Our Amended and Restated 2008 Incentive Compensation Plan (the “ICP”), which was approved by shareholders, permits the grant of share-based awards to our employees. At December 31, 2024, 4.9 million shares were available for issuance. The granting of awards to key employees is typically in the form of restricted stock or performance share awards or units. We believe that such awards better align the interests of our employees with those of our shareholders. Total compensation cost included in salaries and employee benefits for the ICP was $32.3 million in 2024, $27.9 million in 2023, and $28.7 million in 2022. The total income tax benefit was $7.9 million in 2024, $6.9 million in 2023, and $7.1 million in 2022.

Restricted stock awards require certain continued service requirements to be met and shares generally vest, depending on the award terms, annually over a three-year period, at the end of a one-year period, cliff vest in three years from the grant date, or vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the vesting period. Shares are subject to certain restrictions and risk of forfeiture by the participants.


	Years Ended December 31,
	2024		2023
(shares in thousands)	Shares	Weighted Average Grant-Date Fair Value	Shares	Weighted Average Grant-Date Fair Value
Unvested balance at beginning of period	1,932	$16.51	1,869	$17.76
Granted during the year	2,392	16.64	1,042	15.43
Vested during the year	(955)	17.36	(924)	17.80
Forfeited during the year	(80)	16.38	(55)	16.84
Unvested balance at end of period	3,289	$16.47	1,932	$16.51

As of December 31, 2024, there was $31.1 million of total unrecognized compensation cost related to unvested restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of the shares vested was $16.6 million in 2024, $15.1 million in 2023, and $7.9 million in 2022.

Performance shares or units require certain performance goals to be achieved and shares are earned and vest at the end of a 36 month period based on the achievement of certain targets. Compensation expense is recognized on a straight-line basis over the performance period of the award. For certain awards, the level of performance could increase or decrease the number of shares earned. Shares are subject to certain restrictions and risk of forfeiture by the participants.


	Years Ended December 31,
	2024		2023
(shares in thousands)	Shares	Weighted Average Grant-Date Fair Value	Shares	Weighted Average Grant-Date Fair Value
Unvested balance at beginning of period	1,177	$17.50	2,081	$17.23
Granted during the year	415	18.88	355	18.01
Vested during the year	(472)	17.01	(1,286)	16.29
Forfeited during the year	(32)	18.50	(8)	17.82
Dividend equivalents adjustment	33	18.22	35	17.21
Unvested balance at end of period	1,121	$18.21	1,177	$17.50

As of December 31, 2024, there was $6.9 million of total unrecognized compensation cost related to unvested restricted stock units. The cost is expected to be recognized over a weighted-average period of 1.7 years.

Old National has not granted stock options since 2009. However, Old National did acquire stock options and stock appreciation rights through its prior acquisitions. Old National recorded no incremental expense associated with the conversion of these options and stock appreciation rights.

As of December 31, 2024, all options were fully vested, and all compensation costs had been expensed. At December 31, 2024, no stock appreciation rights were outstanding as the remaining awards were exercised during 2023.


	Year Ended December 31,
(dollars in thousands)	2024		2023		2022
Intrinsic value of options/appreciation rights exercised	$	—	$	70	$	331

Tax benefit realized from options/appreciation rights exercises	—		28		132

Compensation paid to Old National’s non-employee directors includes a stock component. Shares issued as part of director compensation are granted annually. Any shares awarded to directors are anticipated to be issued from the ICP. In 2024, 26 thousand shares were issued to directors, compared to 41 thousand shares in 2023, and 19 thousand shares in 2022.

The Employee Stock Ownership and Savings Plan (the “401(k) Plan”) allows employees to make pre-tax and Roth 401(k) contributions. Subject to the conditions and limitations of the 401(k) Plan, new employees are automatically enrolled in the 401(k) Plan with an automatic deferral of 5% of eligible compensation, unless participation is changed or declined. All active participants receive a Company match of 100% of the first 5% contributed into the 401(k) Plan. In addition to matching contributions, Old National may make discretionary contributions to the 401(k) Plan in the form of Old National stock or cash. In 2024, Old National made a discretionary employer cash contribution of 4% of participants’ eligible 2023 compensation. There were no designated discretionary

contributions in 2023 or 2022. All contributions vest immediately, and plan participants may elect to redirect funds among any of the investment options provided under the 401(k) Plan. The number of Old National shares in the 401(k) Plan were 0.9 million at December 31, 2024 and 1.1 million at December 31, 2023. All shares owned through the 401(k) Plan are included in the calculation of weighted-average shares outstanding for purposes of calculating diluted and basic earnings per share. Contribution expense under the 401(k) Plan was $34.8 million in 2024, $20.3 million in 2023, and $17.9 million in 2022.