecognized losses on held-to-maturity investment securities presented in the table above do not include
unrecognized losses on securities that were transferred from available-for-sale to held-for-maturity totaling $148.9
million at December 31, 2022 that are included as a separate component of shareholders’ equity and are being
amortized over the remaining term of the securities.

No allowance for credit losses for available-for-sale debt securities was needed at December 31, 2022 or
December 31, 2021.

An allowance on held-to-maturity debt securities is maintained for certain municipal bonds to account for expected
lifetime credit losses. Substantially all of the U.S. government-sponsored entities and agencies and agency
mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by
major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not
record expected credit losses. The allowance for credit losses on held-to-maturity debt securities was $0.2 million at
December 31, 2022.

Accrued interest receivable on securities portfolio is excluded from the estimate of credit losses and totaled
$50.9 million at December 31, 2022 and $35.5 million at December 31, 2021.

At December 31, 2022, Old National’s securities portfolio consisted of 3,150 securities, 2,803 of which were in an
unrealized loss position. The unrealized losses attributable to our U.S. Treasury, U.S. government-sponsored
entities and agencies, agency mortgage-backed securities, states and political subdivisions, and other securities are
the result of fluctuations in interest rates and temporary market movements. Old National’s pooled trust preferred
securities are evaluated using collateral-specific assumptions to estimate the expected future interest and principal
cash flows. At December 31, 2022, we had no intent to sell any securities that were in an unrealized loss position
nor is it expected that we would be required to sell the securities prior to their anticipated recovery.

Old National’s pooled trust preferred securities have experienced credit defaults. However, we believe that the
value of the instruments lies in the full and timely interest payments that will be received through maturity, the
steady amortization that will be experienced until maturity, and the full return of principal by the final maturity of
the collateralized debt obligations. Old National did not recognize any losses on these securities for the years ended
December 31, 2022 or December 31, 2021.

Equity Securities

Old National’s equity securities with readily determinable fair values totaled $52.5 million at December 31, 2022
and $13.2 million at December 31, 2021. There were losses on equity securities of $4.9 million during 2022, gains
on equity securities of $0.2 million during 2021, and gains on equity securities of $1.4 million during 2020.

Alternative Investments

Old National has alternative investments without readily determinable fair values that are included in other assets
totaling $396.8 million at December 31, 2022, consisting of $240.1 million of illiquid investments of partnerships,
limited liability companies, and other ownership interests that support affordable housing and $156.8 million of
economic development and community revitalization initiatives in low-to-moderate income neighborhoods. These
alternative investments totaled $186.0 million at December 31, 2021. There were no impairments or adjustments on
equity securities without readily determinable fair values, except for amortization of tax credit investments during
2022 and 2021. There were impairments on these securities totaling $0.1 million in 2020.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans

Old National’s loans consist primarily of loans made to consumers and commercial clients in many diverse
industries, including real estate rental and leasing, manufacturing, healthcare, wholesale trade, construction, and
agriculture, among others. Most of Old National’s lending activity occurs within our principal geographic markets
in the Midwest region. Old National manages concentrations of credit exposure by industry, product, geography,
client relationship, and loan size.

The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments
used to determine the allowance for credit losses on loans. The allowance for credit losses was calculated by
pooling loans of similar credit risk characteristics and credit monitoring procedures. The four loan portfolios used to
monitor and analyze interest income and yields – commercial, commercial real estate, residential real estate, and
consumer – are reclassified into seven segments of loans – commercial, commercial real estate, BBCC, residential
real estate, indirect, direct, and home equity for purposes of determining the allowance for credit losses on loans.
The commercial and commercial real estate loan categories shown on the balance sheet include the same pool of
loans as the commercial, commercial real estate, and BBCC portfolio segments. The consumer loan category shown
on the balance sheet is comprised of the same loans in the indirect, direct, and home equity portfolio segments. The
portfolio segment reclassifications follow:

(dollars in thousands)
December 31, 2022
Commercial
Commercial real estate
BBCC
Residential real estate
Consumer
Indirect
Direct
Home equity

Total

December 31, 2021
Commercial
Commercial real estate
BBCC
Residential real estate
Consumer
Indirect
Direct
Home equity

Total

Statement
Balance

Portfolio
Segment
Reclassifications

After
Reclassifications

9,508,904 $
12,457,070

N/A

6,460,441
2,697,226

N/A
N/A
N/A
31,123,641 $

3,391,769 $
6,380,674

N/A

2,255,289
1,574,114

N/A
N/A
N/A
13,601,846 $

(210,280) $
(158,322)
368,602
—
(2,697,226)
1,034,257
629,186
1,033,783

— $

(191,557) $
(159,190)
350,747
—
(1,574,114)
873,139
140,385
560,590

— $

9,298,624
12,298,748
368,602
6,460,441
N/A
1,034,257
629,186
1,033,783
31,123,641

3,200,212
6,221,484
350,747
2,255,289
N/A
873,139
140,385
560,590
13,601,846

The composition of loans by portfolio segment follows:

(dollars in thousands)
Commercial (1) (2)
Commercial real estate
BBCC
Residential real estate
Indirect
Direct
Home equity
Total loans
Allowance for credit losses on loans

Net loans

December 31,

2022

2021

9,298,624 $
12,298,748
368,602
6,460,441
1,034,257
629,186
1,033,783
31,123,641
(303,671)

3,200,212
6,221,484
350,747
2,255,289
873,139
140,385
560,590
13,601,846
(107,341)

30,819,970 $

13,494,505

(1) Includes direct finance leases of $188.1 million at December 31, 2022 and $25.1 million at December 31, 2021.
(2) Includes remaining PPP loans of $32.5 million at December 31, 2022 and $169.0 million December 31, 2021.

The risk characteristics of each loan portfolio segment are as follows:

Commercial

Commercial loans are classified primarily on the identified cash flows of the borrower and secondarily on the
underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and
the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being
financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee;
however, some loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the
availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower
to collect amounts due from its clients.

Commercial Real Estate

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real
estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these
loans is generally dependent on the successful operation of the property securing the loan or the business conducted
on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real
estate markets or in the general economy. The properties securing Old National’s commercial real estate portfolio
are diverse in terms of type and geographic location. Management monitors and evaluates commercial real estate
loans based on collateral, geography, and risk grade criteria. In addition, management tracks the level of owner-
occupied commercial real estate loans versus non-owner occupied loans.

Included with commercial real estate are construction loans, which are underwritten utilizing independent appraisal
reviews, sensitivity analysis of absorption and lease rates, financial analysis of the developers and property owners,
and feasibility studies, if available. Construction loans are generally based on estimates of costs and value
associated with the complete project. These estimates may be inaccurate. Construction loans often involve the
disbursement of substantial funds with repayment substantially dependent on the success of the ultimate
project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-
term lenders (including Old National), sales of developed property, or an interim loan commitment from Old
National until permanent financing is obtained. These loans are closely monitored by on-site inspections and are
considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest
rate changes, governmental regulation of real property, general economic conditions, and the availability of long-
term financing.

At 227%, Old National Bank’s commercial real estate loans as a percentage of its risk-based capital remained well
below the regulatory guideline limit of 300% at December 31, 2022.

BBCC

BBCC loans are typically granted to small businesses with gross revenues of less than $5 million and aggregate debt
of less than $1 million. Old National has established minimum debt service coverage ratios, minimum FICO scores
for owners and guarantors, and the ability to show relatively stable earnings as criteria to help mitigate risk.
Repayment of these loans depends on the personal income of the borrowers and the cash flows of the business.
These factors can be affected by factors such as changes in economic conditions and unemployment levels.

Residential

With respect to residential loans that are secured by 1 - 4 family residences and are generally owner occupied, Old
National typically establishes a maximum loan-to-value ratio and generally requires private mortgage insurance if
that ratio is exceeded. Repayment of these loans is primarily dependent on the personal income of the borrowers,
which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can
also be impacted by changes in residential property values. Portfolio risk is mitigated by the fact that the loans are
of smaller individual amounts and spread over a large number of borrowers.

Indirect

Indirect loans are secured by automobile collateral, generally new and used cars and trucks from auto dealers that
operate within our footprint. Old National typically mitigates the risk of indirect loans by establishing minimum
FICO scores, maximum loan-to-value ratios, and maximum debt-to-income ratios. Repayment of these loans
depends largely on the personal income of the borrowers, which can be affected by changes in economic conditions

such as unemployment levels. Portfolio risk is mitigated by the fact that the loans are of smaller amounts spread
over many borrowers, conservative credit policies, and ongoing reviews of dealer relationships.

Direct

Direct loans are typically secured by collateral such as auto or real estate or are unsecured. Old National has
established conservative underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and
maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the
borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is
mitigated by the fact that the loans are of smaller amounts spread over many borrowers along with conservative
credit policies.

Home Equity

Home equity loans are generally secured by 1 - 4 family residences that are owner occupied. Old National has
established conservative underwriting standards such as minimum FICO scores, maximum loan-to-value ratios, and
maximum debt-to-income ratios. Repayment of these loans depends largely on the personal income of the
borrowers, which can be affected by changes in economic conditions such as unemployment levels. Portfolio risk is
mitigated by the fact that the loans are of smaller amounts spread over many borrowers, along with conservative
credit policies as well as monitoring of updated borrower credit scores.

Related Party Loans

In the ordinary course of business, Old National grants loans to certain executive officers, directors, and significant
subsidiaries (collectively referred to as “related parties”). The aggregate amount of loans to related parties was not
greater than 5% of the Company’s shareholders’ equity at December 31, 2022 or 2021.

Allowance for Credit Losses

Loans

Credit quality within the loans held for investment portfolio is continuously monitored by management and is
reflected within the allowance for credit losses on loans. The allowance for credit losses is an estimate of expected
losses inherent within the Company’s loans held for investment portfolio. Credit quality is assessed and monitored
by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and in our
process for estimating expected credit losses. Expected credit loss inherent in non-cancelable off-balance-sheet
credit exposures is accounted for as a separate liability included in other liabilities on the balance sheet. The
allowance for credit losses on loans held for investment is adjusted by a credit loss expense, which is reported in
earnings, and reduced by the charge-off of loan amounts, net of recoveries. Old National has made a policy election
to report accrued interest receivable as a separate line item on the balance sheet. Accrued interest receivable on
loans is excluded from the estimate of credit losses and totaled $137.7 million at December 31, 2022 and
$47.6 million at December 31, 2021.

The allowance for credit loss estimation process involves procedures to appropriately consider the unique
characteristics of our loan portfolio segments. These segments are further disaggregated into loan classes based on
the level at which credit risk is monitored. When computing the level of expected credit losses, credit loss
assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and
other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts
about the future. Determining the appropriateness of the allowance is complex and requires judgment by
management about the effect of matters that are inherently uncertain. In future periods evaluations of the overall
loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance
and credit loss expense in those future periods.

The allowance level is influenced by loan volumes, loan AQR migration or delinquency status, changes in historical
loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of
economic conditions. The methodology for estimating the amount of expected credit losses reported in the
allowance for credit losses has two basic components: first, an asset-specific component involving individual loans
that do not share risk characteristics with other loans and the measurement of expected credit losses for such
individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share
similar risk characteristics.

The base forecast scenario considers unemployment, gross domestic product, and the BBB ratio (BBB spread to the
10-year U.S. Treasury rate). In addition to the quantitative inputs, several qualitative factors are considered. These
factors include the risk that unemployment, gross domestic product, housing product index, and the BBB ratio prove
to be more severe and/or prolonged than our baseline forecast due to a variety of factors including monetary actions
to control inflation, conflict in Ukraine, and global supply chain issues. Old National’s activity in the allowance for
credit losses on loans by portfolio segment was as follows:

Balance at
Beginning of
Period

Allowance
Established
for Acquired
PCD Loans

Impact of
Adopting
ASC 326

Charge-offs Recoveries

Provision
for Loan
Losses

Balance at
End of
Period

27,232 $
64,004
2,458
9,347
1,743
528
2,029

38,780 $
49,419
—
136
—
31
723

— $
—
—
—
—
—
—

(6,885) $
(6,519)
(85)
(344)
(2,525)
(10,799)
(124)

4,610 $
1,095
281
760
1,263
2,557
616

56,875 $
30,245
(223)
12,017
1,051
19,799
3,576

120,612
138,244
2,431
21,916
1,532
12,116
6,820

107,341 $

89,089 $

— $

(27,281) $

11,182 $

123,340 $

303,671

30,567 $
75,810
6,120
12,608
3,580
855
1,848

131,388 $

— $
—
—
—
—
—
—

— $

— $
—
—
—
—
—
—

(1,228) $
(264)
(144)
(346)
(1,087)
(1,159)
(82)

791 $

4,403
105
339
1,682
777
978

(2,898) $
(15,945)
(3,623)
(3,254)
(2,432)
55
(715)

27,232
64,004
2,458
9,347
1,743
528
2,029

— $

(4,310) $

9,075 $

(28,812) $

107,341

(dollars in thousands)
Year Ended
December 31, 2022
Commercial
Commercial real estate
BBCC
Residential real estate
Indirect

Direct
Home equity

Total

Year Ended
December 31, 2021
Commercial
Commercial real estate
BBCC
Residential real estate
Indirect

Direct
Home equity

Total

Year Ended
December 31, 2020

Commercial

21,359 $

— $

7,150 $

(5,593) $

3,629 $

4,022 $

Commercial real estate

20,535

2,279

2,299

5,319

1,863

965

—

25,548

3,702

6,986

(1,669)

(1,059)

689

(4,323)

4,515

(95)

(824)

(2,754)

(1,763)

(201)

140

633

1,922

819

922

29,535

3,514

762

995

(527)

30,567

75,810

6,120

12,608

3,580

855

1,848

BBCC

Residential real estate

Indirect

Direct

Home equity

Total

54,619 $

— $

41,347 $

(15,553) $

12,580 $

38,395 $

131,388

The allowance for credit losses on loans increased for the year ended December 31, 2022 primarily due to
$89.1 million of allowance for credit losses on acquired PCD loans established through acquisition accounting
adjustments on or after the merger date with First Midwest and $96.3 million of provision for credit losses to
establish an allowance for credit losses on non-PCD loans acquired in the First Midwest merger.

Unfunded Loan Commitments

Old National maintains an allowance for credit losses on unfunded loan commitments to provide for the risk of loss
inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine
the allowance for credit losses on loans, modified to take into account the probability of a drawdown on the
commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on
the balance sheet within accrued expenses and other liabilities, while the corresponding provision for unfunded loan
commitments is included in the provision for credit losses. Old National’s activity in the allowance for credit losses
on unfunded loan commitments was as follows:

(dollars in thousands)
Balance at beginning of period

Provision for credit losses on unfunded loan commitments
acquired during the period
Impact of adopting ASC 326
Provision for unfunded loan commitments

Balance at end of period

Credit Quality

Years Ended December 31,

2022

2021

2020

10,879 $

11,689 $

2,656

11,013
—
10,296
32,188 $

—
—
(810)
10,879 $

—
4,549
4,484
11,689

Old National’s management monitors the credit quality of its loans on an ongoing basis with the AQR for
commercial loans reviewed annually or at renewal and the performance of its residential and consumer loans based
upon the accrual status refreshed at least quarterly. Internally, management assigns an AQR to each non-
homogeneous commercial, commercial real estate, and BBCC loan in the portfolio. The primary determinants of the
AQR are the reliability of the primary source of repayment and the past, present, and projected financial condition of
the borrower. The AQR will also consider current industry conditions. Major factors used in determining the AQR
can vary based on the nature of the loan, but commonly include factors such as debt service coverage, internal cash
flow, liquidity, leverage, operating performance, debt burden, FICO scores, occupancy, interest rate sensitivity, and
expense burden. Old National uses the following definitions for risk ratings:

Criticized. Special mention loans that have a potential weakness that deserves management’s close

attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for
the loan or of the institution’s credit position at some future date.

Classified – Substandard. Loans classified as substandard are inadequately protected by the current net

worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined
weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility
that the institution will sustain some loss if the deficiencies are not corrected.

Classified – Nonaccrual. Loans classified as nonaccrual have all the weaknesses inherent in those

classified as substandard, with the added characteristic that the weaknesses make collection in full, on the basis of
currently existing facts, conditions, and values, in doubt.

Classified – Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as

nonaccrual, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of
currently existing facts, conditions, and values, highly questionable and improbable.

Pass rated loans are those loans that are other than criticized, classified – substandard, classified – nonaccrual, or
classified – doubtful.

The following table summarizes the amortized cost of term loans by risk category of commercial, commercial real
estate, and BBCC loans by loan portfolio segment, class of loan, and origination year:

(dollars in thousands)

2022

2021

2020

2019

2018

Prior

Revolving

Origination Year

Revolving
to Term

Total

December 31, 2022

Commercial:

Risk Rating:

Pass
Criticized
Classified:

$ 2,388,618 $ 1,754,364 $ 796,340 $ 738,208 $ 362,986 $ 388,617 $ 1,988,763 $ 329,119 $ 8,747,015
248,434

30,661

33,490

40,856

61,036

63,557

4,327

9,195

5,312

Substandard
Nonaccrual
Doubtful

37,223
3,627
2,821

47,522
1,453
17,604

16,540
566
3,720

22,925
—
8,005

4,844
—
5,968

21,204
—
8,351

67,402
1,634
—

25,143
6,623
—

242,803
13,903
46,469

Total

$ 2,473,145 $ 1,851,604 $ 880,723 $ 802,628 $ 382,993 $ 423,484 $ 2,118,835 $ 365,212 $ 9,298,624

Commercial real estate:

Risk Rating:

Pass
Criticized
Classified:

$ 3,066,960 $ 2,828,758 $ 1,989,000 $ 1,219,025 $ 675,572 $ 1,018,719 $ 57,818 $ 689,553 $ 11,545,405
381,584

23,282

34,422

75,306

82,637

86,504

56,864

22,569

—

Substandard
Nonaccrual
Doubtful

46,231
3,151
1,934

16,928
9,541
38,386

24,319
5,014
10,011

78,468
—
4,605

57,824
2,312
1,523

21,591
22,155
20,401

—
—
—

4,108
3,257
—

249,469
45,430
76,860

Total

$ 3,193,582 $ 2,928,035 $ 2,050,913 $ 1,384,735 $ 823,735 $ 1,139,730 $ 57,818 $ 720,200 $ 12,298,748

BBCC:

Risk Rating:

Pass
Criticized
Classified:

Substandard
Nonaccrual
Doubtful

$ 90,341 $ 64,161 $ 52,304 $ 36,868 $ 23,618 $ 11,333 $ 60,016 $ 18,881 $

1,504

811
42
40

525

143
37
107

368

—
118
439

692

421
—
157

353

—
429
64

—

1,006

1,603

—
284
73

543
—
—

682
639
—

357,522
6,051

2,600
1,549
880

Total

$ 92,738 $ 64,973 $ 53,229 $ 38,138 $ 24,464 $ 11,690 $ 61,565 $ 21,805 $

368,602

(dollars in thousands)

2021

2020

2019

2018

2017

Prior

Revolving

Origination Year

Revolving
to Term

Total

December 31, 2021

Commercial:

Risk Rating:

Pass
Criticized
Classified:

$ 918,456 $ 563,869 $ 271,158 $ 98,468 $ 156,136 $ 235,639 $ 667,628 $ 130,470 $ 3,041,824
59,687

14,601

10,076

9,998

7,809

7,885

2,658

6,660

—

Substandard
Nonaccrual
Doubtful

14,773
1,069
—

14,468
3,507
178

10,200
1,276
—

9,849
3,721
288

5,521
1,448
337

945
—
5,275

6,883
845
—

10,322
7,796
—

72,961
19,662
6,078

Total

$ 944,296 $ 589,907 $ 289,294 $ 112,326 $ 171,251 $ 244,517 $ 689,957 $ 158,664 $ 3,200,212

Commercial real estate:

Risk Rating:

Pass
Criticized
Classified:

$ 1,555,880 $ 1,474,271 $ 846,921 $ 481,508 $ 462,176 $ 611,680 $ 42,609 $ 451,544 $ 5,926,589
170,484

22,157

27,622

24,790

34,387

21,614

39,914

—

Substandard
Nonaccrual
Doubtful

4,706
1,620
6,653

12,118
2,997
—

9,933
—
1,970

9,058
1,627
342

18,165
3,419
11,218

11,351
8,905
12,513

2,291
315
—

4,339
871
—

71,961
19,754
32,696

Total

$ 1,596,481 $ 1,514,176 $ 898,738 $ 492,535 $ 516,592 $ 666,606 $ 45,215 $ 491,141 $ 6,221,484

BBCC:

Risk Rating:

Pass
Criticized
Classified:

Substandard
Nonaccrual
Doubtful

$ 81,710 $ 69,749 $ 54,580 $ 34,461 $ 25,113 $

1,320

1,170

284
—
—

24
88
25

841

79
—
284

160

7
—
1,391

—

187
66
—

8,296 $ 47,571 $ 18,778 $ 340,258
5,739

1,578

670

—

465
162
210

103
—
—

239
1,136
—

1,388
1,452
1,910

Total

$ 83,314 $ 71,056 $ 55,784 $ 36,019 $ 25,366 $

9,133 $ 48,344 $ 21,731 $ 350,747

100

For residential real estate and consumer loan classes, Old National evaluates credit quality based on the aging status
of the loan and by payment activity. The performing or nonperforming status is updated on an on-going basis
dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost of
term residential real estate and consumer loans based on payment activity and origination year:

(dollars in thousands)

2022

2021

2020

2019

2018

Prior

Revolving

Origination Year

Revolving
to Term

Total

December 31, 2022

Residential real estate:

Performing

$ 1,327,168 $ 1,945,792 $ 1,825,762 $ 478,529 $ 136,260 $ 712,175 $

7 $

88 $ 6,425,781

Nonperforming

529

861

873

1,826

30,512

—

34,660

Total

$ 1,327,227 $ 1,946,321 $ 1,826,623 $ 479,402 $ 138,086 $ 742,687 $

7 $

88 $ 6,460,441

Indirect:

Performing

$ 504,410 $ 249,407 $ 144,265 $ 82,304 $ 31,484 $ 19,095 $

— $

62 $ 1,031,027

Nonperforming

348

1,074

645

531

304

328

—

3,230

Total

$ 504,758 $ 250,481 $ 144,910 $ 82,835 $ 31,788 $ 19,423 $

— $

62 $ 1,034,257

Direct:

Performing

$ 132,934 $ 164,126 $ 77,406 $ 57,919 $ 45,299 $ 59,212 $ 87,622 $

671 $ 625,189

Nonperforming

115

851

614

205

327

1,526

354

3,997

Total

$ 133,049 $ 164,977 $ 78,020 $ 58,124 $ 45,626 $ 60,738 $ 87,627 $

1,025 $ 629,186

Home equity:

Performing

919 $

896 $

1,849 $

1,497 $

983 $ 11,646 $ 990,001 $ 14,792 $ 1,022,583

Nonperforming

166

160

166

446

794

4,308

1,698

3,462

11,200

Total

1,085 $

1,056 $

2,015 $

1,943 $

1,777 $ 15,954 $ 991,699 $ 18,254 $ 1,033,783

2021

2020

2019

2018

2017

Prior

Revolving

Origination Year

Revolving
to Term

Total

December 31, 2021

Residential real estate:

Performing

$ 625,582 $ 632,705 $ 272,600 $ 72,766 $ 103,866 $ 529,293 $

12 $

105 $ 2,236,929

Nonperforming

165

166

350

855

16,728

—

18,360

Total

$ 625,678 $ 632,870 $ 272,766 $ 73,116 $ 104,721 $ 546,021 $

12 $

105 $ 2,255,289

Indirect:

Performing

$ 361,485 $ 231,156 $ 146,978 $ 68,513 $ 41,598 $ 20,819 $

— $

9 $ 870,558

Nonperforming

262

524

614

510

430

241

—

2,581

Total

$ 361,747 $ 231,680 $ 147,592 $ 69,023 $ 42,028 $ 21,060 $

— $

9 $ 873,139

Direct:

Performing

$ 34,058 $ 16,135 $ 14,396 $ 14,579 $

7,432 $ 15,831 $ 36,812 $

192 $ 139,435

Nonperforming

130

133

536

950

Total

$ 34,071 $ 16,188 $ 14,526 $ 14,712 $

7,467 $ 16,367 $ 36,854 $

200 $ 140,385

Home equity:

Performing

Nonperforming

Total

— $

633 $

349 $

535 $

— $ 539,057 $ 16,768 $ 557,342

—

258

2,923

3,248

— $

649 $

358 $

576 $

1 $ 539,315 $ 19,691 $ 560,590

101

Nonaccrual and Past Due Loans

Old National does not record interest on nonaccrual loans until principal is recovered. For all loan classes, a loan is
generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured
and in the process of collection, or earlier when concern exists as to the ultimate collectability of principal or
interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is
applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may
be returned to accrual status when all the principal and interest amounts contractually due are brought current,
remain current for a prescribed period, and future payments are reasonably assured.

The following table presents the aging of the amortized cost basis in past due loans by class of loans:

(dollars in thousands)

December 31, 2022

Commercial

Commercial real estate

BBCC

Residential

Indirect

Direct

Home equity

Total

December 31, 2021

Commercial

Commercial real estate

BBCC

Residential

Indirect

Direct

Home equity

Total

30-59 Days
Past Due

60-89 Days
Past Due

Past Due
90 Days or
More

Total
Past Due

Current

Total
Loans

14,147 $

4,801 $

11,080 $

30,028 $ 9,268,596 $ 9,298,624

47,240

730

24,181

6,302

5,404

6,585

1,312

365

5,033

2,118

1,966

32,892

603

11,753

958

1,928

4,707

81,444

12,217,304

12,298,748

1,698

40,967

9,378

9,450

366,904

6,419,474

1,024,879

619,736

368,602

6,460,441

1,034,257

629,186

13,258

1,020,525

1,033,783

104,589 $

17,713 $

63,921 $

186,223 $ 30,937,418 $ 31,123,641

2,723 $

617 $

1,603 $

4,943 $ 3,195,269 $ 3,200,212

1,402

747

8,273

3,888

687

693

280

162

2,364

867

159

199

7,042

109

4,554

554

162

777

8,724

1,018

6,212,760

6,221,484

349,729

350,747

15,191

2,240,098

2,255,289

5,309

1,008

1,669

867,830

139,377

558,921

873,139

140,385

560,590

18,413 $

4,648 $

14,801 $

37,862 $ 13,563,984 $ 13,601,846

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or
more and still accruing by class of loan:

(dollars in thousands)

Commercial
Commercial real estate
BBCC
Residential
Indirect
Direct
Home equity

Total

December 31, 2022

December 31, 2021

Nonaccrual
Amortized
Cost

Nonaccrual
With No
Related
Allowance

Past Due
90 Days or
More and
Accruing

Nonaccrual
Amortized
Cost

Nonaccrual
With No
Related
Allowance

Past Due
90 Days or
More and
Accruing

60,372 $
122,290
2,429
34,660
3,230
3,997
11,200

7,873 $
33,445
—
—
—
—
—

152
—
—
1,808
28
133
529

25,740 $
52,450
3,362
18,360
2,581
950
3,248

9,574 $
25,139
—
—
—
—
—

238,178 $

41,318 $

2,650

106,691 $

34,713 $

—
—
—
—
4
3
—

Interest income recognized on nonaccrual loans was insignificant during the years ended December 31, 2022 and
2021.

102

When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are
based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is
considered collateral dependent when the borrower is experiencing financial difficulty and the loan is expected to be
repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral
type associated with the loan. Significant quarter-over-quarter changes are reflective of changes in nonaccrual status
and not necessarily associated with credit quality indicators like appraisal value. The following table presents the
amortized cost basis of collateral dependent loans by class of loan:

(dollars in thousands)

December 31, 2022

Commercial

Commercial Real Estate

BBCC

Residential

Indirect

Direct

Home equity

Total

December 31, 2021

Commercial

Commercial Real Estate

BBCC

Residential

Indirect

Direct

Home equity

Total

Loan Participations

Type of Collateral

Real
Estate

Blanket
Lien

Investment
Securities/Cash

Auto

Other

8,962 $

42,754 $

2,690 $

1,611 $

108,871

1,939

34,660

—

2,991

11,200

—

478

—

1,718

—

3,230

232

—

980

6,411

—

168,623 $

43,245 $

4,408 $

5,085 $

7,414

8,100 $

13,816 $

3,394 $

80 $

38,657

1,895

18,360

—

724

3,248

—

1,331

—

961

—

2,581

152

—

302

6,653

—

70,984 $

15,147 $

4,399 $

2,906 $

6,975

Old National has loan participations, which qualify as participating interests, with other financial institutions. At
December 31, 2022, these loans totaled $2.3 billion, of which $1.1 billion had been sold to other financial
institutions and $1.2 billion was retained by Old National. The loan participations convey proportionate ownership
rights with equal priority to each participating interest holder; involve no recourse (other than ordinary
representations and warranties) to, or subordination by, any participating interest holder; all cash flows are divided
among the participating interest holders in proportion to each holder’s share of ownership; and no holder has the
right to pledge the entire financial asset unless all participating interest holders agree.

Troubled Debt Restructurings

Old National may choose to restructure the contractual terms of certain loans. The decision to restructure a loan,
versus aggressively enforcing the collection of the loan, may benefit Old National by increasing the ultimate
probability of collection.

Any loans that are modified are reviewed by Old National to identify if a TDR has occurred, which is when for
economic or legal reasons related to a borrower’s financial difficulties, Old National Bank grants a concession to the
borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in
line with its current financial status. The modification of the terms of such loans includes one or a combination of
the following: a reduction of the stated interest rate of the loan, an extension of the maturity date at a stated rate of
interest lower than the current market rate of new debt with similar risk, or a permanent reduction of the recorded
investment of the loan.

Loans modified in a TDR are typically placed on nonaccrual status until we determine the future collection of
principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of
performance according to the restructured terms for six months.

103

If we are unable to resolve a nonperforming loan issue, the credit will be charged off when it is apparent there will
be a loss. For large commercial type loans, each relationship is individually analyzed for evidence of apparent loss
based on quantitative benchmarks or subjectively based upon certain events or particular circumstances. For
residential and consumer loans, a charge off is recorded at the time foreclosure is initiated or when the loan becomes
120 to 180 days past due, whichever is earlier.

For commercial TDRs, an allocation is established within the allowance for credit losses on loans for the difference
between the carrying value of the loan and its computed value. To determine the computed value of the loan, one of
the following methods is selected: (1) the present value of expected cash flows discounted at the loan’s original
effective interest rate, (2) the loan’s observable market price, or (3) the fair value of the collateral, if the loan is
collateral dependent. The allocation is established as the difference between the carrying value of the loan and the
collectable value. If there are significant changes in the amount or timing of the loan’s expected future cash flows,
the allowance allocation is recalculated and adjusted accordingly.

When a residential or consumer loan is identified as a TDR, the loan is typically written down to its collateral value
less selling costs.

The following table presents activity in TDRs:

(dollars in thousands)

Year Ended December 31, 2022

Commercial

Commercial real estate

BBCC

Residential

Indirect

Direct

Home equity

Total

Year Ended December 31, 2021

Commercial

Commercial real estate

BBCC

Residential

Indirect

Direct

Home equity

Total

Year Ended December 31, 2020

Commercial

Commercial real estate

BBCC

Residential

Indirect

Direct

Home equity

Total

Beginning
Balance

(Charge-offs)/
Recoveries

(Payments)/
Disbursements

Additions

Ending
Balance

7,456 $

— $

(6,880) $

5,194 $

17,158

2,435

—

2,704

199

—

(10,908)

21,982

(16)

(169)

(1)

(58)

(84)

—

194

—

5,770

28,236

2,266

—

2,840

116

30,039 $

9 $

(18,116) $

27,370 $

39,302

11,090 $

— $

(4,535) $

901 $

17,606

112

2,824

—

739

282

(4)

(2,166)

1,694

(33)

(385)

(3)

(101)

(86)

—

2,064

—

7,456

17,158

2,435

—

2,704

199

32,653 $

36 $

(7,309) $

4,659 $

30,039

12,412 $

633 $

(4,557) $

2,602 $

14,277

578

3,107

—

983

381

4,801

(19)

—

(8,502)

7,030

(447)

(283)

(9)

(267)

(102)

—

11,090

17,606

112

2,824

—

739

282

31,738 $

5,450 $

(14,167) $

9,632 $

32,653

TDRs included within nonaccrual loans totaled $24.0 million at December 31, 2022 and $11.7 million at
December 31, 2021. Old National has established specific allowances for credit losses for clients whose loan terms
have been modified as TDRs totaling $4.5 million at December 31, 2022 and $0.7 million at December 31,
2021. Old National had not committed to lend any additional funds to clients with outstanding loans that were
classified as TDRs at December 31, 2022 or December 31, 2021.

104

The pre-modification and post-modification outstanding recorded investments of loans modified as TDRs during the
years ended December 31, 2022, 2021, and 2020 are the same except for when the loan modifications involve the
forgiveness of principal. The following table presents loans modified as TDRs that occurred during the years ended
December 31, 2022, 2021, and 2020:

(dollars in thousands)
Year Ended December 31, 2022
TDR:

Number of loans
Pre-modification outstanding recorded investment
Post-modification outstanding recorded investment

Year Ended December 31, 2021
TDR:

Number of loans
Pre-modification outstanding recorded investment
Post-modification outstanding recorded investment

Year Ended December 31, 2020
TDR:

Number of loans
Pre-modification outstanding recorded investment
Post-modification outstanding recorded investment

Total

8
27,370
27,370

3
4,659
4,659

4
9,632
9,632

The TDRs that occurred during 2022 increased the allowance for credit losses on loans by $3.8 million and resulted
in nominal charge-offs during 2022. The TDRs that occurred during 2021 decreased the allowance for credit losses
on loans by $0.9 million and resulted in no charge-offs during 2021. The TDRs that occurred during 2020 increased
the allowance for loan losses by $0.3 million and resulted in no charge-offs during 2020.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

TDRs for which there was a payment default within twelve months following the modification during the year were
insignificant in 2022, 2021, and 2020.

The terms of certain other loans were modified during 2022 and 2021 that did not meet the definition of a TDR. It is
our process to review all classified and criticized loans that, during the period, have been renewed, have entered into
a forbearance agreement, have gone from principal and interest to interest only, or have extended the maturity
date. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the
probability that the borrower will be in payment default on its debt in the foreseeable future without the
modification. The evaluation is performed under our internal underwriting policy. We also evaluate whether a
concession has been granted or if we were adequately compensated through a market interest rate, additional
collateral, or a bona fide guarantee. We also consider whether the modification was insignificant relative to the
other terms of the agreement or the delay in a payment.

In general, once a modified loan is considered a TDR, the loan will always be considered a TDR until it is paid in
full, otherwise settled, sold, or charged off. However, guidance also permits for loans to be removed from TDR
status when subsequently restructured under these circumstances: (1) at the time of the subsequent restructuring, the
borrower is not experiencing financial difficulties, and this is documented by a current credit evaluation at the time
of the restructuring, (2) under the terms of the subsequent restructuring agreement, the institution has granted no
concession to the borrower; and (3) the subsequent restructuring agreement includes market terms that are no less
favorable than those that would be offered for a comparable new loan. For loans subsequently restructured that have
cumulative principal forgiveness, the loan should continue to be measured in accordance with ASC 310-10,
Receivables – Overall. However, consistent with ASC 310-40-50-2, Troubled Debt Restructurings by Creditors,
Creditor Disclosure of Troubled Debt Restructurings, the loan would not be required to be reported in the years
following the restructuring if the subsequent restructuring meets both of these criteria: (1) has an interest rate at the
time of the subsequent restructuring that is not less than a market interest rate; and (2) is performing in compliance
with its modified terms after the subsequent restructuring.

105

Purchased Credit Deteriorated Loans

Old National has purchased loans, for which there was, at acquisition, evidence of more than insignificant
deterioration of credit quality since origination. The carrying amount of those loans is as follows:

(dollars in thousands)
Purchase price of loans at acquisition
Allowance for credit losses at acquisition
Non-credit discount/(premium) at acquisition
Par value of acquired loans at acquisition

(1) Old National merged with First Midwest effective February 15, 2022.

NOTE 5 – PREMISES AND EQUIPMENT

The composition of premises and equipment was as follows:

(dollars in thousands)
Land
Buildings
Furniture, fixtures, and equipment
Leasehold improvements
Total
Accumulated depreciation

Premises and equipment, net

First Midwest (1)
1,390,273
$
89,089
9,003
1,488,365

December 31,

2022

2021

91,568 $
419,596
154,719
69,412
735,295
(177,988)

71,014
394,400
118,124
46,330
629,868
(153,682)

557,307 $

476,186

During 2022, Old National recorded $111.9 million of premises and equipment associated with the merger with First
Midwest. See Note 2 to the consolidated financial statements for additional detail regarding this transaction.

Depreciation expense was $36.4 million in 2022, $27.3 million in 2021, and $28.9 million in 2020.

Finance Leases

Old National leases certain banking center buildings and equipment under finance leases that are included in
premises and equipment. See Notes 6 and 13 to the consolidated financial statements for detail regarding these
leases.

NOTE 6 – LEASES

Old National determines if an arrangement is or contains a lease at contract inception. Operating leases are included
in operating lease right-of-use assets and operating lease liabilities in our consolidated balance sheets. Finance
leases are included in premises and equipment and other borrowings in our consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. In determining the present
value of lease payments, we use the implicit lease rate when readily determinable. As most of our leases do not
provide an implicit rate, we use our incremental borrowing rate based on the information available at
commencement date. The incremental borrowing rate is the rate of interest that we would have to pay to borrow on
a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic
environment.

Old National has operating and finance leases for land, office space, banking centers, and equipment. These leases
are generally for periods of 5 to 20 years with various renewal options. We include certain renewal options in the
measurement of our right-of-use assets and lease liabilities if they are reasonably certain to be exercised. Variable
lease payments that are dependent on an index or a rate are initially measured using the index or rate at the
commencement date and are included in the measurement of the lease liability. Variable lease payments that are not
dependent on an index or a rate are excluded from the measurement of the lease liability and are recognized in profit

106

and loss when incurred. Variable lease payments are defined as payments made for the right to use an asset that
vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of
time.

Old National has lease agreements with lease and non-lease components, which are generally accounted for
separately. For real estate leases, non-lease components and other non-components, such as common area
maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since
they are generally able to be segregated. For certain equipment leases, Old National accounts for the lease and non-
lease components as a single lease component using the practical expedient available for that class of assets.

Old National does not have any material sub-lease agreements.

The components of lease expense were as follows:

(dollars in thousands)

Operating lease cost

Finance lease cost:

Affected Line
Item in the
Statement of Income

Years Ended December 31,

2022

2021

2020

Occupancy/Equipment expense

29,368 $

12,336 $

23,548

Amortization of right-of-use assets

Occupancy expense

Interest on lease liabilities

Sub-lease income

Total

Interest expense
Occupancy expense

2,672

415
(448)

2,356

431
(438)

1,044

364
(512)

32,007 $

14,685 $

24,444

Supplemental balance sheet information related to leases was as follows:

(dollars in thousands)
Operating Leases

Operating lease right-of-use assets
Operating lease liabilities

Finance Leases

Premises and equipment, net
Other borrowings

Weighted-Average Remaining Lease Term (in Years)

Operating leases
Finance leases

Weighted-Average Discount Rate

Operating leases
Finance leases

December 31,

2022

2021

$ 189,714
211,964

69,560
76,236

10,799
13,469

16,451
17,233

9.1
7.2

10.4
7.6

2.88 %
3.30 %

3.34 %
3.02 %

Supplemental cash flow information related to leases was as follows:

(dollars in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Years Ended December 31,

2022

2021

2020

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

30,340 $

13,823 $

15,906

415

2,475

431

2,057

364

819

107

The following table presents a maturity analysis of the Company’s lease liability by lease classification at
December 31, 2022:

(dollars in thousands)

2023

2024

2025

2026

2027

Thereafter

Total undiscounted lease payments

Amounts representing interest

Lease liability

Operating
Leases

Finance
Leases

30,951 $

29,939

28,635

27,639

26,604

98,539

242,307

(30,343)

211,964 $

2,600

2,643

2,645

1,400

1,381

4,525

15,194

(1,725)

13,469

NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the changes in the carrying amount of goodwill:

(dollars in thousands)

Balance at beginning of period

Acquisitions and adjustments

Balance at end of period

Years Ended December 31,

2022

2021

2020

1,036,994 $

1,036,994

961,722

—

1,998,716 $

1,036,994 $

1,036,994

During 2022, Old National recorded $961.7 million of goodwill associated with the First Midwest merger. See Note
2 to the consolidated financial statements for additional detail regarding this transaction.

Old National performed the required annual goodwill impairment test as of August 31, 2022 and there was no
impairment. No events or circumstances since the August 31, 2022 annual impairment test were noted that would
indicate it was more likely than not a goodwill impairment exists.

The gross carrying amounts and accumulated amortization of other intangible assets were as follows:

(dollars in thousands)

December 31, 2022

Core deposit

Customer trust relationships

Total intangible assets

December 31, 2021

Core deposit

Customer trust relationships

Total intangible assets

Gross
Carrying
Amount

Accumulated
Amortization
and Impairment

Net
Carrying
Amount

170,642 $

(80,951) $

56,243

(19,529)

89,691

36,714

226,885 $

(100,480) $

126,405

92,754 $

(60,036) $

16,547

(14,587)

109,301 $

(74,623) $

32,718

1,960

34,678

Other intangible assets consist of core deposit intangibles and customer relationship intangibles and are being
amortized primarily on an accelerated basis over their estimated useful lives, generally over a period of 5 to 15
years. During 2022, Old National recorded $77.9 million of core deposit intangibles and $39.7 million of customer
trust relationships intangible associated with the First Midwest merger.

Old National reviews other intangible assets for possible impairment whenever events or changes in circumstances
indicate that carrying amounts may not be recoverable. No impairment charges were recorded in 2022, 2021, or

108

2020. Total amortization expense associated with intangible assets was $25.9 million in 2022, $11.3 million in
2021, and $14.1 million in 2020.

Estimated amortization expense for future years is as follows:

(dollars in thousands)

2023

2024

2025

2026

2027

Thereafter

Total

24,214

21,298

18,417

15,614

12,926

33,936

126,405

NOTE 8 – LOAN SERVICING RIGHTS

Loan servicing rights are included in other assets on the balance sheet. At December 31, 2022, loan servicing rights
derived from mortgage loans sold with servicing retained totaled $37.3 million, compared to $30.0 million at
December 31, 2021. Loans serviced for others are not reported as assets. The principal balance of mortgage loans
serviced for others was $4.3 billion at December 31, 2022, compared to $3.7 billion at December 31,
2021. Custodial escrow balances maintained in connection with serviced loans were $27.0 million at December 31,
2022 and $18.2 million at December 31, 2021.

The following table summarizes the carrying values and activity related to loan servicing rights and the related
valuation allowance:

(dollars in thousands)

Balance at beginning of period

Additions (1)
Amortization

Balance before valuation allowance at end of period

Valuation allowance:

Balance at beginning of period

(Additions)/recoveries

Balance at end of period

Loan servicing rights, net

Years Ended December 31,

2022

2021

2020

30,085 $

28,124 $

13,080

(5,898)

37,267

(46)

—

11,759

(9,798)

30,085

(1,407)

1,361

(46)

25,399

12,810

(10,085)

28,124

(31)

(1,376)

(1,407)

37,267 $

30,039 $

26,717

(1) Additions in 2022 include loan servicing rights of $7.7 million acquired in the First Midwest merger on February 15, 2022.

At December 31, 2022, the fair value of servicing rights was $48.4 million, which was determined using a discount
rate of 9% and a conditional prepayment rate of 9%. At December 31, 2021, the fair value of servicing rights was
$33.8 million, which was determined using a discount rate of 9% and a conditional prepayment rate of 10%.

NOTE 9 – QUALIFIED AFFORDABLE HOUSING PROJECTS AND OTHER TAX CREDIT
INVESTMENTS

109

The following table summarizes Old National’s investments in qualified affordable housing projects and other tax
credit investments:

(dollars in thousands)

December 31, 2022

December 31, 2021

Investment
LIHTC
FHTC
NMTC
Renewable Energy

Total

Accounting Method
Proportional amortization
Equity
Consolidation
Equity

Investment

Unfunded
Commitment (1)

Investment

Unfunded
Commitment

84,428 $
19,316
51,912
1,099
156,755 $

55,754 $
9,588
—
—
65,342 $

68,989 $
21,241
18,727
1,985
110,942 $

41,355
15,252
—
—
56,607

(1) All commitments will be paid by Old National by December 31, 2027.

The following table summarizes the amortization expense and tax benefit recognized for Old National’s qualified
affordable housing projects and other tax credit investments:

(dollars in thousands)

Year Ended December 31, 2022

LIHTC

FHTC

NMTC

Renewable Energy

Total

Year Ended December 31, 2021

LIHTC

FHTC

NMTC

Renewable Energy

Total

Year Ended December 31, 2020

LIHTC

FHTC

NMTC

Renewable Energy

Total

Amortization
Expense (1)

Tax Expense
(Benefit)
Recognized (2)

4,974 $

1,925

8,197

839

(6,613)

(2,227)

(10,225)

—

15,935 $

(19,065)

3,450 $

2,557

2,887

1,326

(4,543)

(2,884)

(3,625)

(562)

10,220 $

(11,614)

3,105 $

13,237

900

4,651

(4,071)

(15,582)

(1,100)

(4,122)

21,893 $

(24,875)

(1) The amortization expense for the LIHTC investments is included in our income tax expense. The amortization expense for

the FHTC, NMTC, and Renewable Energy tax credits is included in noninterest expense.

(2) All of the tax benefits recognized are included in our income tax expense. The tax benefit recognized for the FHTC,

NMTC, and Renewable Energy investments primarily reflects the tax credits generated from the investments and excludes
the net tax expense (benefit) and deferred tax liability of the investments’ income (loss).

110

NOTE 10 – DEPOSITS

At December 31, 2022, the scheduled maturities of total time deposits were as follows:

(dollars in thousands)

Due in 2023

Due in 2024

Due in 2025

Due in 2026

Due in 2027

Thereafter

Total

2,099,157

684,377

118,776

64,207

41,794

5,469

3,013,780

The aggregate amount of time deposits in denominations that met or exceeded the FDIC insurance limit of $250,000
totaled $793.4 million at December 31, 2022 and $252.8 million at December 31, 2021.

NOTE 11 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are secured borrowings. Old National pledges investment securities
to secure these borrowings. The following table presents securities sold under agreements to repurchase and related
weighted-average interest rates for each of the years ended December 31:

(dollars in thousands)

Outstanding at year-end

Average amount outstanding

Maximum amount outstanding at any month-end

Weighted-average interest rate:

During year

End of year

2022

2021

432,804

392,275

440,619

509,275

392,777

405,278

0.19 %

1.31

0.10 %

0.10

The following table presents the contractual maturity of our secured borrowings and class of collateral pledged:

(dollars in thousands)
Repurchase Agreements:

At December 31, 2022
Remaining Contractual Maturity of the Agreements

Overnight and
Continuous

Up to
30 Days

30-90 Days

Greater Than
90 days

Total

U.S. Treasury and agency securities
Total

$
$

432,804 $
432,804 $

— $
— $

432,804
432,804

The fair value of securities pledged to secure repurchase agreements may decline. Old National has pledged
securities valued at 110% of the gross outstanding balance of repurchase agreements at December 31, 2022 to
manage this risk.

NOTE 12 – FEDERAL HOME LOAN BANK ADVANCES

The following table summarizes Old National Bank’s FHLB advances:

(dollars in thousands)

FHLB advances (fixed rates 0.00% to 4.96% and
variable rates 3.90% to 4.17%) maturing
January 2023 to September 2042

Fair value hedge basis adjustments and unamortized
prepayment fees

Total other borrowings

111

December 31,

2022

2021

3,850,677 $

1,902,655

(21,659)

(16,636)

3,829,018 $

1,886,019

FHLB advances had weighted-average rates of 3.15% at December 31, 2022 and 1.30% at December 31,
2021. Certain FHLB advances are collateralized with residential real estate loans at 140%.

At December 31, 2022, total unamortized prepayment fees related to all debt modifications completed in prior years
totaled $20.2 million, compared to $26.2 million at December 31, 2021.

Contractual maturities of FHLB advances at December 31, 2022 were as follows:

(dollars in thousands)

Due in 2023

Due in 2024

Due in 2025

Due in 2026

Thereafter

Fair value hedge basis adjustments and unamortized prepayment fees

Total

NOTE 13 – OTHER BORROWINGS

The following table summarizes Old National’s other borrowings:

(dollars in thousands)
Old National Bancorp:

950,149

25,243

550,285

100,000

2,225,000

(21,659)

3,829,018

December 31,

2022

2021

Senior unsecured notes (fixed rate 4.125%) maturing August 2024

175,000 $

175,000

Unamortized debt issuance costs related to senior unsecured notes

Subordinated debentures (fixed rate 5.875%) maturing September 2026

Junior subordinated debentures (variable rates of
5.68% to 7.99%) maturing July 2031 to September 2037

Other basis adjustments

Old National Bank:

Finance lease liabilities

Subordinated debentures (variable rate 8.77%) maturing October 2025

Leveraged loans for NMTC (fixed rates of 1.00% to 1.43%)
maturing December 2046 to June 2060
Other (1)
Total other borrowings

(247)

150,000

136,643

23,363

13,469

12,000

143,187

89,588

(403)

—

42,000

(3,044)

17,233

12,000

51,045

2,839

743,003 $

296,670

(1)

Includes overnight borrowings to collateralize certain derivative positions totaling $88.0 million at December 31, 2022.

Contractual maturities of other borrowings at December 31, 2022 were as follows:

(dollars in thousands)
Due in 2023
Due in 2024
Due in 2025
Due in 2026
Due in 2027
Thereafter

Unamortized debt issuance costs and other basis adjustments

Total

Senior Notes

90,276
177,335
14,389
151,188
1,209
283,934

24,672
743,003

In August 2014, Old National issued $175.0 million of senior unsecured notes with a 4.125% interest rate. These
notes pay interest on February 15 and August 15. The notes mature on August 15, 2024.

112

Junior Subordinated Debentures

Junior subordinated debentures related to trust preferred securities are classified in “other borrowings.” Junior
subordinated debentures qualify as Tier 2 capital for regulatory purposes, subject to certain limitations.

Through various mergers and acquisitions, Old National assumed junior subordinated debenture obligations related
to various trusts that issued trust preferred securities. Old National guarantees the payment of distributions on the
trust preferred securities issued by the trusts. Proceeds from the issuance of each of these securities were used to
purchase junior subordinated debentures with the same financial terms as the securities issued by the trusts.

Old National, at any time, may redeem the junior subordinated debentures at par and, thereby cause a redemption of
the trust preferred securities in whole or in part.

The following table summarizes the terms of our outstanding junior subordinated debentures as of December 31,
2022:

(dollars in thousands)

Name of Trust

Issuance Date

Issuance
Amount

Rate

Rate at
December 31,
2022

Maturity Date

Bridgeview Statutory Trust I

July 2001

15,464 3-month LIBOR plus 3.58%

7.99 % July 31, 2031

Bridgeview Capital Trust II

December 2002

15,464 3-month LIBOR plus 3.35%

7.43 % January 7, 2033

First Midwest Capital Trust I

November 2003

37,825 6.95% fixed

6.95 % December 1, 2033

St. Joseph Capital Trust II

March 2005

5,155 3-month LIBOR plus 1.75%

6.49 % March 17, 2035

Northern States Statutory Trust I

September 2005

10,310 3-month LIBOR plus 1.80%

6.57 % September 15, 2035

Anchor Capital Trust III

August 2005

5,000 3-month LIBOR plus 1.55%

6.30 % September 30, 2035

Great Lakes Statutory Trust II

December 2005

6,186 3-month LIBOR plus 1.40%

6.17 % December 15, 2035

Home Federal Statutory
Trust I

Monroe Bancorp Capital
Trust I

September 2006

15,464 3-month LIBOR plus 1.65%

6.42 % September 15, 2036

July 2006

3,093 3-month LIBOR plus 1.60%

5.68 % October 7, 2036

Tower Capital Trust 3

December 2006

9,279 3-month LIBOR plus 1.69%

6.45 % March 1, 2037

Monroe Bancorp Statutory
Trust II

March 2007

5,155 3-month LIBOR plus 1.60%

6.37 % June 15, 2037

Great Lakes Statutory Trust III

June 2007

8,248 3-month LIBOR plus 1.70%

6.47 % September 15, 2037

Total

136,643

Subordinated Debentures

On November 1, 2017, Old National assumed $12.0 million of subordinated fixed-to-floating notes related to the
acquisition of Anchor Bancorp, Inc. (MN). The subordinated debentures had a 5.75% fixed rate of interest through
October 29, 2020. From October 30, 2020 to the October 30, 2025 maturity date, the debentures have a floating rate
of interest equal to the three-month LIBOR rate plus 4.356%.

On February 15, 2022, Old National assumed $150.0 million of subordinated fixed rate notes related to the First
Midwest merger. The subordinated debentures have a 5.875% fixed rate of interest through the September 29, 2026
maturity date.

Leveraged Loans

The leveraged loans are directly related to the NMTC structure. As part of the transaction structure, Old National has
the right to sell its interest in the entity that received the leveraged loans at an agreed upon price to the leveraged
lender at the end of the NMTC seven-year compliance period. See Note 9 to the consolidated financial statements
for additional information on the Company’s NMTC investments.

Finance Lease Liabilities

Old National has long-term finance lease liabilities for certain banking centers and equipment totaling $13.5 million
at December 31, 2022. See Note 6 to the consolidated financial statements for a maturity analysis of the Company’s
finance lease liabilities.

113

NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes within each classification of AOCI, net of tax:

(dollars in thousands)
Year Ended December 31, 2022
Balance at beginning of period

Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCI to income (1)

Balance at end of period

Year Ended December 31, 2021
Balance at beginning of period

Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCI to income (1)

Unrealized
Gains and
Losses on
Available-
for-Sale
Debt
Securities

Unrealized
Gains and
Losses on
Held-to-
Maturity
Securities

Gains and
Losses on
Cash Flow
Hedges

Defined
Benefit
Pension
Plans

Total

(2,950) $

— $

543 $

32 $

(2,375)

(639,463)
67

(125,229)
12,565

$ (642,346) $ (112,664) $

(34,043)
1,951
(31,549) $

(798,735)
—
105
14,688
137 $ (786,422)

$ 145,335 $

— $

2,584 $

(148) $ 147,771

(144,948)
(3,337)

—
—

1,433
(3,474)

—
180

(143,515)
(6,631)

Balance at end of period

(2,950) $

— $

543 $

32 $

(2,375)

Year Ended December 31, 2020
Balance at beginning of period

Other comprehensive income (loss) before
reclassifications
Amounts reclassified from AOCI to income (1)

Balance at end of period

56,131 $

— $

240 $

(164) $

56,207

97,596
(8,392)

$ 145,335 $

—
—
— $

6,230
(3,886)
2,584 $

—
16

103,826
(12,262)
(148) $ 147,771

(1) See table below for details about reclassifications to income.

The following table summarizes the significant amounts reclassified out of each component of AOCI:

(dollars in thousands)

Details about AOCI Components
Unrealized gains and losses on
available-for-sale debt securities

Unrealized gains and losses on
held-to-maturity securities

Gains and losses on cash flow hedges
Interest rate contracts

Amortization of defined benefit
pension items
Actuarial gains (losses)

Years Ended December 31,
2021

2022

2020

Amount Reclassified
from AOCI

Affected Line Item in the
Statement of Income

(88) $
21
(67) $

4,327 $
(990)
3,337 $

10,767 Debt securities gains (losses), net
(2,375) Income tax (expense) benefit
8,392 Net income

(16,612) $
4,047
(12,565) $

— $
—
— $

Interest income (expense)
Income tax (expense) benefit

—
—
— Net income

(2,587) $
636
(1,951) $

4,605 $
(1,131)
3,474 $

Interest income (expense)

5,153
(1,267) Income tax (expense) benefit
3,886 Net income

(139) $
34
(105) $

(239) $
59
(180) $

(21) Salaries and employee benefits

Income tax (expense) benefit

(16) Net income

Total reclassifications for the period

(14,688) $

6,631 $

12,262 Net income

114

NOTE 15 – INCOME TAXES

Following is a summary of the major items comprising the differences in taxes from continuing operations computed
at the federal statutory rate and as recorded in the consolidated statement of income:

(dollars in thousands)

Provision at statutory rate of 21%

Tax-exempt income:

Tax-exempt interest

Section 291/265 interest disallowance

Company-owned life insurance income

Tax-exempt income

State income taxes

Tax credit investments - federal

Officer compensation limitation

Other, net

Income tax expense

Effective tax rate

Years Ended December 31,

2022

2021

2020

114,394

71,161

53,667

(14,588)

363

(2,891)

(17,116)

20,837

(9,140)

5,903

1,568

(11,066)

(10,776)

114

(2,138)

(13,090)

9,308

(5,212)

564

(1,407)

189

(2,290)

(12,877)

4,840

(15,159)

598

(1,922)

116,446

61,324

29,147

21.4 %

18.1 %

11.4 %

The higher effective tax rate in 2022 when compared to 2021 reflected the increase in pre-tax book income and
higher post-merger estimated state effective tax rates. An increase in non-deductible officer compensation also
contributed to the higher tax rate, the majority of which was merger related.

The higher effective tax rate in 2021 when compared to 2020 was primarily the result of an increase in pre-tax book
income and lower tax credits.

The provision for income taxes consisted of the following components:

(dollars in thousands)

Current expense:

Federal

State

Deferred expense:

Federal

State

Deferred income tax expense

Income tax expense

Years Ended December 31,

2022

2021

2020

106,918 $

31,943 $

32,898

8,461

(16,216)

(7,154)

(23,370)

17,514

3,406

20,920

19,223

6,498

3,188

238

3,426

116,446 $

61,324 $

29,147

115

Net Deferred Tax Assets

Net deferred tax assets are included in other assets on the balance sheet. Significant components of net deferred tax
assets (liabilities) were as follows:

(dollars in thousands)

Deferred Tax Assets

December 31,

2022

2021

Allowance for credit losses on loans, net of recapture

85,619 $

Benefit plan accruals

Net operating loss carryforwards

Acquired loans

Operating lease liabilities
Unrealized losses on available-for-sale investment securities

Unrealized losses on held-to-maturity investment securities

Unrealized losses on hedges

Purchase accounting

Other, net

Total deferred tax assets

Deferred Tax Liabilities

Deferred loan origination fees

Purchase accounting

Loan servicing rights

Premises and equipment

Prepaid expenses

Operating lease right-of-use assets
Unrealized gains on hedges

Other, net

Total deferred tax liabilities

Net deferred tax assets

38,038

25,135

40,723

58,288

202,101

36,197

10,277

20,063

4,962

521,403

(3,566)

—

(9,636)

(14,844)

(2,774)

(51,845)

—

(2,983)

(85,648)

435,755 $

28,843

18,348

14,823

8,039

22,961

3,003

—

3,430

99,447

—

(18,524)

(7,379)

(16,972)

(796)

(21,129)

(177)

(1,564)

(66,541)

32,906

The increase in net deferred tax assets was driven by $238.3 million of deferred tax assets related to the market
value adjustments of certain investments and $133.9 million related to the merger with First Midwest.

The Company’s retained earnings at December 31, 2022 included an appropriation for acquired thrifts’ tax bad debt
allowances totaling $58.6 million for which no provision for federal or state income taxes has been made. If, in the
future, this portion of retained earnings were distributed as a result of the liquidation of the Company or its
subsidiaries, federal and state income taxes would be imposed at the then applicable rates.

No valuation allowance was recorded at December 31, 2022 or 2021 because, based on current expectations, Old
National believes it will generate sufficient income in future years to realize deferred tax assets. Old National has
federal net operating loss carryforwards totaling $81.5 million at December 31, 2022 and $36.7 million at
December 31, 2021. This federal net operating loss was acquired from the acquisition of Anchor BanCorp
Wisconsin Inc. in 2016 and First Midwest in 2022. If not used, the federal net operating loss carryforwards will
begin expiring in 2030 and later. Old National has recorded state net operating loss carryforwards totaling $124.4
million at December 31, 2022 and $116.1 million at December 31, 2021. If not used, the state net operating loss
carryforwards will expire from 2027 to 2036.

The federal and recorded state net operating loss carryforwards are subject to an annual limitation under Internal
Revenue Code section 382. Old National believes that all of the federal and recorded state net operating loss
carryforwards will be used prior to expiration.

116

Unrecognized Tax Benefits

Old National has unrecognized tax benefits at December 31, 2022 due to the merger with First Midwest. The
following table presents the changes in the carrying amount of unrecognized tax benefits:

(dollars in thousands)
Balance at beginning of period
Additions for acquired uncertain tax positions
Reductions for tax positions relating to prior years
Reductions due to statute of limitations expiring

Balance at end of period

Years Ended December 31,

2022

2021

2020

— $

14,897
(2,751)
(1,139)

11,007 $

— $
—
—
—

— $

—
—
—
—

—

If recognized, approximately $8.8 million of unrecognized tax benefits, net of interest, would favorably affect the
effective income tax rate in future periods. Old National expects the $8.8 million of unrecognized tax benefits to be
reduced to $7.9 million in the next twelve months.

It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in their respective
federal or state income tax accounts. Interest and penalties recorded and accrued in 2022 were immaterial.

Old National reversed $3.9 million in 2022 related to uncertain tax positions accounted for under FASB ASC 740-10
(FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes). The income tax reversal related to the
2018 statute of limitations expiring in the third quarter of 2022 totaled $1.1 million. The income tax reversal related
to reductions for tax positions in prior years totaled $2.8 million.

Old National and its subsidiaries file a consolidated U.S. federal income tax return, as well as filing various state
returns. The 2019 through 2022 tax years are open and subject to examination.

NOTE 16 – SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS

Our Amended and Restated 2008 Incentive Compensation Plan (the “ICP”), which was shareholder-approved,
permits the grant of share-based awards to its employees. An amendment to increase the number of shares
authorized for issuance under the ICP by 9.0 million was approved by our Board of Directors and then by our
shareholders on May 18, 2022. At December 31, 2022, 9.1 million shares were available for issuance. The granting
of awards to key employees is typically in the form of restricted stock awards or units. We believe that such awards
better align the interests of our employees with those of our shareholders. Total compensation cost that has been
charged against income for the ICP was $28.7 million in 2022, $7.5 million in 2021, and $7.7 million in 2020. The
total income tax benefit was $7.1 million in 2022, $1.8 million in 2021, and $1.9 million in 2020.

Restricted Stock Awards

Restricted stock awards require certain service requirements and shares generally vest, depending on the award
terms, annually over a three-year period, cliff vest in three years from the grant date, or vest 50% on the second
anniversary of the grant date and 50% on the third anniversary of the grant date. Compensation expense is
recognized on a straight-line basis over the vesting period. Shares are subject to certain restrictions and risk of
forfeiture by the participants.

117

A summary of changes in our nonvested shares for the year follows:

(shares in thousands)
Year Ended December 31, 2022
Unvested balance at beginning of period

Granted during the year (1)
Vested during the year
Forfeited during the year

Unvested balance at end of period

Weighted
Average
Grant-Date
Fair Value

554
1,916
(453)
(148)
1,869

$16.16
18.12
17.29
17.88
$17.76

(1)

In connection with the First Midwest merger, each restricted stock award of First Midwest common stock that was
outstanding, unvested, and unsettled at the merger date was assumed and converted into a number of Old National restricted
stock relating to a number of shares of Old National common stock equal to the number of First Midwest restricted stock
multiplied by the exchange ratio (rounded up to the nearest whole number) subject to the same vesting terms and conditions,
resulting in an issuance of an aggregate 0.9 million restricted stock awards of Old National common stock.

As of December 31, 2022, there was $16.1 million of total unrecognized compensation cost related to unvested
restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.8 years. The
total fair value of the shares vested was $7.9 million in 2022, $4.3 million in 2021, and $2.9 million in 2020.

Performance-Based Restricted Stock Units

Restricted stock units require certain performance requirements and shares vest at the end of a 24 or 36 month
period based on the achievement of certain targets. If targets are achieved prior to the end of the 24 month
performance period, vesting can be accelerated. Compensation expense is recognized on a straight-line basis over
the performance period of the award. For certain awards, the level of performance could increase or decrease the
number of shares earned. Shares are subject to certain restrictions and risk of forfeiture by the participants.

A summary of changes in our unvested shares for the year follows:

(shares in thousands)
Year Ended December 31, 2022
Unvested balance at beginning of period

Granted during the year (1)
Vested during the year
Forfeited during the year
Dividend equivalents adjustment
Unvested balance at end of period

Weighted
Average
Grant-Date
Fair Value

886
1,935
(720)
(73)
53
2,081

$14.80
17.66
15.41
16.73
16.82
$17.23

(1)

In connection with the First Midwest merger, each performance-based restricted stock unit award of First Midwest that was
outstanding, unvested, and unsettled at the merger date was assumed and converted into a time-based restricted stock unit
award of Old National common stock subject to the same vesting terms and conditions (other than performance conditions),
resulting in an issuance of an aggregate 0.7 million restricted stock units of Old National common stock. The performance
components of the First Midwest equity awards were deemed earned at target.

As of December 31, 2022, there was $13.9 million of total unrecognized compensation cost related to unvested
restricted stock units. The cost is expected to be recognized over a weighted-average period of 1.3 years.

Stock Options and Appreciation Rights

Option awards are generally granted with an exercise price equal to the market price of our Common Stock at the
date of grant; these option awards have vesting periods ranging from 3 to 5 years and have 10-year contractual
terms.

Old National has not granted stock options since 2009. However, Old National did acquire stock options and stock
appreciation rights through its prior acquisitions. Old National recorded no incremental expense associated with the
conversion of these options and stock appreciation rights.

118

As of December 31, 2022, all options were fully vested and all compensation costs had been expensed. At
December 31, 2022, the outstanding shares consisted of stock appreciation rights acquired through prior
acquisitions.

A summary of the activity in stock appreciation rights in 2022 follows:

(shares in thousands)

Year Ended December 31, 2022
Outstanding at beginning of period

Exercised

Outstanding at end of period

Options exercisable at end of year

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term in Years

Aggregate
Intrinsic
Value
(in thousands)

(22)

$4.30

3.95

$5.67

0.18

$71.2

Information related to stock option and appreciation rights follows:

(dollars in thousands)
Intrinsic value of options/appreciation rights exercised
Tax benefit realized from options/appreciation rights exercises

Non-employee Director Stock Compensation

Year Ended December 31,
2021

2020

2022

331 $
132

171 $
68

213
85

Compensation paid to Old National’s non-employee directors includes a stock component. Compensation shares are
earned annually. Any shares awarded to directors are anticipated to be issued from the ICP. In 2022, 19 thousand
shares were issued to directors, compared to 25 thousand shares in 2021, and 28 thousand shares in 2020.

Employee Stock Ownership Plan

The Employee Stock Ownership and Savings Plan (the “401(k) Plan”) permits employees to participate the first
month following one month of service. Old National matches 100% of employee compensation deferral
contributions of the first 5% of compensation. In addition to matching contributions, Old National may make
discretionary contributions to the 401(k) Plan in the form of Old National stock or cash. There were no designated
discretionary profit sharing contributions in 2022, 2021, or 2020. All contributions vest immediately and plan
participants may elect to redirect funds among any of the investment options provided under the 401(k) Plan. The
number of Old National shares in the 401(k) Plan were 1.2 million at December 31, 2022 and 0.5 million at
December 31, 2021. All shares owned through the 401(k) Plan are included in the calculation of weighted-average
shares outstanding for purposes of calculating diluted and basic earnings per share. Contribution expense under the
401(k) Plan was $17.9 million in 2022, $9.8 million in 2021, and $9.5 million in 2020.

NOTE 17 – SHAREHOLDERS' EQUITY

Stock Purchase and Dividend Reinvestment Plan

Old National has a stock purchase and dividend reinvestment plan under which common shares issued may be either
repurchased shares or authorized and previously unissued shares. A new plan became effective on August 12, 2021,
with total authorized and unissued common shares reserved for issuance of 3.3 million. At December 31, 2022, 3.3
million authorized and unissued common shares were available for issuance under the plan.

Employee Stock Purchase Plan

Old National has an employee stock purchase plan under which eligible employees can purchase common shares at
a price not less than 95% of the fair market value of the common shares on the purchase date. The amount of
common shares purchased cannot exceed 10% of the employee’s compensation. In 2022, 52,000 shares were issued
related to this plan with proceeds of approximately $809,000. In 2021, 35,000 shares were issued related to this plan
with proceeds of approximately $583,000.

119

Share Repurchase Plan

In the first quarter of 2022, the Board of Directors approved a stock repurchase program that authorized the
Company to repurchase up to $200 million of the Company’s outstanding shares of Common Stock, as conditions
warrant, through January 31, 2023. During 2022 and through January 31, 2023, 3.5 million common shares were
repurchased under the plan, which reduced equity by $63.8 million.

Net Income per Common Share

Basic and diluted net income per common share are calculated using the two-class method. Net income applicable
to common shares is divided by the weighted-average number of common shares outstanding during the
period. Adjustments to the weighted-average number of common shares outstanding are made only when such
adjustments will dilute net income per common share. Net income applicable to common shares is then divided by
the weighted-average number of common shares and common share equivalents during the period.

The following table presents the calculation of basic and diluted net income per common share:

(dollars and shares in thousands,
except per share data)

Net income

Preferred dividends

Net income applicable to common shares

Weighted average common shares outstanding:

Weighted average common shares outstanding (basic)

Effect of dilutive securities:

Restricted stock

Stock appreciation rights

Weighted average diluted shares outstanding

Basic Net Income Per Common Share

Diluted Net Income Per Common Share

NOTE 18 – FAIR VALUE

Years Ended December 31,

2022

2021

2020

428,287 $

277,538 $

226,409

(14,118)

—

414,169 $

277,538 $

226,409

275,179

165,178

165,509

1,502

729

632

276,688

165,929

166,177

1.51 $

1.50 $

1.68 $

1.67 $

1.37

1.36

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. There are three levels of inputs that may be used to measure fair values:

•

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the
ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions
that market participants would use in pricing an asset or liability.

120

Old National used the following methods and significant assumptions to estimate the fair value of each type of
financial instrument:

Investment securities and equity securities: The fair values for investment securities and equity securities are
determined by quoted market prices, if available (Level 1). For securities where quoted prices are not
available, fair values are calculated based on market prices of similar securities (Level 2). For securities
where quoted prices or market prices of similar securities are not available, fair values are calculated using
discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using swap
and LIBOR curves plus spreads that adjust for loss severities, volatility, credit risk, and optionality. During
times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency
and industry research reports as well as defaults and deferrals on individual securities are reviewed and
incorporated into the calculations.

Residential loans held for sale: The fair value of loans held for sale is determined using quoted prices for a
similar asset, adjusted for specific attributes of that loan (Level 2).

Derivative financial instruments: The fair values of derivative financial instruments are based on derivative
valuation models using market data inputs as of the valuation date (Level 2).

121

Recurring Basis

Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which
we have elected the fair value option, are summarized below:

(dollars in thousands)

Financial Assets

Equity securities

Investment securities available-for-sale:

U.S. Treasury

U.S. government-sponsored entities and agencies

Mortgage-backed securities - Agency

States and political subdivisions

Pooled trust preferred securities

Other securities

Residential loans held for sale
Derivative assets
Financial Liabilities

Derivative liabilities

(dollars in thousands)

Financial Assets

Equity securities

Investment securities available-for-sale:

U.S. Treasury

U.S. government-sponsored entities and agencies

Mortgage-backed securities - Agency

States and political subdivisions

Pooled trust preferred securities

Other securities

Residential loans held for sale

Derivative assets
Financial Liabilities

Derivative liabilities

Fair Value Measurements at December 31, 2022 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

52,507 $

— $

200,927

1,175,080

4,369,902

663,852

10,811

353,140

11,926
169,001

380,704

200,927

—

—
—

—

1,175,080

4,369,902

663,852

10,811

353,140

11,926
169,001

380,704

—

—
—

—

Fair Value Measurements at December 31, 2021 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

13,211 $

— $

235,584

1,542,773

3,698,831

1,654,986

9,496

240,396

35,458

74,226

41,872

235,584

—

1,542,773

3,698,831

1,654,986

—

240,396

35,458

74,226

41,872

—

9,496

—

122

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant
unobservable inputs (Level 3):

(dollars in thousands)
Year Ended December 31, 2022
Balance at beginning of period

Accretion (amortization) of discount or premium
Increase (decrease) in fair value of securities
Transfers out of Level 3

Balance at end of period

Year Ended December 31, 2021
Balance at beginning of period

Accretion (amortization) of discount or premium
Sales/payments received
Increase (decrease) in fair value of securities

Balance at end of period

Year Ended December 31, 2020
Balance at beginning of period

Accretion (amortization) of discount or premium
Sales/payments received
Increase (decrease) in fair value of securities

Balance at end of period

Pooled Trust
Preferred
Securities

States and
Political
Subdivisions

9,496 $
12
1,593
(11,101)
— $

7,913 $
20
(27)
1,590
9,496 $

8,222 $
15
(64)
(260)
7,913 $

—
—
—
—
—

40
—
(40)
—
—

The accretion of discounts or amortization of premiums on securities in the table above is included in interest
income. The increase or decrease in the fair value of securities in the table above is included in the unrealized
holding gains (losses) for the period in the statement of other comprehensive income (loss). An increase in fair
value is reflected in the balance sheet as an increase in the fair value of investment securities available-for-sale, an
increase in AOCI, which is included in shareholders’ equity, and a decrease in other assets related to the tax impact.
A decrease in fair value is reflected in the balance sheet as a decrease in the fair value of investment securities
available-for-sale, a decrease in AOCI, which is included in shareholders’ equity, and an increase in other assets
related to the tax impact. During 2022, Old National’s pooled trust preferred securities with a fair value of
$11.1 million were transferred out of Level 3 and into Level 2 because of available observable market data for these
investments.

The table below provides quantitative information about significant unobservable inputs used in fair value
measurements within Level 3 of the fair value hierarchy:

(dollars in thousands)

December 31, 2021

Fair Value

Valuation
Techniques

Unobservable Input

Range (Weighted
Average) (4)

Pooled trust preferred securities

9,496 Discounted cash flow

Constant prepayment rate (1)
Additional asset defaults (2)
Expected asset recoveries (3)

0.0%

5.7% - 8.5% (6.5%)

0.0% - 46.0% (14.1%)

(1) Assuming no prepayments.
(2) Each currently performing pool asset is assigned a default probability based on the banking environment, which is adjusted

for specific issuer evaluation, of 0%, 50%, or 100%.

(3) Each currently defaulted pool asset is assigned a recovery probability based on specific issuer evaluation of 0%, 25%, or

100%.

(4) Unobservable inputs are weighted by the estimated number of defaults and current performing collateral of the instruments.

Significant changes in any of the unobservable inputs used in the fair value measurement in isolation would have
resulted in a significant change to the fair value measurement. The pooled trust preferred securities Old National
owns are subordinate note classes that rely on an ongoing cash flow stream to support their values. The senior note
classes receive the benefit of prepayments to the detriment of subordinate note classes since the ongoing interest

123

cash flow stream is reduced by the early redemption. Generally, a change in prepayment rates or additional pool
asset defaults would have an impact that is directionally opposite from a change in the expected recovery of a
defaulted pool asset.

Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are summarized below:

(dollars in thousands)

Collateral Dependent Loans:

Commercial loans

Commercial real estate loans

Fair Value Measurements at December 31, 2022 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

22,562 $

48,026

— $

—

— $

—

22,562

48,026

Commercial and commercial real estate loans that are deemed collateral dependent are valued using the discounted
cash flows. The liquidation amounts are based on the fair value of the underlying collateral using the most recently
available appraisals with certain adjustments made based on the type of property, age of appraisal, current status of
the property, and other related factors to estimate the current value of the collateral. These commercial and
commercial real estate loans had a principal amount of $92.0 million, with a valuation allowance of $21.5 million at
December 31, 2022. Old National recorded provision expense associated with commercial and commercial real
estate loans that were deemed collateral dependent totaling $20.3 million in 2022.

Other real estate owned and other repossessed property is measured at fair value less costs to sell on a non-recurring
basis. Old National did not have any other real estate owned or repossessed property measured at fair value on a
non-recurring basis at December 31, 2022. There were write-downs of other real estate owned of $0.6 million in
2022.

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the
carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that
tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level, based on
market prices for comparable mortgage servicing contracts when available, or alternatively based on a valuation
model that calculates the present value of estimated future net servicing income. The valuation model utilizes a
discount rate, weighted average prepayment speed, and other economic factors that market participants would use in
estimating future net servicing income and that can be validated against available market data (Level 2). There was
no valuation allowance for loan servicing rights with impairments at December 31, 2022. Old National recorded
recoveries associated with these loan servicing rights totaling $46 thousand in 2022.

Assets measured at fair value on a non-recurring basis at December 31, 2021 are summarized below:

(dollars in thousands)

Collateral Dependent Loans:

Commercial loans

Commercial real estate loans

Loan servicing rights

Fair Value Measurements at December 31, 2021 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

2,364 $

16,308

140

— $

—

— $

—

140

2,364

16,308

—

At December 31, 2021, commercial and commercial real estate loans that were deemed collateral dependent had a
principal amount of $21.0 million, with a valuation allowance of $2.1 million. Old National recorded provision
recapture associated with these loans totaling $0.1 million in 2021.

The valuation allowance for loan servicing rights with impairments at December 31, 2021 totaled $46
thousand. Old National recorded recoveries associated with these loan servicing rights totaling $1.4 million in 2021.

124

The table below provides quantitative information about significant unobservable inputs used in fair value
measurements within Level 3 of the fair value hierarchy:

(dollars in thousands)

December 31, 2022

Collateral Dependent Loans

Commercial loans

Commercial real estate loans

December 31, 2021

Collateral Dependent Loans

Commercial loans

Commercial real estate loans

Fair
Value

Valuation
Techniques

Unobservable
Input

Range (Weighted
Average)(1)

22,562 Discounted

cash flow

Discount for type of property,
age of appraisal, and current status

10% - 47% (28%)

48,026 Discounted

cash flow

Discount for type of property,
age of appraisal, and current status

1% -26% (11%)

2,364 Discounted

cash flow

Discount for type of property,
age of appraisal, and current status

14% - 15% (14%)

16,308 Discounted

cash flow

Discount for type of property,
age of appraisal, and current status

6% - 10% (8%)

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

Fair Value Option

Old National may elect to report most financial instruments and certain other items at fair value on an instrument-
by-instrument basis with changes in fair value reported in net income. After the initial adoption, the election is
made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain
specified reconsideration events occur. The fair value election may not be revoked once an election is made.

Residential Loans Held For Sale

Old National has elected the fair value option for residential loans held for sale. For these loans, interest income is
recorded in the consolidated statements of income based on the contractual amount of interest income earned on the
financial assets (except any that are on nonaccrual status). None of these loans are 90 days or more past due, nor are
any on nonaccrual status. Included in the income statement is interest income for loans held for sale totaling $1.8
million in 2022, $1.5 million in 2021, and $2.0 million in 2020.

Newly originated conforming fixed-rate and adjustable-rate first mortgage loans are intended for sale and are hedged
with derivative instruments. Old National has elected the fair value option to mitigate accounting mismatches in
cases where hedge accounting is complex and to achieve operational simplification. The fair value option was not
elected for loans held for investment.

The difference between the aggregate fair value and the aggregate remaining principal balance for loans for which
the fair value option has been elected was as follows:

(dollars in thousands)
December 31, 2022
Residential loans held for sale

December 31, 2021
Residential loans held for sale

Aggregate
Fair Value

Difference

Contractual
Principal

11,926 $

221 $

11,705

35,458 $

1,342 $

34,116

Accrued interest at period end is included in the fair value of the instruments.

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The following table presents the amount of gains and losses from fair value changes included in income before
income taxes for financial assets carried at fair value:

(dollars in thousands)
Year Ended December 31, 2022
Residential loans held for sale

Year Ended December 31, 2021
Residential loans held for sale

Financial Instruments Not Carried at Fair Value

Other
Gains and
(Losses)

Interest
Income

Interest
(Expense)

Total Changes
in Fair Values
Included in
Current Period
Earnings

(1,127) $

10 $

(4) $

(1,121)

(2,139) $

2 $

(6) $

(2,143)

The carrying amounts and estimated fair values of financial instruments not carried at fair value were as follows:

(dollars in thousands)

Financial Assets
Cash, due from banks, money market,
and other interest-earning investments

Investment securities held-to-maturity:

U.S. government-sponsored entities and agencies

Mortgage-backed securities - Agency

State and political subdivisions

Loans, net:

Commercial

Commercial real estate

Residential real estate

Consumer credit

Accrued interest receivable

Financial Liabilities

Deposits:

Noninterest-bearing demand deposits
Checking, NOW, savings, and money market
interest-bearing deposits

Time deposits

Federal funds purchased and interbank borrowings

Securities sold under agreements to repurchase

FHLB advances

Other borrowings

Accrued interest payable

Standby letters of credit

Off-Balance Sheet Financial Instruments

Commitments to extend credit

Fair Value Measurements at December 31, 2022 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

728,412 $

— $

819,168

1,106,817

1,163,162

9,386,862

12,317,825

6,438,525

2,676,758

190,521

—

656,358

982,963

1,004,361

—

758

52,081

$ 11,930,798 $

11,930,798 $

20,056,252

3,013,780
581,489

432,804

3,829,018

743,003

19,547

755

—
581,489

432,804

—

— $

—

2,976,389

—

3,739,780

703,156

19,547

—

9,066,583

11,867,851

5,372,491

2,557,115

137,682

—

—
—

—

755

— $

3,666

126

(dollars in thousands)

Financial Assets
Cash, due from banks, money market,
and other interest-earning investments

Loans, net:

Commercial

Commercial real estate

Residential real estate

Consumer credit

Accrued interest receivable

Financial Liabilities

Deposits:

Noninterest-bearing demand deposits
Checking, NOW, savings, and money market
interest-bearing deposits

Time deposits

Federal funds purchased and interbank borrowings

Securities sold under agreements to repurchase

FHLB advances

Other borrowings

Accrued interest payable

Standby letters of credit
Off-Balance Sheet Financial Instruments

Commitments to extend credit

Fair Value Measurements at December 31, 2021 Using

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Carrying
Value

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

822,019 $

— $

—

3,363,175

6,315,574

2,245,942

1,569,814

84,109

—

688

—

35,790

3,335,009

6,211,854

2,216,900

1,582,600

47,631

$ 6,303,106 $

6,303,106 $

— $

11,305,676

960,413

276

392,275

1,886,019

296,670

5,496

454

—

276

392,275

—

968,658

—

1,935,140

311,532

5,496

—

454

— $

4,678

The methods utilized to measure the fair value of financial instruments at December 31, 2022 and 2021 represent an
approximation of exit price, however, an actual exit price may differ.

NOTE 19 – DERIVATIVE FINANCIAL INSTRUMENTS

As part of our overall interest rate risk management, Old National uses derivative instruments, including interest rate
swaps, collars, caps, and floors. The notional amount does not represent amounts exchanged by the parties. The
amount exchanged is determined by reference to the notional amount and the other terms of the individual
agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a
net basis.

Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. Old National’s
exposure is limited to the termination value of the contracts rather than the notional, principal, or contract
amounts. There are provisions in our agreements with the counterparties that allow for certain unsecured credit
exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, we
minimize credit risk through credit approvals, limits, and monitoring procedures.

Derivatives Designated as Hedges

Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as part of a hedging
relationship are accounted for in the following manner:

Cash flow hedges: changes in fair value are recognized as a component in other comprehensive income (loss).
Fair value hedges: changes in fair value are recognized concurrently in earnings.

As long as a hedging instrument is designated and the results of the effectiveness testing support that the instrument
qualifies for hedge accounting treatment, 100% of the periodic changes in fair value of the hedging instrument are
accounted for as outlined above. This is the case whether or not economic mismatches exist in the hedging
relationship. As a result, there is no periodic measurement or recognition of ineffectiveness. Rather, the full impact
of hedge gains and losses is recognized in the period in which the hedged transactions impact earnings.

127

The change in fair value of the hedging instrument that is included in the assessment of hedge effectiveness is
presented in the same income statement line item that is used to present the earnings effect of the hedged item.

Cash Flow Hedges

Interest rate swaps of certain borrowings were designated as cash flow hedges totaling $150.0 million notional
amount at both December 31, 2022 and December 31, 2021. Interest rate collars and floors related to variable-rate
commercial loan pools were designated as cash flow hedges totaling $1.9 billion notional amount at December 31,
2022 and $600.0 million notional amount at December 31, 2021. The hedges were determined to be effective during
all periods presented and we expect them to remain effective during the remaining terms.

Old National has designated its interest rate collars as cash flow hedges. The structure of these instruments is such
that Old National pays the counterparty an incremental amount if the collar index exceeds the cap rate. Conversely,
Old National receives an incremental amount if the index falls below the floor rate. No payments are required if the
collar index falls between the cap and floor rates.

Old National has designated its interest rate floor transactions as cash flow hedges. The structure of these
instruments is such that Old National receives an incremental amount if the index falls below the floor strike rate.
No payments are required if the index remains above the floor strike rate.

Fair Value Hedges

Interest rate swaps of certain borrowings were designated as fair value hedges totaling $300.0 million notional
amount at December 31, 2022 and $377.5 million notional amount at December 31, 2021. Interest rate swaps of
certain available-for-sale investment securities were designated as fair value hedges totaling $910.0 million notional
amount at both December 31, 2022 and December 31, 2021. The hedges were determined to be effective during all
periods presented and we expect them to remain effective during the remaining terms.

The following table summarizes Old National’s derivatives designated as hedges:

(dollars in thousands)

Cash flow hedges:

December 31, 2022

December 31, 2021

Fair Value

Notional

Assets (1)

Liabilities (2)

Notional

Assets (1)

Liabilities (2)

Interest rate collars and floors on loan pools
Interest rate swaps on borrowings (3)

Fair value hedges:

Interest rate swaps on investment securities (3)
Interest rate swaps on borrowings (3)

$ 1,900,000 $

11,764 $

47,859 $ 600,000 $

459 $

150,000

909,957

300,000

—

150,000

4,316

909,957

377,500

10,961

2,475

2,173

—

14,643

Total

11,764 $

47,859

18,211 $

16,912

(1) Derivative assets are included in other assets on the balance sheet.
(2) Derivative liabilities are included in other liabilities on the balance sheet.
(3) The fair values of certain counterparty interest rate swaps are zero due to the settlement of centrally cleared variation margin

rules.

128

The effect of derivative instruments in fair value hedging relationships on the consolidated statements of income
were as follows:

(dollars in thousands)

Derivatives in
Fair Value Hedging
Relationships

Year Ended
December 31, 2022

Interest rate contracts

Location of Gain or
(Loss) Recognized in
Income on Derivative

Gain (Loss)
Recognized
in Income on
Derivative

Hedged Items
in Fair Value
Hedging
Relationships

Location of Gain or
(Loss) Recognized in
in Income on Related
Hedged Item

Gain (Loss)
Recognized
in Income on
Related
Hedged
Items

Interest income/(expense)

(6,245)

Fixed-rate debt

Interest income/(expense)

6,585

Interest rate contracts

Interest income/(expense)

Fixed-rate
investment
securities

157,741

151,496

Interest income/(expense)

(158,431)

(151,846)

Total

Year Ended
December 31, 2021

Interest rate contracts

Total

Year Ended
December 31, 2020

Interest rate contracts

Interest income/(expense)

(6,413)

Fixed-rate debt

Interest income/(expense)

6,296

Interest rate contracts

Interest income/(expense)

(4,656)

Fixed-rate
investment
securities

Interest income/(expense)

4,954

11,250

(11,069)

Interest income/(expense)

7,238

Fixed-rate debt

Interest income/(expense)

(7,283)

Interest rate contracts

Interest income/(expense)

Total

973

8,211

Fixed-rate
investment
securities

Interest income/(expense)

(967)

(8,250)

The effect of derivative instruments in cash flow hedging relationships on the consolidated statements of income
were as follows:

Derivatives in
Cash Flow Hedging
Relationships

Location of Gain or
(Loss) Reclassified
from AOCI into Income

Years Ended December 31,

2022

2021

2020

2022

2021

2020

Gain (Loss)
Recognized in Other
Comprehensive
Income on Derivative

Gain (Loss)
Reclassified from
AOCI into
Income

Interest rate contracts

Interest income/(expense)

(45,132) $

1,898 $

8,261 $

(2,587) $

4,605 $

5,153

Amounts reported in AOCI related to cash flow hedges will be reclassified to interest income or interest expense as
interest payments are received or paid on Old National’s derivative instruments. During the next 12 months, we
estimate that $4.5 million will be reclassified to interest income and $24.6 million will be reclassified to interest
expense.

Derivatives Not Designated as Hedges

Commitments to fund certain mortgage loans (interest rate lock commitments) and forward commitments for the
future delivery of mortgage loans to third party investors are considered derivatives. These derivative contracts do
not qualify for hedge accounting. At December 31, 2022, the notional amounts of the interest rate lock
commitments were $21.4 million and forward commitments were $30.3 million. At December 31, 2021, the
notional amounts of the interest rate lock commitments were $90.7 million and forward commitments were $126.1
million. It is our practice to enter into forward commitments for the future delivery of residential mortgage loans to
third party investors when interest rate lock commitments are entered into in order to economically hedge the effect
of changes in interest rates resulting from our commitment to fund the loans.

Old National also enters into derivative instruments for the benefit of its clients. The notional amounts of these
customer derivative instruments and the offsetting counterparty derivative instruments were $5.2 billion at
December 31, 2022. The notional amounts of these customer derivative instruments and the offsetting counterparty
derivative instruments were $2.4 billion at December 31, 2021. These derivative contracts do not qualify for hedge

129

accounting. These instruments include interest rate swaps, caps, and collars. Commonly, Old National will
economically hedge significant exposures related to these derivative contracts entered into for the benefit of clients
by entering into offsetting contracts with approved, reputable, independent counterparties with substantially
matching terms.

Old National enters into derivative financial instruments as part of its foreign currency risk management
strategies. These derivative instruments consist of foreign currency forward contracts to accommodate the business
needs of its clients. Old National does not designate these foreign currency forward contracts for hedge accounting
treatment.

The following table summarizes Old National’s derivatives not designated as hedges:

December 31, 2022

December 31, 2021

Fair Value

(dollars in thousands)

Interest rate lock commitments

Forward mortgage loan contracts

Customer interest rate swaps
Counterparty interest rate swaps (3)
Customer foreign currency forward contracts

Counterparty foreign currency forward contracts

Notional

Assets (1)

Liabilities (2)

Notional

Assets (1)

21,401 $

93 $

30,330

5,220,363

8,341

8,297

5,676

151,111

253

— $
—

90,731 $

126,107

326,924

2,433,177

5,711

2,433,177

168

10,292

10,205

Liabilities (2)
—

2,352 $

242

52,439

583

399

—

11,658

12,956

—

346

Total

$ 157,237 $

332,845

56,015 $

24,960

rules.

The effect of derivatives not designated as hedging instruments on the consolidated statements of income were as
follows:

(dollars in thousands)

Derivatives Not Designated as
Hedging Instruments

Interest rate contracts (1)

Mortgage contracts

Foreign currency contracts

Other income/(expense)

Mortgage banking revenue

Location of Gain or (Loss)
Recognized in Income on
Derivative

Years Ended December 31,

2022

2021

2020

Gain (Loss)
Recognized in Income on
Derivative

Other income/(expense)

883 $

279 $

(2,468)

(4,446)

(104)

(551)

5,692

Total

(1,487) $

(4,271) $

5,154

(1)

Includes the valuation differences between the customer and offsetting swaps.

NOTE 20 – COMMITMENTS, CONTINGENCIES, AND FINANCIAL GUARANTEES

Litigation

In the normal course of business, Old National Bancorp and its subsidiaries are subject to pending and threatened
litigation, claims, investigations, and legal and administrative cases and proceedings. Certain of the actual or
threatened legal actions may include claims for compensatory damages or claims for indeterminate amounts of
damages.

Old National contests liability and/or the amount of damages as appropriate in each pending matter. In view of the
inherent difficulty of predicting the outcome of such matters, particularly in cases where claimants seek
indeterminate damages or where investigations and proceedings are in the early stages, Old National cannot predict
with certainty the loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when
they will ultimately be resolved, or what the eventual settlement, or other relief, if any, might be. Subject to the
foregoing, Old National believes, based on current knowledge and after consultation with counsel, that the outcome
of such pending matters are not expected to have a material adverse effect on the consolidated financial condition of
Old National, although the outcome of such matters could be material to Old National’s operating results and cash

130

flows for a particular future period, depending on, among other things, the level of Old National’s revenues or
income for such period. Old National will accrue for a loss contingency if (1) it is probable that a future event will
occur and confirm the loss and (2) the amount of the loss can be reasonably estimated.

Old National is not currently involved in any material litigation.

Credit-Related Financial Instruments

Old National holds instruments, in the normal course of business with clients, that are considered financial
guarantees and are recorded at fair value. Standby letters of credit guarantees are issued in connection with
agreements made by clients to counterparties. Standby letters of credit are contingent upon failure of the client to
perform the terms of the underlying contract. Credit risk associated with standby letters of credit is essentially the
same as that associated with extending loans to clients and is subject to normal credit policies. The term of these
standby letters of credit is typically one year or less. These commitments are not recorded in the consolidated
financial statements.

The following table summarizes Old National Bank’s unfunded loan commitments and standby letters of credit:

(dollars in thousands)

Unfunded loan commitments
Standby letters of credit (1)

December 31,

2022

2021

8,979,334 $

4,489,238

174,070

75,726

(1) Notional amount, which represents the maximum amount of future funding requirements. The carrying value was $0.8

million at December 31, 2022 and $0.5 million at December 31, 2021.

At December 31, 2022, approximately 5% of the unfunded loan commitments had fixed rates, with the remainder
having floating rates ranging from 0% to 21%. The allowance for unfunded loan commitments totaled $32.2 million
at December 31, 2022 and $10.9 million at December 31, 2021. The increase in the allowance for credit losses on
unfunded loan commitments was driven by the merger with First Midwest as well as organic loan growth.

Old National is a party in risk participation transactions of interest rate swaps, which had total notional amounts of
$398.9 million at December 31, 2022 and $97.7 million at December 31, 2021.

Visa Class B Restricted Shares

In 2008, Old National received Visa Class B restricted shares as part of Visa’s initial public offering. These shares
are transferable only under limited circumstances until they can be converted into the publicly traded Class A
common shares. This conversion will not occur until the final settlement of certain litigation for which Visa is
indemnified by the holders of Visa’s Class B shares, including Old National. Visa funded an escrow account from
its initial public offering to settle these litigation claims. Increases in litigation claims requiring Visa to fund the
escrow account due to insufficient funds will result in a reduction of the conversion ratio of each Visa Class B share
to unrestricted Class A shares. As of December 31, 2022, the conversion ratio was 1.5991. Based on the existing
transfer restriction and the uncertainty of the outcome of the Visa litigation, the 65,466 Class B shares that Old
National owns at December 31, 2022 are carried at a zero cost basis and are included in other assets with our equity
securities that have no readily determinable fair value.

NOTE 21 – REGULATORY RESTRICTIONS

Restrictions on Cash and Due from Banks

Prior to March 2020, Old National’s subsidiary bank was required to maintain reserve balances on hand and with the
Federal Reserve Bank that are interest-bearing and unavailable for investment purposes. The Federal Reserve Board
reduced reserve requirement ratios to 0% effective March 26, 2020. This action effectively eliminated reserve
requirements for all depository institutions. Old National had no cash and due from banks which was held as
collateral for collateralized swap positions at December 31, 2022 and $14.6 million at December 31, 2021.

Restrictions on Transfers from Bank Subsidiary

Regulations limit the amount of dividends a bank subsidiary can declare in any calendar year without obtaining prior
regulatory approval. Prior regulatory approval is required if dividends to be declared in any calendar year would

131

exceed the total of net income of the current year combined with retained net income for the preceding two years.
Prior regulatory approval to pay dividends was not required in 2020, 2021, or 2022 and is not currently required. A
bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered
“undercapitalized” (as defined by reference to the OCC’s capital regulations).

Restrictions on the Payment of Dividends

Old National has traditionally paid a quarterly dividend to common shareholders. The payment of dividends is
subject to legal and regulatory restrictions. Any payment of dividends in the future will depend, in large part, on
Old National’s earnings, capital requirements, financial condition, and other factors considered relevant by our
Board of Directors.

Capital Adequacy

Old National and Old National Bank are subject to various regulatory capital requirements administered by federal
banking agencies. Failure to meet minimum capital requirements can elicit certain mandatory actions by regulators
that, if undertaken, could have a direct material effect on Old National’s financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, Old National and Old National
Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-
balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also
subject to qualitative judgments by regulators about components, risk weightings, and other factors. Prompt
corrective action provisions are not applicable to bank holding companies. Quantitative measures established by
regulation to ensure capital adequacy require Old National and Old National Bank to maintain minimum amounts
and ratios as set forth in the following tables.

At December 31, 2022, Old National and Old National Bank each exceeded the capital ratios required to be
considered “well-capitalized” under applicable regulations.

132

The following table summarizes capital ratios for Old National and Old National Bank:

(dollars in thousands)

December 31, 2022

Total capital to risk-weighted
assets

Old National Bancorp

Old National Bank

Common equity Tier 1 capital
to risk-weighted assets
Old National Bancorp

Old National Bank

Tier 1 capital to risk-weighted
assets

Old National Bancorp

Old National Bank

Tier 1 capital to average assets

Old National Bancorp

Old National Bank

December 31, 2021

Total capital to risk-weighted
assets

Old National Bancorp

Old National Bank

Common equity Tier 1 capital
to risk-weighted assets
Old National Bancorp

Old National Bank

Tier 1 capital to risk-weighted
assets

Old National Bancorp

Old National Bank

Tier 1 capital to average assets

Old National Bancorp

Old National Bank

Actual

Amount

Ratio

Regulatory Minimum (1)
Amount

Ratio

Prompt Corrective Action
“Well Capitalized”
Guidelines (2)

Amount

Ratio

$ 4,321,716

12.02 % $ 3,774,845

10.50 % $ 3,595,090

10.00 %

4,063,363

11.35

3,759,671

10.50

3,580,639

10.00

3,605,393

3,817,402

10.03

10.66

2,516,563

2,506,448

3,849,112

3,817,402

10.71

10.66

3,055,827

3,043,544

3,849,112

3,817,402

8.52

8.47

1,808,108

1,803,426

7.00

8.50

4.00

N/A

2,327,416

6.50

2,157,054

2,864,512

6.00

8.00

N/A

2,254,282

5.00

$ 2,119,176

12.77 % $ 1,741,789

10.50 % $ 1,658,847

10.00 %

2,119,405

12.82

1,735,385

10.50

1,652,748

10.00

1,998,056

2,040,285

12.04

12.34

1,161,193

1,156,923

1,998,056

2,040,285

12.04

12.34

1,410,020

1,404,835

1,998,056

2,040,285

8.59

8.81

930,318

926,821

7.00

8.50

4.00

N/A

1,074,286

6.50

995,308

1,322,198

6.00

8.00

N/A

1,158,526

5.00

(1) “Regulatory Minimum” capital ratios include the 2.5% “capital conservation buffer” required under the Basel III Capital

Rules.

(2) “Well-capitalized” minimum common equity Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets ratios

are not formally defined under applicable banking regulations for bank holding companies.

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to
delay the estimated impact on regulatory capital stemming from the implementation of CECL. The final rules
provide banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital,
relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period
(five-year transition option). Old National adopted the capital transition relief over the permissible five-year period.

133

NOTE 22 – PARENT COMPANY FINANCIAL STATEMENTS

The following are the condensed parent company only financial statements of Old National:

OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS

(dollars in thousands)

Assets

Deposits in affiliate bank

Equity securities

Investment securities - available-for-sale

Investment in affiliates:

Banking subsidiaries

Non-banks

Goodwill

Other assets

Total assets

Liabilities and Shareholders' Equity

Other liabilities

Other borrowings

Shareholders' equity

December 31,

2022

2021

418,959 $

102,953

30,717

16,814

3,257

13,888

5,000,153

3,053,575

44,938

59,506

135,025

4,949

—

83,531

5,706,112 $

3,262,153

92,758 $

484,759

5,128,595

36,582

213,553

3,012,018

Total liabilities and shareholders' equity

5,706,112 $

3,262,153

OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME

(dollars in thousands)

Income

Dividends from affiliates

Other income

Other income from affiliates

Total income

Expense

Interest on borrowings

Other expenses

Total expense

Income (loss) before income taxes and equity
in undistributed earnings of affiliates

Income tax expense (benefit)

Income (loss) before equity in undistributed
earnings of affiliates

Equity in undistributed earnings of affiliates

Net income

Preferred dividends

Years Ended December 31,

2022

2021

2020

— $

125,000 $

230,000

1,733

1,738

16,662

37,629

54,291

(52,553)

(9,901)

(42,652)

470,939

428,287

(14,118)

3,364

4,196

128,369

234,201

8,285

13,951

22,236

106,133

(5,113)

111,246

166,292

277,538

—

8,649

16,351

25,000

209,201

(5,317)

214,518

11,891

226,409

—

Net income applicable to common shareholders

414,169 $

277,538 $

226,409

134

OLD NATIONAL BANCORP (PARENT COMPANY ONLY)
CONDENSED STATEMENT OF CASH FLOWS

(dollars in thousands)

Cash Flows From Operating Activities

Net income

Adjustments to reconcile net income to cash
provided by operating activities:

Depreciation

Share-based compensation expense

(Increase) decrease in other assets

Increase (decrease) in other liabilities

Equity in undistributed earnings of affiliates

Net cash flows provided by (used in) operating activities

Cash Flows From Investing Activities

Net cash and cash equivalents of acquisitions

Proceeds from sales of investment securities

Proceeds from sales of equity securities

Purchases of investment securities

Proceeds from sales of premises and equipment

Purchases of premises and equipment

Years Ended December 31,

2022

2021

2020

428,287 $

277,538 $

226,409

28,656

(40,620)

10,455

(470,939)

(44,135)

573,099

—

44,038

(9,000)

—

7,497

10,213

(4,918)

(166,292)

124,068

—

1,000

540

(15)

—

(3)

7,707

(625)

1,084

(11,891)

222,730

—

4,431

(10,073)

354

(354)

(5,642)

(10,310)

(92,946)

(82,358)

577

Net cash flows provided by (used in) investing activities

608,137

1,522

Cash Flows From Financing Activities

Payments for maturities/redemptions of other borrowings

Cash dividends paid

Common stock repurchased

Common stock issued

—

(177,623)

(71,182)

809

—

(92,829)

(3,731)

583

Net cash flows provided by (used in) financing activities

(247,996)

(95,977)

(185,037)

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

316,006

102,953

29,613

73,340

418,959 $

102,953 $

32,051

41,289

73,340

NOTE 23 – SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing
performance. Old National Bank, Old National’s bank subsidiary, is the only significant subsidiary upon which
management makes decisions regarding how to allocate resources and assess performance. Each of the banking
centers of Old National Bank provide a group of similar community banking services, including such products and
services as commercial, real estate and consumer loans; time deposits; checking and savings accounts; cash
management; and brokerage, trust, and investment advisory services. The individual banking centers located
throughout our Midwest region footprint have similar operating and economic characteristics. While the chief
decision maker monitors the revenue streams of the various products, services, and regional locations, operations are
managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all of the community
banking services and banking center locations are considered by management to be aggregated into one reportable
operating segment, community banking.

135

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Old National’s principal executive officer and principal financial
officer have concluded that Old National’s disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and
procedures as of the end of the period covered by this annual report on Form 10-K, are effective at the reasonable
assurance level as discussed below to ensure that information required to be disclosed by Old National in the reports
it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC and that such information is accumulated and
communicated to Old National’s management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting and the attestation report of Crowe LLP, Old
National’s independent registered public accounting firm, on Old National’s internal control over financial reporting
are set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Limitations on the Effectiveness of Controls. Management, including the principal executive officer and principal
financial officer, does not expect that Old National’s disclosure controls and internal controls will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or
more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future
events, and there can be only reasonable assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, the system of controls may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting. There were no changes in Old National’s internal control
over financial reporting that occurred during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, Old National’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Annual Incentive Compensation Plan

On February 21, 2023, the Talent Development and Compensation Committee approved and recommended to the
Board for approval, and on February 22, 2023, the Board approved, the Annual Incentive Compensation Plan
(“AICP”). The purpose of the AICP is to provide an incentive to attract, retain, and reward selected employees of the
Company to contribute to the Company’s growth, profitability, and success. The AICP replaces the Old National
Bancorp Short-Term Incentive Compensation Plan for Key Executives. The AICP will be used as the Company’s
annual bonus plan for executives in 2023 and in future years.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

136

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s executive officers are elected annually by the Board of Directors. Certain information regarding the
Company’s executive officers is set forth below:

Name

Chady M. AlAhmar

Nicholas J. Chulos

Scott J. Evernham

Brendon B. Falconer

John V. Moran, IV

Angela L. Putnam

James C. Ryan, III

Mark G. Sander

James A. Sandgren

Michael L. Scudder

Brent R. Tischler

Kendra L. Vanzo

Positions and Offices

Chief Executive Officer, Wealth Management of the Company since January 2020.
Previously, Senior Vice President and Head of Strategy and Business Development of
U.S. Bank from December 2013 to January 2020.

Chief Legal Officer and Corporate Secretary of the Company since February 2022.
Previously, Executive Vice President, General Counsel and Corporate Secretary of First
Midwest from January 2013 to February 2022.

Chief Risk Officer of the Company since August 2019. Previously, Executive Vice
President, Wealth Management from May 2016 to August 2019. President of Old
National Insurance from December 2014 to May 2016. Senior Vice President, Assistant
General Counsel from October 2012 to December 2014.

Chief Financial Officer of the Company since May 2019. Previously, Senior Vice
President and Treasurer of the Company from November 2016 to May 2019. Senior
Vice President and Director of Credit Operations from March 2013 to November 2016.
Loss Share President from January 2012 to March 2013. Vice President and Bank
Controller from April 2009 to January 2012.

Chief Strategy Officer of the Company since 2021. Previously, Chief Financial Officer
for NBT Bancorp from 2019 to 2021. Director of Corporate Development and Strategy
of the Company from 2017 to 2019. Senior Equity Analyst at Macquarie Capital (USA)
from 2010 to 2017.

Chief Accounting Officer of the Company since February 2022. Previously, Senior
Vice President and Chief Accounting Officer of First Midwest from December 2014 to
February 2022. Vice President and Financial Reporting Manager of First Midwest from
April 2013 to November 2014. Director in the Assurance Services practice of
McGladrey LLP from September 2006 to April 2013.

Chief Executive Officer of the Company since May 2019. Chairman and CEO of the
Company from May 2019 to February 2022. Senior Executive Vice President and Chief
Financial Officer of the Company from May 2016 to May 2019. Director of Corporate
Development and Mortgage Banking of the Company from July 2009 to May 2016,
Integration Executive of the Company from February 2006 to July 2009. Treasurer of
the Company from March 2005 to February 2007.

President and Chief Operating Officer of the Company since February 2022.
Previously, President and Chief Operating Officer of First Midwest from 2019 to
February 2022. Director at First Midwest from 2014 to February 2022. Senior
Executive Vice President and Chief Operating Officer of First Midwest from 2011 to
2019. Previously held executive level positions in Commercial Banking with
Associated Banc-Corp, Bank of America, and LaSalle Bank.

Chief Executive Officer, Commercial Banking of the Company since February 2022.
Previously, President and Chief Operating Officer of the Company from May 2016 to
February 2022. Executive Vice President and Chief Banking Officer of the Company
from April 2014 to May 2016. Executive Vice President and Regional CEO of the
Company from May 2007 to April 2014. Executive Vice President and Southern
Division Chief Credit Officer from January 2004 to May 2007.

Executive Chairman of the Board of Directors of the Company since February 2022.
Previously, Chairman and CEO of First Midwest from November 2017 to February
2022. President and Chief Executive Officer of First Midwest from September 2008 to
November 2017. President and Chief Operating Officer of First Midwest from May
2007 to September 2008. Executive Vice President and Chief Financial Officer of First
Midwest from January 2002 to May 2007.

Chief Executive Officer, Community Banking of the Company since August 2022.
Previously, Executive Vice President and Head of Retail Banking at Associated Bank
from June 2016 to August 2022. Executive Vice President and Head of Payments &
Direct Channels at Associated Bank from February 2014 to May 2016. Senior Vice
President and Director of Channel Optimization at Associated Bank from April 2011 to
January 2014.

Chief Administrative Officer of the Company since March 2021. Executive Vice
President, Chief Administrative Officer of the Company from January 2020 to March
2021. Executive Vice President and Chief People Officer from May 2018 to January
2020. Executive Vice President, Associate Engagement and Integrations Officer from
June 2014 to May 2018. Executive Vice President and Chief Human Resources
Officer from January 2010 to June 2014. Senior Vice President and Chief Human
Resources Officer from March 2007 to January 2010.

Age
48

137

Additional information required in response has been omitted from this report pursuant to General Instruction G(3)
of Form 10-K as Old National will file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2022. The applicable
information appearing in the Proxy Statement for the 2023 annual meeting is incorporated by reference.

Old National has adopted a code of ethics that applies to directors, officers, and all other employees including Old
National’s principal executive officer, principal financial officer, and principal accounting officer. The text of the
code of ethics is available on Old National’s Internet website at www.oldnational.com or in print to any shareholder
who requests it. Old National intends to post information regarding any amendments to, or waivers from, its code of
ethics on its Internet website.

ITEM 11. EXECUTIVE COMPENSATION

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will
file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, not later than 120 days after December 31, 2022. The applicable information appearing in our Proxy
Statement for the 2023 annual meeting is incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

This information is omitted from this report (with the exception of the “Equity Compensation Plan Information”)
pursuant to General Instruction G(3) of Form 10-K as Old National will file with the SEC its definitive Proxy
Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days
after December 31, 2022. The applicable information appearing in the Proxy Statement for the 2023 annual meeting
is incorporated by reference.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains information concerning the ICP approved by the Company’s shareholders, as of
December 31, 2022.

Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a)

Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)

3,955,153

$17.46

9,103,611

—
3,955,153

—
$17.46

—
9,103,611

Plan Category
Equity compensation plans
approved by security holders

Equity compensation plans not
approved by security holders

Total

At December 31, 2022, 9.1 million shares remain available for issuance under the ICP.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will
file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, not later than 120 days after December 31, 2022. The applicable information appearing in the Proxy
Statement for the 2023 annual meeting is incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

This information is omitted from this report pursuant to General Instruction G(3) of Form 10-K as Old National will
file with the SEC its definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934,
as amended, not later than 120 days after December 31, 2022. The applicable information appearing in the Proxy
Statement for the 2023 annual meeting is incorporated by reference.

138

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

PART IV

The following consolidated financial statements of the registrant and its subsidiaries are filed as part of this
report under “Item 8. Financial Statements and Supplementary Data.”

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets – December 31, 2022 and 2021
Consolidated Statements of Income – Years Ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Income (Loss) – Years Ended December 31, 2022, 2021, and
2020
Consolidated Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2022, 2021, and
2020
Consolidated Statements of Cash Flows – Years Ended December 31, 2022, 2021, and 2020
Notes to Consolidated Financial Statements

Financial Statements Schedules

The schedules for Old National and its subsidiaries are omitted because of the absence of conditions under
which they are required, or because the information is set forth in the consolidated financial statements or the
notes thereto.

Exhibits

The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are as
follows:

Exhibit
Number

2.1

3.1

3.2

3.3

3.4

3.5

3.6

Agreement and Plan of Merger dated as of May 30, 2021 by and between Old National and
First Midwest Bancorp, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021).

Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30,
2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 18, 2020).

Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old
National authorizing additional shares of Old National capital stock (incorporated by
reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 16, 2022).

Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old
National designating the New Old National Series A Preferred Stock (incorporated by
reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 16, 2022).

Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old
National designating the New Old National Series C Preferred Stock (incorporated by
reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 16, 2022).

Amended and Restated By-Laws of Old National, amended April 30, 2020 (incorporated by
reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 18, 2020).

By-Laws Amendment to Amended and Restated By-Laws of Old National (incorporated by
reference to Exhibit 3.6 of Old National’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 16, 2022).

139

4.1

4.2

4.3

4.4

4.5

4.6

4.7

10.1(1)

10.2(1)

10.3(1)

10.4(1)

10.5(1)

10.6(1)

10.7(1)

10.8(1)

10.9(1)

Description of Old National Bancorp capital stock.

Description of Old National Bancorp debt securities (incorporated by reference to Exhibit 4.2
of Old National’s Annual Report on Form 10-K for the year ended December 31, 2019).

Deposit Agreement (Series A), dated February 15, 2022, among Old National, Continental
Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of
the depositary receipts described therein (incorporated by reference to Exhibit 4.1 of Old
National’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 16, 2022).

Deposit Agreement (Series C), dated February 15, 2022, among Old National, Continental
Stock Transfer & Trust Company, acting as depositary, and the holders from time to time of
the depositary receipts described therein (incorporated by reference to Exhibit 4.2 of Old
National’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 16, 2022).

Form of Depositary Receipt-Series A (incorporated by reference to Exhibit 4.3 (included as
part of Exhibit 4.1) of Old National’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 16, 2022).

Form of Depositary Receipt-Series C (incorporated by reference to Exhibit 4.4 (included as
part of Exhibit 4.2) of Old National’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 16, 2022).

Certain instruments defining the rights of holders of long-term debt securities of Old National
and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The
Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such
instruments.

Form of 2019 Internal Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10(r) of Old National’s Annual
Report on Form 10-K for the year ended December 31, 2018).

Form of 2019 Relative Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10(s) of Old National’s Annual
Report on Form 10-K for the year ended December 31, 2018).

Form of 2019 Restricted Stock Award Agreement between Old National and certain key
associates (incorporated by reference to Exhibit 10(t) of Old National’s Annual Report on
Form 10-K for the year ended December 31, 2018).

Form of 2020 Internal Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10.20 of Old National’s Annual
Report on Form 10-K for the year ended December 31, 2019).

Form of 2020 Relative Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10.21 of Old National’s Annual
Report on Form 10-K for the year ended December 31, 2019).

Form of 2020 Restricted Stock Award Agreement between Old National and certain key
associates (incorporated by reference to Exhibit 10.22 of Old National’s Annual Report on
Form 10-K for the year ended December 31, 2019).

Old National Bancorp Amended and Restated 2020 Directors Deferred Compensation Plan
(incorporated by reference to Exhibit 10.23 of Old National’s Annual Report on Form 10-K
for the year ended December 31, 2019).

First Amendment of the Old National Bancorp Amended and Restated 2020 Directors
Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Directors
Deferred Compensation Plan.

10.10(1)

Old National Bancorp Amended and Restated 2020 Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.24 of Old National’s Annual Report on Form 10-K
for the year ended December 31, 2019).

140

10.11(1)

10.12(1)

10.13(1)

10.14(1)

10.15(1)

10.16(1)

10.17(1)

10.18(1)

10.19(1)

10.20(1)

10.21(1)

10.22(1)

10.23(1)

10.24(1)

10.25(1)

10.26(1)

10.27(1)

10.28(1)

First Amendment of the Old National Bancorp Amended and Restated 2020 Executive
Deferred Compensation Plan.

Second Amendment of the Old National Bancorp Amended and Restated 2020 Executive
Deferred Compensation Plan.

Third Amendment of the Old National Bancorp Amended and Restated 2020 Executive
Deferred Compensation Plan.

First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors.

Amendment of the First Midwest Bancorp, Inc. Deferred Compensation Plan for
Nonemployee Directors.

First Midwest Bancorp, Inc. Nonqualified Retirement Plan.

Amendment of the First Midwest Bancorp, Inc. Nonqualified Retirement Plan.

First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan.

Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan
(incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 27, 2017).

Amendment of the Old National Bancorp Amended and Restated 2008 Incentive
Compensation Plan (incorporated by reference to Appendix I of Old National’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on March 8, 2021).

Second Amendment of the Old National Bancorp Amended and Restated 2008 Incentive
Compensation Plan (incorporated by reference to Appendix III of Old National’s Definitive
Proxy Statement filed with the Securities and Exchange Commission on April 8, 2022).

Old National Bancorp Annual Incentive Compensation Plan.

Form of Employment Agreement dated as of March 10, 2021 between Old National and each
of its named executive officers, James C. Ryan III; James A. Sandgren; Brendon B. Falconer;
Jeffrey L. Knight; and Kendra L. Vanzo (incorporated by reference to Exhibit 10.1 of Old
National’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on March 11, 2021).

Form of 2021 Internal Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10.1 of Old National’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on April 28,
2021).

Form of 2021 Relative Performance Units Award Agreement between Old National and
certain key associates (incorporated by reference to Exhibit 10.2 of Old National’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on April 28,
2021).

Form of 2021 Restricted Stock Award Agreement between Old National and certain key
associates (incorporated by reference to Exhibit 10.3 of Old National’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on April 28, 2021).

Stock Purchase and Dividend Reinvestment Plan (incorporated by reference to Old
National’s Registration Statement on Form S-3, Registration No. 333-258774 filed with the
Securities and Exchange Commission on August 13, 2021).

Form of 2022 Relative TSR Performance Units Award Agreement between Old National and
certain key associates pursuant to the Old National Bancorp Amended and Restated 2008
Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.1
of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 4, 2022).

141

10.29(1)

10.30(1)

10.31(1)

10.32(1)

10.33(1)

10.34(1)

10.35(1)

10.36(1)

10.37(1)

10.38(1)

10.39(1)

10.40(1)

23.1

31.1

31.2

32.1

32.2

Form of 2022 ROATCE Performance Units Award Agreement between Old National and
certain key associates pursuant to the Old National Bancorp Amended and Restated 2008
Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.2
of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 4, 2022).

Form of 2022 Restricted Stock Award Agreements between Old National and certain key
associates pursuant to the Old National Bancorp Amended and Restated 2008 Incentive
Compensation Plan, as further amended (incorporated by reference to Exhibit 10.3 of Old
National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 4, 2022).

Form of 2022 Performance Units Integration Award Agreement between Old National and
certain key associates pursuant to the Old National Bancorp Amended and Restated 2008
Incentive Compensation Plan, as further amended (incorporated by reference to Exhibit 10.4
of Old National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 4, 2022).

Form of 2022 Letter Agreement between Old National and certain key employees providing
for a cash retention and integration award (incorporated by reference to Exhibit 10.5 of Old
National’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on May 4, 2022).

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James C.
Ryan III (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 2, 2021).

Letter Agreement, dated May 30, 2021, by and between Old National Bancorp and James A.
Sandgren (incorporated by reference to Exhibit 10.2 of Old National’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 2, 2021).

Employment Agreement, amended and restated as of January 18, 2019, by and between First
Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Michael L. Scudder.

Confidentiality and Restrictive Covenants Agreement, dated as of June 18, 2018, by and
between the First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and
Michael L. Scudder.

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc. (as
predecessor to Old National Bancorp) and Michael L. Scudder.

Employment Agreement, dated as of January 18, 2019, by and between First Midwest
Bancorp, Inc. (as predecessor to Old National Bancorp) and Mark G. Sander.

Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and
between the First Midwest Bancorp, Inc. (as predecessor to Old National Bancorp) and Mark
G. Sander.

Letter Agreement, dated May 30, 2021, by and between First Midwest Bancorp, Inc. (as
predecessor to Old National Bancorp) and Mark G. Sander.

Subsidiaries of Old National Bancorp

Consent of Crowe LLP

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

142

101

The following materials from Old National Bancorp’s Annual Report on Form 10-K Report
for the year ended December 31, 2022, formatted in inline XBRL: (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements
of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in
Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to
Consolidated Financial Statements.

104

The cover page from Old National’s Annual Report on Form 10-K Report for the year ended
December 31, 2022, formatted in inline XBRL and contained in Exhibit 101.

(1) Management contract or compensatory plan or arrangement

ITEM 16. FORM 10-K SUMMARY

None.

143

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Old National has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

OLD NATIONAL BANCORP

By:

/s/ James C. Ryan, III

James C. Ryan, III,

Chief Executive Officer
(Principal Executive Officer)

Date:

February 22, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on
February 22, 2023, by the following persons on behalf of Old National and in the capacities indicated.

By:

/s/ Brendon B. Falconer

Brendon B. Falconer,

By:

/s/ Thomas E. Salmon

Thomas E. Salmon, Director

Senior Executive Vice President and Chief
Financial Officer (Principal Financial Officer)

By:

/s/ Michael L. Scudder

Michael L. Scudder, Executive Chairman

By:

/s/ Barbara A. Boigegrain

Barbara A. Boigegrain, Director

By:

/s/ Rebecca S. Skillman

Rebecca S. Skillman, Lead Independent

Director

By:

/s/ Michael J. Small

Michael J. Small, Director

By:

/s/ Derrick J. Stewart

Derrick J. Stewart, Director

By:

/s/ Stephen C. Van Arsdell

Stephen C. Van Arsdell, Director

By:

/s/ Katherine E. White

Katherine E. White, Director

By:

/s/ Angela L. Putnam

Angela L. Putnam,

Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)

By:

/s/ Thomas L. Brown

Thomas L. Brown, Director

By:

/s/ Kathryn J. Hayley

Kathryn J. Hayley, Director

By:

/s/ Peter J. Henseler

Peter J. Henseler, Director

By:

/s/ Daniel S. Hermann

Daniel S. Hermann, Director

By:

/s/ Ryan C. Kitchell

Ryan C. Kitchell, Director

By:

/s/ Austin M. Ramirez

Austin M. Ramirez, Director

By:

/s/ Ellen A. Rudnick

Ellen A. Rudnick, Director

By:

/s/ James C. Ryan, III

James C. Ryan, III,
Director and Chief Executive Officer
(Principal Executive Officer)

144

OLD NATIONAL BANCORP BOARD OF DIRECTORS

Barbara A. Boigegrain
Former Chief Executive Officer
& General Secretary
Wespath Benefits and Investments

Thomas L. Brown
Former Senior Vice President
& Chief Financial Officer
RLI Corp.
Former Partner
PricewaterhouseCoopers LLP

Kathryn J. Hayley
Chief Executive Officer
Rosewood Advisory Services, LLC
Former Executive Vice President
UnitedHealthcare

Peter J. Henseler
Chairman
TOMY International

Daniel S. Hermann
Founding Partner
Lechwe Holdings, LLC
Former Chief Executive Officer
AmeriQual Group, LLC

Ryan C. Kitchell
Chairman
Indiana Governor’s Workforce Cabinet
Former Executive Vice President
& Chief Financial Officer
Indiana University Health

Austin M. Ramirez
President & Chief Executive Officer
Husco

Ellen A. Rudnick
Senior Advisor, University of Chicago
Booth School of Business
Former Vice President
Baxter International, Inc.

James C. Ryan, III
Chairman & Chief Executive Officer
Old National Bancorp

Thomas E. Salmon
Former Chairman
& Chief Executive Officer
Berry Global Group, Inc.

Rebecca S. Skillman
Former Chairman, Radius Indiana
Former Lt. Governor, State of Indiana
Lead Independent Director
Old National Bancorp

Michael J. Small
Chairman, Kognitive Networks, Inc.
Former President &
Chief Executive Officer
Gogo, Inc.

Derrick J. Stewart
Executive Vice President
& Chief Operating Officer
YMCA Retirement Fund

Stephen C. Van Arsdell
Former Senior Partner,
Chairman & Chief Executive Officer
Deloitte & Touche LLP

Katherine E. White
Brigadier General
U.S. Army National Guard
Professor of Law
Wayne State University Law School

OLD NATIONAL BANCORP EXECUTIVE LEADERSHIP TEAM

Paul S. Kilroy
Chief Information Officer

John V. Moran, IV
Interim Chief Financial Officer
Chief Strategy Officer

Jeff C. Newcom
Chief Operations Officer

James C. Ryan, III
Chairman & Chief Executive Officer

Rafael A. Sanchez
Chief Impact Officer

Mark G. Sander
President & Chief Operating Officer

James A. Sandgren
Chief Executive Officer
Commercial Banking

Kathy A. Schoettlin
Chief Communications, Culture
& Social Responsibility Officer

Roland B. Shelton
Chief Strategic Business
Partnership Officer

James V. Stadler
Chief Marketing Officer

Brent R. Tischler
Chief Executive Officer
Community Banking

Kendra L. Vanzo
Chief Administrative Officer

Ex-Officio Member
Joan M. Kissel
Chief Audit & Ethics Officer

Chady M. AlAhmar
Chief Executive Officer
Wealth Management

Nicholas J. Chulos
Chief Legal Officer
& Corporate Secretary

Caroline J. Ellspermann
Chief People Officer

Scott J. Evernham
Chief Risk Officer

Brendon B. Falconer
Chief Financial Officer
(on leave effective 4/1/24)

Corliss V. Garner
Chief Diversity, Equity
& Inclusion Officer

Carrie S. Goldfeder
Chief Credit Officer

Old National Bancorp
One Main Street
Evansville, Indiana 47708
800-731-2265 | oldnational.com

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank, which is the sixth largest commercial bank
headquartered in the Midwest. With approximately $52 billion of assets (inclusive of Old National Bancorp’s merger with CapStar
Financial Holdings, Inc.) and $29 billion of assets under management, Old National ranks among the top 30 banking companies
headquartered in the U.S. Tracing our roots to 1834, Old National Bank has focused on community banking by building long-term,
highly valued partnerships with clients and in the communities it serves. In addition to providing extensive services in retail and
commercial banking, Old National offers comprehensive wealth management, investment, and capital market services. For more
information and financial data, please visit Investor Relations at oldnational.com.