
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 appendix to this financial review.
The Company presents EPS, the efficiency ratio, return on average common equity, return on average tangible common equity, pre-provision net revenue 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.
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.
3
Key Messages Record net income, record efficiency ratio1 and an 8th consecutive quarter of YoY positive operating leverageEPS
$0.66
ROATCE1
19.6%
ROAA1
1.37%
Efficiency ratio1
RECORD
46.1%
Tangible book value / share
$13.77
Adjusted EPS1
RECORD
$0.66
+12% YoY · +2% QoQ
Adjusted ROATCE1
19.6%
-53 bps YoY · -34 bps QoQ
Adjusted ROAA1
1.37%
+5 bps YoY · -2 bps QoQ
Adjusted Efficiency ratio1
RECORD
44.9%
321 bps better YoY · 24 bps better QoQ
Combined payout ratio
62%
$155 million of capital returned to common shareholders
EARNINGS
Record results drive peer-leading profitabilityRecord net income of $254 million
EPS of $0.66 and record adjusted EPS1 of $0.66
ROATCE1 of 19.6% and adjusted ROATCE1 of 19.6%
ROAA1 of 1.37% and adjusted ROAA1 of 1.37%
Record efficiency ratio1 of 46.1% and record
adjusted efficiency ratio1 of 44.9%
CREDIT
Credit quality remains stableCriticized and classified loans down 9%
Net charge-offs of 27 bps; 24 bps excluding PCD loans
Delinquencies, nonaccrual loans and provision in normalized ranges
CAPITAL
Strong capital funding growth and shareholder returnsCET1 of 11.11%, stable to 2Q26 while funding 3% annualized loan growth
Repurchased $100 million, or 3.9 million shares, of common stock; $177 million authorization remaining
Paid $55 million of quarterly common stock cash dividends
TBV per share excluding the impact of a $391 million rate-driven decrease in AOCI, increased 13% annualized
1 Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation 4
Third-Quarter 2026 At A Glance Strong execution across the franchise drove record efficiency and solid balance sheet growthRe p o r t e d A d j u st e d 1
A d j u st e d 1
Earnings per diluted share | $0.66 | $0.66 | +2% | • | |
Net income to common shareholders | $250 | $250 | - % | ||
Return on average assets1 | 1.37 % | 1.37 % | -2 bps | ||
Return on average TCE1 | 19.6 % | 19.6 % | -34 bps | ||
Efficiency ratio1 | 46.1 % | 44.9 % | -24 bps | • | |
Net interest margin (FTE)1 | 3.52 % | ||||
Tangible book value / share1 | $13.77 | • | |||
Total loan2 growth (annualized) | 3 % | ||||
Total deposit growth (annualized) | 11 % | ||||
Total cost of deposits | 179 bps |
v s. 2 Q 2 6
K EY P ERFO RM A N CE D RI V ERS
Total loan2 growth of $362 million (3% annualized) - C&I up
$148 million (4% annualized) and CRE up $157 million (3% annualized)
$3.0 billion of total commercial production - 86% floating at 5.9%
Total commercial pipeline of $4.4 billion, up 6% YoY
Total deposits up 11% annualized on higher business and public funds
Total deposit costs of 179 bps and interest-bearing deposit costs of 231 bps, both up 8 bps
Record efficiency ratio1 of 46.1% and record adjusted efficiency ratio1 of 44.9%
$ in millions, except per share data 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 5
Balance Sheet Strong deposit growth funded loan growth and reduced reliance on wholesale borrowingsEnd of period balances | 3Q26 | 2Q26 | 3Q25 | 3Q26 vs. 2Q26 | 3Q26 vs. 3Q25 |
Available-for-sale securities, at fair value | $11,317 | $11,582 | $11,418 | (2)% | (1)% |
Held-to-maturity securities, at amortized cost | $2,823 | $2,845 | $2,910 | (1)% | (3)% |
Total loans1 | $51,179 | $50,816 | $48,048 | 1 % | 7 % |
Total assets | $74,424 | $74,189 | $71,210 | - % | 5 % |
Total deposits | $57,639 | $56,147 | $55,006 | 3 % | 5 % |
Borrowings | $7,134 | $8,424 | $6,766 | (15)% | 5 % |
Total liabilities | $66,129 | $65,606 | $62,901 | 1 % | 5 % |
Shareholders' equity | $8,295 | $8,584 | $8,309 | (3)% | - % |
CET1 capital to RWA2 | 11.11 % | 11.09 % | 11.02 % | - % | 1 % |
AOCI | $(949) | $(558) | $(524) | 70 % | (81)% |
Tangible common book value per share3 | $13.77 | $14.32 | $13.15 | (4)% | 5 % |
Loans / deposits | 89 % | 91 % | 87 % | (2)% | 2 % |
$ in millions, except per share data 1 Includes loans held-for-sale 2 3Q26 figures are preliminary 3 Non-GAAP financial measure that management believes is useful in
evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation 6
Earning Assets Loan growth continued with improving yields and healthy commercial productionTotal loans1 and loan yields
6.28%
5.88%
5.92%
$48,048 $50,816 $51,179
3Q25 2Q26 3Q26
Total securities2 and securities yields
$14,949 $15,083 $14,796
4.24%
4.11%
4.19%
3Q25 2Q26 3Q26
T O T A L LO A N S 1
Total loan growth of $362 million, or 3% annualized; up 7% YoY
C&I loan growth of $148 million, or 4% annualized; up 12% YoY
CRE loan growth of $157 million, or 3% annualized; up 3% YoY
$3.0 billion total commercial production - 86% floating at 5.9%
$4.4 billion total commercial pipeline, up 6% YoY
October 1, 2026 total loan portfolio spot yield of 6.0%
SECU RI T I ES 2
Duration3 of 4.7, compared to 4.1 for 2Q26
3Q26 new money yield of 5.4%
Current new money yields are ~6.0%
Estimated next-twelve-month cash flows4 of
~$1.8 billion
LO A N 1 P O RT F O LI O M I X
CRE non-owner occupied 32%
C&I 32%
Residential real estate 17%
CRE owner occupied 12%
Consumer 7%
SECU RI T I ES 2 P O RT F O LI O M I X
U.S. treasuries and agency-backed | 85% |
Highly-rated municipal securities | 9% |
Corporate and other | 6% |
All commercial mortgage-backed securities are agency-backed.
7
$ in millions 1 End of period balances; includes loans held-for-sale. 2 End of period balances; includes available-for-sale securities, held-to-maturity securities, equity securities and FHLB/FRB stock. 3 Available-for-sale effective duration reflects available-for-sale effective duration including securities hedges. 4 Cash flows include principal and interest.
Deposit FranchiseDeposits grew $1.5 billion, or 11% annualized; long-tenured and granular base with 22% noninterest-bearing
Period-end total deposits
CO ST & M I X
W H Y T H E B A SE I S D U RA B LE
$5.7
$5.0
$5.6
$25.1
$26.9
$27.8
$24.2
$24.2
$24.2
$55.0 $56.1 $57.6
Accounts under $25k; % of accounts ~80%
Total cost of deposits, up 8 bps QoQ
179 bps
Spot rate of 187 bps at September 30, 2026
Total deposits; median balance ~$3,800
Core account balance, $0-$250k $17k
Interest-bearing deposit cost, up 8 bps QoQ
231 bps
Peer2 average, $0-$250k $23k
3Q25 2Q26 3Q26
Core deposits with tenure >5 years ~75%
Top 20 clients / total deposits ~11%
Retail Commercial Public
Noninterest-bearing share of deposits
22%
Top 20 weighted average tenure ~13 years
Cost of total deposits vs. exception pricing1
2.99% 2.59% 2.57% 2.58%
1.97% 1.80% 1.72% 1.71% 1.79%
2.76%
Top 20 collateralized or insured >85%
Exception priced / total deposits ~37%
Exception priced, average rate1 2.76%
Deposit growth came from business and public funds.
Insured share of total deposits
>70%
3Q25 4Q25 1Q26 2Q26 3Q26
Cost of Deposits Exception Pricing1
8
$ in billions unless otherwise stated. 1 Exception pricing shown at the weighted average rate at end of period. 2 Peer data per S&P Global Market Intelligence as of June 30, 2026; peer group defined in the Appendix.
Income Statement and Earnings Performance Metrics Adjusted EPS increased 12% YoY, reflecting continued improvement in core operating performance3Q26 | 2Q26 | 3Q25 | 3Q26 vs. 2Q26 | 3Q26 vs. 3Q25 | |||
Net interest income1,2 | $592 | $586 | $583 | 1 | % | 2 | % |
Provision for credit losses3 | 34 | 36 | 27 | (7) | % | 26 | % |
Adjusted noninterest income1 | 128 | 140 | 130 | (9) | % | (2) | % |
Pension plan gain4 | 1 | 13 | - | N/M | N/M | ||
Adjusted noninterest expense1 | 355 | 360 | 376 | (1) % | (6) % | ||
Merger-related charges | 1 | 12 | 69 | N/M | N/M | ||
Income taxes1,2 | 77 | 78 | 58 | (1) | % | 34 | % |
Net income | $254 | $253 | $183 | - | % | 39 | % |
Preferred dividends | 4 | 4 | 4 | - | % | - | % |
Net income applicable to common shares | $250 | $249 | $179 | - | % | 40 | % |
Net income applicable to common shares, adjusted1 | $250 | $250 | $231 | - | % | 8 | % |
Net interest margin1,2 | 3.52 % | 3.54 % | 3.64 % | (2)bps | (12)bps | ||
Earnings per diluted share | $0.66 | $0.65 | $0.46 | 2 | % | 43 | % |
Adjusted earnings per diluted share1 | $0.66 | $0.65 | $0.59 | 2 | % | 12 | % |
Return on average assets | 1.37 % | 1.38 % | 1.03 % | (1)bps | 34 bps | ||
Adjusted return on average assets1 | 1.37 % | 1.39 % | 1.32 % | (2)bps | 5 bps | ||
Return on average tangible common equity | 19.6 % | 19.8 % | 15.9 % | (25)bps | 372 bps | ||
Adjusted return on average tangible common equity1 | 19.6 % | 19.9 % | 20.1 % | (34)bps | (53)bps | ||
9
$ in millions, except per-share data 1 Non-GAAP financial measures that management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation 2 Fully Taxable Equivalent Basis 3 Includes the provision for credit losses on unfunded loan commitments 4 Includes a gain associated with the termination of the Bremer pension plan
Net Interest Income & Net Interest Margin1Net interest income¹ increased as earning asset growth and favorable rate/volume mix more than offset higher deposit costs
Net interest income (FTE)1 and net interest margin1 M A RG I N B RI D G E · 2 Q 2 6 T O 3 Q 2 6
2Q26 net interest margin1 3.54%
$583 $586 $592
Rate / volume mix +4 bps
3.64%
3.54%
3.52%
Day count +2 bps
Interest-bearing deposit costs (8) bps
3Q26 net interest margin1 3.52%
W ELL- P O SI T I O N ED F O R RI SI N G RA T ES
3Q25 2Q26 3Q26
Net interest income (FTE) Net interest margin (FTE)
Current spot rates favorable to NIM by ~2bps
63% of loans are variable or floating rate; 94% reprice within three months
86% of 3Q26 and 88% of YTD commercial production was floating rate
~$4.6 billion of fixed-rate loans with WAR of 5.1% and
~$1.8 billion of fixed-rate securities with WAR of 4.2% reprice over the next twelve months at September 30, 2026
$3.4 billion of net balance sheet hedges protect downside risk
10
$ in millions. ¹ Fully Taxable Equivalent Basis; Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company; see Appendix for Non-GAAP reconciliation.
Noninterest Income Bank and wealth fees remained resilient as other income normalized from elevated second quarter levelsA D JU ST ED N O N I N T EREST I N CO M E 1
Adjusted noninterest income¹
3Q26 2Q26 3Q25
Bank fees $43 $41 $41
Wealth fees 42 42 40
Mortgage fees 9 11 10
Capital markets 12 12 13
Other 22 34 26
Adjusted noninterest income¹ $128 $140 $130
$140
$130 $128
3Q25 2Q26 3Q26
K EY P ERF O RM A N CE D RI V ERS
Quarter-end mortgage pipeline
$188M
vs. $229M at 2Q26
Change vs. 3Q25
-2%
vs. $130M in 3Q25
Adjusted noninterest income1
$128M
-9% vs. 2Q26
Other income elevated by ~$10 million in 2Q26 due to market value adjustments, higher BOLI income and an asset recovery
Quarter-end mortgage pipeline was $188 million compared to
$229 million for 2Q26
11
$ 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.
Noninterest Expense Disciplined expense management drove a record adjusted efficiency ratio1 of 44.9%A D JU ST ED N O N I N T EREST EX P EN SE 1
Adjusted noninterest expense¹
3Q26 2Q26 3Q25
Salaries & employee benefits $180 $183 $194
Occupancy & equipment 46 45 47
Technology & communication 34 36 41
Amortization of intangibles 23 24 26
Other 72 72 68
Adjusted noninterest expense¹ $355 $360 $376
Adjusted noninterest expense1
$355M
-1% vs. 2Q26
Change vs. 3Q25
-6%
vs.$376M in 3Q25
Adjusted efficiency ratio¹
44.9%
Company record
$376 $360 $355
3Q25 2Q26 3Q26
K EY P ERF O RM A N CE D RI V ERS
Disciplined expense management
Record adjusted efficiency ratio¹ of 44.9%
Continued to invest in organic growth during 3Q26; added 19 Commercial and 7 Wealth relationship managers
Opened new LPOs in Ohio (Cleveland and Columbus)
Enhanced leadership in 1834 and FX while adding new executives across several new strategic disciplines (FinTech/Food & Bev)
12
$ 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.
Credit Quality Credit remains strong: net charge-offs of 24 bps excluding PCD, delinquencies down and nonaccruals stableNet charge-offs
% of average loans, annualized
0.25% 0.26% 0.27%
0.24%
30+ day delinquency and nonaccrual loans
% of total loans
1.23%
0.91%
0.92%
W H A T T H I S Q U A RT ER SH O W S
Net charge-offs, delinquencies, nonaccrual loans and provision in normalized ranges
- Net charge-offs of 24 bps excluding the 3 bps impact of PCD loans
0.18%
0.29%
0.25%
0.22%
0.17%
3Q25 2Q26 3Q26
ONB Excluding PCD
3Q25 2Q26 3Q26
Nonaccrual Loans 30+ Day Delinquency
M O D EL A SSU M P T I O N S
Multiple scenario weighted forecast
Qualitative reserves are ~19% of total ACL
A LLO W A N CE FO R CRED I T LO SSES 1 - Q o Q
Allowance at 9/30/2026
$612M
1.20% of total loans2
Loan growth & unfunded
+$4M
Reserve build on growth
Economic forecast & other
-$4M
No material impact due to change in assumptions
Allowance at 6/30/2026
$612M
1.21% of total loans2
A CQ U I SI T I O N A CCO U N T I N G
$38 million of credit discount remains on Bremer non-PCD loans
5% allowance on the remaining $1.8 billion of PCD loans
$ in millions. ¹ Includes reserve for unfunded commitments 2 Excludes loans held-for-sale 13
Strong Capital PositionCET1 up 2 bps to 11.11% while funding earning asset growth and returning $155 million to shareholders
Tangible common book value per share1
+5% YoY · -15% annualized QoQ
3 Q 2 6 CA P I T A L D EP LO Y M EN T
$250 million of net income applicable to common shares
CA P I T A L RA T I O S 2
CET1 / RWA
11.11% 11.09% 11.02%
3Q26
2Q26
3Q25
$13.15
$14.32 $13.77
Share repurchases
3.9 million shares
$100M
Tier 1 / RWA 11.54%
Common dividends
Quarterly cash dividend
$55M
Total capital / RWA 13.59%
TCE / tangible assets 7.28%
11.53%
13.65%
7.68%
11.49%
12.78%
7.53%
Retained
Supports loan growth
$95M
3Q25 2Q26 3Q26
Combined payout ratio
62%
Common shares outstanding
378.6M
vs. 390.8M at 3Q25
Tangible common equity
$5.2B
vs. $5.1B at 3Q25
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 3Q26 figures are preliminary
P O SI T I O N
$177 million of repurchase authorization remaining
Capital strength validated by internal stress testing
HTM pre-tax unrealized losses of
$559 million, or ~$419 million net of tax
TBV per share excluding the impact of a
$391 million rate-driven decrease in AOCI, increased 13% annualized
14
Full Year Outlook Outlook unchanged from prior quarterFull-year 2026 3Q26 Actual Prior 2026 Guidance Current 2026 Guidance
End-of-period loans (including HFS) up 3% annualized
(up 6% YTD, annualized)
up 6%-8% YoY Unchanged
Net interest income (FTE) $592 million ~$2,400 million ± 2% Unchanged
Noninterest income $128 million ~$515-$525 million Unchanged
Noninterest expense $355 million ~$1,435-$1,455 million 1
Unchanged
Net charge-off ratio 0.27 % ~0.25%-0.30% Unchanged
Provision for credit losses $34 million ~$135-$145 million Unchanged
Income tax rate - GAAP / adjusted FTE 22% / 23% ~22% / ~24% Unchanged
Results in positive operating leverage and greater than 15% EPS growth year over year
Net interest income drivers - we see more opportunities than headwinds in today's environment
O P P O RT U N I T I ES
Fixed rate repricing
Strong loan growth outlook
Loan spread and asset mix opportunities
Current spot rates favorable to NIM by ~2 bps
A SSU M P T I O N S
No Fed interest rate actions assumed in 4Q26
Deposit pricing remains competitive
Funding mix remains relatively stable
Includes investment in top revenue-generating talent
15
$ in millions. Prior 2026 guidance as presented in the Company's 2Q26 earnings presentation. Net interest income (FTE), noninterest income and noninterest expense are non-GAAP financial measures; see the Appendix for reconciliations.
1 Includes investment in new revenue-generating talent
Appendix Diversified Loan PortfolioA $51.1 billion loan portfolio diversified by asset class and geography
MN | $10.1 | 20% |
IL | 8.6 | 17% |
IN | 5.9 | 11% |
WI | 4.6 | 9% |
MI | 3.2 | 6% |
TN | 2.3 | 4% |
KY | 1.7 | 3% |
ND | 1.5 | 3% |
TX | 1.5 | 3% |
FL | 1.4 | 3% |
OH | 1.1 | 2% |
Other | 9.5 | 19% |
Total | $51.1 | 100% |
Total loans
CRE non-owner occupied
$16.7 billion · 32% of total loans
T O T A L LO A N S B Y ST A T E
$51.1B
Multifamily
Other
Warehouse Industrial
Office Retail
CRE owner occupied
17%
17%
14%
11%
41%
$6.0 billion · 12% of total loans
CRE non-owner occupied | 32% | Industrial | 2 |
C&I | 32% | Other | 25% |
Residential real estate | 17% | Retail | 22% |
Warehouse 8%
CRE owner occupied 12%
Consumer 7%
Senior Housing
Office
13%
12%
17
$ in billions. As of September 30, 2026. Excludes loans held-for-sale. Summations may not equal due to rounding. CRE portfolio percentages shown as a share of total loans.
CRE Non-Owner Occupied Maturities
CRE non-owner occupied maturing <18 months
CRE non-owner occupied maturing <18 months -interest rate <4%
$0.7B
$4.9B
~1% of total loans
M A T U RI N G CRE N O N - O W N ER O CCU P I ED LO A N S
Manageable volume of loans subject to refinance risk
Predominantly multifamily; continues to experience stronger demand and rents
~1% of total loans that are CRE non-owner occupied mature within 18 months at <4% rate
Loans underwritten at +300 bps over contractual rates at origination
Interest rate >4% | 89% | Multifamily | 49% | |
Interest rate <4% | 11% | Other | 11% | |
Office | 11% |
As of September 30, 2026. 18
CRE Non-Owner Occupied - OfficeA $2.3 billion office portfolio of smaller, in-footprint loans with low CBD exposure
Our lending looks more like this …less like this
80% located in the bank's footprint and diversified by submarket. CBD office exposure is low and primarily within footprint, across 13 cities.
O F F I CE P O RT F O LI O
Total office portfolio $2.3B
Average loan size $4.1M
Located in bank's footprint 80%
MOB and/or investment grade tenants 60%
CBD share of NOO office 10%
Weighted average LTV ~62%
Weighted average DSC ~1.47x
As of September 30, 2026. 19
CRE Non-Owner Occupied - MultifamilyA $6.8 billion multifamily portfolio with stable demand and no material rent-controlled exposure
Our lending looks more like this …less like this
Stable demand and rental rates in core markets (IL, MN, WI). Multifamily remains the dominant and stable CRE asset class.
M U LT I F A M I LY P O RT F O LI O
Total multifamily portfolio $6.8B
Average loan size $5.5M
Located in bank's footprint 87%
Material rent-controlled exposure None
Weighted average LTV ~61%
Weighted average DSC ~1.34x
As of September 30, 2026. 20
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