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): April 1, 2024

_________________________________________________________

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	NASDAQ Global Select Market
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	ONBPP	NASDAQ Global Select Market
Depositary Shares, each representing a 1/40th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series C	ONBPO	NASDAQ Global Select Market

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 April 1, 2024, Old National Bancorp (the “Company”) issued a press release announcing that it completed its previously-announced acquisition of CapStar Financial Holdings, Inc. (“CapStar”) and its wholly owned subsidiary, CapStar Bank, headquartered in Nashville, Tennessee, in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) between the Company and CapStar entered into on October 26, 2023. Under the Merger Agreement, CapStar merged with and into the Company, with the Company as the surviving corporation (the “Merger”). Immediately following the Merger, and also effective as of April 1, 2024, CapStar Bank, a Tennessee state-chartered bank and wholly owned subsidiary of CapStar, merged with and into Old National Bank, a wholly owned subsidiary of the Company, with Old National Bank as the surviving bank. As of December 31, 2023, CapStar had approximately $3.1 billion of total assets, $2.7 billion of deposits and $2.3 billion of net loans.

The Company’s press release dated April 1, 2024 is attached to this report as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

99.1    Press Release of Old National dated April 1, 2024

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: April 1, 2024

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

oldnational.com

	Investor Relations:
	Lynell Durchholz
NEWS RELEASE	(812) 464-1366
	lynell.durchholz@oldnational.com
FOR IMMEDIATE RELEASE	Media Relations:
April 1, 2024	Rick Vach
	(904) 535-9489
	rick.vach@oldnational.com

Old National Announces Completion

of Merger with CapStar

EVANSVILLE, IND. (NASDAQ: ONB) – Old National Bancorp (“Old National”) today announced the closing of its previously-announced merger with Nashville-based CapStar Financial Holdings, Inc. (“CapStar”), the holding company for CapStar Bank, as of April 1.

“This partnership is an incredible cultural fit and a natural extension of our growth strategy that allows us to introduce our client- and community-centered approach to banking to several strong, vibrant Southeastern communities,” said Old National Chairman and CEO Jim Ryan. “We are excited to have reached this important milestone and to officially welcome CapStar clients and team members to the Old National family.”

After closing of the merger, Old National has approximately $52 billion of assets and $29 billion of assets under management (on a pro forma basis using December 31, 2023 data), making it among the top 30 banking companies headquartered in the U.S.

CapStar Bank will operate as a division of Old National Bank prior to the banking centers and systems conversions, which is anticipated to occur in the 3rd quarter of 2024.

ABOUT OLD NATIONAL

Old National Bancorp is the holding company of Old National Bank, which is the sixth largest commercial bank headquartered in the Midwest. Tracing our roots to 1834, 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, and include statements related to expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, estimated

expense reductions resulting from the merger and the timing of achievement of such reductions. Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger of customer, supplier, employee or other business partner relationships, (3) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (4) risks relating to the integration of CapStar’s operations into the operations of Old National, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (5) risks associated with Old National’s pursuit of future acquisitions, (6) the risks associated with expansion into new geographic or product markets, and (7) general competitive, economic, political and market conditions. Further information regarding additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Old National’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents subsequently filed by Old National with the U.S. Securities and Exchange Commission.

Many of these factors are beyond Old National’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this communication, and Old National undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for Old National to predict their occurrence or how they will affect Old National.

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XML

Cover	Apr. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 01, 2024
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
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