Old National Bancorp · NASDAQ:ONB
Old National Bancorp — IPO Roadshow (January 2026)
40 slides from Old National Bancorp's IPO roadshow presentation, Jan 26, 2026
Slide 1: Fixed Income Investor Presentation January 2026
Fixed Income Investor Presentation January 2026 Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333 - 272312 Dated January 26, 2026
Slide 2: Disclaimer
2 This Presentation contains summarized consolidated information concerning Old National Bancorp (the “Company” or “Old National” ) and the Company’s business, operations, financial performance and trends . No representation is made that the information in this presentation is complete . For additio
Slide 3: Forward-Looking Statements
3 This Presentation contains certain "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27 A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21 E of the Securities Exchange Act of 1934 and Rule
Slide 4: Non-GAAP Financial Measures
4 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 financial measures , which the Company bel
Slide 5: Additional Information and Where to Find It
5 Additional Information and Where to Find It This presentation is neither an offer to sell nor a solicitation to purchase any securities of the Company . There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
Slide 6: Offering Overview
6 Offering Overview 1 A rating is not a recommendation to buy, sell, or hold securities. Ratings may be subject to revision or withdrawal at any ti me by the assigning rating organization. Each rating agency has its own methodology for assigning ratings and, accordingly, each rating should be evalua
Slide 7: Meet The Team: Today's Presenters
7 Meet The Team Today’s Presenters John Moran Chief Financial Officer Tim Burke President & Chief Operating Officer Carrie Goldfeder Chief Credit Officer Mike Loyd Treasurer
Slide 8: Franchise Overview
Franchise Overview
Slide 9: Snapshot of Old National
9 Snapshot of Old National Financial data as of or for the quarter ended 12 /3 1 /2025, except as noted 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP reconciliation 2 Market data as of 12/31/2025 3 M
Slide 10: ONB Has Dramatically Enhanced Franchise Value
10 ONB H as Dramatically Enhanced Franchise Value Q4 ’25 2013 $7 2 $10 $3 7 $6 $ 2.48 (ann.) $1.05 $13. 71 $7.85 46 % 67% 4,971 ~2,600 3 46 169 $15 9.2 $42.7 4 M 463k $8 8 , 44 7 $40,663 Assets ($B) AUM ($B) Adjusted EPS 1 TBV Per Share 1 Adj. Efficiency Ratio 1 Headcount Branches Deposits / Branch
Slide 11: Corporate Strategy
11 Corporate Strategy Old National’s primary strategic objective is to be a top quartile performing “basic bank” that is a primary, trusted partner to our clients in the communities we serve, and a highly respected, highly valued employer that continually empowers our team members to grow, develop a
Slide 12: Low-Risk Balance Sheet Relative to Peers
12 Financial data as of or for the quarter ended 9/30/2025, except as noted 1 Peer Group data per S&P Capital IQ Pro as of 9 /30/2025 - See Appendix for definition of Peer Group 2 Peer Group data per S&P Capital IQ Pro as of full years 2022 - 2024 for 3 - Year and 2010 - 2024 for 15 - Year 3 Exclude
Slide 13: Financial Details
Financial Details Data as of December 31 , 2025
Slide 14: Leading Profitability & Capital Generation
14 Leading Profitability & Capital Generation 1 11.4% 11.6% 11.8% 14.1% 14.6% 14.6% 14.7% 14.7% 14.9% 14.9% 15.0% 15.4% 17.3% 17.7% 20.1% 20.5% 1 Peer Group data per S&P Capital IQ Pro as of 9 /30/2025 - See Appendix for definition of Peer Group 2 Peer figures represent core metrics, as defined by S
Slide 15: Fourth-Quarter 2025 Highlights
15 Fourth - Quarter 2025 Highlights Recent Performance Drivers • Total loan 2 growth of $768.8 million or 6.4% annualized • Granular low - cost deposit franchise – Total deposits up 0.6% annualized – Total deposit costs of 180 bps , down 17 bps • Relative to guidance, performed in - line or better o
Slide 16: Consistent & High Levels of Profitability
16 Consistent & High Levels of Profitability 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP reconciliation ROAA - return on average assets ROATCE - return on average tangible common equity GAAP - gene
Slide 17: Net Interest Income and NIM
17 $400 $393 $522 $583 $589 3.30% 3.27% 3.53% 3.64% 3.65% $100 $200 $300 $400 $500 $600 $700 4Q24 1Q25 2Q25 3Q25 4Q25 Net Interest Income NIM $ in millions Annualized growth figures measured versus prior quarter 1 Fully Taxable Equivalent Basis; Non - GAAP financial measure that management believes
Slide 18: Diversified Fee Income Sources
18 Bank Fees 32% Wealth Fees 31% Capital Markets 10% Mortgage Fees 9% BOLI 6% Other 12% Diversified Fee Income Sources $ in m illions , except as noted 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP r
Slide 19: Disciplined Expense Management
19 Disciplined Expense Management $ in millions 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP reconciliation Adjusted Noninterest Expense 1 Adjusted Efficiency Ratio 1 $143 $143 $180 $194 $180 $39 $3
Slide 20: Quality, Low-Cost Deposit Franchise
20 $20 $20 $25 $24 $24 $15 $15 $21 $22 $22 $4 $4 $6 $6 $5 $2 $2 $3 $3 $4 $41 $41 $54 $55 $55 4Q24 1Q25 2Q25 3Q25 4Q25 Retail Commercial Public Brokered Quality, Low - Cost Deposit Franchise $ in billions 1 Includes the estimate of Old National Bank federally uninsured deposit balances for regulatory
Slide 21: Diversified Loan Portfolio
21 $10 $11 $15 $15 $15 $4 $4 $6 $6 $6 $12 $12 $16 $16 $16 $7 $7 $8 $8 $8 $3 $3 $3 $3 $3 $36 $36 $48 $48 $49 4Q24 1Q25 2Q25 3Q25 4Q25 C&I CRE - OO CRE - Non OO Residential Consumer Diversified Loan Portfolio 6.14% 5.83% 6.16% 6.28% 6.14% $ in billions Excludes loans held - for - sale Summations may n
Slide 22: Commercial Real Estate Portfolio
22 Multifamily 41% Retail 12% Other 19% Warehouse Industrial 16% Office 12% Senior Housing 8% Retail 23% Other 23% Warehouse Industrial 31% Office 15% Commercial Real Estate Portfolio As of 12 /3 1 /2025 Excludes loans held - for - sale Summations may not equal due to rounding 1 Measured relative to
Slide 23: Stable Credit Quality
23 4.2% 5.4% 5.4% 5.2% 4.7% 6.7% 7.6% 7.5% 7.0% 6.3% 4Q24 1Q25 2Q25 3Q25 4Q25 Classified Loans Classified + Criticized Loans 0.21% 0.24% 0.24% 0.25% 0.27% 0.17% 0.21% 0.21% 0.17% 0.16% 4Q24 1Q25 2Q25 3Q25 4Q25 NCOs NCOs (ex PCD) 1.23% 1.29% 1.24% 1.23% 1.07% 0.27% 0.22% 0.30% 0.18% 0.22% 4Q24 1Q25 2
Slide 24: Peer Credit Data
24 Peer Credit Data 1 Peer Group data per S&P Capital IQ Pro - See Appendix for definition of Peer Group 2 Excludes purchased credit deteriorated net charge - offs FY - Full - year Peer Avg. 1 Peer Avg. 1 Peer Avg. 1 Peer Avg. 1 2 2
Slide 25: High Quality Investment Portfolio
25 U.S. Treasuries and Agency Backed 84% Municipal 10% Corporate & Other 6% High Quality Investment Portfolio Securities Portfolio Composition 2 Highlights • High - quality portfolio – 84% U.S. treasuries and agency - backed – 10% highly - rated municipals securities – 6% corporate and other – All C
Slide 26: Ample and Diverse Sources of Liquidity
26 Ample and Diverse Sources of Liquidity Diversified Liquidity Sources Loans HFI / Deposits Cash + AFS Securities / Assets 1 Cash and Due $2B Unencumbered Securities $6B Fed Discount Window $4B FHLB $8B $20B+ available liquid funds and borrowing capacity 89% 89% 88% 87% 89% 4Q24 1Q25 2Q25 3Q25 4Q25
Slide 27: Strong Capital Ratios
27 Strong Capital Ratios 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP 2 4Q25 figures are preliminary 3 CRE as defined in the regulatory agencies guidance on CRE and is sourced from bank call report.
Slide 28: Key Investment Highlights
28 Financial data as of or for the quarter ended 12 /3 1 /2025 , except as noted 1 Non - GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non - GAAP reconciliation 2 Includes loans held - for - sale ROAA - r eturn on aver
Slide 29: Appendix
Appendix Appendix
Slide 30: Credit Ratings & Subordinated Debt Maturity Profile
30 Credit Ratings & Subordinated Debt Maturity Profile Subordinated Debt Maturity Profile as of December 31, 2025 Current Coupon Back - End Coupon Front - End Coupon Tier 2 Treatment Amount ($000) Call Date Maturity Date Rank Entity Term / Structure 5.875% NA 5.875% 0% $150,000 NA 9/29/2026 Subordin
Slide 31: Conservative Lending Limit/Risk Grades
31 Conservative Lending Limit/Risk Grades 1 Data as of 12 /3 1 /2025 0 1 2 3 4 5 6 - Investment Grade Borrower Asset Quality Rating (Risk Grade) - Minimal Grade - Modest Grade - Average Risk - Strong Monitor - Monitor - Watch $150MM $125MM $100MM $80MM $70MM $50MM $30MM In - House Direct Lending Lim
Slide 32: CRE Non Owner Occupied - Office
32 CRE Non Owner Occupied - Office Our Lending Looks More Like This … ...Less Like This ▪ Total office portfolio of $ 2.0 billion; average loan size is $3. 5 million – Largest exposure of ~$ 7 0 million (large, diversified MOB) ▪ 86 % located in B ank’s footprint, diversified by submarket ▪ 4 7 % of
Slide 33: CRE Non Owner Occupied - Multifamily
33 CRE Non Owner Occupied - Multifamily Our Lending Looks More Like This … ...Less Like This ▪ Total multifamily portfolio of $6. 6 billion; average loans size is $4.9 million – Largest exposure of ~$65 million ▪ 87% located in B ank’s footprint ▪ Continued strong demand and rental rates in core mar
Slide 34: Markets of Operation
34 Markets of Operation ONB's Top 20 MSAs ONB Rank ONB Branches ONB Deposits in Mkt. ($M) % of Franchise ONB Mkt. Share (%) Proj. Pop. Growth '26 - '31 Current Median HHI ($) Proj. HHI Growth '26 - '31 1 Chicago-Naperville-Elgin, IL-IN 9 89 $18,009 32.8% 3.0% 0.5% $97,107 13.1% 2 Minneapolis-St. Pau
Slide 35: 4Q24 Q2 2Q25 3Q25 4Q25 $394. $ 387.6 $514.8 $574.6 $580.8 Net interest income
35 4Q24 1 Q2 5 2Q25 3Q25 4Q25 $394. 1 $ 387.6 $514.8 $574.6 $580.8 Net interest income 5.8 5.4 7.1 8.0 8.0 FTE Adjustment $ 399 . 9 $ 393.0 $521.9 $582.6 $588. 8 Net interest income (FTE) 95.8 93.8 132.5 130.5 109.7 Add: Noninterest income $495.7 $ 486.8 $654.4 $713.0 $698.6 Total revenue (FTE) (27.
Slide 36: Non-GAAP Reconciliation
36 Non - GAAP Reconciliation $ in millions Summations may not equal due to rounding 4Q24 1 Q25 2 Q25 3Q25 4Q25 $95.8 $ 93.8 $13 2 .5 $130.5 $109.7 Noninterest income 0.1 0. 1 0.0 0.0 0.0 Less: Debt securities gains/losses 0.0 0.0 (21.0) 0.0 15.9 Less : Pension plan loss (gain) $95.9 $ 93.9 $ 111.5 $
Slide 37: Non-GAAP Reconciliation
37 Non - GAAP Reconciliation $ in millions Summations may not equal due to rounding FTE - f ully taxable equivalent 4Q24 1 Q25 2 Q25 3Q25 4Q25 $276.8 $ 268.5 $ 384.8 $445.7 $386.3 Noninterest Expense (7.2) ( 6.8 ) ( 19.6 ) (26.2) (26.0) Less: Intangible amortization 269.6 261.7 365.2 419.5 360.3 Non
Slide 38: Non-GAAP Reconciliation
38 Non - GAAP Reconciliation $ in millions Summations may not equal due to rounding 4Q24 1 Q25 2 Q25 3Q25 4Q25 $149.8 $ 140.7 $ 121.4 $178.5 $212.6 Net income applicable to common shares 5.4 5.1 14.7 19.6 19.6 Add: Intangibles amortization, net of tax $155.3 $ 145.8 $ 136.1 $198.2 $ 232.1 Tangible n
Slide 39: Non-GAAP Reconciliation
39 Non - GAAP Reconciliation $ in millions Summations may not equal due to rounding 4Q24 1 Q25 2 Q25 3Q25 4Q25 $6,340.3 $ 6,535.0 $ 8,126.4 $8,309.3 $8,494.8 Shareholders' equity (243.7) (243.7) (243.7) (243.7) (243.7) Less: Preferred equity 6,096.6 6,291.3 7,882.7 8,065.6 8,251.1 Shareholders' comm
Slide 40: 2025 Peer Group
40 2025 Peer Group Like - size, publicly - traded financial services companies, serving comparable demographics with comparable services as Old National Bancorp ASB Associated Banc - Corp BOKF BOK Financial Corporation CADE Cadence Bancorporation COLB Columbia Banking System, Inc. CMA Comerica Incor