Regulatory Restrictions

12 Months Ended

Dec. 31, 2024

Compliance With Regulatory Capital Requirements Under Banking Regulations [Abstract]

REGULATORY RESTRICTIONS

Restrictions on Cash and Due from Banks

Old National did not have cash and due from banks which was held as collateral for collateralized swap positions at December 31, 2024, compared to $0.3 million at December 31, 2023.

Restrictions on Transfers from Bank Subsidiary

Regulations limit the amount of dividends a bank subsidiary can declare in any calendar year without obtaining prior regulatory approval. Prior regulatory approval is required if dividends to be declared in any calendar year would exceed the total of net income of the current year combined with retained net income for the preceding two years. Prior regulatory approval to pay dividends was not required in 2022, 2023, or 2024 and is not currently required. A bank subsidiary is prohibited from paying a dividend, if, after making the dividend, the bank would be considered “undercapitalized” (as defined by reference to the Office of the Comptroller of the Currency’s (“OCC’s”) capital

regulations). At December 31, 2024, Old National Bank could pay dividends of $889.2 million without prior regulatory approval and while maintaining capital levels above regulatory minimum and well-capitalized guidelines.

Restrictions on the Payment of Dividends

Old National has traditionally paid a quarterly dividend on its outstanding shares of common stock and preferred stock. The payment of dividends is subject to legal and regulatory restrictions, as well as approval by our Board of Directors. Any payment of dividends in the future will depend, in large part, on Old National’s earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors.

Capital Adequacy

Old National and Old National Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can elicit certain mandatory actions by regulators that, if undertaken, could have a direct material effect on Old National’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Old National and Old National Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulation to ensure capital adequacy require Old National and Old National Bank to maintain minimum amounts and ratios as set forth in the following tables.

At December 31, 2024, Old National and Old National Bank each exceeded the capital ratios required to be considered “well-capitalized” under applicable regulations.

The following table summarizes capital ratios for Old National and Old National Bank:


	Actual				Regulatory Minimum (1)				Prompt Corrective Action “Well Capitalized” Guidelines (2)
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2024
Total capital to risk-weighted assets
Old National Bancorp	$	5,388,882	13.37	%	$	4,233,054	10.50	%	$	4,031,480	10.00	%
Old National Bank	5,103,487		12.72		4,214,255		10.50		4,013,577		10.00
Common equity Tier 1 capital to risk-weighted assets
Old National Bancorp	4,587,674		11.38		2,822,036		7.00		N/A		N/A
Old National Bank	4,742,641		11.82		2,809,504		7.00		2,608,825		6.50
Tier 1 capital to risk-weighted assets
Old National Bancorp	4,831,393		11.98		3,426,758		8.50		2,418,888		6.00
Old National Bank	4,742,641		11.82		3,411,540		8.50		3,210,861		8.00
Tier 1 capital to average assets
Old National Bancorp	4,831,393		9.21		2,097,820		4.00		N/A		N/A
Old National Bank	4,742,641		9.07		2,090,427		4.00		2,613,033		5.00
December 31, 2023
Total capital to risk-weighted assets
Old National Bancorp	$	4,727,216	12.64	%	$	3,927,771	10.50	%	$	3,740,735	10.00	%
Old National Bank	4,591,734		12.33		3,911,089		10.50		3,724,847		10.00
Common equity Tier 1 capital to risk-weighted assets
Old National Bancorp	4,003,694		10.70		2,618,514		7.00		N/A		N/A
Old National Bank	4,308,574		11.57		2,607,393		7.00		2,421,150		6.50
Tier 1 capital to risk-weighted assets
Old National Bancorp	4,247,413		11.35		3,179,625		8.50		2,244,441		6.00
Old National Bank	4,308,574		11.57		3,166,120		8.50		2,979,878		8.00
Tier 1 capital to average assets
Old National Bancorp	4,247,413		8.83		1,923,360		4.00		N/A		N/A
Old National Bank	4,308,574		8.99		1,916,002		4.00		2,395,003		5.00

(1)“Regulatory Minimum” capital ratios include the 2.5% “capital conservation buffer” required under the Basel III Capital Rules.

(2)“Well-capitalized” minimum common equity Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets ratios are not formally defined under applicable banking regulations for bank holding companies.

During 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued final rules to delay the estimated impact on regulatory capital stemming from the implementation of current expected credit loss (“CECL”) guidance. The final rules provide banking organizations the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). Old National adopted the capital transition relief over the permissible five-year period.