8-K: Old National Bancorp Completes Merger with Bremer Financial Corporation, Creating Midwest Banking Powerhouse

Old National Bancorp finalizes its merger with Bremer Financial Corporation, significantly expanding its presence in the Midwest and becoming one of the top 25 banking companies in the U.S.

Summary

• Old National Bancorp (ONB) successfully completed its merger with Bremer Financial Corporation on May 1, 2025.
• Following the merger, Bremer Bank merged into Old National Bank.
• Bremer shareholders received 4.182 shares of ONB common stock and $26.22 in cash for each share of Bremer stock.
• Old National assumed approximately $61.9 million of Bremer's junior subordinated debt securities.
• Daniel C. Reardon, a trustee of the Otto Bremer Trust, was appointed to Old National's Board of Directors, increasing the board size to 16.
• Old National increased its Community Growth Plan commitment from $9.5 billion to $11.1 billion to support communities in Minnesota, North Dakota, and Wisconsin.
• The combined company has approximately $70 billion in assets and $37 billion in assets under management (as of March 31, 2025, pro forma).
• Bremer Bank will operate as a division of Old National Bank until the systems conversion in mid-October 2025.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the successful completion of a strategic merger, increased community investment, and the addition of an experienced board member. The tone is optimistic about future performance.

Positives

• The merger expands Old National's market presence in the Midwest.
• The combined entity has a substantial asset base, positioning it among the top 25 banking companies in the U.S.
• Increased Community Growth Plan commitment demonstrates a dedication to community development.
• The addition of Daniel Reardon to the board brings valuable experience in banking, philanthropy, and executive management.

Risks

• The press release contains forward-looking statements that are subject to risks and uncertainties, as detailed in Old National's SEC filings.
• Integration of Bremer Bank's systems and operations could present challenges.

Future Outlook

The combined organization will operate under the Old National Bancorp and Old National Bank names, with systems conversion anticipated in mid-October 2025.

Management Comments

• Jim Ryan, Old National Chairman and CEO, stated that the partnership represents an outstanding fit between two highly compatible, relationshipand community-focused banks.
• Jim Ryan expressed excitement about exceeding the expectations of clients, team members, communities, and shareholders.

Industry Context

The merger reflects a trend of consolidation in the banking industry, as institutions seek to increase scale and efficiency to compete in a challenging environment.

Comparison to Industry Standards

• With approximately $70 billion in assets, Old National now ranks among the top 25 banking companies headquartered in the United States, putting it in a similar league to institutions like Fifth Third Bancorp and KeyCorp.
• The merger allows Old National to expand its footprint in the Midwest, similar to how Huntington Bancshares has grown through acquisitions in recent years.
• The increased Community Growth Plan commitment aligns with industry trends of banks focusing on Environmental, Social, and Governance (ESG) initiatives.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Bremer received Old National stock and cash.
• Communities served by Bremer Bank will benefit from increased Community Growth Plan commitments.
• Clients of both Old National and Bremer will continue to be served through their respective channels until systems conversion.
• Employees of both banks will be part of the combined organization.

Next Steps

• Bremer Bank will operate as a division of Old National Bank until the systems conversion.
• Systems conversion is anticipated to occur in mid-October 2025.
• Financial statements and pro forma financial information will be filed as an amendment to this report within 71 days.

Key Dates

Keywords

merger, acquisition, Old National Bancorp, Bremer Financial Corporation, banking, community growth plan, board of directors, financial services