Every material Form 8-K Old National Bank has filed with the SEC since November 25, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Old National Bancorp furnished third-quarter 2026 investor presentation materials under Item 7.01, with the deck attached as Exhibit 99.1. The company reported record net income of $254 million and diluted EPS of $0.66, up from $0.65 in the prior quarter and $0.46 a year earlier, while repurchasing $100 million of common stock.
Net income of $254 million; net income applicable to common shares of $250 million, compared with $179 million a year earlier
Diluted EPS of $0.66 versus $0.65 in 2Q26 and $0.46 in 3Q25; adjusted EPS of $0.66, up 12% year over year
Repurchased $100 million, or 3.9 million shares, of common stock; $177 million of authorization remaining
Tangible book value per share was $13.77 at September 30, 2026, down from $14.32 at June 30, 2026
Old National Bancorp reported record third quarter 2026 net income applicable to common shares of $250.0 million, or $0.66 per diluted share, up from $0.65 in the second quarter and $0.46 a year earlier. Results were helped by a $1.3 billion increase in average deposits and higher loan balances, while net interest margin fell 2 basis points to 3.52%. The company also repurchased $100 million of common stock during the quarter.
Net income applicable to common shares was $250.0 million; adjusted figure was $249.7 million, with EPS of $0.66 on both bases.
Period-end total deposits were $57.6 billion, up 10.6% annualized; total loans were $51.2 billion, up 2.9% annualized.
Net interest margin was 3.52%, down 2 basis points; provision for credit losses was $33.6 million versus $36.2 million in the prior quarter.
The company repurchased $100 million, or 3.9 million shares, of common stock during the quarter; a conference call is set for 9:00 a.m. Central Time on October 21, 2026.
Old National Bancorp reported record second quarter 2026 net income applicable to common shares of $249.4 million, or $0.65 per diluted share, up from $229.6 million and $0.59 in the first quarter of 2026. The company also restructured its senior leadership by forming an Operating Group, adding four leaders to its Executive Leadership Team, and creating a Chief Government and Corporate Affairs Officer role.
Net income applicable to common shares was $249.4 million, or $0.65 per diluted share, versus $229.6 million and $0.59 in the first quarter of 2026
Net interest margin on a fully taxable equivalent basis was 3.54%, down 1 basis point; period-end total loans were $50.8 billion
Eight executives form the new Operating Group, including CEO Jim Ryan and CFO John Moran; four leaders were added to the Executive Leadership Team
Rafael Sanchez moves to Chief Government and Corporate Affairs Officer and reports to Chief Risk Officer Scott Evernham
Old National Bancorp reported first-quarter 2026 net income applicable to common shares of $229.6 million, or $0.59 per diluted share, up from $212.6 million and $0.55 in the fourth quarter of 2025. Excluding merger-related charges, a pension-related expense and realized debt securities gains, adjusted EPS was $0.61. Net interest margin fell 10 basis points to 3.55%, and the company repurchased 3.9 million shares during the quarter.
Net income applicable to common shares was $229.6 million, compared with $212.6 million in Q4 2025 and $140.6 million in Q1 2025.
Diluted EPS was $0.59, versus $0.55 in Q4 2025 and $0.44 in Q1 2025; adjusted EPS was $0.61.
Net interest income (tax-equivalent basis) fell to $580.4 million from $588.8 million, and net interest margin decreased to 3.55%.
Total loans rose to $49.8 billion and total deposits to $55.7 billion at March 31, 2026; the company repurchased 3.9 million shares.
Old National Bancorp raised its quarterly common stock dividend 3.6% to $0.145 per share and approved a share repurchase program of up to $400 million, replacing a $200 million program. The company also disclosed that four directors will retire at the May 13, 2026 annual meeting, and the board will shrink from 16 to 12 members. For shareholders, the filing points to higher cash returns, though the company says the buyback does not commit it to repurchase any shares.
Quarterly common dividend increased 3.6% to $0.145 per share, payable March 16, 2026, to holders of record as of March 5, 2026.
Share repurchase authorization of up to $400 million replaces the prior $200 million program, which was set to expire February 28, 2026; the new program runs until February 28, 2027.
Quarterly dividend of $17.50 per share declared on Series A and Series C preferred stock, payable May 20, 2026.
Directors Austin M. Ramirez, Ellen A. Rudnick, Rebecca S. Skillman and Stephen C. Van Arsdell will retire at the 2026 annual meeting on May 13, 2026; board size reduced from 16 to 12.
Old National Bancorp completed the issuance and sale of $450 million in subordinated notes due 2036 on January 29, 2026, with net proceeds of approximately $446.6 million before offering expenses. The company said it intends to use the proceeds for general corporate purposes. The notes add long-term debt to the company's balance sheet, and they rank junior to the company's senior indebtedness.
Principal amount: $450 million of 5.768% Fixed-to-Floating Rate Subordinated Notes due February 15, 2036
Net proceeds of approximately $446.6 million after a 0.75% underwriting discount, before offering expenses
Fixed rate applies until February 15, 2031; floating rate then at Three-Month Term SOFR plus 220 basis points
Notes are not guaranteed by subsidiaries and are structurally subordinated to liabilities of Old National Bank
Old National Bancorp reported fourth-quarter and full-year 2025 results on January 21, 2026. Q4 net income applicable to common shares was $212.6 million, or $0.55 per diluted share, up from $0.46 in the prior quarter, and full-year diluted EPS was $1.79 compared with $1.68 in 2024. Results included $24.5 million of merger-related charges and a $15.9 million pension plan loss; excluding these and realized debt securities gains, adjusted EPS was $0.62.
Q4 2025 net income applicable to common shares of $212.6 million; diluted EPS of $0.55 vs. $0.46 in Q3 2025
Adjusted diluted EPS of $0.62 excludes $24.5 million of merger-related charges and a $15.9 million pension plan loss
Full-year 2025 net income applicable to common shares of $653.1 million; diluted EPS of $1.79 vs. $1.68 in 2024
Total loans of $48.8 billion, up $768.8 million or 6.4% annualized; company repurchased 1.1 million shares in Q4
Old National Bancorp said Commercial Banking CEO Jim Sandgren intends to retire in April 2026, after a career of nearly 35 years with the company. The filing states that he has held roles including President and COO and Southern Region CEO, and it names no successor for the commercial banking role. For shareholders, this is a senior leadership change in the company's commercial banking business, and the filing contains no financial figures tied to it.
Sandgren, Commercial Banking CEO, intends to retire in April 2026; the announcement was made December 3, 2025.
Sandgren has been with Old National for nearly 35 years and previously served as President and COO and Southern Region CEO.
President and COO Tim Burke said Sandgren will work to ensure the smoothest possible transition for the commercial bank team and clients over the coming months.
Old National Bancorp reported third-quarter 2025 net income applicable to common shares of $178.5 million, or $0.46 per diluted share, compared with $121.4 million, or $0.34, in the second quarter of 2025. Results include $69.3 million of pre-tax merger-related charges, and adjusted diluted EPS was $0.59. For shareholders, reported profit and EPS rose from the prior quarter, while the filing notes the quarter reflects the full-quarter effect of the Bremer transaction.
Net income applicable to common shares was $178.5 million, up from $121.4 million in the second quarter of 2025.
Diluted EPS was $0.46 versus $0.34 in the second quarter; adjusted diluted EPS was $0.59.
Net interest income on a fully taxable equivalent basis rose to $582.6 million from $521.9 million; net interest margin was 3.64%.
Pre-tax merger-related charges were $69.3 million, and the provision for credit losses was $26.7 million versus $106.8 million in the prior quarter.
Old National Bancorp named Timothy M. Burke, Jr. as President and Chief Operating Officer, effective July 22, 2025, succeeding Mark G. Sander, who has retired. Burke also takes the same roles and a board seat at Old National Bank, the company's subsidiary, and his employment agreement sets a $750,000 base salary and severance terms.
Timothy M. Burke, Jr., age 49, previously Executive Vice President at KeyBank, succeeds Mark G. Sander as President and COO
Base salary of $750,000, target bonus of 100% of salary, and a $600,000 one-time cash signing bonus
Service-based restricted stock award of 33,000 shares vesting over four years
Severance equal to two times salary plus target bonus without a change in control, or three times if terminated within 24 months after one
Old National Bancorp reported second-quarter 2025 diluted EPS of $0.34 and net income applicable to common shares of $121.4 million, compared with $0.44 and $140.6 million in the first quarter. Results include the Bremer partnership, which closed May 1, 2025, a $75.6 million CECL Day 1 provision and $41.2 million of merger-related charges, while net interest income rose to $521.9 million from $393.0 million. The company also named Tim Burke President and Chief Operating Officer, effective July 22, 2025.
Net income applicable to common shares of $121.4 million and diluted EPS of $0.34; adjusted figures were $190.9 million and $0.53.
Bremer partnership closed May 1, 2025; period-end total deposits were $54.4 billion and total loans were $48.0 billion.
Included $75.6 million of pre-tax CECL Day 1 provision expense and $41.2 million of pre-tax merger-related charges; net interest margin rose 26 bps to 3.53%.
Tim Burke joins as President and COO on July 22, 2025, succeeding Mark Sander, who announced his retirement earlier this year.
Old National Bancorp completed its merger with Bremer Financial Corporation on May 1, 2025, and Bremer Bank merged into Old National Bank. Each Bremer share was converted into 4.182 Old National common shares, $26.22 in cash, and cash in lieu of fractional shares, and Old National assumed about $61.9 million of Bremer's junior subordinated debt. The filing does not include updated financial results for the combined company.
Each Bremer Class A and Class B share converted into 4.182 Old National common shares plus $26.22 in cash
Old National assumed about $61.9 million in aggregate principal of junior subordinated debt due June 1, 2036
Board expanded from 15 to 16 directors; Daniel C. Reardon appointed to fill the vacancy and to the Audit Committee
Systems conversion is anticipated in mid-October 2025; Community Growth Plan commitment raised from $9.5 billion to $11.1 billion
Old National Bancorp reported first-quarter 2025 net income applicable to common shares of $140.6 million, or $0.44 per diluted share, compared with $149.8 million and $0.47 in the fourth quarter of 2024, and up from $116.3 million and $0.40 a year earlier. Net interest income fell sequentially to $393.0 million, and management said the bank anticipates closing its partnership with Bremer Bank on May 1, 2025.
Net income applicable to common shares $140.6 million; adjusted $145.5 million, or $0.45 per diluted share, excluding $5.9 million of pre-tax merger-related charges and realized debt securities losses
Net interest income $393.0 million vs $400.0 million in Q4 2024; net interest margin 3.27%, down 3 basis points
Period-end total deposits $41.0 billion, up 2.1% annualized; total loans $36.5 billion, up 1.5% annualized
Partnership with Bremer Bank anticipated to close on May 1, 2025, according to CEO Jim Ryan
Old National Bancorp disclosed that Michael L. Scudder, who had retired as Executive Chairman and a director on January 31, 2024, retired as an employee on February 15, 2025, completing his departure. The filing confirms the end of his remaining role with the company, which had been previously disclosed.
Michael L. Scudder retired as Executive Chairman and director on January 31, 2024, and stayed on as an employee.
Mr. Scudder retired as an employee on February 15, 2025.
The filing describes this as a follow-up to a previously disclosed event and reports no new compensation terms.
Old National Bancorp reported fourth-quarter 2024 net income applicable to common shares of $149.8 million, or $0.47 per diluted share, up from $139.8 million and $0.44 in the prior quarter; full-year 2024 diluted EPS was $1.68, versus $1.94 in 2023. The company also said President and COO Mark G. Sander will retire June 30, 2025, and named Daniel S. Hermann as Lead Independent Director, succeeding Rebecca S. Skillman, who remains on the board.
Q4 2024 net income applicable to common shares was $149.8 million, or $0.47 per diluted share, versus $139.8 million and $0.44 in Q3 2024.
Adjusted Q4 2024 EPS was $0.49; full-year 2024 diluted EPS was $1.68 ($1.86 adjusted) versus $1.94 in 2023.
Mark G. Sander, President and Chief Operating Officer, will retire effective June 30, 2025.
Daniel S. Hermann, a board member since 2020, was appointed Lead Independent Director; Rebecca S. Skillman served in the role since 2016.
Old National Bancorp disclosed that on November 25, 2024, the underwriters exercised in full a 30-day option to buy an additional 2,857,143 shares of common stock, and the company entered into an additional forward sale agreement covering those shares with Citibank, N.A. The filing ties this to an offering of 19,047,619 shares plus the option shares, which adds to about 21.9 million shares and may increase the number of shares outstanding for existing shareholders.
Underwriters exercised in full their option for 2,857,143 additional shares of common stock on November 25, 2024.
Forward sale agreement covers 19,047,619 shares under the original agreement and 2,857,143 shares under the additional agreement.
Forward Purchaser is Citibank, N.A.; Citigroup Global Markets Inc. acted as underwriter representative and forward seller.
Old National Bancorp agreed to merge with Bremer Financial Corporation, a St. Paul, Minnesota bank holding company with $16.2 billion in total assets, in a deal the companies say is valued at approximately $1,401 million based on Old National's November 22, 2024 closing price. The combined company would have over $70 billion in assets, and the transaction is expected to close in the middle of 2025, subject to Bremer shareholder approval and regulatory approvals.
Each Bremer share converts into $26.22 in cash plus 4.182 Old National shares, or $116.76 per share based on the November 22, 2024 closing price
Otto Bremer Trust, which holds about 86% of Bremer common stock, has agreed to vote in favor of the merger
After closing, the Trust will hold an approximate 11% stake in Old National and a Trustee will join Old National's board
Closing is anticipated in the middle of 2025 and requires approvals from the OCC and the Federal Reserve Board
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