Document

December 12, 2024

Via EDGAR

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.20549

Attn: Ms. Shannon Davis

Mr. Michael Volley

Mr. Robert Arzonetti

Mr. Christian Windsor

Re: Old National Bancorp

Form 10-K for the Fiscal Year Ended December 31, 2023

Letter dated November 14, 2024

File No. 001-15817

Ladies and Gentlemen:

Set forth below is the response from Old National Bancorp (the “Company,” “we” or “our”) to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”), dated November 14, 2024 (the “Comment Letter”), concerning the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

For convenience of the Staff’s review, we have set forth below the comment of the Staff in the Comment Letter, with the Company’s response thereto immediately following. Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Form 10-K for the Fiscal Year Ended December 31, 2023

Financial Condition

Loan Portfolio

Commercial and Commercial Real Estate Loans, page 50

1. We note your response to prior comment 2. Please confirm that in future filings you

will provide additional disclosure to explain the circumstances which must be met in

order to approve a commercial loan that exceeds the 80% LTV threshold. We note

that you provide a discussion of the process for approving exceptions in your

discussion of your process for approving consumer loans.

Response:

We respectfully acknowledge the Staff’s comment and will provide additional disclosures to explain the circumstances which must be met in order to approve a commercial loan that exceeds the 80% LTV threshold in our future filings with the Commission.

If you have further questions or require additional clarifying information, please contact Angela Putnam, Chief Accounting Officer, at (773) 765-7733, Michael Woods, Corporate Controller, at (812) 461-9067, or Mike Ebner, Senior Assistant General Counsel, at (773) 628-5474.

Sincerely,

/s/ John V. Moran IV

John V. Moran IV

Senior Executive Vice President and Chief Financial Officer

Cc: James C. Ryan III, Chairman and Chief Executive Officer, Old National Bancorp

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