UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 27, 2022

(Exact name of registrant as specified in its charter)

Delaware		001-39320		36-3161078
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois		60631-3655
	(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (708) 831-7483

	N/A
	(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	Name of each exchange on which registered:
Common stock, $0.01 par value	FMBI	The NASDAQ Stock Market

Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	FMBIP	The NASDAQ Stock Market

Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C	FMBIO	The NASDAQ Stock Market

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 the 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 January 27, 2022, First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger (the “Merger”) of First Midwest and Old National pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National (the “Merger Agreement”). On August 19, 2021, Old National Bank, a wholly-owned subsidiary of Old National, received approval from the Office of the Comptroller of the Currency for the proposed merger of First Midwest Bank, a wholly-owned subsidiary of First Midwest, with and into Old National Bank. The transaction is described in more detail in First Midwest’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021. As a result, First Midwest and Old National have received all required regulatory approvals to complete the transactions contemplated by the Merger Agreement. The closing of the Merger is expected to occur on or before March 1, 2022, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

On January 27, 2022, First Midwest and Old National issued a joint press release announcing the foregoing matters, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit Number		Description

99.1		Joint Press Release of First Midwest Bancorp, Inc. and Old National Bancorp, dated as of January 27, 2022.

101		Cover Page Interactive Data – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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.

	FIRST MIDWEST BANCORP, INC.

	By:	/s/ Nicholas J. Chulos
	Name:	Nicholas J. Chulos
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Dated: January 27, 2022

FIRST MIDWEST BANCORP INC 8-K