SCHEDULE 13D: Otto Bremer Trust Becomes Major Shareholder in Old National Bancorp Post-Merger

Otto Bremer Trust has acquired an 11.7% stake in Old National Bancorp and secured a board seat following the merger of Bremer Financial Corporation into Old National Bancorp.

Summary

• Otto Bremer Trust (the "Reporting Person") acquired 43,137,330 shares of Common Stock of OLD NATIONAL BANCORP /IN/ (the "Issuer").
• This acquisition occurred on May 1, 2025, as a result of the merger of Bremer Financial Corporation ("Bremer") into the Issuer.
• The Trust exchanged its 240,000 shares of Class A common stock and 10,075,000 shares of Class B common stock of Bremer for the Issuer's common stock.
• The acquired shares represent approximately 11.66% of the Issuer's outstanding common stock, based on 369,929,347.83 shares outstanding post-merger.
• The Reporting Person's investment is for investment purposes, with an intention to continuously review the Issuer's business and market conditions.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger and the resulting significant ownership stake and board representation for the Otto Bremer Trust. While there are standard lock-up provisions and regulatory considerations, the overall tone is one of a completed, strategic transaction that benefits the Trust by converting its previous holdings into a liquid, publicly traded asset with influence.

Positives

• Otto Bremer Trust secured a significant ownership stake (11.66%) in Old National Bancorp following the merger.
• Daniel C. Reardon, a Co-CEO and Trustee of Otto Bremer Trust, was appointed to the Issuer's Board of Directors, providing direct influence.
• The Investor Agreement provides the Trust with customary demand, shelf takedown, and piggyback registration rights, enhancing liquidity options for their shares.
• The Issuer has agreed to first offer to repurchase shares from the Trust if it undertakes share repurchases, providing a potential exit mechanism until the Trust owns less than 1% of outstanding shares.
• The Trust can offer to sell shares to the Issuer after the lock-up period, providing another potential liquidity avenue.

Negatives

• The Trust is subject to an initial 180-day lock-up period during which they cannot transfer any shares acquired in the merger.
• Following the initial lock-up, an additional 180-day period restricts transfers to a maximum of 12.5% of total shares every 90 days.
• The Issuer has no obligation to purchase the Trust's shares if requested during the lock-up period or if offered shares after the lock-up.

Risks

• Potential for the Trustees or their affiliates to be deemed to have "control" of the Issuer or Old National Bank for purposes of the Bank Holding Company Act of 1956 (BHC Act), which could trigger additional regulatory requirements.
• Risk of becoming subject to filing or notice requirements under the BHC Act or the Change in Bank Control Act of 1978 due to their ownership.
• Risk of becoming subject to a requirement to serve as a source of financial strength to the Issuer or Old National Bank.
• Risk of the Trust having "excess business holdings" as defined in Section 4943 of the Internal Revenue Code of 1986, which could lead to tax implications.

Future Outlook

The Reporting Person intends to review its investment in the Issuer on a continuing basis, with potential actions including acquiring additional shares, disposing of shares, or engaging in hedging transactions, subject to the Investor Agreement and applicable regulations. The Director Designee may influence the corporate activities of the Issuer.

Management Comments

• "The Reporting Person acquired the securities reported herein for investment purposes and intends to review its investment in the Issuer on a continuing basis."
• "Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including... an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; various laws and regulations applicable to the Issuer and its affiliates or the Reporting Person; terms of the Investor Agreement... general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments."

Industry Context

This filing reflects the completion of a significant merger within the banking sector, where Old National Bancorp has acquired Bremer Financial Corporation. Such consolidation is a common trend in the financial industry, driven by desires for increased scale, market share, and operational efficiencies. The integration of a large charitable trust as a major shareholder and board member highlights the unique ownership structures that can emerge from such transactions, particularly when one of the merging entities is privately held or has a distinct ownership model like a charitable trust.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The existing shareholders of Old National Bancorp will see a new significant shareholder (Otto Bremer Trust) with a substantial stake (11.66%) and board representation, potentially influencing future strategic decisions.
• Employees: The merger itself would have implications for employees of both Old National Bancorp and Bremer Financial Corporation, though this specific 13D filing focuses on ownership, not direct employee impact.
• Customers: The merger aims to create a larger, potentially more robust banking entity, which could lead to expanded services or branch networks for customers, though this filing doesn't detail customer impact.

Next Steps

• Ongoing review of the Issuer's investment by the Reporting Person.
• Potential future acquisitions or dispositions of Common Stock by the Reporting Person, subject to the Investor Agreement.
• The Director Designee will serve on the Issuer Board in accordance with corporate governance guidelines.
• Cooperation between the Issuer and Trustees to ensure compliance with BHC Act and IRC Section 4943 regulations.
• The 180-day Initial Lock-Up Period for share transfers will commence from May 1, 2025.
• The subsequent 180-day Extended Lock-Up Period will follow the initial period.

Key Dates

Keywords

Old National Bancorp, Otto Bremer Trust, Bremer Financial Corporation, Merger, Schedule 13D, Beneficial Ownership, Bank Holding Company Act, Corporate Governance, Lock-Up Agreement, Registration Rights, Financial Services, Banking