OLD NATIONAL BANCORP /IN/ 8-K

What Happened Old National Bancorp (ONB) filed an 8-K on January 29, 2026 announcing completion of an offering of $450,000,000 aggregate principal amount of 5.768% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering was made under the company’s Form S‑3 and a prospectus supplement dated January 26, 2026, and was sold to underwriters led by Keefe, Bruyette & Woods, Inc. and Morgan Stanley & Co. LLC. Net proceeds were approximately $446.6 million before expenses and will be used for general corporate purposes.

Key Details

• Offering size: $450,000,000 principal; underwriting discount 0.75%; net proceeds ≈ $446.6M (before expenses).
• Interest: 5.768% fixed (semiannual) from issuance through Feb 15, 2031; thereafter floating at Three‑Month Term SOFR + 220 bps (quarterly) from Feb 15, 2031 to Feb 15, 2036; SOFR floored at 0%.
• Redemption/maturity: Callable (whole or part) beginning Feb 15, 2031; callable in whole upon certain events (Tax Event, Tier 2 Capital Event, or required registration as an investment company); redemption price 100% + accrued interest. Redemption subject to Federal Reserve approval if required.
• Structure: Issued under a subordinated indenture with U.S. Bank Trust Company, National Association as trustee. Notes rank junior to senior debt, are structurally subordinated to subsidiary obligations (including bank deposits), equal in right of payment with other subordinated debt, and are obligations of the parent only (not guaranteed by subsidiaries).

Why It Matters This transaction raises capital for ONB while issuing subordinated debt that typically qualifies as regulatory capital (subject to applicable rules and approvals). The fixed-to-floating structure delays interest-rate reset until 2031, giving investors a known coupon through that date and moving to a SOFR‑based floating rate thereafter. For investors, the notes increase ONB’s subordinated debt outstanding and affect the company’s capital and leverage profile; for creditors, the notes remain junior to senior and secured creditors and are not backed by subsidiaries.