8-K
Old National Bancorp /In/ (ONB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): September 13, 2022
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OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| 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: (800) 731-2265
________________________________________________________
(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<br><br>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 7.00% Fixed Rate 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 7.00% Fixed Rate 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Old National Bancorp (the “Company”) has notified participants in the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan (the “First Midwest 401(k) Plan”) of an upcoming temporary blackout period (the “Blackout Period”). The Blackout Period is necessary to effectuate the merger of the First Midwest 401(k) Plan into the Old National Bancorp Employee Stock Ownership and Savings Plan (the “Old National 401(k) Plan”).
The Blackout Period will begin during the week of September 26, 2022 (and is currently scheduled to occur on September 28, 2022 at 3:00 p.m. CDT) and is expected to end during the week of October 16, 2022. During the Blackout Period, participants in the First Midwest 401(k) Plan will temporarily be unable to, among other things, change investment elections, transfer between investment alternatives, request a loan or distribution or check account balances. Current participants in the Old National 401(k) Plan will not be impacted.
In connection with the foregoing, on September 13, 2022, the Company sent a notice to its directors and executive officers (the “Notice”) informing them that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, they would be prohibited from purchasing or selling or otherwise acquiring or transferring directly or indirectly, any equity securities of the Company during the Blackout Period. A copy of the Notice is attached hereto as Exhibit 99.1.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual beginning date and ending date of the Blackout Period, by contacting Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary, One Main Street, Evansville, Indiana 47708, Telephone: (773) 765-7675.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Notice of Blackout Period to Directors and Executive Officers of Old National Bancorp dated September 13, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: September 13, 2022
OLD NATIONAL BANCORP
By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary
3
Document
Exhibit 99.1
To: Directors and Executive Officers of Old National Bancorp
From: Nicholas J. Chulos
Date: September 13, 2022
Subject: Important Notice Regarding 401(k) Blackout Period and Restrictions on Ability to Trade in Company Securities
This notice is to inform you of certain temporary restrictions on your ability to trade in Old National Bancorp (the “Company”) securities (including depositary shares) due to an upcoming “blackout period” that will apply to the First Midwest Bancorp, Inc. Saving and Profit Sharing Plan (the “First Midwest 401(k) Plan”).
The blackout period, which is necessary to effectuate the merger of the First Midwest 401(k) Plan into the Old National Bancorp Employee Stock Ownership and Savings Plan (the “Old National 401(k) Plan”), will begin during the week of September 26, 2022 (and is currently scheduled to occur on September 28, 2022 at 3:00 p.m. CDT) and is expected to end during the week of October 16, 2022. During the blackout period, First Midwest 401(k) plan participants will temporarily be unable to, among other things, change investment elections, transfer between investment alternatives, request a loan or distribution or check account balances.
Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, directors and executive officers of the Company are generally prohibited from engaging in transactions involving equity securities of the Company while 401(k) plan participants are subject to a blackout period, regardless of whether such directors and executive officers participate in the First Midwest 401(k) Plan or the Old National 401(k) Plan.
The Company’s directors and executive officers are therefore prohibited, from the week of September 26, 2022 through the week of October 16, 2022, from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity securities of the Company. The exact dates of the blackout period, as well as the duration of the blackout period, could change, be advanced or be extended. You will be notified of any changes to the blackout period as soon as practical and will be notified when the blackout period ends. Prohibited transactions include, but are not limited to, open market purchases and sales of Company equity and derivative securities as well as changes in investment allocations involving Company securities in one of our deferred compensation plans. The trading restrictions also apply to members of your immediate family who share your household and any entities that you may be deemed to, directly or indirectly, share beneficial ownership with.
These restrictions apply in addition to the trading restrictions under the Company’s Insider Trading Policy. Given that the blackout period relating to the First Midwest 401(k) Plan will occur during our regular quarter-end blackout period, you should continue to avoid all transactions involving equity securities of the Company during the blackout period described in this notice. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Please remember that under the Company’s Insider Trading Policy, you are required to pre-clear any trades you desire to make in Company stock.
If you have any questions or need additional information regarding the upcoming blackout period, including to obtain information as to whether the blackout period has begun or ended, please do not hesitate to contact me.
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