DEF: Old National Bancorp 2026 Proxy Statement

Old National Bancorp has issued its 2026 proxy statement, outlining the agenda for its upcoming annual meeting of shareholders on May 13, 2026.

Summary

• The 2026 Annual Meeting of Shareholders will be held virtually on May 13, 2026, at 10:00 a.m. Central Time.
• Shareholders will vote on the election of 12 directors, an advisory vote on executive compensation, the ratification of Deloitte & Touche LLP as the independent auditor, and the approval of the 2026 Equity Compensation Plan.
• The company reported record 2025 financial performance, including adjusted net income of $809 million and adjusted EPS of $2.21.
• The company completed its partnership with Bremer Bank on May 1, 2025, adding 70 banking centers.
• Four directors are retiring from the board, and the board size is being reduced from 16 to 12 members.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive filing, reflecting strong financial performance, successful integration of a major acquisition, and a clear, shareholder-aligned compensation structure.

Positives

• Record adjusted net income of $809 million and record adjusted EPS of $2.21 for 2025.
• Adjusted ROATCE of 18.6% and adjusted ROAA of 1.26%, both in the top decile of the KRX Index.
• 3-year Total Shareholder Return (2023-2025) of 39.4%, placing the company in the top quartile of the KRX Index.
• Successful completion of the Bremer Bank partnership, expanding the footprint in Minnesota, North Dakota, and Wisconsin.
• Outstanding Community Reinvestment Act (CRA) rating from the OCC.

Negatives

• The company reported GAAP net income of $653 million, which is lower than the adjusted net income of $809 million due to merger-related charges and other adjustments.
• The company's GAAP efficiency ratio was 55.1%, compared to the adjusted efficiency ratio of 48.8%.

Risks

• Risks inherent in the banking industry, including credit, liquidity, market, and operational risks.
• Cybersecurity and information technology risks, including those related to artificial intelligence.
• Regulatory, legal, and compliance risks.
• Potential for future mergers and acquisitions to not achieve expected strategic or financial alignment.

Future Outlook

The company aims to continue its strategy of relationship banking, disciplined growth through mergers and acquisitions, and digital transformation, positioning itself for continued success in 2026 and beyond.

Management Comments

• The company emphasizes its 'Better Together' culture and commitment to community banking.
• Management highlights the successful integration of the Bremer Bank partnership as a key driver of 2025 performance.

Industry Context

StockSavvy.ai notes that Old National Bancorp's performance, particularly its top-decile ROATCE and ROAA relative to the KRX Index, demonstrates strong operational execution in a challenging interest rate environment, consistent with successful mid-sized regional bank strategies.

Comparison to Industry Standards

• The company's 3-year TSR of 39.4% is in the top quartile of the KBW Nasdaq Regional Banking Index (KRX).
• Adjusted ROATCE of 18.6% and ROAA of 1.26% are in the top decile of the KRX Index.
• The company's efficiency ratio of 48.8% is in the top decile of the KRX Index.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed.

Related Party Transactions

• The company repurchased 1,926,728 shares of common stock from the Otto Bremer Trust for approximately $50 million on February 26, 2026.

Stakeholder Impact

• Shareholders are asked to vote on key governance and compensation matters.
• Employees benefit from the 2026 Equity Compensation Plan.
• Communities continue to be supported through the expanded Community Growth Plan.

Next Steps

• Hold the 2026 Annual Meeting of Shareholders on May 13, 2026.
• Implement the 2026 Equity Compensation Plan if approved by shareholders.
• Continue integration and synergy realization from the Bremer Bank partnership.

Key Dates

Recommendation

The filing reflects a stable, well-performing regional bank with strong operational metrics and a clear strategic direction, suggesting a hold for long-term investors.

Keywords

Old National Bancorp, Proxy Statement, Annual Meeting, Executive Compensation, Banking, Bremer Bank, Equity Compensation Plan