OLD NATIONAL BANCORP /IN/ 8-K

What Happened

• Old National Bancorp (ONB) filed an 8-K reporting that directors Ellen A. Rudnick, Rebecca S. Skillman, Stephen C. Van Arsdell and director Austin M. Ramirez informed the Company on February 17, 2026 that they intend to retire at the end of their terms at the 2026 Annual Meeting of shareholders on May 13, 2026. The Board has decided to reduce its size as a result.
• On February 18, 2026 the Board approved amended and restated By‑Laws to allow the Board to set its size by resolution (previously required a by‑law amendment) and adopted a resolution to decrease the Board from 16 to 12 directors effective upon those retirements.
• The Board increased the quarterly common stock cash dividend by 3.6% to $0.145 per share (payable March 16, 2026; record date March 5, 2026). It also declared a quarterly dividend of $17.50 per share on the 7.0% Fixed Rate Non‑Cumulative Perpetual Preferred Stock, Series A and Series C (equivalent to $0.4375 per depositary share), payable May 20, 2026 (record date May 5, 2026).
• The Board approved an increased share repurchase program authorizing up to $400 million of common stock repurchases through February 28, 2027, replacing the prior $200 million program that was set to expire February 28, 2026.

Key Details

• Four board members (Rudnick, Skillman, Van Arsdell, Ramirez) to retire effective at 2026 Annual Meeting (May 13, 2026).
• By‑laws amended (Feb 18, 2026) so Board size can be fixed by Board resolution; Board size to drop from 16 → 12.
• Common dividend raised 3.6% to $0.145 per share; payable Mar 16, 2026 (record Mar 5, 2026).
• Share repurchase program increased to $400 million, effective through Feb 28, 2027 (replaces prior $200M program).

Why It Matters

• Board retirements and the by‑law change affect corporate governance and board composition — investors should watch for any nominations or further changes that could influence oversight and strategy.
• The dividend increase and continued preferred dividends are direct returns to shareholders and signal the Board’s confidence in available capital for distributions.
• A larger $400M buyback program can support the share price and indicates management is prioritizing buybacks as a use of capital, but the program is discretionary and may be modified or suspended; it does not obligate the Company to purchase shares.
• Dates and amounts (dividend payment/record dates, buyback program term) are concrete near‑term items investors can use for planning or monitoring.