Form 8-K

8-K — OLD NATIONAL BANCORP /IN/

Accession: 0001628280-26-049108

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0000707179

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — onb-20260722.htm (Primary)

EX-99.1 (onb_exhibit991er2q26.htm)

GRAPHIC — ONB LOGO (capturea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: onb-20260722.htm · Sequence: 1

onb-20260722

Old National Bancorp /IN/0000707179FALSE00007071792026-07-222026-07-220000707179us-gaap:CommonStockMember2026-07-222026-07-220000707179us-gaap:SeriesAPreferredStockMember2026-07-222026-07-220000707179us-gaap:SeriesCPreferredStockMember2026-07-222026-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 22, 2026

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Indiana 001-15817 35-1539838

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Main Street

Evansville, Indiana 47708

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (773) 765-7675

________________________________________________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

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 ONBPP The NASDAQ Stock Market LLC

Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C ONBPO The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2026, Old National Bancorp (the “Company”) issued a press release (“Press Release”) reporting its financial results for the second quarter 2026. The Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. A slide presentation outlining second quarter 2026 earnings, strategic developments, and the Company’s financial outlook will be available on the “Investor Relations” section of the Company’s website to complement the conference call to be held on July 22, 2026, at 9:00 a.m. Central Time and will be accessible at http://www.oldnational.com immediately before the conference call begins.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by Old National Bancorp on July 22, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 22, 2026

OLD NATIONAL BANCORP

By: /s/ Nicholas J. Chulos

Nicholas J. Chulos

Executive Vice President,

Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: onb_exhibit991er2q26.htm · Sequence: 2

Document

Exhibit 99.1

Old National Bancorp Reports Record Second Quarter 2026 Results;

Announces Enhanced Executive Leadership Structure

Evansville, Ind. (July 22, 2026)

Old National Bancorp (NASDAQ: ONB) reports 2Q26 net income applicable to common shares of $249.4 million, diluted EPS of $0.65; $250.4 million and $0.65 on an adjusted1 basis, respectively.

CEO COMMENTARY:

"Our record second quarter results reflect another quarter of disciplined execution and demonstrate the strength of Old National's long-term growth strategy," said Chairman and CEO Jim Ryan. "Over the past several years, we have built a stronger, more diversified franchise with greater scale, capabilities, and opportunities for growth. As we continue that evolution, we're enhancing our leadership structure through the formation of an Operating Group and the expansion of our Executive Leadership Team. These changes position us to move with greater speed, strengthen accountability, and better connect strategy to execution as we build the next chapter of Old National's success."

SECOND QUARTER HIGHLIGHTS2:

Net Income

•Record net income applicable to common shares of $249.4 million; record adjusted net income applicable to common shares1 of $250.4 million

•Earnings per diluted common share ("EPS") of $0.65; record adjusted EPS1 of $0.65

Net Interest Income/NIM

•Net interest income on a fully taxable equivalent basis1 of $586.5 million

•Net interest margin on a fully taxable equivalent basis1 ("NIM") of 3.54%, down 1 basis point ("bp")

Operating Performance

•Pre-provision net revenue1 ("PPNR") of $367.9 million; adjusted PPNR1 of $366.8 million

•Noninterest expense of $372.2 million; adjusted noninterest expense1 of $360.1 million

•Record efficiency ratio1 of 47.0%; record adjusted efficiency ratio1 of 45.2%

Deposits and Funding

•Period-end total deposits of $56.1 billion, up 3.4% annualized

•Granular low-cost deposit franchise; total deposit costs of 171 bps, down 1 bp; interest-bearing deposit costs of 223 bps, down 1 bp

Loans and Credit Quality

•End-of-period total loans3 of $50.8 billion, up $1.0 billion or 8.3% annualized

•Provision for credit losses4 ("provision") of $36.2 million

•Net charge-offs of $32.2 million, or 26 bps of average loans; 22 bps excluding purchased credit deteriorated ("PCD") loans that had an allowance at acquisition

•30+ day delinquencies of 0.29% and nonaccrual loans of 0.91% of total loans

Return Profile & Capital

•Return on average tangible common equity1 ("ROATCE") of 19.8%; adjusted ROATCE1 of 19.9%

•Preliminary regulatory Tier 1 common equity to risk-weighted assets of 11.09%, down 2 bps

•Repurchased $107 million, or 4.4 million shares, of common stock during the quarter

Notable Items

•$13.2 million of pre-tax pension gain5

•$12.1 million of pre-tax merger-related charges

1 Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company – refer to the Non-GAAP reconciliations contained in this release 2 Comparisons are on a linked-quarter basis, unless otherwise noted 3 Includes loans held-for-sale 4 Includes the provision for unfunded commitments 5 Includes a gain associated with the settlement of the Bremer pension plan

EXECUTIVE LEADERSHIP STRUCTURE UPDATE

As a top 25 U.S. bank that is keenly focused on driving organic growth while also positioning the organization for continued success, Old National is pleased to announce structural changes to its senior-most Executive Leadership Team.

Establishment of an Operating Group

Old National’s Operating Group will comprise a subset of the company’s full Executive Leadership Team ("ELT"). Members will focus on enterprise strategy and alignment, emerging growth opportunities, and other critical enterprise-wide initiatives.

Members of the Operating Group are:

•Jim Ryan, Chairman and CEO – Evansville, Ind.

•Tim Burke, President and COO – Evansville, Ind.

•Nick Chulos, Chief Legal Officer – Chicago, Ill.

•Carrie Ellspermann, Chief People Officer – Evansville, Ind.

•Scott Evernham, Chief Risk Officer – Evansville, Ind.

•John Moran, Chief Financial Officer – Evansville, Ind.

•Kathy Schoettlin, Chief Communications, Culture & Social Responsibility Officer – Evansville, Ind.

•Kendra Vanzo, Chief Administrative Officer – Evansville, Ind.

The roles and responsibilities of Old National’s full ELT will not change. The bank’s ELT will continue to lead operational strategy, advance innovation, scale talent, and work to foster a collaborative, high-performing culture.

Four additional leaders added to the ELT

To further strengthen Old National’s ability to connect its operational strategy to execution and growth, the company is adding four proven leaders to its ELT:

•Joe Chasteen, Chief Revenue Enablement Officer – Troy, Mich.

•Chris Doyle, Commercial Banking President – Cleveland, Ohio

•Annie Hills, Chief of Staff – Evansville, Ind.

•John Thurston, Corporate Banking President – Chicago, Ill.

Biographies for these four executive leaders are included on page 6 of this release

Rafael Sanchez named Chief Government and Corporate Affairs Officer

Rafael Sanchez, formerly Old National’s Chief Impact Officer, is transitioning to the new role of Chief Government and Corporate Affairs Officer and retains the Indianapolis Market President role. This transition reflects the growing importance of public policy and stakeholder engagement within the financial industry. Mr. Sanchez will work out of Indianapolis and report directly to Old National Chief Risk Officer Scott Evernham.

Biography for Rafael Sanchez is included on page 6 of this release

RESULTS OF OPERATIONS2

Old National Bancorp reported record second quarter 2026 net income applicable to common shares of $249.4 million, or $0.65 per diluted common share.

Included in second quarter results was a $13.2 million pre-tax gain associated with the settlement of the Bremer pension plan and pre-tax charges of $12.1 million for merger-related expenses. Excluding these items and realized debt securities gains from the current quarter net of tax, record adjusted net income1 was $250.4 million, or $0.65 per diluted common share.

DEPOSITS AND FUNDING

Increases in public funds and business checking partly offset by normal seasonal outflows of retail deposits.

•Period-end total deposits were $56.1 billion, up 3.4% annualized.

•On average, total deposits for the second quarter were $55.5 billion, an increase of $479.1 million.

•Granular low-cost deposit franchise; total deposit costs of 171 bps, down 1 bp.

•A loan to deposit ratio of 91%, combined with existing funding sources, provides strong liquidity.

LOANS

Loan growth driven by strong high quality commercial loan production.

•Period-end total loans3 were $50.8 billion, up $1.0 billion or 8.3% annualized, including commercial and industrial growth of $495.0 million, as well as commercial real estate growth of $342.3 million.

•Total commercial loan production in the second quarter was $3.5 billion, up 7%; record period-end commercial pipeline totaled $5.6 billion, up 2%.

•Average total loans in the second quarter were $50.1 billion, up 7.4% annualized.

CREDIT QUALITY

Credit quality continues to be a hallmark of Old National.

•Provision4 expense was $36.2 million compared to $34.9 million.

•Net charge-offs were $32.2 million, or 26 bps of average loans, consistent with the prior quarter.

◦Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 22 bps compared to 19 bps.

•30+ day delinquencies as a percentage of loans were 0.29% compared to 0.24%.

•Nonaccrual loans as a percentage of total loans were 0.91% compared to 1.03%.

•The allowance for credit losses, including the allowance for credit losses on unfunded loan commitments, stood at $612.0 million, or 1.21% of total loans, compared to $608.1 million, or 1.22% of total loans.

NET INTEREST INCOME AND MARGIN

Higher net interest income and stable margin reflective of balance sheet growth and the rate environment.

•Net interest income on a fully taxable equivalent basis1 increased to $586.5 million compared to $580.4 million, driven by high quality loan growth and stable core deposit pricing, partly offset by funding mix.

•Net interest margin on a fully taxable equivalent basis1 decreased 1 bp to 3.54%.

•Cost of total deposits was 1.71%, decreasing 1 bp and the cost of total interest-bearing deposits decreased 1 bp to 2.23%.

NONINTEREST INCOME

Higher fee income across all line items with other income elevated.

•Total noninterest income was $153.6 million, or $140.4 million excluding a $13.2 million pre-tax gain associated with the settlement of the Bremer pension plan, compared to $122.3 million.

•Excluding the pension plan gain5 in the second quarter of 2026 and realized debt securities gains, noninterest income was up 14.8% driven by higher fee income across all line items with other income elevated by market value adjustments, as well as higher company-owned life insurance income and an asset recovery.

NONINTEREST EXPENSE

Disciplined expense management drives record adjusted efficiency ratio.

•Noninterest expense was $372.2 million and included $12.1 million of merger-related charges.

•Excluding merger related charges, adjusted noninterest expense1 increased to $360.1 million, compared to $354.0 million excluding merger-related charges and a $3.4 million non-cash expense associated with the distribution of excess pension assets in the first quarter of 2026.

•The efficiency ratio1 was a record at 47.0%, while the adjusted efficiency ratio1 was a record at 45.2% compared to 48.3% and 45.7%, respectively.

INCOME TAXES

•Income tax expense was $70.8 million, resulting in an effective tax rate of 21.8% compared to 20.9%. On an adjusted fully taxable equivalent ("FTE") basis1, the effective tax rate was 23.0% compared to 22.9%.

•Income tax expense included $9.9 million of tax credit benefit compared to $8.7 million.

CAPITAL

Capital ratios remain strong.

•Preliminary total risk-based capital down 6 bps to 13.65% and preliminary regulatory Tier 1 capital down 3 bps to 11.53%, as growth in loans and share repurchases is partly offset by strong retained earnings.

•Tangible common equity to tangible assets was 7.68% compared to 7.67%.

•The Company repurchased $107 million of common stock and paid $56 million of quarterly common stock cash dividends during the quarter resulting in a combined payout ratio of 65%.

CONFERENCE CALL AND WEBCAST

Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Wednesday, July 22, 2026, to review second quarter financial results. To listen to the live conference call, dial U.S./International (833) 461-5787, meeting ID 181 433 839. The live audio webcast link and corresponding presentation slides will be available on the Company’s Investor Relations website at oldnational.com and the webcast replay will be available approximately two hours after completion of the call until midnight ET on July 22, 2027.

ABOUT OLD NATIONAL

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. As the fifth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $74 billion of assets and $41 billion of assets under management, Old National ranks among the top 25 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2026, Points of Light named Old National one of "The Civic 50" for the third consecutive year – an honor recognizing the 50 most community-minded companies in the United States – and also named Old National the Financials Sector Leader among nominated banks and financial services organizations.

USE OF NON-GAAP FINANCIAL MEASURES

The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("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 tables at the end of this release.

The Company presents EPS, the efficiency ratio, return on average common equity, return on average tangible common equity, and net income applicable to common shares, all adjusted for certain notable items. These items include a pension plan gain/loss, merger-related charges associated with completed and pending acquisitions, debt securities gains/losses, distribution of excess pension assets expense, FDIC special assessment expense, and CECL Day 1 non-PCD provision expense. Management believes excluding these items from EPS, the efficiency ratio, return on average common equity, and return on average tangible common equity may be useful in assessing the Company's underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Income tax expense, provision for credit losses, and the certain notable items listed above are excluded from the calculation of pre-provision net revenues, adjusted due to the fluctuation in income before income tax and the level of provision for credit losses required. Management believes adjusted pre-provision net revenues may be useful in assessing the Company's underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes merger-related charges associated with completed and pending acquisitions, distribution of excess pension assets expense, and FDIC special assessment expense, as well as adjusted noninterest income, which excludes a pension plan gain/loss and debt securities gains/losses. Management believes that excluding these items from noninterest expense and noninterest income may be useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The tax-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 stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' 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 following reconciliations in the "Non-GAAP Reconciliations" section for details on the calculation of these measures to the extent presented herein.

FORWARD-LOOKING STATEMENTS

This earnings release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission ("SEC"), in press releases, and in oral and written statements made by us 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 words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "guidance," "intend," "may," "outlook," "plan," "potential," "predict," "should," "would," 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, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; 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 and economic and business uncertainty 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; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives and the diversion of management’s attention from ongoing business operations and opportunities; 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; 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; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this earnings release; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the SEC. These forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this earnings release. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.

CONTACTS:

Media: Scott Reinhard Investors: Lynell Durchholz

(612) 716-0304 (812) 464-1366

Scott.Reinhard@oldnational.com

Lynell.Durchholz@oldnational.com

OLD NATIONAL EXECUTIVE LEADER BIOGRAPHIES

Joe Chasteen

Chief Revenue Enablement Officer

Joe Chasteen is Chief Revenue Enablement Officer at Old National Bank, a strategic leadership role focused on advancing organic growth and revenue generation across the company. Joe brings nearly 30 years of business banking and enterprise leadership experience, having held senior roles with large financial institutions across the country.

Joe has served as a member of the Consumer Bankers Association Business Banking Committee and is a graduate of the CBA Executive Banking School. He earned a bachelor’s degree in Marketing Management from Michigan State University and a master’s degree in Finance, with an emphasis in Economics, from Walsh College.

Christopher Doyle

Commercial Banking President

Christopher Doyle is President of Commercial Banking at Old National Bank. He brings more than 20 years of banking experience to the role.

At Old National, Chris leads Commercial & Industrial Banking, Middle Market Banking, Commercial Real Estate, Agricultural Lending, SBA Lending, Asset-Based Lending, Family Office, Expansion Markets, and SBIC strategy. He is active in the Cleveland, Ohio community and serves on several nonprofit boards, including Urban Community School and Boys & Girls Clubs of Greater Cleveland. Chris earned a Bachelor of Business Administration in Finance from Saint Louis University.

Annie Hills

Chief of Staff

Annie Hills is Chief of Staff to the CEO at Old National Bank. In this role, she supports key strategic priorities, executive leadership initiatives, and alignment among the CEO, ELT and Board of Directors. She joined the company in 2020 as an attorney in the legal department.

Annie earned her bachelor’s degrees in Political Science and Criminal Justice from Indiana University and her law degree from the Indiana University Robert H. McKinney School of Law. She is involved in workforce development and emerging talent initiatives, including the Orr Fellowship and Indiana’s Youth Apprenticeship Program, and serves on the Evansville Orr Fellowship Advisory Board.

Rafael Sanchez

Chief Government and Corporate Affairs Officer & Indianapolis Market President

Rafael Sanchez is Chief Government and Corporate Affairs Officer & Indianapolis Market President for Old National Bank. He most recently served as Old National’s Chief Impact Officer where he led the organization and launch of Generations Community Bank. Rafael is an attorney and former President and CEO of Indianapolis Power & Light Company (IPL, now AES Indiana).

A native of Puerto Rico, Rafael holds a bachelor’s degree in Social Sciences and Political Science from the University of Puerto Rico, and a law degree from the Indiana University Maurer School of Law.

Through his commitment and passion for the Indianapolis community, Rafael has served on numerous boards and community initiatives. He currently serves as Board Chair for Community Health Network and serves on the boards of The Children’s Museum of Indianapolis, the Indy Economic Development Corporation, the Center for Justice & Exoneration Network, Young Presidents Organization (YPO Gold), and Generations Community Bank.

In 2017, Rafael received the Sagamore of the Wabash award from Governor Eric Holcomb for his civic leadership in Indianapolis.

John Thurston

Corporate Banking President

John Thurston is President of Corporate Banking at Old National Bank. He joined Old National in 2023, and most recently served as Corporate Banking Director before being appointed to lead the Corporate Bank, which serves Old National’s largest commercial banking clients and specialty banking clients. John has more than 30 years of banking experience spanning multiple geographies, lines of business, and industry verticals.

A longtime Chicago resident, John is active in the community and serves on the boards of Christ the King Jesuit College Prep and Mercy Home for Boys & Girls. He earned a Bachelor of Business Administration and a Bachelor of Arts in Finance and Business Economics from the University of Notre Dame.

Financial Highlights (unaudited)

($ and shares in thousands, except per share data)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

Income Statement

Net interest income $ 578,988 $ 572,573 $ 580,832 $ 574,609 $ 514,790 $ 1,151,561 $ 902,433

FTE adjustment1,3

7,510 7,849 8,013 7,975 7,063 15,359 12,423

Net interest income - tax equivalent basis3

586,498 580,422 588,845 582,584 521,853 1,166,920 914,856

Provision for credit losses 36,206 34,946 32,745 26,738 106,835 71,152 138,238

Noninterest income 153,564 122,346 109,759 130,461 132,517 275,910 226,311

Noninterest expense 372,161 364,704 386,320 445,734 384,766 736,865 653,237

Net income applicable to common shareholders 249,381 229,638 212,589 178,533 121,375 $ 479,019 262,000

Per Common Share Data

Weighted average diluted shares 383,273 388,054 389,550 390,496 361,436 385,697 340,250

EPS, diluted $ 0.65 $ 0.59 $ 0.55 $ 0.46 $ 0.34 $ 1.24 $ 0.77

Cash dividends 0.145 0.145 0.140 0.140 0.140 0.29 0.28

Dividend payout ratio2

22 % 25 % 25 % 30 % 41 % 23 % 36 %

Book value $ 21.80 $ 21.40 $ 21.17 $ 20.64 $ 20.12 $ 21.80 $ 20.12

Stock price 25.90 22.10 22.31 21.95 21.34 25.90 21.34

Tangible book value3

14.32 13.93 13.71 13.15 12.60 14.32 12.60

Performance Ratios

ROAA 1.38 % 1.29 % 1.21 % 1.03 % 0.77 % 1.34 % 0.91 %

ROAE 12.1 % 11.1 % 10.4 % 9.0 % 6.7 % 11.6 % 7.8 %

ROATCE3

19.8 % 18.4 % 17.8 % 15.9 % 12.0 % 19.1 % 13.4 %

NIM (FTE)3

3.54 % 3.55 % 3.65 % 3.64 % 3.53 % 3.54 % 3.41 %

Efficiency ratio3

47.0 % 48.3 % 51.6 % 58.8 % 55.8 % 47.6 % 54.9 %

NCOs to average loans 0.26 % 0.26 % 0.27 % 0.25 % 0.24 % 0.26 % 0.24 %

ACL on loans to EOP loans 1.14 % 1.15 % 1.17 % 1.19 % 1.18 % 1.14 % 1.18 %

ACL4 to EOP loans

1.21 % 1.22 % 1.24 % 1.26 % 1.24 % 1.21 % 1.24 %

NPLs to EOP loans 0.91 % 1.03 % 1.07 % 1.23 % 1.24 % 0.91 % 1.24 %

Balance Sheet (EOP)

Total loans $ 50,772,584 $ 49,731,844 $ 48,764,162 $ 47,967,915 $ 47,902,819 $ 50,772,584 $ 47,902,819

Total assets 74,189,417 73,002,651 72,151,967 71,210,162 70,979,805 74,189,417 70,979,805

Total deposits 56,146,770 55,672,472 55,088,195 55,006,184 54,357,683 56,146,770 54,357,683

Total borrowed funds 8,423,983 7,823,198 7,451,367 6,766,381 7,346,098 8,423,983 7,346,098

Total shareholders' equity 8,583,843 8,510,653 8,494,788 8,309,271 8,126,387 8,583,843 8,126,387

Capital Ratios3

Risk-based capital ratios (EOP):

Tier 1 common equity 11.09 % 11.11 % 11.08 % 11.02 % 10.74 % 11.09 % 10.74 %

Tier 1 capital 11.53 % 11.56 % 11.53 % 11.49 % 11.20 % 11.53 % 11.20 %

Total capital 13.65 % 13.71 % 12.85 % 12.78 % 12.59 % 13.65 % 12.59 %

Leverage ratio (average assets) 8.95 % 8.93 % 8.90 % 8.72 % 9.26 % 8.95 % 9.26 %

Equity to assets (averages) 11.61 % 11.79 % 11.73 % 11.48 % 11.38 % 11.70 % 11.66 %

TCE to TA 7.68 % 7.67 % 7.72 % 7.53 % 7.26 % 7.68 % 7.26 %

Nonfinancial Data

Full-time equivalent employees 4,914 4,948 4,971 5,243 5,313 4,914 5,313

Banking centers 346 346 346 351 351 346 351

1 Calculated using the federal statutory tax rate in effect of 21% for all periods.

2 Cash dividends per common share divided by net income per common share (basic).

3 Represents a non-GAAP financial measure. Refer to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

4 Includes the allowance for credit losses on loans and unfunded loan commitments.

June 30, 2026 capital ratios are preliminary.

FTE - Fully taxable equivalent basis ROAA - Return on average assets ROAE - Return on average equity ROATCE - Return on average tangible common equity NCOs - Net Charge-offs ACL - Allowance for Credit Losses EOP - End of period actual balances NPLs - Non-performing Loans TCE - Tangible common equity TA - Tangible assets

Income Statement (unaudited)

($ and shares in thousands, except per share data)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

Interest income $ 894,391 $ 877,391 $ 897,301 $ 917,192 $ 824,961 $ 1,771,782 $ 1,455,360

Less: interest expense 315,403 304,818 316,469 342,583 310,171 620,221 552,927

Net interest income 578,988 572,573 580,832 574,609 514,790 1,151,561 902,433

Provision for credit losses 36,206 34,946 32,745 26,738 106,835 71,152 138,238

Net interest income

after provision for credit losses 542,782 537,627 548,087 547,871 407,955 1,080,409 764,195

Wealth and investment services fees 42,098 39,715 39,012 39,684 35,817 81,813 65,465

Service charges on deposit accounts 28,009 26,937 27,516 27,856 23,878 54,946 45,034

Debit card and ATM fees 13,092 12,038 13,178 13,197 12,922 25,130 22,913

Mortgage banking revenue 11,163 9,554 11,053 10,442 10,032 20,717 16,911

Capital markets income 12,329 11,016 13,080 12,629 7,114 23,345 11,620

Company-owned life insurance 8,531 7,561 7,099 7,565 6,625 16,092 12,006

Other income 38,376 15,450 (1,252) 19,081 36,170 53,826 52,479

Debt securities gains (losses), net (34) 75 73 7 (41) 41 (117)

Total noninterest income 153,564 122,346 109,759 130,461 132,517 275,910 226,311

Salaries and employee benefits 184,765 184,073 187,251 211,345 202,112 368,838 350,417

Occupancy 33,452 36,995 35,243 34,442 30,432 70,447 59,485

Equipment 11,077 12,075 14,184 12,703 12,566 23,152 21,467

Marketing 15,601 16,434 14,418 15,093 13,759 32,035 25,699

Technology 29,630 29,025 30,882 36,122 31,452 58,655 53,472

Communication 6,130 6,196 6,726 7,742 5,014 12,326 9,148

Professional fees 10,735 12,356 18,454 13,598 21,931 23,091 29,850

FDIC assessment 13,592 13,756 11,190 14,095 13,409 27,348 23,109

Amortization of intangibles 23,992 25,623 26,016 26,184 19,630 49,615 26,460

Amortization of tax credit investments 7,807 7,111 9,822 7,057 5,815 14,918 9,239

Other expense 35,380 21,060 32,134 67,353 28,646 56,440 44,891

Total noninterest expense 372,161 364,704 386,320 445,734 384,766 736,865 653,237

Income before income taxes 324,185 295,269 271,526 232,598 155,706 619,454 337,269

Income tax expense 70,771 61,597 54,903 50,031 30,298 132,368 67,202

Net income $ 253,414 $ 233,672 $ 216,623 $ 182,567 $ 125,408 $ 487,086 $ 270,067

Preferred dividends (4,033) (4,034) (4,034) (4,034) (4,033) (8,067) (8,067)

Net income applicable to common shares $ 249,381 $ 229,638 $ 212,589 $ 178,533 $ 121,375 $ 479,019 $ 262,000

EPS, diluted $ 0.65 $ 0.59 $ 0.55 $ 0.46 $ 0.34 $ 1.24 $ 0.77

Weighted Average Common Shares Outstanding

Basic 381,864 385,849 387,862 389,038 360,155 383,845 338,162

Diluted 383,273 388,054 389,550 390,496 361,436 385,697 340,250

Common shares outstanding (EOP) 382,537 386,315 389,662 390,768 391,818 382,537 391,818

End of Period Balance Sheet (unaudited)

($ in thousands)

June 30, March 31, December 31, September 30, June 30,

2026 2026 2025 2025 2025

Assets

Cash and due from banks $ 588,654 $ 537,322 $ 591,645 $ 491,910 $ 637,556

Money market and other interest-earning investments 1,179,526 1,216,826 1,234,532 1,190,707 1,171,015

Investments:

Treasury and government-sponsored agencies 2,358,509 2,371,903 2,427,371 2,402,375 2,445,733

Mortgage-backed securities 10,460,468 10,295,623 10,078,358 10,117,015 9,632,206

States and political subdivisions 1,442,703 1,454,444 1,570,888 1,579,802 1,590,272

Other securities 821,719 814,990 825,761 849,911 852,687

Total investments 15,083,399 14,936,960 14,902,378 14,949,103 14,520,898

Loans held-for-sale, at fair value 43,608 56,128 52,911 80,341 77,618

Loans:

Commercial 16,112,685 15,617,656 14,983,861 14,506,375 14,662,916

Commercial real estate 22,535,229 22,192,900 22,050,007 22,083,734 21,879,785

Residential real estate 8,760,832 8,621,409 8,467,496 8,190,127 8,212,242

Consumer 3,363,838 3,299,879 3,262,798 3,187,679 3,147,876

Total loans 50,772,584 49,731,844 48,764,162 47,967,915 47,902,819

Allowance for credit losses on loans (580,511) (574,358) (569,520) (572,178) (565,109)

Premises and equipment, net 682,065 690,400 690,824 691,950 682,539

Goodwill and other intangible assets 2,862,427 2,886,419 2,907,986 2,926,960 2,944,372

Company-owned life insurance 1,053,333 1,054,824 1,051,009 1,044,780 1,046,693

Accrued interest receivable and other assets 2,504,332 2,466,286 2,526,040 2,438,674 2,561,404

Total assets $ 74,189,417 $ 73,002,651 $ 72,151,967 $ 71,210,162 $ 70,979,805

Liabilities and Equity

Noninterest-bearing demand deposits $ 12,665,278 $ 12,927,096 $ 13,247,483 $ 12,691,658 $ 12,652,556

Interest-bearing:

Checking and NOW accounts 11,129,286 10,969,731 10,740,919 11,162,121 10,554,889

Savings accounts 4,924,639 4,985,949 4,909,138 4,958,555 5,058,819

Money market accounts 16,936,441 16,871,237 16,529,631 17,032,446 16,880,190

Time deposits 10,491,126 9,918,459 9,661,024 9,161,404 9,211,229

Total deposits 56,146,770 55,672,472 55,088,195 55,006,184 54,357,683

Federal funds purchased and interbank borrowings 250,389 200,583 100,197 1 340,246

Securities sold under agreements to repurchase 265,301 264,518 261,366 277,594 297,637

Federal Home Loan Bank advances 6,520,296 6,026,801 6,237,375 5,663,361 5,835,918

Other borrowings 1,387,997 1,331,296 852,429 825,425 872,297

Total borrowed funds 8,423,983 7,823,198 7,451,367 6,766,381 7,346,098

Accrued expenses and other liabilities 1,034,821 996,328 1,117,617 1,128,326 1,149,637

Total liabilities 65,605,574 64,491,998 63,657,179 62,900,891 62,853,418

Preferred stock, common stock, surplus, and retained earnings 9,141,984 9,053,907 8,973,459 8,833,662 8,725,995

Accumulated other comprehensive income (loss), net of tax (558,141) (543,254) (478,671) (524,391) (599,608)

Total shareholders' equity 8,583,843 8,510,653 8,494,788 8,309,271 8,126,387

Total liabilities and shareholders' equity $ 74,189,417 $ 73,002,651 $ 72,151,967 $ 71,210,162 $ 70,979,805

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)

Three Months Ended Three Months Ended Three Months Ended

June 30, 2026 March 31, 2026 June 30, 2025

Average

Income1/

Yield/ Average

Income1/

Yield/ Average

Income1/

Yield/

Earning Assets: Balance Expense Rate Balance Expense Rate Balance Expense Rate

Money market and other interest-earning investments $ 1,212,043 $ 11,121 3.68 % $ 1,215,029 $ 10,944 3.65 % $ 1,424,700 $ 14,791 4.16 %

Investments:

Treasury and government-sponsored agencies 2,349,871 18,993 3.23 % 2,418,767 19,121 3.16 % 2,396,691 20,820 3.47 %

Mortgage-backed securities 10,428,343 111,157 4.26 % 10,267,648 107,465 4.19 % 8,567,318 87,734 4.10 %

States and political subdivisions 1,450,389 12,017 3.31 % 1,525,277 12,541 3.29 % 1,596,899 13,402 3.36 %

Other securities 828,774 12,395 5.98 % 839,943 13,377 6.37 % 970,581 15,770 6.50 %

Total investments 15,057,377 154,562 4.11 % 15,051,635 152,504 4.05 % 13,531,489 137,726 4.07 %

Loans:2

Commercial 15,792,290 238,663 6.05 % 15,305,376 233,440 6.10 % 13,240,876 219,446 6.63 %

Commercial real estate 22,234,235 339,925 6.12 % 22,056,911 335,948 6.09 % 20,022,403 316,422 6.32 %

Residential real estate loans 8,722,341 103,162 4.73 % 8,534,092 98,953 4.64 % 7,792,440 88,852 4.56 %

Consumer 3,323,663 54,468 6.57 % 3,270,505 53,451 6.63 % 3,049,341 54,787 7.21 %

Total loans 50,072,529 736,218 5.88 % 49,166,884 721,792 5.88 % 44,105,060 679,507 6.16 %

Total earning assets $ 66,341,949 $ 901,901 5.44 % $ 65,433,548 $ 885,240 5.42 % $ 59,061,249 $ 832,024 5.64 %

Less: Allowance for credit losses on loans (580,550) (573,105) (404,871)

Non-earning Assets:

Cash and due from banks $ 545,346 $ 548,932 $ 426,513

Other assets 6,991,436 7,044,468 6,403,239

Total assets $ 73,298,181 $ 72,453,843 $ 65,486,130

Interest-Bearing Liabilities:

Checking and NOW accounts $ 11,106,289 $ 47,349 1.71 % $ 10,966,236 $ 46,295 1.71 % $ 9,672,146 $ 41,862 1.74 %

Savings accounts 4,950,785 3,032 0.25 % 4,920,639 3,011 0.25 % 4,968,232 3,777 0.30 %

Money market accounts 16,485,000 99,903 2.43 % 16,542,693 99,956 2.45 % 15,282,970 113,542 2.98 %

Time deposits 10,145,661 87,220 3.45 % 9,749,234 84,069 3.50 % 8,318,060 80,907 3.90 %

Total interest-bearing deposits 42,687,735 237,504 2.23 % 42,178,802 233,331 2.24 % 38,241,408 240,088 2.52 %

Federal funds purchased and interbank borrowings 42,228 391 3.71 % 3,634 23 2.57 % 88,603 953 4.31 %

Securities sold under agreements to repurchase 257,217 561 0.87 % 260,865 594 0.92 % 295,948 636 0.86 %

Federal Home Loan Bank advances 6,561,147 61,744 3.77 % 6,303,888 58,052 3.73 % 6,037,462 59,042 3.92 %

Other borrowings 1,360,976 15,203 4.48 % 1,172,559 12,818 4.43 % 828,214 9,452 4.58 %

Total borrowed funds 8,221,568 77,899 3.80 % 7,740,946 71,487 3.75 % 7,250,227 70,083 3.88 %

Total interest-bearing liabilities $ 50,909,303 $ 315,403 2.48 % $ 49,919,748 $ 304,818 2.48 % $ 45,491,635 $ 310,171 2.73 %

Noninterest-Bearing Liabilities and Shareholders' Equity:

Demand deposits $ 12,860,401 $ 12,890,201 $ 11,568,854

Other liabilities 1,020,272 1,099,674 973,525

Shareholders' equity 8,508,205 8,544,220 7,452,116

Total liabilities and shareholders' equity $ 73,298,181 $ 72,453,843 $ 65,486,130

Net interest rate spread 2.96 % 2.94 % 2.91 %

Net interest margin (GAAP) 3.49 % 3.50 % 3.49 %

Net interest margin (FTE)3

3.54 % 3.55 % 3.53 %

FTE adjustment $ 7,510 $ 7,849 $ 7,063

1 Interest income is reflected on a FTE basis.

2 Includes loans held-for-sale.

3 Represents a non-GAAP financial measure. Refer to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

Average Balance Sheet and Interest Rates (unaudited)

($ in thousands)

Six Months Ended Six Months Ended

June 30, 2026 June 30, 2025

Average

Income1/

Yield/ Average

Income1/

Yield/

Earning Assets: Balance Expense Rate Balance Expense Rate

Money market and other interest-earning investments $ 1,213,528 $ 22,065 3.67 % $ 1,109,634 $ 23,606 4.29 %

Investments:

Treasury and government-sponsored agencies 2,384,129 38,114 3.20 % 2,357,995 40,839 3.46 %

Mortgage-backed securities 10,348,439 218,622 4.23 % 7,433,868 142,257 3.83 %

States and political subdivisions 1,487,627 24,558 3.30 % 1,603,821 26,644 3.32 %

Other securities 834,327 25,772 6.18 % 871,262 26,282 6.03 %

Total investments $ 15,054,522 $ 307,066 4.08 % $ 12,266,946 $ 236,022 3.85 %

Loans:2

Commercial 15,550,178 472,103 6.07 % 11,827,287 385,041 6.51 %

Commercial real estate 22,146,063 675,873 6.10 % 18,128,526 562,357 6.20 %

Residential real estate loans 8,628,736 202,115 4.68 % 7,306,465 156,500 4.28 %

Consumer 3,297,231 107,919 6.60 % 2,960,769 104,257 7.10 %

Total loans 49,622,208 1,458,010 5.88 % 40,223,047 1,208,155 6.01 %

Total earning assets $ 65,890,258 $ 1,787,141 5.43 % $ 53,599,627 $ 1,467,783 5.48 %

Less: Allowance for credit losses on loans (576,848) (401,835)

Non-earning Assets:

Cash and due from banks $ 547,129 $ 399,620

Other assets 7,017,805 5,901,705

Total assets $ 72,878,344 $ 59,499,117

Interest-Bearing Liabilities:

Checking and NOW accounts $ 11,036,650 $ 93,644 1.71 % $ 8,853,822 $ 71,325 1.62 %

Savings accounts 4,935,795 6,043 0.25 % 4,830,998 7,385 0.31 %

Money market accounts 16,513,687 199,859 2.44 % 13,523,239 202,817 3.02 %

Time deposits 9,948,542 171,289 3.47 % 7,644,494 149,056 3.93 %

Total interest-bearing deposits 42,434,674 470,835 2.24 % 34,852,553 430,583 2.49 %

Federal funds purchased and interbank borrowings 23,038 414 3.62 % 118,202 2,578 4.40 %

Securities sold under agreements to repurchase 259,031 1,155 0.90 % 284,518 1,187 0.84 %

Federal Home Loan Bank advances 6,433,228 119,796 3.76 % 5,255,372 100,938 3.87 %

Other borrowings 1,267,288 28,021 4.46 % 752,408 17,641 4.73 %

Total borrowed funds 7,982,585 149,386 3.77 % 6,410,500 122,344 3.85 %

Total interest-bearing liabilities 50,417,259 620,221 2.48 % 41,263,053 552,927 2.70 %

Noninterest-Bearing Liabilities and Shareholders' Equity:

Demand deposits $ 12,875,219 $ 10,339,594

Other liabilities 1,059,753 959,309

Shareholders' equity 8,526,113 6,937,161

Total liabilities and shareholders' equity $ 72,878,344 $ 59,499,117

Net interest rate spread 2.95 % 2.78 %

Net interest margin (GAAP) 3.50 % 3.37 %

Net interest margin (FTE)3

3.54 % 3.41 %

FTE adjustment $ 15,359 $ 12,423

1 Interest income is reflected on a FTE.

2 Includes loans held-for-sale.

3 Represents a non-GAAP financial measure. Refer to the "Non-GAAP Measures" table for reconciliations to GAAP financial measures.

Asset Quality (EOP) (unaudited)

($ in thousands)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

Allowance for credit losses:

Beginning allowance for credit losses on loans $ 574,358 $ 569,520 $ 572,178 $ 565,109 $ 401,932 $ 569,520 $ 392,522

Allowance established for acquired PCD loans — — — 13,104 90,442 — 90,442

Provision for credit losses on loans 38,400 36,854 29,450 24,003 99,263 75,254 130,289

Gross charge-offs (41,540) (37,307) (35,131) (35,402) (29,954) (78,847) (54,494)

Gross recoveries 9,293 5,291 3,023 5,364 3,426 14,584 6,350

NCOs (32,247) (32,016) (32,108) (30,038) (26,528) (64,263) (48,144)

Ending allowance for credit losses on loans $ 580,511 $ 574,358 $ 569,520 $ 572,178 $ 565,109 $ 580,511 $ 565,109

Beginning allowance for credit losses on unfunded commitments $ 33,725 $ 35,633 $ 32,338 $ 29,603 $ 22,031 $ 35,633 $ 21,654

Provision (release) for credit losses on unfunded commitments (2,194) (1,908) 3,295 2,735 7,572 (4,102) 7,949

Ending allowance for credit losses on unfunded commitments $ 31,531 $ 33,725 $ 35,633 $ 32,338 $ 29,603 $ 31,531 $ 29,603

Allowance for credit losses $ 612,042 $ 608,083 $ 605,153 $ 604,516 $ 594,712 $ 612,042 $ 594,712

Provision for credit losses on loans $ 38,400 $ 36,854 $ 29,450 $ 24,003 $ 99,263 $ 75,254 $ 130,289

Provision (release) for credit losses on unfunded commitments (2,194) (1,908) 3,295 2,735 7,572 (4,102) 7,949

Provision for credit losses $ 36,206 $ 34,946 $ 32,745 $ 26,738 $ 106,835 $ 71,152 $ 138,238

NCOs / average loans1

0.26 % 0.26 % 0.27 % 0.25 % 0.24 % 0.26 % 0.24 %

Average loans1

$ 50,062,552 $ 49,157,096 $ 48,199,086 $ 48,153,186 $ 44,075,472 $ 49,612,325 $ 40,201,289

EOP loans1

50,772,584 49,731,844 48,764,162 47,967,915 47,902,819 50,772,584 47,902,819

ACL on loans / EOP loans1

1.14 % 1.15 % 1.17 % 1.19 % 1.18 % 1.14 % 1.18 %

ACL / EOP loans1

1.21 % 1.22 % 1.24 % 1.26 % 1.24 % 1.21 % 1.24 %

Underperforming Assets:

Loans 90 days and over (still accruing) $ 6,832 $ 4,407 $ 2,691 $ 1,525 $ 16,893 $ 6,832 $ 16,893

Nonaccrual loans 461,702 511,959 521,245 590,820 594,709 461,702 594,709

Foreclosed assets 3,374 5,786 6,235 6,325 7,986 3,374 7,986

Total underperforming assets $ 471,908 $ 522,152 $ 530,171 $ 598,670 $ 619,588 $ 471,908 $ 619,588

Classified and Criticized Assets:

Nonaccrual loans $ 461,702 $ 511,959 $ 521,245 $ 590,820 $ 594,709 $ 461,702 $ 594,709

Substandard loans (still accruing) 1,918,721 1,881,374 1,759,221 1,881,294 1,969,260 1,918,721 1,969,260

Loans 90 days and over (still accruing) 6,832 4,407 2,691 1,525 16,893 6,832 16,893

Total classified loans - "problem loans" 2,387,255 2,397,740 2,283,157 2,473,639 2,580,862 2,387,255 2,580,862

Other classified assets 7,960 20,620 20,616 35,373 43,495 7,960 43,495

Special Mention 705,154 804,028 805,901 893,109 1,008,716 705,154 1,008,716

Total classified and criticized assets $ 3,100,369 $ 3,222,388 $ 3,109,674 $ 3,402,121 $ 3,633,073 $ 3,100,369 $ 3,633,073

Loans 30-89 days past due (still accruing) $ 140,428 $ 114,038 $ 105,632 $ 83,030 $ 128,771 $ 140,428 $ 128,771

Nonaccrual loans / EOP loans1

0.91 % 1.03 % 1.07 % 1.23 % 1.24 % 0.91 % 1.24 %

ACL / nonaccrual loans 133 % 119 % 116 % 102 % 100 % 133 % 100 %

Under-performing assets/EOP loans1

0.93 % 1.05 % 1.09 % 1.25 % 1.29 % 0.93 % 1.29 %

Under-performing assets/EOP assets 0.64 % 0.72 % 0.73 % 0.84 % 0.87 % 0.64 % 0.87 %

30+ day delinquencies/EOP loans1

0.29 % 0.24 % 0.22 % 0.18 % 0.30 % 0.29 % 0.30 %

1 Excludes loans held-for-sale.

Non-GAAP Measures (unaudited)

($ and shares in thousands, except per share data)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

Earnings Per Share:

Net income applicable to common shares $ 249,381 $ 229,638 $ 212,589 $ 178,533 $ 121,375 $ 479,019 $ 262,000

Adjustments:

Pension plan loss (gain) (13,240) — 15,878 — (21,001) (13,240) (21,001)

Tax effect1

2,890 — (3,814) — 5,778 2,890 5,778

Pension plan loss (gain), net (10,350) — 12,064 — (15,223) (10,350) (15,223)

Merger-related charges 12,109 7,323 24,547 69,274 41,206 19,432 47,062

Tax effect1

(792) (1,810) (5,896) (16,494) (11,337) (2,602) (12,426)

Merger-related charges, net 11,317 5,513 18,651 52,780 29,869 16,830 34,636

Debt securities (gains) losses 34 (75) (73) (7) 41 (41) 117

Tax effect1

(7) 19 18 2 (11) 11 (25)

Debt securities (gains) losses, net 27 (56) (55) (5) 30 (30) 92

Distribution of excess pension assets — 3,394 — — — 3,394 —

Tax effect1

— (839) — — — (839) —

Distribution of excess pension assets, net — 2,555 — — — 2,555 —

FDIC special assessment — — (2,994) — — — —

Tax effect1

— — 719 — — — —

FDIC special assessment, net — — (2,275) — — — —

CECL Day 1 non-PCD provision expense — — — — 75,604 — 75,604

Tax effect1

— — — — (20,802) — (20,802)

CECL Day 1 non-PCD provision expense, net — — — — 54,802 — 54,802

Total adjustments, net 994 8,012 28,385 52,775 69,478 9,005 74,307

Net income applicable to common shares, adjusted $ 250,375 $ 237,650 $ 240,974 $ 231,308 $ 190,853 $ 488,024 $ 336,307

Weighted average diluted common shares outstanding 383,273 388,054 389,550 390,496 361,436 385,697 340,250

EPS, diluted $ 0.65 $ 0.59 $ 0.55 $ 0.46 $ 0.34 $ 1.24 $ 0.77

Adjusted EPS, diluted $ 0.65 $ 0.61 $ 0.62 $ 0.59 $ 0.53 $ 1.27 $ 0.99

NIM:

Net interest income $ 578,988 $ 572,573 $ 580,832 $ 574,609 $ 514,790 $ 1,151,561 $ 902,433

Add: FTE adjustment2

7,510 7,849 8,013 7,975 7,063 15,359 12,423

Net interest income (FTE) $ 586,498 $ 580,422 $ 588,845 $ 582,584 $ 521,853 $ 1,166,920 $ 914,856

Average earning assets $ 66,341,949 $ 65,433,548 $ 64,456,815 $ 64,032,811 $ 59,061,249 $ 65,890,258 $ 53,599,627

NIM (GAAP) 3.49 % 3.50 % 3.60 % 3.59 % 3.49 % 3.50 % 3.37 %

NIM (FTE) 3.54 % 3.55 % 3.65 % 3.64 % 3.53 % 3.54 % 3.41 %

Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)

($ in thousands)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

PPNR:

Net interest income (FTE)2

$ 586,498 $ 580,422 $ 588,845 $ 582,584 $ 521,853 $ 1,166,920 $ 914,856

Add: Noninterest income 153,564 122,346 109,759 130,461 132,517 275,910 226,311

Total revenue (FTE) 740,062 702,768 698,604 713,045 654,370 1,442,830 1,141,167

Less: Noninterest expense (372,161) (364,704) (386,320) (445,734) (384,766) (736,865) (653,237)

PPNR $ 367,901 $ 338,064 $ 312,284 $ 267,311 $ 269,604 $ 705,965 $ 487,930

Adjustments:

Pension plan loss (gain) $ (13,240) $ — $ 15,878 $ — $ (21,001) $ (13,240) $ (21,001)

Debt securities (gains) losses 34 (75) (73) (7) 41 (41) 117

Noninterest income adjustments (13,206) (75) 15,805 (7) (20,960) (13,281) (20,884)

Adjusted noninterest income 140,358 122,271 125,564 130,454 111,557 262,629 205,427

Adjusted revenue $ 726,856 $ 702,693 $ 714,409 $ 713,038 $ 633,410 $ 1,429,549 $ 1,120,283

Adjustments:

Merger-related charges $ 12,109 $ 7,323 $ 24,547 $ 69,274 $ 41,206 $ 19,432 $ 47,062

FDIC Special Assessment — — (2,994) — — — —

Distribution of excess pension assets — 3,394 — — — 3,394 —

Noninterest expense adjustments 12,109 10,717 21,553 69,274 41,206 22,826 47,062

Adjusted total noninterest expense (360,052) (353,987) (364,767) (376,460) (343,560) (714,039) (606,175)

Adjusted PPNR $ 366,804 $ 348,706 $ 349,642 $ 336,578 $ 289,850 $ 715,510 $ 514,108

Efficiency Ratio:

Noninterest expense $ 372,161 $ 364,704 $ 386,320 $ 445,734 $ 384,766 $ 736,865 $ 653,237

Less: Amortization of intangibles (23,992) (25,623) (26,016) (26,184) (19,630) (49,615) (26,460)

Noninterest expense, excl. amortization of intangibles 348,169 339,081 360,304 419,550 365,136 687,250 626,777

Less: Amortization of tax credit investments (7,807) (7,111) (9,822) (7,057) (5,815) (14,918) (9,239)

Less: Noninterest expense adjustments (12,109) (10,717) (21,553) (69,274) (41,206) (22,826) (47,062)

Adjusted noninterest expense, excluding amortization $ 328,253 $ 321,253 $ 328,929 $ 343,219 $ 318,115 $ 649,506 $ 570,476

Total revenue (FTE)2

$ 740,062 $ 702,768 $ 698,604 $ 713,045 $ 654,370 $ 1,442,830 $ 1,141,167

Less: Debt securities (gains) losses 34 (75) (73) (7) 41 (41) 117

Less: Pension plan loss (gain) (13,240) — 15,878 — (21,001) (13,240) (21,001)

Total adjusted revenue $ 726,856 $ 702,693 $ 714,409 $ 713,038 $ 633,410 $ 1,429,549 $ 1,120,283

Efficiency Ratio 47.0 % 48.3 % 51.6 % 58.8 % 55.8 % 47.6 % 54.9 %

Adjusted Efficiency Ratio 45.2 % 45.7 % 46.0 % 48.1 % 50.2 % 45.4 % 50.9 %

Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)

($ in thousands)

Three Months Ended Six Months Ended

June 30, March 31, December 31, September 30, June 30, June 30, June 30,

2026 2026 2025 2025 2025 2026 2025

ROAE and ROATCE:

Net income applicable to common shares $ 249,381 $ 229,638 $ 212,589 $ 178,533 $ 121,375 $ 479,019 $ 262,000

Amortization of intangibles 23,992 25,623 26,016 26,184 19,630 49,615 26,460

Tax effect1

(5,998) (6,406) (6,504) (6,546) (4,908) (12,404) (6,615)

Amortization of intangibles, net 17,994 19,217 19,512 19,638 14,722 37,211 19,845

Net income applicable to common shares, excluding intangibles amortization 267,375 248,855 232,101 198,171 136,097 516,230 281,845

Total adjustments, net (see pg.12) 994 8,012 28,385 52,775 69,478 9,005 74,307

Adjusted net income applicable to common shares, excluding intangibles amortization $ 268,369 $ 256,867 $ 260,486 $ 250,946 $ 205,575 $ 525,235 $ 356,152

Average shareholders' equity $ 8,508,205 $ 8,544,220 $ 8,391,067 $ 8,168,575 $ 7,452,116 $ 8,526,113 $ 6,937,161

Less: Average preferred equity (243,719) (243,719) (243,719) (243,719) (243,719) (243,719) (243,719)

Average shareholders' common equity $ 8,264,486 $ 8,300,501 $ 8,147,348 $ 7,924,856 $ 7,208,397 $ 8,282,394 $ 6,693,442

Average goodwill and other intangible assets (2,873,898) (2,894,824) (2,919,924) (2,931,319) (2,670,710) (2,884,304) (2,482,663)

Average tangible shareholder's common equity $ 5,390,588 $ 5,405,677 $ 5,227,424 $ 4,993,537 $ 4,537,687 $ 5,398,090 $ 4,210,779

ROAE 12.1 % 11.1% 10.4% 9.0% 6.7% 11.6 % 7.8 %

ROAE, adjusted 12.1 % 11.5% 11.8% 11.7% 10.6% 11.8 % 10.0 %

ROATCE 19.8 % 18.4% 17.8% 15.9% 12.0% 19.1 % 13.4 %

ROATCE, adjusted 19.9 % 19.0% 19.9% 20.1% 18.1% 19.5 % 16.9 %

Refer to last page of Non-GAAP reconciliations for footnotes.

Non-GAAP Measures (unaudited)

($ in thousands)

As of

June 30, March 31, December 31, September 30, June 30,

2026 2026 2025 2025 2025

Tangible Common Equity:

Shareholders' equity $ 8,583,843 $ 8,510,653 $ 8,494,788 $ 8,309,271 $ 8,126,387

Less: Preferred equity (243,719) (243,719) (243,719) (243,719) (243,719)

Shareholders' common equity $ 8,340,124 $ 8,266,934 $ 8,251,069 $ 8,065,552 $ 7,882,668

Less: Goodwill and other intangible assets (2,862,427) (2,886,419) (2,907,986) (2,926,960) (2,944,372)

Tangible shareholders' common equity $ 5,477,697 $ 5,380,515 $ 5,343,083 $ 5,138,592 $ 4,938,296

Total assets $ 74,189,417 $ 73,002,651 $ 72,151,967 $ 71,210,162 $ 70,979,805

Less: Goodwill and other intangible assets (2,862,427) (2,886,419) (2,907,986) (2,926,960) (2,944,372)

Tangible assets $ 71,326,990 $ 70,116,232 $ 69,243,981 $ 68,283,202 $ 68,035,433

Risk-weighted assets3

$ 55,349,162 $ 54,283,745 $ 53,617,620 $ 52,515,468 $ 52,517,871

Tangible common equity to tangible assets 7.68 % 7.67 % 7.72 % 7.53 % 7.26 %

Tangible common equity to risk-weighted assets3

9.90 % 9.91 % 9.97 % 9.78 % 9.40 %

Tangible Common Book Value:

Common shares outstanding 382,537 386,315 389,662 390,768 391,818

Tangible common book value $ 14.32 $ 13.93 $ 13.71 $ 13.15 $ 12.60

1 Tax-effect calculations use management's estimate of the full year FTE tax rates (federal + state).

2 Calculated using the federal statutory tax rate in effect of 21% for all periods.

3 June 30, 2026 figures are preliminary.

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