SCHEDULE: Old National Bancorp Repurchases Shares from Otto Bremer Trust

Old National Bancorp completed a $50 million share repurchase from the Otto Bremer Trust, reducing the Trust's stake to 10.58%.

Summary

• Old National Bancorp repurchased 1,926,782 shares of its Common Stock from the Otto Bremer Trust.
• The transaction was executed at a price of $25.95 per share, totaling an aggregate purchase price of $49,999,992.90.
• The per-share price was determined on February 11, 2026, based on the intraday trading prices of the Common Stock on the NASDAQ Stock Exchange.
• The sale of shares closed on February 26, 2026.
• Following the repurchase, the Otto Bremer Trust beneficially owns 41,210,548 shares, representing approximately 10.58% of Old National Bancorp's outstanding Common Stock.
• The Otto Bremer Trust previously held a larger stake, and this transaction reduces its overall ownership percentage.
• The Trustees of the Otto Bremer Trust acknowledged that Old National Bancorp might possess material nonpublic information but proceeded with the sale to facilitate a large single transaction rather than extended open market sales.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development for Old National Bancorp, demonstrating proactive capital management and potentially enhancing shareholder value through a reduced share count, despite the selling party's acknowledgment of information asymmetry.

Positives

• The share repurchase indicates Old National Bancorp's confidence in its valuation and potentially signals efficient capital allocation.
• Reducing the number of outstanding shares can increase earnings per share (EPS) for remaining shareholders, assuming constant net income.
• The transaction provides liquidity for the Otto Bremer Trust to divest a significant portion of its holdings in a structured manner.

Negatives

• The Otto Bremer Trust acknowledged the possibility of the Company possessing material nonpublic information that could impact share value, and waived claims related to non-disclosure, which could be perceived as a disadvantage for the selling party.
• The repurchase uses company capital that could otherwise be deployed for growth initiatives, debt reduction, or other investments.

Risks

• The Otto Bremer Trust explicitly acknowledged that Old National Bancorp may possess material nonpublic information that could impact the value of the shares, and waived any claims related to the Company's non-disclosure of such information. This highlights an inherent information asymmetry risk for the selling shareholder.
• The Company's use of nearly $50 million for a share repurchase could reduce its cash reserves or increase leverage, potentially impacting financial flexibility depending on its overall financial health.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Old National Bancorp regarding its future performance or strategic direction. It primarily details a completed share repurchase transaction.

Management Comments

• The Trustees understand, based on their experience, the disadvantage to which the Trustees are subject due to the disparity of information between the Company and the Trustees but nevertheless desire to enter into this transaction as a means to sell the Shares in a single large transaction rather than engage in sales in the open market over an extended period of time.
• The Trustees agree that the Company and its directors, officers, employees and agents shall have no liability to the Trustees, their affiliates, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with the Company's use or non-disclosure of any such information relating to the transactions contemplated by this Agreement, and the Trustees hereby irrevocably waive any claim that they might have based on the failure of the Company to disclose such information to the Trustees in connection with the transactions contemplated by this Agreement.

Industry Context

StockSavvy.ai notes that share repurchases are a common capital allocation strategy, particularly in mature industries like banking, where companies may return capital to shareholders when organic growth opportunities are less compelling or when they believe their stock is undervalued. This specific transaction, involving a significant institutional holder like the Otto Bremer Trust, suggests a strategic divestment by the Trust and a targeted capital return by Old National Bancorp, rather than a broad open-market buyback program.

Comparison to Industry Standards

• Share repurchases are a standard practice among U.S. regional banks, often used to manage capital, enhance shareholder value, and signal management's confidence. For example, peers like KeyCorp or Comerica frequently engage in buyback programs.
• The repurchase price of $25.95 per share, agreed upon based on intraday trading, suggests a market-based valuation, which is typical for such transactions to ensure fairness.
• The Otto Bremer Trust's acknowledgment of potential information asymmetry, while unusual to be explicitly stated, highlights a common challenge in large block trades where one party may have more information. However, the Trust's stated rationale of preferring a single large transaction over extended open-market sales is a common driver for institutional sellers.

Stakeholder Impact

• Shareholders: Existing shareholders may benefit from a reduced share count, potentially leading to higher earnings per share and a more concentrated ownership stake.
• Otto Bremer Trust: The Trust successfully divested a significant block of shares, achieving liquidity for its holdings in a single transaction.
• Company (Old National Bancorp): The company utilizes capital to reduce its outstanding shares, which can be a strategic move for capital management and shareholder value creation.

Next Steps

• The Otto Bremer Trust will prepare and submit any further SEC filings required by applicable law or regulations related to the repurchase, in consultation with Old National Bancorp.

Key Dates

Recommendation

The share repurchase is a positive signal of capital management and potential EPS accretion. However, it's a single transaction and doesn't fundamentally alter the company's operational outlook or address broader market or industry-specific challenges. The Otto Bremer Trust's explicit acknowledgment of potential information asymmetry, while mitigated by their stated rationale, introduces a minor cautionary note. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current positions while monitoring future operational performance and broader market conditions.

Keywords

Old National Bancorp, ONB, Otto Bremer Trust, Stock Repurchase, Share Buyback, Schedule 13D, SEC Filing, Corporate Governance, Institutional Investor, Common Stock, NASDAQ, Capital Allocation