ONB 8-K
Old National Bancorp /In/ (ONB)
8-K
2025-05-01
For: 2025-05-01
View Original
Added on
April 07, 2026
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): May 1, 2025
_________________________________________________________
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
_________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (812 ) 464-1294
________________________________________________________
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing on May 1, 2025 of the merger of Bremer Financial Corporation (“Bremer”), a Minnesota corporation, with and into Old National Bancorp (“Old National”), an Indiana corporation (the “Merger”), with Old National as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of November 25, 2024 (the “Merger Agreement”), by and among Old National, Bremer and ONB Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of Old National.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 1, 2025, Old National Bancorp completed its previously-announced Merger with Bremer pursuant to the Merger Agreement.
Immediately following the Merger, and also effective as of May 1, 2025, Bremer’s wholly owned banking subsidiary, Bremer Bank, National Association, merged with and into Old National’s wholly owned banking subsidiary, Old National Bank (the “Bank Merger”), with Old National Bank continuing as the surviving bank in the Bank Merger.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock, no par value per share, of Bremer, and each share of Class B common stock, no par value per share, of Bremer, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 4.182 shares of common stock, no par value, of Old National (“Old National Common Stock”), (ii) $26.22 in cash without interest, and (iii) cash in lieu of fractional shares.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The issuance of shares of Old National Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-284281) filed by Old National with the Securities and Exchange Commission (the “SEC”) and declared effective on January 31, 2025 (the “Registration Statement”). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Merger, on May 1, 2025, Old National assumed Bremer’s obligations with respect to approximately $61.9 million in aggregate principal amount of junior subordinated debt securities due June 1, 2036 (the “Notes”) issued by Bremer on June 1, 2006.
The supplemental indenture pursuant to which Old National assumed the Notes, as well as the original indenture pursuant to which the Notes were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Old National agrees to furnish a copy of such indenture to the SEC upon request.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
As previously disclosed in the Current Report on Form 8-K filed by Old National with the SEC on November 25, 2024, concurrently with the execution and delivery of the Merger Agreement, Old National and each of the trustees (in such capacities, the “Trustees”) of the Otto Bremer Trust, a trust created under a trust instrument dated May 22, 1944 and governed by the laws of Minnesota (the “Trust”), entered into an investor agreement (the “Investor Agreement”), effective as of the Effective Time.
In accordance with the terms of the Investor Agreement and the By-Laws Amendment (as defined in Item 5.03 below), as of the Effective Time, the number of directors that comprise the full board of directors of Old National (the “Board”) was increased by one director to a total of 16 directors, and one of the trustees of the Trust, Daniel C. Reardon, was appointed by the Board to fill the vacancy resulting from the increase in the size of the Board. Mr. Reardon was appointed to serve a term until the annual meeting of shareholders of Old National in 2026. He was also appointed by the Board to serve as a member of the Board’s Audit Committee.
Mr. Reardon will serve on the Board and the Audit Committee in accordance with Old National’s corporate governance guidelines and standards applicable to all directors and will receive compensation for his service on the Board and the Audit Committee on the same basis as other non-employee directors, as described under “Director Compensation” in Old National’s 2025 Proxy Statement filed with the SEC on April 4, 2025.
Other than pursuant to the Investor Agreement, there are no arrangements between Mr. Reardon and any other person pursuant to which Mr. Reardon was selected as a director. There are no transactions in which Mr. Reardon has an interest that require disclosure under Item 404(a) of Regulation S-K.
Mr. Reardon is the co-CEO and a trustee of the Trust and has more than 20 years of experience in executive management, banking and philanthropy. He also served on the boards of directors of Bremer and Bremer Bank.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 1, 2025, the Amended and Restated By-Laws of Old National, dated February 21, 2024 (the “Amended and Restated By-Laws”), were amended to increase the size of the Board from 15 to 16 directors (the “By-Laws Amendment”), with Mr. Reardon appointed, as described above, to fill the vacancy created by such amendment.
The foregoing summary and referenced description of the By-Laws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws and the By-Laws Amendment, copies of which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On May 1, 2025, Old National issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements of Bremer required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits
The following exhibits are filed as part of this Current Report:
| Exhibit Number | Description | |||||||
| Agreement and Plan of Merger, dated November 25, 2024, among Old National Bancorp, Bremer Financial Corporation and ONB Merger Sub, Inc. (the schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of Old National’s Current Report on Form 8-K filed with the SEC on November 25, 2024). | ||||||||
| Amended and Restated By-Laws of Old National Bancorp, effective February 21, 2024 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K filed with the SEC on February 27, 2024). | ||||||||
| Amendment to Amended and Restated By-Laws of Old National Bancorp, dated May 1, 2025. | ||||||||
| Press Release of Old National, dated May 1, 2025. | ||||||||
| 101 | 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: May 1, 2025
OLD NATIONAL BANCORP
By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary
Exhibit 3.2
AMENDMENT TO THE
AMENDED AND RESTATED BY-LAWS
OF
OLD NATIONAL BANCORP
The Amended and Restated By-Laws of Old National Bancorp dated February 21, 2024 (the “By-Laws”), are hereby amended effective as of May 1, 2025, as follows:
Article V, Section 1 of the By-Laws is hereby amended and restated in its entirety as follows:
ARTICLE V
Board of Directors
Section 1. Election, Term and Number. The directors of the Corporation shall be elected and hold terms as provided in the Articles of Incorporation of the Corporation in effect from time to time. Except with respect to filling vacancies occurring on the Board of Directors, the number of directors of the Corporation to be elected by the holders of the shares of capital stock entitled by the Articles of Incorporation of the Corporation to elect directors shall be sixteen (16), unless changed by amendment of this Section. The Corporation elects to not be governed by Indiana Code § 23-1-33-6(c) with respect to staggering the terms of directors.
* * *
Exhibit 99.1
oldnational.com
| Investor Relations: | |||||
| Lynell Durchholz | |||||
| NEWS RELEASE | (812) 464-1366 | ||||
| [email protected] | |||||
| FOR IMMEDIATE RELEASE | Media Relations: | ||||
| May 1, 2025 | Rick Vach | ||||
| (904) 535-9489 | |||||
| [email protected] | |||||
Old National Completes Closing
of Bremer Bank Partnership
EVANSVILLE, IND. (NASDAQ: ONB) – Old National Bancorp (“Old National”) today announced the closing of its previously-announced merger with St. Paul, Minnesota-based Bremer Financial Corporation (“Bremer”), the bank holding company for Bremer Bank, as of May 1, 2025.
“This partnership represents an outstanding fit between two highly compatible, relationship- and community-focused banks,” said Old National Chairman and CEO Jim Ryan. “We are extremely pleased to have reached this important milestone, and we are excited about continuing our collaborative work to ensure that we are ‘Better Together’ and poised to exceed the expectations of our clients, team members, communities and shareholders.”
After closing of the merger, Old National has approximately $70 billion of assets and $37 billion of assets under management (on a pro forma basis using data as of March 31, 2025), making it among the top 25 banking companies headquartered in the U.S.
Bremer Bank will operate as a division of Old National Bank prior to the facilities and systems conversion, which is anticipated to occur in mid-October 2025.
The combined organization will operate under the Old National Bancorp and Old National Bank names. Clients will continue to be served through their respective Old National or Bremer branches, websites, mobile apps, financial advisors and relationship managers until the systems conversion is complete. For convenience, clients can continue to use the full ATM network of both banks for cash withdrawals at no charge.
Increased Community Growth Plan commitment
In recognition of Old National’s deep commitment to the communities served by Bremer Bank, Old National will increase its previous five-year Community Growth Plan commitments of $9.5 billion to $11.1 billion. This adds approximately $1.6 billion in lending, investments and philanthropy commitments in Minnesota, North Dakota, and Wisconsin.
Daniel Reardon to join Old National Bancorp Board
The partnership between Old National and Bremer will also see the addition of Daniel Reardon to the Old National Board of Directors. As co-CEO and trustee of Otto Bremer Trust in St. Paul, Minnesota, Reardon has decades of experience in executive management, philanthropy, and banking.
Since joining the Otto Bremer Trust in January 1995, Reardon has guided the Trust’s investments and charitable distributions, including $8.4 million in the latest grant cycle, to benefit the communities in Minnesota, North Dakota, Wisconsin, and Montana. Mr. Reardon also served on the boards of directors of Bremer and Bremer Bank.
ABOUT OLD NATIONAL
Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. As the fifth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $70 billion of assets and $37 billion of assets under management (including Bremer Financial Corporation on a pro forma basis as of March 31, 2025), Old National ranks among the top 25 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2024, Points of Light named Old National one of "The Civic 50" -- an honor reserved for the 50 most community-minded companies in the United States.
FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Old National. In general, forward-looking statements usually may be identified through use of words such as “may,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “continue” and “potential,” as well as words of similar meaning, and include statements related to expected benefits of the Bremer merger. 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 or outcomes may prove to be materially different from the results or outcomes 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 which could cause or contribute to such differences or could affect the forward-looking statements can be found in the cautionary language included under the headings “Forward-Looking Statements” and “Risk Factors” in Old National’s Annual Report on Form 10-K for the year ended December 31, 2024, 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 or outcomes 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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