8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 22, 2023

_________________________________________________________

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

_________________________________________________________

Indiana	001-15817	35-1539838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Main Street
Evansville,	Indiana	47708
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (773) 765-7675

________________________________________________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	ONB	The NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	ONBPP	The NASDAQ Stock Market LLC
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C	ONBPO	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01 Other Events.

On February 22, 2023, Old National Bancorp (the “Company” or “Old National”) issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.14 per share on its outstanding shares of common stock. The quarterly cash dividend will be payable on March 15, 2023, to shareholders of record as of the close of business on March 1, 2023.

In addition, the Board of Directors declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on Old National’s 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on May 20, 2023, to shareholders of record as of the close of business on May 5, 2023.

The Company also announced today that its Board of Directors approved a stock repurchase program which authorizes the repurchase of up to $200 million of the Company’s common stock. Share repurchases under this program may be made from time to time on the open market, in privately negotiated transactions or through accelerated share repurchase programs in the discretion of, and at prices to be determined by, the Company. The program will be in effect until February 29, 2024.

The Press Release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1    Press Release issued by Old National Bancorp on February 22, 2023.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 22, 2023

OLD NATIONAL BANCORP

By: /s/ Nicholas     J. Chulos

Nicholas J. Chulos

Executive Vice President        

Chief Legal Officer and Corporate Secretary

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EX-99.1

Exhibit 99.1

Old National Bancorp Announces Quarterly Dividends

and Stock Repurchase Program

EVANSVILLE, Ind., February 22, 2023 – Old National Bancorp (the “Company” or “Old National”) (NASDAQ: ONB) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s outstanding shares of common stock. This quarterly cash dividend will be payable on March 15, 2023, to shareholders of record as of the close of business on March 1, 2023.

In addition, the Board of Directors declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on Old National’s 7.0% Fixed Rate Non- Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on May 20, 2023, to shareholders of record as of the close of business on May 5, 2023.

The Company also announced today that its Board of Directors approved a stock repurchase program which authorizes the repurchase of up to $200 million of the Company’s common stock. Share repurchases under this program may be made from time to time on the open market, in privately negotiated transactions or through accelerated share repurchase programs in the discretion of, and at prices to be determined by, the Company. The program will be in effect until February 29, 2024.

About Old National

Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank, which is the sixth largest commercial bank headquartered in the Midwest. With approximately $47 billion of assets and $28 billion of assets under management, Old National ranks among the top 35 banking companies headquartered in the U.S. and has been recognized as a World’s Most Ethical Company by the Ethisphere Institute for 11 consecutive years. Since its founding, Old National Bank has focused on community banking by building long-term, highly valued partnerships with clients and in the communities it serves. In addition to providing extensive services in retail and commercial banking, Old National offers comprehensive wealth management, investment, and capital market services. For more information and financial data, please visit Investor Relations at oldnational.com.

CONTACTS:
Media: Kathy Schoettlin	Investors: Lynell Walton
(812) 465-7269	(812) 464-1366
Kathy.Schoettlin@oldnational.com	Lynell.Walton@oldnational.com

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XML

Cover	Feb. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 22, 2023
Entity Registrant Name	Old National Bancorp /IN/
Entity Incorporation, State or Country Code	IN
Entity File Number	001-15817
Entity Tax Identification Number	35-1539838
Entity Address, Address Line One	One Main Street
Entity Address, City or Town	Evansville,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47708
City Area Code	773
Local Phone Number	765-7675
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000707179
Amendment Flag	false
Common Stock
Cover [Abstract]
Title of 12(b) Security	Common stock, no par value
Trading Symbol	ONB
Security Exchange Name	NASDAQ
Document Information [Line Items]
Title of 12(b) Security	Common stock, no par value
Trading Symbol	ONB
Security Exchange Name	NASDAQ
Series A Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	ONBPP
Security Exchange Name	NASDAQ
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	ONBPP
Security Exchange Name	NASDAQ
Series C Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	ONBPO
Security Exchange Name	NASDAQ
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	ONBPO
Security Exchange Name	NASDAQ