Old National Bancorp美股招股说明书(2026-01-27版)

$450,000,0005.768% Fixed-to-Floating Rate Subordinated Notes due 2036 We are offering $450,000,000 aggregate principal amount of 5.768% Fixed-to-Floating Rate Subordinated Notes due 2036 (the“subordinated notes”). The subordinated notes will mature on February 15, 2036. From and including the date of original issuance to,but excluding, February15, 2031, or the date of early redemption, the subordinated notes will bear interest at a fixed rate of 5.768%per annum, payable semiannually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026. From andincluding February 15, 2031, to, but excluding the maturity date or the date of early redemption, the subordinated notes will bearinterest at a floating rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined herein))plus a spread of 220 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year,commencing on May 15, 2031. Notwithstanding the foregoing, in the event that benchmark rate is less than zero, then the benchmarkrate shall be deemed to be zero. We may, at our option, redeem the subordinated notes (i)in whole or in part beginning with the interest payment date ofFebruary15, 2031, and on any interest payment date thereafter or (ii)in whole but not in part upon the occurrence of a “Tax Event,” a“Tier 2 Capital Event” or Old National Bancorp becoming required to register as an investment company pursuant to the InvestmentCompany Act of 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principal amount of thesubordinated notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of thesubordinated notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extentthen required under applicable laws or regulations, including capital regulations. There is no sinking fund for the subordinated notes. The subordinated notes will be unsecured and will rank junior to all of ourexisting and future senior indebtedness. In addition, the subordinated notes will be effectively subordinated to all of our securedindebtedness to the extent of the value of the assets securing such indebtedness. The subordinated notes will be structurallysubordinated to all of the existing and future liabilities and obligations of our subsidiaries, including the deposit liabilities and claimsof other creditors of our bank subsidiary, Old National Bank. The subordinated notes will be equal in right of payment with any of ourexisting and future subordinated indebtedness. The subordinated notes will be obligations of Old National Bancorp only and will not beobligations of, and will not be guaranteed by, any of our subsidiaries. For a more detailed description of the subordinated notes, see“Description of Subordinated Notes.” The subordinated notes will not be listed on any national securities exchange or quoted on a quotation system. Currently, there isno public market for the subordinated notes. Per NoteTotalPublic offering price100.00$450,000,000Underwriting discounts and commissions to be paid by us0.75$3,375,000Proceeds, before expenses, to us99.25$446,625,000(1)%(2)%(1)% (1)Plus accrued interest, if any, from January 29, 2026, to the date of delivery. (2)We will also reimburse the underwriters for certain expenses incurred in this offering. See “Underwriting” in this prospectussupplement for details. The underwriters expect to deliver the subordinated notes to investors only in book-entry form on or about January 29, 2026,which is the third business day following the date of pricing the subordinated notes (such settlement being referred to as “T+3”). See“Underwriting.” Investing in the subordinated notes involves certain risks, including that the interest rate on the subordinated notes during the floatingrate period may be determined based on a rate other than Three-Month Term SOFR. Please read the “Risk Factors” beginning on pageS-6of this prospectus supplement, as well as the risks set forth in our other filings with the Securities and Exchange Commission (“SEC”),which are incorporated by reference in this prospectus supplement and the accompanying base prospectus, for a discussion of certain risksthat should be considered in connection with an investment in the subordinated notes. The subordinated notes are not savings accounts, deposits or other obligations of Old National Bank or any of our nonbanksubsidiaries. The subordinated notes are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”), or anyother government agency or public or private insurer. Neither the SEC, any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System nor any otherregulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this