Business Context and Reporting Period
Company: Old National Bancorp
Filing Type: Form 8-K (Current Report)
Date of Report: January 26, 2026
Event Date: January 29, 2026 (Completion of Offering)
Context: The Company completed a public offering of subordinated notes to raise capital for general corporate purposes.
Key Financial Metrics
| Metric | Value |
|---|---|
| Aggregate Principal Amount Issued | $450,000,000 |
| Net Proceeds (approx.) | $446.6 million |
| Underwriting Discount | 0.75% |
| Initial Fixed Interest Rate | 5.768% per annum |
| Future Floating Rate | Three-Month Term SOFR + 220 basis points |
| Maturity Date | February 15, 2036 |
Note: This filing does not provide data on revenue, operating profit, cash flow, margins, or existing debt levels.
Material Changes
The primary material change is the creation of a new direct financial obligation. The Company has increased its subordinated debt load by $450 million. This issuance was executed pursuant to a registration statement on Form S-3 filed in June 2023.
Outlook, Risks, and Terms
- Interest Structure: The notes carry a fixed rate of 5.768% until February 15, 2031. Thereafter, the rate converts to a floating rate based on Three-Month Term SOFR plus 220 basis points.
- Redemption: The Company may redeem the notes in whole or in part on or after February 15, 2031. Immediate redemption is permitted in whole upon a "Tax Event," "Tier 2 Capital Event," or if the Company is required to register as an investment company.
- Subordination: The notes are junior to all senior indebtedness and are structurally subordinated to the liabilities of the Company's bank subsidiary, Old National Bank.
- Use of Proceeds: Net proceeds are designated for general corporate purposes.
- Regulatory Risk: Redemption is subject to approval by the Board of Governors of the Federal Reserve System where required by capital regulations.
Investor Verification Checklist
- Verify the impact of the new $450 million debt obligation on the Company's Tier 2 capital ratios.
- Confirm the specific allocation of the $446.6 million in net proceeds within the "general corporate purposes" category.
- Review the Company's existing senior debt levels to assess the total leverage profile post-issuance.
- Monitor the Three-Month Term SOFR rate environment, as it will determine interest expense starting in 2031.