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Shareholders' Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Shareholders' Equity SHAREHOLDERS’ EQUITY
Stock Purchase and Dividend Reinvestment Plan
Old National has a stock purchase and dividend reinvestment plan under which common shares issued may be either repurchased shares or authorized and previously unissued shares. A new plan became effective on August 13, 2024, with total authorized and unissued shares of common stock reserved for issuance of 3.0 million. At December 31, 2025, 3.0 million authorized and unissued shares of common stock were available for issuance under the plan.
Employee Stock Purchase Plan
Old National has an employee stock purchase plan under which eligible employees can purchase common shares at a discount to the market price. Currently, the discount under the plan is set at 5% of the fair value of the common shares on the purchase date (i.e., at a purchase price of 95%). No participant may purchase common shares with a fair value in excess of $25,000 in any calendar year. In 2025, 53,000 shares were issued related to this plan with proceeds of approximately $1.1 million. In 2024, 62,000 shares were issued related to this plan with proceeds of approximately $1.0 million.
Share Repurchase Program
In the first quarter of 2025, the Board of Directors approved a share repurchase program that authorized the Company to repurchase up to $200 million of the Company’s outstanding shares of Common Stock, as conditions warrant, through February 28, 2026. During 2025, 2.2 million common shares were repurchased under the plan. In the first quarter of 2026, the Board of Directors approved a new share repurchase program, under which the Company is authorized to repurchase up to $400 million of its outstanding shares of common stock through February 28, 2027. This new share repurchase program replaces the prior $200 million program, which was scheduled to expire February 28, 2026.
Net Income per Common Share
Basic and diluted net income per common share are calculated using the two-class method. Net income applicable to common shares is divided by the weighted-average number of common shares outstanding during the period. Adjustments to the weighted-average number of common shares outstanding are made only when such adjustments will dilute net income per common share. Net income applicable to common shares is then divided by the weighted-average number of common shares and common share equivalents during the period.
The following table presents the calculation of basic and diluted net income per common share:
(dollars and shares in thousands,
except per share data)
Years Ended December 31,
202520242023
Net income$669,257 $539,188 $581,992 
Preferred dividends(16,135)(16,135)(16,135)
Net income applicable to common shares$653,122 $523,053 $565,857 
Weighted average common shares outstanding:
Weighted average common shares outstanding (basic)363,513 309,499 290,748 
Effect of dilutive securities (1):
Restricted stock1,951 1,502 1,107 
Weighted average diluted shares outstanding365,464 311,001 291,855 
Basic Net Income Per Common Share$1.80 $1.69 $1.95 
Diluted Net Income Per Common Share$1.79 $1.68 $1.94 
(1)Old National had potentially dilutive shares from forward sale contracts for the year ended December 31, 2024 that were determined to be antidilutive and were excluded from the calculation of diluted net income per share. Old National received net proceeds from the sale of shares of Old National common stock and full physical settlement of the forward sale agreements in 2025.