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As filed with the Securities and Exchange Commission on July 23, 2021
Registration No. 333-257536
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to the
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Old National Bancorp
(Exact name of Registrant as specified in its charter)
Indiana
(State or other jurisdiction
of incorporation or organization)
6022
(Primary Standard Industrial
Classification Code Number)
35-1539838
(I.R.S. Employer
Identification No.)
One Main Street
Evansville, Indiana 47708
(800) 731-2265
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jeffrey L. Knight
Executive Vice President,
Chief Legal Counsel and Corporate Secretary
Old National Bancorp
One Main Street
Evansville, Indiana 47708
Phone: (800) 731-2265
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James J. Barresi
Squire Patton Boggs (US) LLP
201 E. Fourth Street, Suite 1900
Cincinnati, OH 45202
(513) 361-1200
Nicholas J. Chulos
Executive Vice President, General Counsel
and Corporate Secretary
First Midwest Bancorp, Inc.
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
(708) 831-7260
Mark. J. Menting
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4859
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
 
 
 
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 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY—SUBJECT TO COMPLETION—DATED JULY 23, 2021


To the Shareholders of Old National Bancorp and the Stockholders of First Midwest Bancorp, Inc.
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT
On behalf of the boards of directors of Old National Bancorp (“Old National”) and First Midwest Bancorp, Inc. (“First Midwest”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of equals of Old National and First Midwest. We are requesting that you take certain actions as a holder of Old National common stock (an “Old National shareholder” or “shareholder”) or as a holder of First Midwest common stock (a “First Midwest stockholder” or “stockholder”).
On May 30, 2021, Old National and First Midwest entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Old National and First Midwest have agreed to combine their respective businesses in a merger of equals. The transaction will create a premier Midwest banking organization with approximately $45 billion in total assets and $34 billion in total deposits, operating through locations spanning Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota and Wisconsin.
Under the merger agreement, Old National and First Midwest will merge (the “merger”), with Old National as the surviving entity. Following the merger, First Midwest Bank, an Illinois state-charted bank and a wholly owned subsidiary of First Midwest (“First Midwest Bank”), and Old National Bank, a national banking association and a wholly owned subsidiary of Old National (“Old National Bank”), will merge (the “bank merger,” and together with the merger, the “mergers”), with Old National Bank as the surviving bank.
In the merger, First Midwest stockholders will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock they own. Based on the closing price of Old National’s common stock on the NASDAQ Global Select Market on May 28, 2021, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $21.60 in value for each share of First Midwest common stock, representing a merger consideration of approximately $2.5 billion on an aggregate basis.
Old National shareholders will continue to own their existing shares of Old National common stock. The value of the Old National common stock at the time of completion of the merger could be greater than, less than or the same as the value of Old National common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of Old National common stock (NASDAQ trading symbol “ONB”) and First Midwest common stock (NASDAQ trading symbol “FMBI”).
In addition, each share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, of First Midwest outstanding (the “First Midwest series A preferred stock”) and each share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, of First Midwest outstanding (the “First Midwest series C preferred stock,” and together with First Midwest series A preferred stock, the “First Midwest preferred stock”) will be converted, respectively, into the right to receive one (1) share of a newly created series A and series C of preferred stock of Old National having terms that are not materially less favorable than the corresponding series of the First Midwest preferred stock (the “Old National series A preferred stock” and “Old National series C preferred stock,” respectively, and collectively, the “new Old National preferred stock”). Likewise, following the completion of the merger, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest preferred stock will become an Old National depositary share and will represent a 1/40th interest in a share of the applicable series of the new Old National preferred stock. The depositary shares representing a 1/40th interest in a share of First Midwest Series A preferred stock and the depositary shares representing a 1/40th interest in a share of First Midwest Series C preferred stock are currently listed on the NASDAQ Global Select Market under the symbol “FMBIP” and “FMBIO,” respectively. The depositary shares representing a 1/40th interest in a share of Old National series A preferred stock and Old National series C preferred stock are expected to be listed on the NASDAQ Global Select Market upon completion of the merger.
We expect the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, First Midwest stockholders or holders of First Midwest preferred stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of First Midwest common stock or First Midwest preferred stock, as applicable, for Old National common stock or new Old National preferred stock, as applicable, in the merger, except with respect to any cash received by holders of First Midwest common stock in lieu of fractional shares of Old National common stock.
Based on the number of shares of First Midwest common stock outstanding or reserved for issuance as of July 21, 2021, Old National expects to issue approximately 130,362,065 shares of Old National common stock to First Midwest stockholders in the aggregate in the merger. We estimate that former First Midwest stockholders will own approximately forty-four percent (44%) and existing Old National shareholders will own approximately fifty-six percent (56%) of the common stock of Old National following the completion of the merger.
Old National and First Midwest will each hold a special meeting of our respective shareholders and stockholders in connection with the merger. At our respective special meetings, in addition to other business, Old National will ask its shareholders to approve and adopt the merger agreement and an amendment to Old National’s articles of incorporation to effect an increase in the number of authorized shares of Old National’s common stock, and First Midwest will ask its stockholders to approve and adopt the merger agreement and a proposal to approve, on an advisory (non-binding) basis, certain merger-related compensation payments to First Midwest's named executive officers in connection with the merger. Information about these meetings and the merger is contained in this document. We urge you to read this document carefully and in its entirety.
Holders of First Midwest preferred stock and holders of depositary shares representing interests in the shares of First Midwest preferred stock are not entitled to and are not requested to vote at the First Midwest special meeting.
The special meeting of First Midwest stockholders will be held at 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631 on September 15, 2021 at 10:00 a.m., Central Time. The special meeting of Old National shareholders will be held virtually via the internet on September 15, 2021 at 2:00 p.m., Central Time.
Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.
This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Old National and First Midwest and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 29 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Old National and First Midwest from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.
On behalf of the Old National and First Midwest boards of directors, thank you for your prompt attention to this important matter.
Sincerely,
 

 

 
James C. Ryan, III
 
Michael L. Scudder
 
Chairman of the Board and Chief Executive Officer
Old National Bancorp
 
Chairman of the Board and Chief Executive Officer
First Midwest Bancorp, Inc.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Old National or First Midwest, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The accompanying joint proxy statement/prospectus is dated [   ], 2021, and is first being mailed to holders of Old National common stock and holders of First Midwest common stock on or about [   ], 2021.

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ADDITIONAL INFORMATION
The accompanying joint proxy statement/prospectus incorporates important business and financial information about Old National and First Midwest from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:
if you are an Old National shareholder:
Old National Bancorp
One Main Street
Evansville, Indiana 47708
Attn: Corporate Secretary
(800) 731-2265
if you are a First Midwest stockholder:
First Midwest Bancorp, Inc.
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
Attn: Corporate Secretary
(708) 831-7483
You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Old National common stock requesting documents must do so by September 8, 2021, in order to receive them before the Old National special meeting, and holders of First Midwest common stock requesting documents must do so by September 8, 2021, in order to receive them before the First Midwest special meeting.
No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated July [ ], 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of Old National common stock or holders of First Midwest common stock, nor the issuance by Old National of shares of Old National common stock or new Old National preferred stock pursuant to the merger agreement will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding First Midwest has been provided by First Midwest and information contained in, or incorporated by reference into, this document regarding Old National has been provided by Old National.
See “Where You Can Find More Information” beginning on page 166 of the accompanying joint proxy statement/prospectus for further information.

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Old National Bancorp
One Main Street
Evansville, Indiana 47708
NOTICE OF SPECIAL MEETING OF OLD NATIONAL SHAREHOLDERS
To Old National Shareholders:
On May 30, 2021, Old National Bancorp (“Old National”) and First Midwest Bancorp, Inc. (“First Midwest”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.
NOTICE IS HEREBY GIVEN that a special meeting of holders of Old National common stock (the “Old National special meeting”) will be held on September 15, 2021 at 2:00 p.m., Central Time. We are pleased to notify you of, and invite you to, the Old National special meeting which will be held virtually via the Internet.
At the Old National special meeting, you will be asked to vote on the following matters:
A proposal to approve and adopt the merger agreement (the “Old National merger proposal”).
A proposal to approve an amendment to the fifth amended and restated articles of incorporation of Old National (as amended, “Old National’s articles of incorporation”) to effect an increase in the number of authorized shares of Old National’s common stock from 300,000,000 to 600,000,000 (the “Old National articles amendment proposal”).
A proposal to adjourn the Old National special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Old National merger proposal or the Old National articles amendment proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Old National common stock (the “Old National adjournment proposal”).
In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our shareholders, employees and community, the Old National special meeting will be held in a virtual-only format conducted via live webcast. If you are a holder of record, you may attend the Old National special meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and entering the 16-digit control number that is printed on your proxy card. If you are not a shareholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and registering as a guest. If you enter the meeting as a guest, you will not be able to vote or submit questions during the meeting. You may log in beginning at 1:45 (Central Time) on September 15, 2021. The Old National special meeting will begin promptly at 2:00 p.m. (Central Time). An archived copy of the webcast will also be available under the Investor Relations tab on the Company’s website at www.oldnational.com through September 14, 2022.
The board of directors of Old National has fixed the close of business on July 21, 2021 as the record date for the Old National special meeting. Only holders of record of Old National common stock as of the close of business on the record date for the Old National special meeting are entitled to notice of the Old National special meeting or any adjournment or postponement thereof. Only holders of record of Old National common stock will be entitled to vote at the Old National special meeting or any adjournment or postponement thereof.
Old National has determined that holders of Old National common stock are not entitled to dissenters’ rights with respect to the proposed merger under Indiana Business Corporation Law.
The Old National board of directors unanimously recommends that holders of Old National common stock vote “FOR” the Old National merger proposal, “FOR” the Old National articles amendment proposal and “FOR” the Old National adjournment proposal.

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Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of Old National common stock approve the Old National merger proposal. The affirmative vote of a majority of the outstanding shares of Old National common stock is required to approve the merger proposal. Whether or not you plan to virtually attend the Old National special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.
 
By Order of the Board of Directors
 
 
 

 
Jeffrey L. Knight
Executive Vice President, Chief Legal Counsel
and Corporate Secretary
[     ], 2021

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First Midwest Bancorp, Inc.
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
NOTICE OF SPECIAL MEETING OF FIRST MIDWEST STOCKHOLDERS
To First Midwest Stockholders:
On May 30, 2021, Old National Bancorp (“Old National”) and First Midwest Bancorp, Inc. (“First Midwest”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.
NOTICE IS HEREBY GIVEN that a special meeting of holders of First Midwest common stock (the “First Midwest special meeting”) will be held on September 15, 2021 at 10:00 a.m., Central Time. We are pleased to notify you of and invite you to the First Midwest special meeting, which will be held at 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631.
At the First Midwest special meeting, holders of First Midwest common stock will be asked to vote on the following matters:
A proposal to approve and adopt the merger agreement (the “First Midwest merger proposal”).
A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of First Midwest in connection with the transactions contemplated by the merger agreement (the “First Midwest compensation proposal”).
A proposal to adjourn the First Midwest special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the First Midwest merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of First Midwest common stock (the “First Midwest adjournment proposal”).
The board of directors of First Midwest has fixed the close of business on July 21, 2021 as the record date for the First Midwest special meeting. Only holders of record of First Midwest common stock as of the close of business on the record date for the First Midwest special meeting are entitled to notice of the First Midwest special meeting or any adjournment or postponement thereof. Only holders of record of First Midwest common stock will be entitled to vote at the First Midwest special meeting or any adjournment or postponement thereof.
Holders of First Midwest preferred stock and holders of depositary shares representing interests in the shares of First Midwest preferred stock are not entitled to and are not requested to vote at the First Midwest special meeting.
The First Midwest board of directors unanimously recommends that holders of First Midwest common stock vote “FOR” the First Midwest merger proposal, “FOR” the First Midwest compensation proposal and “FOR” the First Midwest adjournment proposal.

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Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of First Midwest common stock approve the First Midwest merger proposal. The affirmative vote of a majority of the outstanding shares of First Midwest common stock is required to approve the First Midwest merger proposal. Whether or not you plan to attend the First Midwest special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.
By Order of the Board of Directors
 
Nicholas J. Chulos
 
Executive Vice President, General Counsel and Corporate Secretary
 
First Midwest Bancorp, Inc.
[     ], 2021

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QUESTIONS AND ANSWERS
The following are some questions that you may have about the merger and the Old National special meeting or the First Midwest special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the Old National special meeting or the First Midwest special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 166.
In this joint proxy statement/prospectus, unless the context otherwise requires:
“First Midwest” refers to First Midwest Bancorp, Inc., a Delaware corporation;
“First Midwest Bank” refers to First Midwest Bank, an Illinois state-chartered bank and a wholly owned subsidiary of First Midwest;
“First Midwest bylaws” refers to the amended and restated by-laws of First Midwest Bancorp, Inc.;
“First Midwest certificate of incorporation” refers to the restated certificate of incorporation of First Midwest Bancorp, Inc., as amended;
“First Midwest common stock” refers to the common stock of First Midwest, par value $0.01 per share;
“First Midwest depositary shares” refers to the depositary shares each representing a 1/40th interest in a share of the applicable series of First Midwest preferred stock;
“First Midwest preferred stock” refers to, collectively, the First Midwest series A preferred stock and the First Midwest series C preferred stock;
“First Midwest series A preferred stock” refers to the 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, of First Midwest;
“First Midwest series C preferred stock” refers to the 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, of First Midwest;
“new Old National preferred stock” refers to, collectively, the Old National series A preferred stock and the Old National series C preferred stock that will be issued in the merger to the existing holders of First Midwest preferred stock;
“new Old National depositary shares” refers to the depositary shares each representing a 1/40th interest in a share of the applicable series of new Old National preferred stock;
“Old National” refers to Old National Bancorp, an Indiana corporation;
“Old National Bank” refers to Old National Bank, National Association, a national banking association and a wholly owned subsidiary of Old National;
“Old National articles of incorporation” refers to the fifth amended and restated articles of incorporation of Old National Bancorp;
“Old National bylaws” refers to the amended and restated bylaws of Old National Bancorp;
“Old National common stock” refers to the common stock of Old National, no par value;
“Old National series A preferred stock” refers to the newly created series of preferred stock of Old National having terms that are not materially less favorable than the First Midwest series A preferred stock;
“Old National series C preferred stock” refers to the newly created series of preferred stock of Old National having terms that are not materially less favorable than the First Midwest series C preferred stock;
“shareholders” refers to holders of shares of Old National common stock both prior to and following the completion of the merger; and
“stockholders” refers to holders of shares of First Midwest common stock.
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Q:
Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because Old National and First Midwest entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which Old National and First Midwest will merge (the “merger”) in a merger of equals transaction, with Old National as the surviving entity. Following the merger, First Midwest Bank and Old National Bank will merge (the “bank merger,” and together with the merger, the “mergers”), with Old National Bank as the surviving bank. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. In this joint proxy statement/prospectus, we refer to the closing of the transactions contemplated by the merger agreement as the “closing” and the date on which the closing occurs as the “closing date.”
In order to complete the merger, among other things:
Old National shareholders must approve and adopt the merger agreement (the “Old National merger proposal”); and
First Midwest stockholders must approve and adopt the merger agreement (the “First Midwest merger proposal”).
Old National is holding a special meeting of Old National shareholders (the “Old National special meeting”) to obtain approval of the Old National merger proposal.
Old National shareholders will also be asked to approve a proposal to approve an amendment to the Old National articles of incorporation to effect an increase in the number of authorized shares of Old National’s common stock from 300,000,000 to 600,000,000 (such amendment, the “Old National articles amendment” and such proposal, the “Old National articles amendment proposal”). The approval of the Old National articles amendment proposal is not a condition to the closing of the merger.
In addition, Old National shareholders will be asked to approve a proposal to adjourn the Old National special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the Old National special meeting to approve the Old National merger proposal or the Old National articles amendment proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Old National shareholders (the “Old National adjournment proposal”).
First Midwest is holding a special meeting of First Midwest stockholders (the “First Midwest special meeting”) to obtain approval of the First Midwest merger proposal. Holders of First Midwest preferred stock and holders of depositary shares representing interests in the shares of First Midwest preferred stock are not entitled to and are not requested to vote at the First Midwest special meeting.
First Midwest stockholders will also be asked to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of First Midwest in connection with the transactions contemplated by the merger agreement (the “First Midwest compensation proposal”), and to approve a proposal to adjourn the First Midwest special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the First Midwest special meeting to approve the First Midwest merger proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of First Midwest common stock (the “First Midwest adjournment proposal”).
This document is also a prospectus that is being delivered to holders of First Midwest common stock because, pursuant to the merger agreement, Old National is offering shares of Old National common stock to holders of First Midwest common stock.
This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Old National and First Midwest special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.
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Q:
What will happen in the merger?
A:
In the merger, Old National and First Midwest will merge, with Old National as the surviving entity. In the bank merger, which will occur following the merger, Old National Bank and First Midwest Bank will merge, with Old National Bank as the surviving bank.
Each share of First Midwest common stock issued and outstanding immediately prior to the effective time, except for shares of First Midwest common stock owned by First Midwest as treasury stock or owned by First Midwest or Old National (in each case, other than shares of First Midwest common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by First Midwest or Old National in respect of debts previously contracted), will be converted into the right to receive 1.1336 shares (the “exchange ratio”) of Old National common stock (the “merger consideration”).
In addition, each share of First Midwest series A preferred stock and each share of First Midwest series C preferred stock will be converted, respectively, into the right to receive one (1) share of the newly created series A and series C preferred stock of Old National having terms that are not materially less favorable than the corresponding series of the First Midwest preferred stock. Likewise, following the completion of the merger, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest preferred stock will become an Old National depositary share and will represent a 1/40th interest in a share of the applicable series of new Old National preferred stock. The depositary shares representing a 1/40th interest in a share of First Midwest series A preferred stock and the depositary shares representing a 1/40th interest in a share of First Midwest series C preferred stock are currently listed on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “FMBIP” and “FMBIO,” respectively. The depositary shares representing a 1/40th interest in a share of Old National series A preferred stock and Old National series C preferred stock are expected to be listed on NASDAQ upon completion of the merger.
After completion of the merger, (i) First Midwest will no longer be a public company and will cease to exist, (ii) the First Midwest common stock and the First Midwest depositary shares will be delisted from NASDAQ and will cease to be publicly traded, and (iii) the First Midwest common stock and the First Midwest depositary shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Holders of Old National common stock will continue to own their existing shares of Old National common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 104 and the merger agreement for more information about the merger.
Q:
When and where will each of the special meetings take place?
A:
The Old National special meeting will be held virtually via the internet on September 15, 2021 at 2:00 p.m., Central Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our shareholders, employees and community, the Old National special meeting will be held in a virtual-only format conducted via live webcast. If you are a holder of record, you may attend the Old National special meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and entering the 16-digit control number that is printed on your proxy card. If you are not a shareholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and registering as a guest. If you enter the meeting as a guest, you will not be able to vote or submit questions during the meeting. You may log in beginning at 1:45 (Central Time) on September 15, 2021. The Old National special meeting will begin promptly at 2:00 p.m. (Central Time). An archived copy of the webcast will also be available under the Investor Relations tab on the Company’s website at www.oldnational.com through September 14, 2022.
The First Midwest special meeting will be held at 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631 on September 15, 2021 at 10:00 a.m., Central Time.
Even if you plan to attend your respective company’s special meeting, Old National and First Midwest recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.
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Q:
What matters will be considered at each of the special meetings?
A:
At the Old National special meeting, Old National shareholders will be asked to consider and vote on the following proposals:
Old National Proposal 1: The Old National merger proposal;
Old National Proposal 2: The Old National articles amendment proposal; and
Old National Proposal 3: The Old National adjournment proposal.
At the First Midwest special meeting, First Midwest stockholders will be asked to consider and vote on the following proposals:
First Midwest Proposal 1: The First Midwest merger proposal;
First Midwest Proposal 2: The First Midwest compensation proposal; and
First Midwest Proposal 3: The First Midwest adjournment proposal.
In order to complete the merger, among other things, Old National shareholders must approve the Old National merger proposal and First Midwest stockholders must approve the First Midwest merger proposal. None of the approvals of the Old National articles amendment proposal, the Old National adjournment proposal, the First Midwest compensation proposal or the First Midwest adjournment proposal is a condition to the obligations of Old National or First Midwest to complete the merger.
Q:
What will holders of First Midwest common stock receive in the merger?
A:
In the merger, holders of First Midwest common stock will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock held immediately prior to the completion of the merger. Old National will not issue any fractional shares of Old National common stock in the merger. Holders of First Midwest common stock who would otherwise be entitled to a fractional share of Old National common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average closing-sale price per share of Old National common stock on NASDAQ for the consecutive period of five (5) full trading days ending on the day preceding the closing date by the fraction of a share (after taking into account all shares of First Midwest common stock held by such holder immediately prior to the completion of the merger and rounded to the nearest one-thousandth when expressed in decimal form) of Old National common stock that such stockholder would otherwise be entitled to receive.
Q:
What will holders of First Midwest depositary shares receive in the merger?
A:
In the merger, each outstanding First Midwest depositary share will become a new Old National depositary share and will represent a 1/40th interest in a share of the applicable series of new Old National preferred stock, which will have terms that are not materially less favorable than the corresponding series of the First Midwest preferred stock. Upon completion of the merger, Old National will assume the obligations of First Midwest under the applicable deposit agreements. For more information, see “Description of New Old National Preferred Stock” beginning on page 137.
Q:
What will holders of Old National common stock receive in the merger?
A:
In the merger, holders of Old National common stock will not receive any consideration, and their shares of Old National common stock will remain outstanding and will constitute shares of Old National following the merger. Following the merger, shares of Old National common stock will continue to be traded on NASDAQ.
Q:
Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?
A:
Yes. Although the number of shares of Old National common stock that First Midwest stockholders will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for Old National
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common stock. Any fluctuation in the market price of Old National common stock will change the value of the shares of Old National common stock that First Midwest stockholders will receive. Neither Old National nor First Midwest is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Old National common stock or First Midwest common stock.
Q:
How will the merger affect First Midwest equity awards?
A:
The merger agreement provides that, at the effective time, each award in respect of a share of First Midwest common stock subject to vesting, repurchase or other lapse restriction (each, a “First Midwest restricted stock award”) under the First Midwest stock plans (the “First Midwest stock plans”) that is outstanding, unvested and unsettled immediately prior to the effective time, other than any First Midwest performance shares (discussed below), will be assumed and converted into a restricted stock award of Old National common stock (each, an “Old National restricted stock award”) relating to a number of shares of Old National common stock equal to the number of shares of First Midwest restricted stock multiplied by the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective time, each such Old National restricted stock award will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest restricted stock award immediately prior to the effective time.
The merger agreement also provides that, at the effective time, each award of restricted stock units in respect of shares of First Midwest common stock granted under a First Midwest stock plan (each, a “First Midwest restricted stock unit award”) that is outstanding, unvested and unsettled immediately prior to the effective time, other than any First Midwest performance shares (discussed below), will be assumed and converted into an award of restricted stock units in respect of shares of Old National common stock (each, an “Old National restricted stock unit award”) equal to the number of First Midwest restricted stock unit awards multiplied by the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective time, each such Old National restricted stock unit award will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest restricted stock unit award immediately prior to the effective time.
The merger agreement also provides that, at the effective time, each award of performance shares in respect of shares of First Midwest common stock (each, a “First Midwest performance share award”) under the First Midwest stock plans that is outstanding, unvested and unsettled immediately prior to the effective time, will be assumed and converted into a time-based Old National restricted stock unit award. The number of shares of Old National common stock subject to each such Old National restricted stock unit award will be equal to the product of (i) the number of shares of First Midwest common stock subject to such First Midwest performance share award immediately prior to the effective time based on the higher of target performance and actual performance through the latest practicable date prior to the effective time as reasonably determined by the compensation committee of the First Midwest board of directors (the “First Midwest Compensation Committee”) consistent with past practice and in consultation with Old National, multiplied by (ii) the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective time, each such Old National restricted stock unit award will continue to be governed by the same terms and conditions (including service-based vesting terms, but excluding performance conditions, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest performance share award immediately prior to the effective time.
Except as specifically provided in the merger agreement, at the effective time, each hypothetical First Midwest common stock investment credited under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan or the First Midwest Bancorp, Inc. Nonqualified Retirement Plan (a “First Midwest deemed stock investment”) that is unsettled immediately prior to the effective time will be assumed and converted into a hypothetical Old National common stock deemed investment (an “Old National deemed stock investment”). The number of shares of Old National common stock subject to each such Old National deemed stock
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investment will be equal to the product (rounded up to the nearest whole number) of (i) the number of shares of First Midwest common stock subject to such First Midwest deemed stock award immediately prior to the effective time, multiplied by (ii) the exchange ratio. Except as specifically provided in the merger agreement, at and following the effective time, each such Old National deemed stock investment will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest deemed stock investment immediately prior to the effective time.
Q:
How will the merger affect First Midwest’s 401(k) plan?
A:
The merger agreement provides that if requested by Old National in writing at least fifteen (15) business days prior to the effective time, First Midwest will cause First Midwest’s 401(k) plan to be terminated effective as of the day immediately prior to the effective time and contingent upon the occurrence of the closing. If Old National requests that First Midwest’s 401(k) plan be terminated, (i) First Midwest will provide Old National with evidence that such plan has been terminated (the form and substance of which will be subject to reasonable review and comment by Old National) not later than two (2) business days immediately preceding the effective time, and (ii) any continuing employees will be eligible to participate, effective as of the effective time, in a 401(k) plan sponsored or maintained by Old National or one of its subsidiaries. Old National and First Midwest will take any and all actions as may be required, including amendments to First Midwest’s 401(k) plan and/or Old National’s 401(k) plan, to permit the continuing employees to make rollover contributions to Old National’s 401(k) plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of Internal Revenue Code of 1986, as amended (the “Code”)) from First Midwest’s 401(k) plan in the form of cash, notes (in the case of loans), or a combination thereof.
Q:
How does the Old National board of directors recommend that I vote at the Old National special meeting?
A:
The Old National board of directors unanimously recommends that you vote “FOR” the Old National merger proposal, “FOR” the Old National articles amendment proposal and “FOR” the Old National adjournment proposal.
In considering the recommendations of the Old National board of directors, Old National shareholders should be aware that Old National directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Old National shareholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Certain Old National Directors and Executive Officers in the Merger” beginning on page 91.
Q:
How does the First Midwest board of directors recommend that I vote at the First Midwest special meeting?
A:
The First Midwest board of directors unanimously recommends that you vote “FOR” the First Midwest merger proposal, “FOR” the First Midwest compensation proposal and “FOR” the First Midwest adjournment proposal.
In considering the recommendations of the First Midwest board of directors, First Midwest stockholders should be aware that First Midwest directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of First Midwest stockholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger” beginning on page 93.
Q:
Who is entitled to vote at the Old National special meeting?
A:
The record date for the Old National special meeting is July 21, 2021. All Old National shareholders who held shares at the close of business on the record date for the Old National special meeting are entitled to receive notice of, and to vote at, the Old National special meeting.
Each holder of Old National common stock is entitled to cast one (1) vote on each matter properly brought before the Old National special meeting for each share of Old National common stock that such holder owned of record as of the record date. As of July 21, 2021, there were 165,720,179 outstanding shares of Old National common stock.
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Attendance at the special meeting is not required to vote. See below and the section entitled “The Old National Special Meeting—Proxies” beginning on page 40 for instructions on how to vote your shares of Old National common stock without attending the Old National special meeting.
Q:
Who is entitled to vote at the First Midwest special meeting?
A:
The record date for the First Midwest special meeting is July 21, 2021. All First Midwest stockholders who held shares at the close of business on the record date for the First Midwest special meeting are entitled to receive notice of, and to vote at, the First Midwest special meeting.
Each holder of First Midwest common stock is entitled to cast one (1) vote on each matter properly brought before the First Midwest special meeting for each share of First Midwest common stock that such holder owned of record as of the record date. As of July 21, 2021, there were 114,312,759 outstanding shares of First Midwest common stock.
Attendance at the special meeting is not required to vote. See below and the section entitled “The First Midwest Special Meeting—Proxies” beginning on page 40 for instructions on how to vote your shares of First Midwest common stock without attending the First Midwest special meeting.
Q:
What constitutes a quorum for the Old National special meeting?
A:
The presence at the Old National special meeting, virtually or by proxy, of holders of a majority of the outstanding shares of Old National common stock entitled to vote at the Old National special meeting will constitute a quorum for the transaction of business at the Old National special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Q:
What constitutes a quorum for the First Midwest special meeting?
A:
The presence at the First Midwest special meeting, in person or by proxy, of holders of a majority of the outstanding shares of First Midwest common stock entitled to vote at the First Midwest special meeting will constitute a quorum for the transaction of business at the First Midwest special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Q:
What vote is required for the approval of each proposal at the Old National special meeting?
A:
Old National Proposal 1: Old National merger proposal. Approval of the Old National merger proposal requires the affirmative vote of a majority of the outstanding shares of Old National common stock.
Old National Proposal 2: Old National articles amendment proposal. Approval of the Old National articles amendment proposal requires the affirmative vote of a majority of the shares of Old National common stock having voting power present virtually or represented by proxy at the Old National special meeting.
Old National Proposal 3: Old National adjournment proposal. Whether or not a quorum will be present at the meeting, approval of the Old National adjournment proposal requires the affirmative vote of a majority of the shares of Old National common stock having voting power present virtually or represented by proxy at the Old National special meeting.
Q:
What vote is required for the approval of each proposal at the First Midwest special meeting?
A:
First Midwest Proposal 1: First Midwest merger proposal. Approval of the First Midwest merger proposal requires the affirmative vote of a majority of the outstanding shares of First Midwest common stock.
First Midwest Proposal 2: First Midwest compensation proposal. Approval, on an advisory (non-binding) basis, of the First Midwest compensation proposal requires the affirmative vote of a majority of the shares of First Midwest common stock in attendance at the First Midwest special meeting or represented by proxy at the First Midwest special meeting.
First Midwest Proposal 3: First Midwest adjournment proposal. Whether or not a quorum will be present at the meeting, approval of the First Midwest adjournment proposal requires the affirmative vote of a majority of the shares of First Midwest common stock in attendance at the First Midwest special meeting or represented by proxy at the First Midwest special meeting.
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Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, merger-related compensation arrangements for the First Midwest named executive officers (i.e., the First Midwest compensation proposal)?
A:
Under Securities and Exchange Commission (“SEC”) rules, First Midwest is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to First Midwest’s named executive officers that is based on or otherwise relates to the merger or “golden parachute” compensation.
Q:
What happens if First Midwest stockholders do not approve, by non-binding, advisory vote, merger-related compensation arrangements for First Midwest named executive officers (i.e., the First Midwest compensation proposal)?
A:
The vote on the proposal to approve the merger-related compensation arrangements for each of First Midwest’s named executive officers is separate and apart from the votes to approve the other proposals being presented at the First Midwest special meeting. Because the votes on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding upon Old National or First Midwest before or following the merger. Accordingly, the merger-related compensation will be paid to First Midwest’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if First Midwest stockholders do not approve the proposal to approve the merger-related executive compensation.
Q:
What if I hold shares in both Old National and First Midwest?
A:
If you hold shares of both Old National common stock and First Midwest common stock, you will receive separate packages of proxy materials. A vote cast as an Old National shareholder will not count as a vote cast as a First Midwest stockholder, and a vote cast as a First Midwest stockholder will not count as a vote cast as an Old National shareholder. Therefore, please submit separate proxies for your shares of Old National common stock and your shares of First Midwest common stock.
Q:
How can I attend, ask questions at and vote at the Old National special meeting or the First Midwest special meeting?
A:
Record Holders. If you hold shares directly in your name as the holder of record of Old National or First Midwest common stock, you are a “record holder” and your shares may be voted at the Old National special meeting or the First Midwest special meeting, as applicable, by you. You may vote at the respective special meeting or vote by submitting a proxy. If you choose to vote your shares virtually at the Old National special meeting via the Old National special meeting website, you will need the control number for the Old National special meeting, as described below.
Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the Old National special meeting or the First Midwest special meeting, as applicable, by you as described below. You should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide your broker, bank or nominee with instructions on how to vote your shares or, if you wish to vote in person at the First Midwest special meeting, you must obtain a signed legal proxy from your bank, broker or nominee giving you the right to vote the shares. If you choose to vote your shares virtually at the Old National special meeting via the Old National special meeting website, you will need the control number for the Old National special meeting, as described below.
Old National special meeting. If you are a record holder of Old National common stock, you will be able to attend the Old National special meeting online, ask questions at and vote during the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Old National special meeting online, ask questions at and vote during the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Old National special meeting to ensure you have access.
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Old National encourages its shareholders to visit the meeting website above in advance of the Old National special meeting to familiarize themselves with the online access process. The virtual Old National special meeting platform is fully supported across browsers and devices that are equipped with the most updated version of applicable software and plugins. Shareholders should verify their internet connection prior to the Old National special meeting. Technical support information is provided on the sign-in page for all shareholders. If you have difficulty accessing the virtual Old National special meeting during check-in or during the meeting, please contact technical support as indicated on the Old National special meeting sign-in page. Shareholders will have substantially the same opportunities to participate in the virtual Old National special meeting as they would have at a physical, in-person meeting. Shareholders as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform.
First Midwest special meeting. You are entitled to attend, ask questions at and vote at the First Midwest special meeting only if you are a record holder or beneficial owner, or you hold a valid proxy for the First Midwest special meeting. If you are a record holder, you must bring an acceptable form of identification, such as a valid driver’s license, in order to attend the First Midwest special meeting in person. If you hold shares in street name and would like to attend the First Midwest special meeting, you also will need to bring an account statement and a legal proxy form from the broker, or other acceptable evidence of ownership of First Midwest common stock as of the close of business on the First Midwest record date.
Even if you plan to attend the Old National special meeting or the First Midwest special meeting, Old National and First Midwest recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.
Additional information on attending the special meetings can be found under the section entitled “The Old National Special Meeting—Attending the Virtual Special Meeting” on page 39 and under the section entitled “The First Midwest Special Meeting—Attending the Special Meeting” on page 47.
Q:
How can I vote my shares without attending my respective special meeting?
A:
Whether you hold your shares directly as the holder of record of Old National common stock or First Midwest common stock or beneficially in “street name,” you may direct your vote by proxy without attending the Old National special meeting or the First Midwest special meeting, as applicable.
If you are a record holder of Old National common stock or First Midwest common stock, you can vote your shares by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name” as a beneficial owner of Old National common stock or First Midwest common stock, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.
Additional information on voting procedures can be found under the section entitled “The Old National Special Meeting—Attending the Virtual Special Meeting” on page 39 and under the section entitled “The First Midwest Special Meeting—Attending the Special Meeting” on page 47.
Q:
What do I need to do now?
A:
After carefully reading and considering the information contained in this document, please vote as soon as possible. If you hold shares of Old National common stock or First Midwest common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you are a beneficial owner with shares held in “street name,” you should follow the voting instructions provided by your bank, broker, trustee or other nominee.
Q:
If I am a beneficial owner with my shares held in “street name” by a bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?
A:
No. Your bank, broker, trustee or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker, trustee or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting instruction form used by your bank, broker, trustee or other nominee.
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Q:
What is a “broker non-vote”?
A:
Banks, brokers and other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner.
A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at each of the Old National special meeting and the First Midwest special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Old National special meeting or the First Midwest special meeting. If your bank, broker, trustee or other nominee holds your shares of Old National common stock or First Midwest common stock in “street name,” such entity will vote your shares of Old National common stock or First Midwest common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.
If you are a beneficial owner of Old National common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of Old National common stock:
Old National merger proposal: your bank, broker, trustee or other nominee may not vote your shares on the Old National merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” such proposal;
Old National articles amendment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Old National articles amendment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal; and
Old National adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Old National adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.
If you are a beneficial owner of First Midwest common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of First Midwest common stock:
First Midwest merger proposal: your bank, broker, trustee or other nominee may not vote your shares on the First Midwest merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” such proposal;
First Midwest compensation proposal: your bank, broker, trustee or other nominee may not vote your shares on the First Midwest compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal; and
First Midwest adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the First Midwest adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.
Q:
What if I fail to vote or abstain?
A:
For purposes of the Old National special meeting, an abstention occurs when an Old National shareholder attends the Old National special meeting and does not vote or returns a proxy with an “abstain” instruction.
Old National merger proposal: An abstention will have the same effect as a vote “AGAINST” the Old National merger proposal. If an Old National shareholder is not present at the Old National special meeting and does not respond by proxy, it will also have the same effect as a vote “AGAINST” the Old National merger proposal.
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Old National articles amendment proposal: An abstention will have the same effect as a vote “AGAINST” the Old National articles amendment proposal. If an Old National shareholder is not present at the Old National special meeting and does not respond by proxy, it will have no effect on the outcome of such proposal.
Old National adjournment proposal: An abstention will have the same effect as a vote “AGAINST” the Old National adjournment proposal. If an Old National shareholder is not present at the Old National special meeting and does not respond by proxy, it will have no effect on the outcome of such proposal.
For purposes of the First Midwest special meeting, an abstention occurs when a First Midwest stockholder attends the First Midwest special meeting and does not vote or returns a proxy with an “abstain” instruction.
First Midwest merger proposal: An abstention will have the same effect as a vote “AGAINST” the First Midwest merger proposal. If a First Midwest stockholder is not present at the First Midwest special meeting and does not respond by proxy, it will also have the same effect as a vote “AGAINST” the First Midwest merger proposal.
First Midwest compensation proposal: An abstention will have the same effect as a vote “AGAINST” the First Midwest compensation proposal. If a First Midwest stockholder is not present at the First Midwest special meeting and does not respond by proxy, it will have no effect on the outcome of such proposal.
First Midwest adjournment proposal: An abstention will have the same effect as a vote “AGAINST” the First Midwest adjournment proposal. If a First Midwest stockholder is not present at the First Midwest special meeting and does not respond by proxy, it will have no effect on the outcome of such proposal.
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for Old National or First Midwest to obtain the necessary quorum to hold its special meeting and to obtain the shareholder and stockholder approval that each of its board of directors is recommending and seeking. The Old National merger proposal must be approved by the affirmative vote of a majority of the outstanding shares of Old National common stock. The First Midwest merger proposal must be approved by the affirmative vote of a majority of the outstanding shares of First Midwest common stock. Your failure to submit a proxy or vote at your respective special meeting, or failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote “AGAINST” the Old National merger proposal and the First Midwest merger proposal, as applicable.
The Old National board of directors and the First Midwest board of directors unanimously recommend that you vote “FOR” the Old National merger proposal and “FOR” the First Midwest merger proposal, respectively, and “FOR” the other proposals to be considered at the Old National special meeting and the First Midwest special meeting, respectively.
Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Old National common stock represented by your proxy will be voted as recommended by the Old National board of directors with respect to such proposals, or the shares of First Midwest common stock represented by your proxy will be voted as recommended by the First Midwest board of directors with respect to such proposals, as the case may be.
Q:
Can I change my vote after I have delivered my proxy or voting instruction card?
A:
If you directly hold shares of Old National common stock or First Midwest common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:
submitting a written statement that you would like to revoke your proxy to the corporate secretary of Old National or First Midwest, as applicable;
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signing and returning a proxy card with a later date;
attending the special meeting and voting at the special meeting; or
voting by telephone or the internet at a later time.
If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:
contacting your bank, broker, trustee or other nominee; or
attending the special meeting and voting your shares pursuant to the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee for further instructions.
Q:
Will Old National be required to submit the Old National merger proposal to its shareholders even if the Old National board of directors has withdrawn, modified or qualified its recommendation?
A:
Yes. Unless the merger agreement is terminated before the Old National special meeting, Old National is required to submit the Old National merger proposal to its shareholders even if the Old National board of directors has withdrawn, modified or qualified its recommendation in favor of the merger.
Q:
Will First Midwest be required to submit the First Midwest merger proposal to its stockholders even if the First Midwest board of directors has withdrawn, modified or qualified its recommendation?
A:
Yes. Unless the merger agreement is terminated before the First Midwest special meeting, First Midwest is required to submit the First Midwest merger proposal to its stockholders even if the First Midwest board of directors has withdrawn, modified or qualified its recommendation in favor of the merger.
Q:
Are holders of Old National common stock entitled to dissenters’ rights?
A:
No. Holders of Old National common stock are not entitled to dissenters’ rights under the Indiana Business Corporation Law (the “IBCL”). For more information, see the section entitled “Comparison of the Rights of Old National Shareholders and First Midwest Stockholders—Appraisal or Dissenters’ Rights” beginning on page 160.
Q:
Are holders of First Midwest common stock or First Midwest depositary shares and the related First Midwest preferred stock entitled to appraisal rights?
A:
No. Holders of First Midwest common stock and holders of First Midwest depositary shares and the related First Midwest preferred stock are not entitled to appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”). For more information, see the section entitled “Comparison of the Rights of Old National Shareholders and First Midwest Stockholders—Appraisal or Dissenters’ Rights” beginning on page 160.
Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the Old National merger proposal, the First Midwest merger proposal, or the other proposals to be considered at the Old National special meeting and the First Midwest special meeting, respectively?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 29. You also should read and carefully consider the risk factors of Old National and First Midwest contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.
Q:
What are the material U.S. federal income tax consequences of the merger to holders of First Midwest common stock and First Midwest preferred stock?
A:
The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that each of Old National and First Midwest receives a legal opinion to the effect that the merger will so qualify. Accordingly, holders of First Midwest common stock and First Midwest preferred stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their First Midwest common stock for Old National
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common stock and First Midwest preferred stock for new Old National preferred stock, as applicable, in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Old National common stock. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 122.
Q:
When is the merger expected to be completed?
A:
Neither Old National nor First Midwest can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. First Midwest must obtain the approval of First Midwest stockholders for the First Midwest merger proposal, and Old National must obtain the approval of Old National shareholders for the Old National merger proposal. Old National and First Midwest must also obtain necessary regulatory approvals and satisfy certain other closing conditions. Old National and First Midwest expect the merger to be completed promptly once Old National and First Midwest have obtained their respective shareholders’ and stockholders’ approvals noted above, have obtained necessary regulatory approvals, and have satisfied certain other closing conditions.
Q:
What are the conditions to complete the merger?
A:
The obligations of Old National and First Midwest to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition, the receipt of certain tax opinions, approval by Old National shareholders of the Old National merger proposal and approval by First Midwest stockholders of the First Midwest merger proposal. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 118.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, holders of First Midwest common stock will not receive any consideration for their shares of First Midwest common stock in connection with the merger. Instead First Midwest will remain an independent public company, First Midwest common stock and First Midwest depositary shares will continue to be listed and traded on NASDAQ, and Old National will not complete the issuance of shares of new Old National preferred stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $97 million will be payable by either Old National or First Midwest, as applicable. See “The Merger Agreement—Termination Fee” beginning on page 120 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.
Q:
What happens if I sell my shares after the applicable record date but before my company’s special meeting?
A:
Each of the Old National and First Midwest record date is earlier than the date of the Old National special meeting and the First Midwest special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Old National common stock or First Midwest common stock, as applicable, after the applicable record date but before the date of the applicable special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to the First Midwest common stock, you will not have the right to receive the merger consideration to be received by First Midwest stockholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of First Midwest common stock through the completion of the merger.
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Q:
Should I send in my stock certificates now?
A:
No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent designated by Old National and mutually acceptable to First Midwest (the “exchange agent”) will send you instructions for exchanging First Midwest stock certificates for the consideration to be received in the merger. See “The Merger Agreement—Exchange of Shares” beginning on page 106.
Q:
What should I do if I receive more than one set of voting materials for the same special meeting?
A:
If you are a beneficial owner and hold shares of Old National common stock or First Midwest common stock in “street name” and also are a record holder and hold shares directly in your name or otherwise or if you hold shares of Old National common stock or First Midwest common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting.
Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Old National common stock or First Midwest common stock are voted.
Beneficial Owners. For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.
Q:
Who can help answer my questions?
A:
Old National shareholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact Old National’s proxy solicitor, Georgeson LLC.
First Midwest stockholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact First Midwest’s proxy solicitor, Georgeson LLC.
Q:
Where can I find more information about Old National and First Midwest?
A:
You can find more information about Old National and First Midwest from the various sources described under “Where You Can Find More Information” beginning on page 166.
Q:
What is householding and how does it affect me?
A:
The SEC permits companies to send a single set of proxy materials to any household at which two (2) or more shareholders or stockholders reside, unless contrary instructions have been received, but only if the applicable shareholders provide advance notice and follow certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Old National common stock and First Midwest common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding Old National common stock or First Midwest common stock, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this joint proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this joint proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.
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SUMMARY
This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about Old National and First Midwest into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 166 of this joint proxy statement/prospectus.
Information About the Companies (page 53)
Old National
Old National is an Indiana corporation incorporated in 1982 and is a financial holding company. Through its wholly owned banking subsidiary, Old National Bank, Old National provides a wide range of services, including commercial and consumer loan and depository services, private banking, brokerage, trust, investment advisory, and other traditional banking services.
Old National’s principal subsidiary, Old National Bank, was founded in 1834 and is the oldest company in Evansville, Indiana. In 1982, Old National was formed and in 2001, it became a financial holding company. Old National is currently the largest financial holding company headquartered in the state of Indiana with consolidated assets of $23.7 billion as of June 30, 2021. Old National Bank operates 162 banking centers located primarily in Indiana, Kentucky, Michigan, Minnesota and Wisconsin. Each of the banking centers of Old National Bank provides a group of similar community banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts, cash management, brokerage, trust, and investment advisory services. The individual banking centers located throughout Old National’s Midwest footprint have similar operating and economic characteristics.
Old National’s common stock is traded on NASDAQ under the symbol “ONB.” The principal executive offices of Old National are located at One Main Street, Evansville, Indiana 47708, and its telephone number is (800) 731-2265.
First Midwest
First Midwest is a Delaware corporation incorporated in 1982 and headquartered in Chicago, Illinois and is registered under the Bank Holding Company Act of 1956, as amended. First Midwest maintains a philosophy that focuses on helping its customers achieve financial success through its longstanding commitment to delivering highly-personalized service. First Midwest has grown and expanded its market footprint by opening new locations, growing existing locations, enhancing its internet and mobile capabilities, and acquiring financial institutions, branches, and non-banking organizations.
First Midwest’s principal subsidiary, First Midwest Bank, is an Illinois state-chartered bank that, through its predecessors, has provided banking services for over 80 years. First Midwest Bank provides a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust, and private banking products and services through 108 banking locations in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, eastern Iowa, and other markets in the Midwest.
First Midwest’s common stock is traded on NASDAQ under the symbol “FMBI”; the depositary shares representing a 1/40th interest in a share of First Midwest’s series A preferred stock are traded on NASDAQ under the symbol “FMBIP” and the depositary shares representing a 1/40th interest in a share of First Midwest’s series C preferred stock are traded on NASDAQ under the symbol “FMBIO.” The principal executive offices of First Midwest are located at 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois 60631, and its telephone number is (708) 831-7483.
Recent Developments (page 53)
On July 20, 2021, Old National announced its unaudited preliminary financial results for the quarter ended June 30, 2021. On July 20, 2021, First Midwest announced its unaudited preliminary financial results for the quarter ended June 30, 2021. For more information, see “Information About the Companies – Recent Developments” beginning on page 53.
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The Merger and the Merger Agreement (pages 56 and 104)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.
Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Old National and First Midwest will merge, with Old National as the surviving entity. The merger agreement further provides that following the merger, the bank merger will occur in which First Midwest Bank and Old National Bank will merge, with Old National Bank as the surviving bank. Following the merger, First Midwest common stock and First Midwest depositary shares will be delisted from NASDAQ, deregistered under the Exchange Act and will cease to be publicly traded.
Merger Consideration (page 105)
Each share of First Midwest common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Old National or First Midwest, will be converted into the right to receive 1.1336 shares of Old National common stock. First Midwest stockholders who would otherwise be entitled to a fraction of a share of Old National common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Old National closing share value.
Old National common stock is listed on NASDAQ under the symbol “ONB,” and First Midwest common stock is listed on NASDAQ under the symbol “FMBI.” The following table shows the closing sale prices of Old National common stock and First Midwest common stock as reported on NASDAQ, on May 28, 2021, the last trading day before the public announcement of the merger agreement, and on July 22, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of First Midwest common stock, which was calculated by multiplying the closing price of Old National common stock on those dates by the exchange ratio of 1.1336.
 
Old National
Common
Stock
First Midwest
Common
Stock
Implied Value
of One Share
of First Midwest
Common Stock
May 28, 2021
$19.05
$20.93
$21.60
July 22, 2021
$15.92
$17.59
$18.05
For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 56 and “The Merger Agreement—Merger Consideration” beginning on page 105.
Treatment of First Midwest Preferred Stock and First Midwest Depositary Shares (page 103)
In the merger, each share of First Midwest preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new Old National preferred stock. Likewise, following the completion of the merger, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest preferred stock will become an Old National depositary share and will represent a 1/40th interest in a share of the applicable series of new Old National preferred stock. For more information, see the sections entitled “Description of New Old National Preferred Stock” beginning on page 137 and “Description of New Old National Depositary Shares” beginning on page 147.
Treatment of First Midwest Equity Awards (page 105)
The merger agreement provides that, at the effective time, each award in respect of a First Midwest restricted stock under the First Midwest stock plans that is outstanding, unvested and unsettled immediately prior to the effective time, other than any First Midwest performance shares (discussed below), will be assumed and converted into a number of Old National restricted stock relating to a number of shares of Old National common stock equal to the number of First Midwest restricted stock multiplied by the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective
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time, each such Old National restricted stock will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest restricted stock immediately prior to the effective time.
The merger agreement also provides that, at the effective time, each First Midwest restricted stock unit that is outstanding, unvested and unsettled immediately prior to the effective time, other than any First Midwest performance shares (discussed below), will be assumed and converted into a number of Old National restricted stock units equal to the number of First Midwest restricted stock units multiplied by the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective time, each such Old National restricted stock unit will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest restricted stock unit immediately prior to the effective time.
The merger agreement also provides that, at the effective time, each First Midwest performance share under the First Midwest stock plans that is outstanding, unvested and unsettled immediately prior to the effective time, will be assumed and converted into a time-based Old National restricted stock unit. The number of shares of Old National common stock subject to each such Old National restricted stock unit will be equal to the product of (i) the number of shares of First Midwest common stock subject to such First Midwest performance share immediately prior to the effective time based on the higher of target performance and actual performance through the latest practicable date prior to the effective time as reasonably determined by the First Midwest Compensation Committee consistent with past practice and in consultation with Old National, multiplied by (ii) the exchange ratio (rounded up to the nearest whole number). Except as specifically provided in the merger agreement, at and following the effective time, each such Old National restricted stock unit will continue to be governed by the same terms and conditions (including service-based vesting terms but excluding performance conditions, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest performance share immediately prior to the effective time.
At the effective time, except as specifically provided in the merger agreement, each First Midwest deemed stock investment that is unsettled immediately prior to the effective time will be assumed and converted into an Old National deemed stock investment. The number of shares of Old National common stock subject to each such Old National deemed stock investment will be equal to the product (rounded up to the nearest whole number) of (i) the number of shares of First Midwest common stock subject to such First Midwest deemed stock award immediately prior to the effective time, multiplied by (ii) the exchange ratio. Except as specifically provided in the merger agreement, at and following the effective time, each such Old National deemed stock investment will continue to be governed by the same terms and conditions (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement) as were applicable to the applicable First Midwest deemed stock investment immediately prior to the effective time.
For more information see “The Merger Agreement—Treatment of First Midwest Equity Awards” beginning on page 105.
Material U.S. Federal Income Tax Consequences of the Merger (page 122)
The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and it is a condition to the respective obligations of Old National and First Midwest to complete the merger that each of Old National and First Midwest receives a legal opinion to that effect. Accordingly, assuming the receipt and accuracy of these opinions, a holder who receives solely shares of Old National common stock (or receives Old National common stock and cash solely in lieu of a fractional share) or new Old National preferred stock, as applicable, in exchange for shares of First Midwest common stock or First Midwest preferred stock, as applicable, in the merger generally will not recognize any gain or loss upon the merger, except with respect to the cash received in lieu of a fractional share of Old National common stock.
For more detailed information, please refer to “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 122.
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The United States federal income tax consequences described above may not apply to all holders of First Midwest common stock or First Midwest preferred stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.
Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors (page 64)
After careful consideration, the Old National board of directors, at a special meeting held on May 29, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the Old National articles amendment, are in the best interests of Old National and its shareholders, (ii) declared the merger agreement and the Old National articles amendment advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the Old National articles amendment. Accordingly, the Old National board of directors unanimously recommends that Old National shareholders vote “FOR” the approval of the Old National merger proposal and “FOR” the other proposals presented at the Old National special meeting. For a more detailed discussion of the Old National board of directors’ recommendation, see “The Merger—Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors” beginning on page 64.
Opinion of Old National’s Financial Advisor (page 67)
In connection with the merger, Old National’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated May 29, 2021, to the Old National board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Old National of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document. The opinion was for the information of, and was directed to, the Old National board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Old National to engage in the merger or enter into the merger agreement or constitute a recommendation to the Old National board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Old National common stock or any shareholder or stockholder of any other entity as to how to vote or act in connection with the merger or any other matter.
For more information, see “The Merger—Opinion of Old National’s Financial Advisor” beginning on page 67 and Annex C to this joint proxy statement/prospectus.
First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors (page 76)
After careful consideration, the First Midwest board, at a special meeting held on May 30, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of First Midwest and its stockholders, (ii) declared the merger agreement advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the First Midwest board unanimously recommends that the holders of First Midwest common stock vote “FOR” the First Midwest merger proposal and “FOR” the other proposals presented at the First Midwest special meeting. For a more detailed discussion of the First Midwest board of directors’ recommendation, see “The Merger—First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors” beginning on page 76.
Opinion of First Midwest’s Financial Advisor (page 80)
Pursuant to an engagement letter, First Midwest retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with the proposed merger.
At the meeting of the First Midwest board of directors on May 30, 2021, J.P. Morgan rendered its oral opinion, subsequently confirmed in J.P. Morgan’s written opinion dated as of May 30, 2021, to the First Midwest board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of First Midwest common stock.
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The full text of the written opinion of J.P. Morgan, dated as of May 30, 2021, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of First Midwest common stock are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the First Midwest board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the exchange ratio in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the merger to the holders of First Midwest preferred stock or any other holders of any class of securities, creditors or other constituencies of First Midwest or as to the underlying decision by First Midwest to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of First Midwest as to how such stockholder should vote with respect to the proposed merger or any other matter.
For more information, see “The Merger—Opinion of First Midwest’s Financial Advisor” beginning on page 80 and Annex D to this joint proxy statement/prospectus.
Interests of Certain Old National Directors and Executive Officers in the Merger (page 91)
In considering the recommendation of Old National’s board of directors with respect to the merger, Old National’s shareholders should be aware that the directors and executive officers of Old National have certain interests in the merger that may be different from, or in addition to, the interests of Old National’s shareholders generally. These interests include, among others, the following:
each of Messrs. Ryan and Sandgren entered into letter agreements with Old National, in each case amending their employment agreements with Old National, waiving any right to claim that the merger constitutes a change in control under their respective employment agreements, and pursuant to which Messrs. Ryan and Sandgren will be granted integration awards in the form of performance shares that will vest upon the combined company achieving certain estimated cost savings from the merger;
in connection with the merger, Old National and First Midwest may establish a cash retention program and grant integration awards to promote retention and to incentivize efforts to consummate the transactions contemplated by the merger agreement and effectuate integration and conversion. Old National’s executive officers may be eligible to receive such integration awards;
in connection with the merger, Old National may enter into agreements with the executive officers of Old National, other than Messrs. Ryan and Sandgren, regarding their continued employment with or termination of employment from Old National or one (1) or more of its affiliates following the effective time and the compensation and benefits that they would be eligible to receive with respect to such service or termination;
in connection with the merger, Old National is permitted to take action to provide that the performance goals applicable to Old National performance equity awards in respect of the portion of the performance year elapsed prior to the effective time will be deemed satisfied at the greater of the target and actual level of performance through the latest practicable date prior to the effective time, or to adjust performance goals to take into account the effect of the merger; and
at the effective time, certain Old National directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company. See “The Merger—Interests of Certain Old National Directors and Executive Officers in the Merger—Membership on the Board of Directors” beginning on page 93.
Old National’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Old National’s shareholders vote to approve the merger proposal. For more information, see “The Merger—Background of the Merger” beginning on page 56 and “The Merger—Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors” beginning on page 64. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of Certain Old National Directors and Executive Officers in the Merger” beginning on page 91.
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Interests of Certain First Midwest Directors and Executive Officers in the Merger (page 93)
In considering the recommendation of First Midwest’s board of directors with respect to the merger, First Midwest’s stockholders should be aware that the directors and executive officers of First Midwest have certain interests in the merger that may be different from, or in addition to, the interests of First Midwest’s stockholders generally. These interests include, among others, the following:
First Midwest’s equity awards will be converted into equity awards of Old National based on the exchange ratio (with any applicable performance goals deemed satisfied at the greater of the target and actual level of performance through the effective time). Each hypothetical First Midwest common stock investment credited under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan or the First Midwest Bancorp, Inc. Nonqualified Retirement Plan that is unsettled immediately prior to the effective time will be assumed and converted into a hypothetical Old National common stock deemed investment. Following the effective time, each converted First Midwest equity award will continue to be governed by the same terms and conditions as were applicable to such awards immediately prior to the effective time (including service-based vesting terms, but not performance conditions, after giving effect to any “change in control” post-termination protections under the applicable First Midwest stock plan or award agreement). See “The Merger Agreement—Treatment of First Midwest’s Equity Awards” beginning on page 105;
each First Midwest executive officer is party to an employment agreement with First Midwest that provides that if such executive officer’s employment is terminated by First Midwest without cause or due to disability, or if the executive officer terminates his or her employment for good reason, after a change in control (for some executives, within two (2) years following a change in control) such executive officer will be entitled to cash severance benefits and, in certain instances, medical benefits coverage at First Midwest’s expense, although the letter agreements between First Midwest and each of Messrs. Scudder and Sander amend their respective legacy First Midwest agreements;
each of Messrs. Scudder and Sander has entered into a letter agreement with First Midwest, in each case amending their respective legacy employment agreements with First Midwest discussed in the preceding paragraph to set forth the terms of the executive’s post-closing service with Old National, including with respect to retention awards, revised restrictive covenant obligations in exchange for certain compensation and benefits after the effective time and certain severance benefits and rights to equity acceleration;
in connection with the merger, Old National and First Midwest may establish a cash retention program and grant integration awards to promote retention and to incentivize efforts to consummate the transactions contemplated by the merger agreement and effectuate integration and conversion. First Midwest’s executive officers (including First Midwest’s named executive officers) may be eligible to receive such integration awards;
pursuant to the terms of the merger agreement, First Midwest’s directors and executive officers are entitled to continued indemnification and insurance coverage. See “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger—Indemnification; and Directors’ and Officers’ Insurance” beginning on page 97; and
at the effective time, certain First Midwest directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company. See “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger—Membership of the Board of Directors of Old National and Old National Bank” beginning on page 97.
First Midwest’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that First Midwest’s stockholders vote to approve the merger proposal. For more information, see “The Merger—Background of the Merger” beginning on page 56 and “The Merger—First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors” beginning on page 76. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger” beginning on page 93.
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Governance of the Combined Company After the Merger (page 99)
Boards of Directors and Committees of the Combined Company and the Combined Bank
The merger agreement, or an amendment to Old National’s bylaws, which will be made in connection with the merger and will be effective for a period of three (3) years and which we refer to as the “Old National bylaw amendment,” provides for certain arrangements related to the boards of directors of Old National and Old National Bank after the merger that are described below. These arrangements can be amended or rescinded by the board of directors of Old National with a seventy-five percent (75%) vote of the entire board of directors of Old National. The Old National bylaw amendment is set forth in Exhibit B to the merger agreement, which is attached as Annex A.
At the effective time of the merger, the board of directors of Old National will be comprised of sixteen (16) directors, of which eight (8) will be former members of the board of directors of First Midwest designated by First Midwest (the “legacy First Midwest directors”), including Michael L. Scudder, and eight (8) will be former members of the board of directors of Old National designated by Old National (the “legacy Old National directors”), including James C. Ryan, III. In addition, Rebecca S. Skillman (or another independent member from the board of directors of Old National, designated by Old National) will serve as the lead independent director of the board of the directors of Old National. For a three (3)-year period after the effective time of the merger, if a legacy First Midwest director or a successor to a legacy First Midwest director leaves the board of directors the remaining legacy First Midwest directors may select the successor to such departing director. Similarly, for a three (3)-year period after the effective time of the merger, if a legacy Old National director or a successor to a legacy Old National director leaves the board of directors the remaining legacy Old National directors may select the successor to such departing director.
During the three (3) year period following the effective time of the merger and thereafter, the Old National board of directors will maintain the following standing committees: an Executive Committee, an Audit Committee, a Talent Development and Compensation Committee, a Corporate Governance and Nominating Committee, an Enterprise Risk Committee, and a Culture, Community and Social Responsibility Committee. During such three (3) year period, the Old National board of directors may, by resolution (which will require the affirmative vote of at least seventy-five percent (75%) of the Old National board of directors), establish any committees not expressly contemplated by the Old National bylaw amendment that is composed of directors as they may determine to be necessary or appropriate for the conduct of business of Old National and may prescribe the composition, duties and procedures of such committees.
During the three (3) year period following the effective time of the merger, each committee of the Old National board of directors will (i) have at least four (4) members, (ii) have an even number of members and (iii) be composed of fifty percent (50%) legacy Old National directors and fifty percent (50%) legacy First Midwest directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under NASDAQ rules (or rules of the primary stock exchange on which Old National common stock is then listed).
During the three (3) year period following the effective time of the merger, the Chair of the Executive Committee will be the Chairman of the Old National board of directors and the Chair of the Corporate Governance and Nominating Committee will be the lead independent director. The Chair positions of all other standing committees specifically identified above will be held so that fifty percent (50%) are held by legacy First Midwest directors and fifty percent (50%) are held by legacy Old National directors.
At the effective time of the merger, the members of the board of directors of Old National Bank will exclusively include persons who are then officers of Old National Bank and members of the management operating committee of Old National Bank, and the Old National Bank Board of Directors shall exercise the scope of its authority and operate in a manner substantially consistent with that so exercised and operated prior to May 30, 2021.
Management of the Combined Company after the Merger
The merger agreement and, in some cases, the Old National bylaw amendment provide that upon completion of the merger, (i) Michael L. Scudder will serve as Executive Chairman of the board of directors of Old National for a term of two (2) years and thereafter will serve as a consultant for a term of one (1) year, (ii) James C. Ryan, III will serve as the Chief Executive Officer and as a member of the board of directors of Old National,
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and Mr. Ryan will also serve as the Chief Executive Officer and as Chairman of the board of directors of Old National Bank and will automatically succeed Michael L. Scudder as Chairman of the Board of Old National following Mr. Scudder’s two (2) year term, (iii) Mark G. Sander will serve as the President and Chief Operating Officer of Old National and Old National Bank and as a member of the board of directors of Old National Bank, and (iv) James A. Sandgren will serve as the Chief Executive Officer, Commercial Banking of Old National and Old National Bank and as a member of the board of directors of Old National Bank. In the case of Messrs. Scudder and Ryan, their removal from the positions described above or any change in any of their employment arrangements will, under the Old National bylaw amendment, require a seventy-five percent (75%) vote of the entire Old National board of directors. In addition, Old National and First Midwest have announced certain additional members of the resulting Old National executive management team as follows, all of whom are current executive officers of either Old National or First Midwest as set forth below:
Brendon B. Falconer, Chief Financial Officer (Old National)
Kendra L. Vanzo, Chief Administrative Officer (Old National)
Kevin P. Geoghegan, Chief Credit Officer (First Midwest)
Thomas M. Prame, Community Banking CEO (First Midwest)
Chady M. AlAhmar, Wealth Management CEO (Old National)
Name and Headquarters (page 100)
The merger agreement and the Old National bylaw amendment each provide that the name of the surviving corporation and surviving bank will be Old National Bancorp and Old National Bank, respectively; that the headquarters of Old National and the main office of Old National Bank will be located in Evansville, Indiana; and that the Commercial Banking and Consumer Banking operations of Old National Bank will be headquartered in Chicago, Illinois.
Regulatory Approvals (page 101)
Subject to the terms of the merger agreement, Old National and First Midwest have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. These approvals include, among others, the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) for the merger and the approval of the Office of the Comptroller of Currency (the “OCC”) for the bank merger. The initial submission of these regulatory applications occurred on June 18, 2021. In addition, certain notice filings will need to be provided to bank regulatory agencies in the States of Illinois and Iowa.
Although neither Old National nor First Midwest knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Old National and First Midwest cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.
Expected Timing of the Merger
Neither Old National nor First Midwest can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. First Midwest must first obtain the approval of First Midwest stockholders for the First Midwest merger proposal, and Old National must first obtain the approval of Old National shareholders for the Old National merger proposal. Old National and First Midwest must also obtain necessary regulatory approvals and satisfy certain other closing conditions. Old National and First Midwest expect the merger to be completed promptly once Old National and First Midwest have obtained their respective shareholders’ and stockholders’ approvals noted above, have obtained necessary regulatory approvals, and have satisfied the other closing conditions.
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Conditions to Complete the Merger (page 118)
As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:
the requisite Old National vote and the requisite First Midwest vote having been obtained. See “The Merger Agreement—Meetings; Recommendation of Old National’s and First Midwest’s Boards of Directors” beginning on page 116 for additional information regarding the “requisite Old National vote” and the “requisite First Midwest vote”;
the authorization for listing on NASDAQ, subject to official notice of issuance, of the Old National common stock and new Old National preferred stock to be issued in the merger;
all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition. See “The Merger—Regulatory Approvals” beginning on page 101 for additional information regarding the “requisite regulatory approvals” and the “materially burdensome regulatory condition”;
the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, and the absence of any stop order (or proceedings for such purpose initiated or threatened and not withdrawn);
no order, injunction or decree by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement;
the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect);
the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect);
receipt by each party of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and
the execution and delivery of the bank merger agreement.
Termination of the Merger Agreement (page 119)
The merger agreement can be terminated at any time prior to completion of the merger, whether before or after the receipt of the requisite First Midwest vote or the requisite Old National vote, in the following circumstances:
by mutual written consent of Old National and First Midwest;
by either Old National or First Midwest if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;
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by either Old National or First Midwest if the merger has not been completed on or before May 30, 2022 (the “termination date”), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;
by either Old National or First Midwest (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of First Midwest, in the case of a termination by Old National, or on the part of Old National, in the case of a termination by First Midwest, which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within forty-five (45) days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);
by First Midwest, if (i) Old National or the Old National board of directors has made a recommendation change or (ii) Old National or the Old National board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the Old National board of directors’ recommendation, see “The Merger Agreement—Meetings; Recommendation of Old National’s and First Midwest’s Boards of Directors” beginning on page 116 for additional information regarding the “recommendation change”; or
by Old National, if (i) First Midwest or the First Midwest board of directors has made a recommendation change or (ii) First Midwest or the First Midwest board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to stockholder approval and the First Midwest board recommendation, see “The Merger Agreement—Meetings; Recommendation of Old National’s and First Midwest’s Boards of Directors” beginning on page 116 for additional information regarding the “recommendation change.”
Neither Old National nor First Midwest is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Old National common stock or First Midwest common stock.
Termination Fee (page 120)
If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of Old National’s or First Midwest’s respective boards, Old National or First Midwest may be required to pay a termination fee to the other equal to $97 million.
Accounting Treatment (page 101)
The merger will be accounted for as an acquisition of First Midwest by Old National under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).
The Rights of First Midwest Stockholders Will Change as a Result of the Merger (page 150)
The rights of First Midwest stockholders are governed by Delaware law and the First Midwest certificate of incorporation and the First Midwest bylaws. In the merger, First Midwest stockholders will become Old National shareholders, and their rights will be governed by Indiana law and the Old National articles of incorporation, as amended by the Old National articles amendment, if approved, and the Old National bylaws. First Midwest stockholders will have different rights once they become Old National shareholders due to differences between the First Midwest governing documents and Delaware law, on the one hand, and the Old National governing documents and Indiana law, on the other hand. These differences are described in more detail under the section entitled “Comparison of the Rights of Old National Shareholders and First Midwest Stockholders” beginning on page 150.
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Listing of Old National Common Stock and New Old National Depositary Shares; Delisting and Deregistration of First Midwest Common Stock and First Midwest Depositary Shares (page 25)
The shares of Old National common stock and new Old National depositary shares to be issued in the merger will be listed for trading on NASDAQ. Following the merger, shares of Old National common stock will continue to be traded on NASDAQ. In addition, following the merger, First Midwest common stock and First Midwest depositary shares will be delisted from NASDAQ and deregistered under the Exchange Act.
The Old National Special Meeting (page 38)
The Old National special meeting will be held virtually via the internet on September 15, 2021 at 2:00 p.m., Central Time. At the Old National special meeting, Old National shareholders will be asked to vote on the following matters:
the Old National merger proposal;
the Old National articles amendment proposal; and
the Old National adjournment proposal.
You may vote at the Old National special meeting if you owned shares of Old National common stock at the close of business on July 21, 2021. As of July 21, 2021, there were 165,720,179 shares of Old National common stock outstanding, of which less than one percent (1%) were owned and entitled to be voted by Old National directors and executive officers and their affiliates. We currently expect that Old National’s directors and executive officers will vote their shares in favor of the Old National merger proposal, although none of them has entered into any agreements obligating them to do so.
The Old National merger proposal will be approved if a majority of the outstanding shares of Old National common stock is voted in favor of such proposal. If an Old National shareholder present at the Old National special meeting abstains from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If an Old National shareholder is not present at the Old National special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable, it will have the same effect as a vote cast “AGAINST” such proposal.
The Old National articles amendment proposal and the Old National adjournment proposal will be approved if a majority of the shares of Old National common stock having voting power present virtually or represented by proxy at the Old National special meeting are voted in favor of such proposals. If an Old National shareholder present at the Old National special meeting abstains from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If an Old National shareholder is not present at the Old National special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.
The First Midwest Special Meeting (page 46)
The First Midwest special meeting will be held at 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631 on September 15, 2021 at 10:00 a.m., Central Time. At the First Midwest special meeting, First Midwest stockholders will be asked to vote on the following matters:
the First Midwest merger proposal;
the First Midwest compensation proposal; and
the First Midwest adjournment proposal.
You may vote at the First Midwest special meeting if you owned shares of First Midwest common stock at the close of business on July 21, 2021. As of July 21, 2021, there were 114,312,759 shares of First Midwest common stock outstanding, of which less than one percent (1%) were owned and entitled to be voted by First Midwest directors and executive officers and their affiliates. We currently expect that First Midwest’s directors and executive officers will vote their shares in favor of the First Midwest merger proposal, although none of them has entered into any agreements obligating them to do so.
The First Midwest merger proposal will be approved if a majority of the outstanding shares of First Midwest common stock are voted in favor of such proposal. If a First Midwest stockholder present at the First Midwest
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special meeting abstains from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If a First Midwest stockholder is not present at the First Midwest special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote cast “AGAINST” such proposal.
The First Midwest compensation proposal and the First Midwest adjournment proposal will be approved if a majority of the shares of First Midwest common stock in attendance at the First Midwest special meeting or represented by proxy at the First Midwest special meeting are voted in favor of such proposals. If a First Midwest stockholder present at the First Midwest special meeting abstains from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If a First Midwest stockholder is not present at the First Midwest special meeting and does not respond by proxy or does not provide his, her or its bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the outcome of such proposal.
Appraisal or Dissenters’ Rights in the Merger (page 103)
Old National shareholders are not entitled to dissenters’ rights under the IBCL and First Midwest stockholders are not entitled to appraisal rights under the DGCL. For more information, see “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 103.
Risk Factors (page 29)
In evaluating the merger agreement, the merger or the issuance of shares of Old National common stock and new Old National preferred stock, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 29.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to First Midwest’s and Old National’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about First Midwest’s and Old National’s businesses, beliefs of First Midwest’s and Old National’s management and assumptions made by First Midwest’s and Old National’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict, change over time, and many of which are beyond the control of Old National and First Midwest. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
Future Factors include, among others:
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
the outcome of any legal proceedings that may be instituted against Old National or First Midwest;
the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction);
the ability of Old National and First Midwest to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction;
the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction;
the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two (2) companies or as a result of the strength of the economy and competitive factors in the areas where Old National and First Midwest do business;
certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions;
the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and opportunities;
the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate First Midwest’s operations and those of Old National;
such integration may be more difficult, time consuming or costly than expected;
revenues following the proposed transaction may be lower than expected;
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First Midwest’s and Old National’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing;
the dilution caused by Old National’s issuance of additional shares of its capital stock in connection with the proposed transaction;
effects of the announcement, pendency or completion of the proposed transaction on the ability of Old National and First Midwest to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally;
risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Old National and First Midwest; and
uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on Old National, First Midwest and the proposed transaction.
These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which Old National, First Midwest, or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.
For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Old National and First Midwest claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither Old National nor First Midwest undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.
For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Old National and First Midwest have filed with the SEC as described under “Where You Can Find More Information” beginning on page 166.
Old National and First Midwest expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.
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RISK FACTORS
In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27, Old National shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Old National merger proposal, and First Midwest stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the First Midwest merger proposal.
Risks Relating to the Consummation of the Merger and Old National Following the Merger
Because the market price of Old National common stock may fluctuate, First Midwest stockholders cannot be certain of the market value of the merger consideration they will receive.
In the merger, each share of First Midwest common stock issued and outstanding immediately prior to the effective time (except for shares held in trust accounts, managed accounts, mutual funds and the like, and certain shares owned by Old National or First Midwest), will be converted into 1.1336 shares of Old National common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Old National common stock or First Midwest common stock. Changes in the price of Old National common stock between now and the time of the merger will affect the value that First Midwest stockholders will receive in the merger. Neither Old National nor First Midwest is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Old National common stock or First Midwest common stock.
Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Old National’s and First Midwest’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Old National, First Midwest and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations and tax laws, many of which are beyond Old National’s and First Midwest’s control. Therefore, at the time of the Old National virtual special meeting and the First Midwest special meeting, Old National shareholders and First Midwest stockholders will not know the market value of the consideration that First Midwest stockholders will receive at the effective time. You should obtain current market quotations for shares of Old National common stock (NASDAQ: ONB) and for shares of First Midwest common stock (NASDAQ: FMBI).
The market price of Old National common stock after the merger may be affected by factors different from those currently affecting the shares of Old National common stock or First Midwest common stock.
In the merger, First Midwest stockholders will become Old National shareholders. Old National’s business differs from that of First Midwest and certain adjustments may be made to Old National’s business as a result of this merger of equals. Accordingly, the results of operations of the combined company and the market price of Old National common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Old National and First Midwest. For a discussion of the businesses of Old National and First Midwest and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 166.
The opinion delivered by KBW to Old National’s board of directors and the opinion delivered by J.P. Morgan to First Midwest’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.
The opinion from KBW, Old National’s financial advisor, to Old National’s board of directors, was delivered on and dated May 29, 2021, and the opinion from J.P. Morgan, First Midwest’s financial advisor, to First Midwest’s board of directors was delivered on and dated May 30, 2021. Changes in the operations and prospects of Old National or First Midwest, general market and economic conditions and other factors which may be beyond the control of Old National and First Midwest, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of Old National and First Midwest, may have altered the value of Old National or First Midwest or the prices of shares of Old National common stock and shares of First Midwest common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.
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Old National and First Midwest are expected to incur substantial costs related to the merger and integration.
Old National and First Midwest have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Old National or First Midwest regardless of whether or not the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 121.
Old National and First Midwest have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the combined company will incur integration costs following the completion of the merger as Old National and First Midwest integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Old National and First Midwest may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Old National and First Midwest have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. Anticipated future merger and integration-related pre-tax costs are currently estimated to be approximately $181 million.
Combining Old National and First Midwest may be more difficult, costly or time-consuming than expected, and Old National and First Midwest may fail to realize the anticipated benefits of the merger.
This is a merger of equals transaction combining two (2) financial institutions of similar asset size. The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Old National and First Midwest. To realize the anticipated benefits and cost savings from the merger, Old National and First Midwest must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If Old National and First Midwest are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.
An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.
Old National and First Midwest have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two (2) companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Old National and First Midwest during this transition period and for an undetermined period after completion of the merger on the combined company.
Furthermore, the board of directors and executive leadership of the combined company will consist of former directors and executive officers from each of Old National and First Midwest. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.
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The COVID-19 pandemic may delay and adversely affect the completion of the merger.
The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of Old National and First Midwest. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and the financial results of Old National or First Midwest, or the business operations of Old National or First Midwest are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of Old National and First Midwest may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and regulators may impose additional requirements on Old National or First Midwest that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.
The COVID-19 pandemic’s impact on the combined company’s business and operations following the completion of the merger is uncertain.
The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of the combined company following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the combined company’s business, and there is no guarantee that efforts by the combined company to address the adverse impacts of the COVID-19 pandemic will be effective.
Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.
The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.
Following the merger, the size of the business of the combined company will increase beyond the current size of either Old National’s or First Midwest’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.
The combined company may be unable to retain Old National and/or First Midwest personnel successfully after the merger is completed.
The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Old National and First Midwest. It is possible that these employees may decide not to remain with Old National or First Midwest, as applicable, while the merger is pending or with the combined company after the merger is consummated. If Old National and First Midwest are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Old National and First Midwest could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. Old National and First Midwest also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of the Combined Company After the Merger” beginning on page 99.
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Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board and the OCC and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 101. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.
In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither Old National nor First Midwest, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger. See “The Merger—Regulatory Approvals” beginning on page 101.
The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of the combined company after the merger may differ materially.
The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the First Midwest identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of First Midwest as of the date of the completion of the merger. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma combined consolidated financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 125.
Certain of Old National’s and First Midwest’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of Old National shareholders and First Midwest stockholders.
Old National’s shareholders and First Midwest stockholders should be aware that some of Old National’s and First Midwest’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Old National shareholders and First Midwest stockholders. These
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interests and arrangements may create potential conflicts of interest. The Old National and First Midwest boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that the Old National shareholders and First Midwest stockholders vote to approve and adopt the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain Old National Directors and Executive Officers in the Merger” beginning on page 91 and “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger” beginning on page 93.
The merger agreement may be terminated in accordance with its terms and the merger may not be completed.
The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by First Midwest stockholders of the First Midwest merger proposal and the approval by Old National shareholders of the Old National merger proposal; (ii) authorization for listing on NASDAQ of the shares of Old National common stock and new Old National preferred stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of required regulatory approvals, including the approval of the Federal Reserve Board and the OCC; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement, (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (d) the execution and delivery of the bank merger agreement.
These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite shareholder and stockholder approvals, or Old National or First Midwest may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 119.
Failure to complete the merger could negatively impact Old National or First Midwest.
If the merger is not completed for any reason, including as a result of Old National shareholders failing to approve the Old National merger proposal or First Midwest stockholders failing to approve the First Midwest merger proposal, there may be various adverse consequences and Old National and/or First Midwest may experience negative reactions from the financial markets and from their respective customers and employees. For example, Old National’s or First Midwest’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of Old National common stock or First Midwest common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. Old National and/or First Midwest also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against Old National or First Midwest to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either Old National or First Midwest may be required to pay a termination fee of $97 million to the other party.
Additionally, each of Old National and First Midwest has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, Old National and First Midwest would have to pay these expenses without realizing the expected benefits of the merger.
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In connection with the merger, Old National will assume First Midwest’s outstanding debt obligations and preferred stock, and the combined company’s level of indebtedness following the completion of the merger could adversely affect the combined company’s ability to raise additional capital and to meet its obligations under its existing indebtedness.
In connection with the merger, Old National will assume First Midwest’s outstanding indebtedness and First Midwest’s obligations related to its outstanding preferred stock. Old National’s existing debt, together with any future incurrence of additional indebtedness, and the assumption of First Midwest’s outstanding preferred stock, could have important consequences for the combined company’s creditors and the combined company’s shareholders. For example, it could:
limit the combined company’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
restrict the combined company from making strategic acquisitions or cause the combined company to make non-strategic divestitures;
restrict the combined company from paying dividends to its shareholders;
increase the combined company’s vulnerability to general economic and industry conditions; and
require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the combined company’s indebtedness and dividends on the preferred stock, thereby reducing the combined company’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities.
Following completion of the merger, holders of Old National common stock will be subject to the prior dividend and liquidation rights of the holders of the new Old National preferred stock that Old National will issue upon completion of the merger. Holders of First Midwest depositary shares (and related shares of First Midwest preferred stock), which will be converted into new Old National depositary shares (and related shares of new Old National preferred stock), as well as holders of shares of new Old National preferred stock that Old National may issue in the future, would receive, upon the combined company’s voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to Old National common stock, their liquidation preferences as well as any accrued and unpaid distributions. These payments would reduce the remaining amount of the combined company’s assets, if any, available to holders of its common stock. As of the date of this joint proxy statement/prospectus, Old National does not have any shares of preferred stock outstanding.
Old National and First Midwest will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Old National and First Midwest. These uncertainties may impair Old National’s or First Midwest’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Old National or First Midwest to seek to change existing business relationships with Old National or First Midwest. In addition, subject to certain exceptions, Old National and First Midwest have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Old National and/or First Midwest from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 109 for a description of the restrictive covenants applicable to Old National and First Midwest.
The announcement of the proposed merger could disrupt Old National’s and First Midwest’s relationships with their customers, suppliers, business partners and others, as well as their operating results and business generally.
Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on Old National’s and First Midwest’s business include the following:
their employees may experience uncertainty about their future roles, which might adversely affect Old National’s and First Midwest’s ability to retain and hire key personnel and other employees;
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customers, suppliers, business partners and other parties with which Old National and First Midwest maintain business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Old National and First Midwest or fail to extend existing relationships with Old National and First Midwest; and
Old National and First Midwest have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed merger.
If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.
The merger agreement limits Old National’s and First Midwest’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Old National or First Midwest.
The merger agreement contains “no shop” covenants that restrict each of Old National’s and First Midwest’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $97 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Old National or First Midwest from considering or proposing that acquisition. For more information, see “The Merger Agreement—Meetings; Recommendation of First Midwest’s and Old National's Boards of Directors” and “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” beginning on pages 116 and 117 respectively.
The shares of Old National common stock to be received by First Midwest stockholders as a result of the merger will have different rights from the shares of First Midwest common stock.
In the merger, First Midwest stockholders will become Old National shareholders and their rights as Old National shareholders will be governed by Indiana law and the governing documents of the combined company following the merger. The rights associated with Old National common stock are different from the rights associated with First Midwest common stock. See “Comparison of the Rights of Holders of Old National Common Stock and Holders of First Midwest Common Stock” beginning on page 150 for a discussion of the different rights associated with Old National common stock.
General market conditions and unpredictable factors, including conditions and factors different from those affecting First Midwest preferred stock currently, could adversely affect market prices for shares of new Old National preferred stock shares once new Old National preferred stock is issued.
There can be no assurance about the market prices for new Old National preferred stock that will be issued upon completion of the merger. Several factors, many of which are beyond the control of Old National, could influence the market prices of new Old National preferred stock, including:
whether the combined company declares or fails to declare dividends on new Old National preferred stock from time to time;
real or anticipated changes in the credit ratings assigned to new Old National preferred stock or other Old National securities;
the combined company’s creditworthiness;
interest rates;
developments in the securities, credit and housing markets, and developments with respect to financial institutions generally;
the market for similar securities; and
economic, corporate, securities market, geopolitical, public health (including the ongoing effects of the COVID-19 pandemic), regulatory or judicial events that affect the combined company, the banking industry or the financial markets generally.
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Shares of new Old National preferred stock will be equity interests and will not constitute indebtedness. As such, new Old National preferred stock will rank junior to all indebtedness of, and other non-equity claims on, the combined company with respect to assets available to satisfy claims. The market prices for new Old National preferred stock following the merger may be affected by factors different from those currently affecting the First Midwest preferred stock.
Holders of Old National and First Midwest common stock will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.
Old National shareholders and First Midwest stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Old National and First Midwest, respectively. When the merger is completed, each Old National shareholder and each First Midwest stockholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either Old National or First Midwest individually, as applicable, prior to the consummation of the merger. Based on the number of shares of Old National and First Midwest common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of Old National common stock expected to be issued in the merger, the former First Midwest stockholders, as a group, are estimated to own approximately forty-four percent (44%) of the fully diluted shares of the combined company immediately after the merger and current Old National shareholders as a group are estimated to own approximately fifty-six percent (56%) of the fully diluted shares of the combined company immediately after the merger. Because of this, First Midwest stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of First Midwest, and Old National shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Old National.
Issuance of shares of Old National common stock in connection with the merger may adversely affect the market price of Old National common stock.
In connection with the payment of the merger consideration, Old National expects to issue approximately 130,362,065 shares of Old National common stock to First Midwest stockholders. The issuance of these new shares of Old National common stock may result in fluctuations in the market price of Old National common stock, including a stock price decrease.
Old National shareholders and First Midwest stockholders will not have dissenters’ rights or appraisal rights in the merger.
Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders or stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.
Under Chapter 44 of the IBCL, a shareholder is generally entitled to dissent from, and obtain payment of the fair value of their shares in connection with, certain mergers which require shareholder approval and which the shareholder is entitled to vote on; certain share exchanges which the shareholder is entitled to vote on; certain sales or exchanges of all, or substantially all, of the corporation’s property which the shareholder is entitled to vote on; approval of a control share acquisition; election to become a benefit corporation; and other corporate actions taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that shareholders are entitled to dissent. However, under the IBCL, dissenters’ rights are not available to holders of shares listed on a national securities exchange, such as the New York Stock Exchange, NASDAQ, or a similar exchange. Accordingly, since the shares of Old National common stock are traded on NASDAQ, no dissenters’ rights are available to Old National shareholders.
Under Section 262 of the DGCL, holders of First Midwest common stock, First Midwest depositary shares and First Midwest preferred stock will not be entitled to appraisal rights in connection with the merger if, on the record date of the First Midwest special meeting, shares of First Midwest’s common stock and First Midwest depositary shares each representing a 1/40th interest in a share of First Midwest preferred stock are listed on a national securities exchange or held of record by more than two thousand (2,000) stockholders, and holders of First Midwest common stock and First Midwest depositary shares (and the related First Midwest preferred stock)
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are not required to accept as consideration for their shares anything other than the shares of another corporation which at the effective date of the merger are either listed on a national securities exchange or held of record by more than two thousand (2,000) stockholders, cash paid in lieu of fractional shares or any combination of the foregoing. First Midwest common stock and First Midwest depositary shares are currently listed on NASDAQ, a national securities exchange, and are expected to continue to be so listed on the record date for the First Midwest special meeting. In addition, holders of First Midwest common stock will receive shares of Old National common stock as consideration in the merger, which shares are currently listed on NASDAQ, and are expected to continue to be so listed at the effective time. Holders of First Midwest depositary shares will receive new Old National depositary shares as consideration in the merger, which are expected to be listed on NASDAQ. Accordingly, the holders of First Midwest common stock, First Midwest depositary shares and First Midwest preferred stock are not entitled to any appraisal rights in connection with the merger.
Shareholder or stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Old National and First Midwest.
Shareholders of Old National and/or stockholders of First Midwest may file lawsuits against Old National, First Midwest and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Old National or First Midwest defendants from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Old National and/or First Midwest, including any cost associated with the indemnification of directors and officers of each company. Old National and First Midwest may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Old National and First Midwest and could prevent or delay the completion of the merger.
Risks Relating to Old National’s Business
You should read and consider risk factors specific to Old National’s business (including those related to the COVID-19 pandemic) that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Old National’s Annual Report on Form 10-K for the year ended December 31, 2020, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Old National’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 166 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.
Risks Relating to First Midwest’s Business
You should read and consider risk factors specific to First Midwest’s business (including those related to the COVID-19 pandemic) that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of First Midwest’s Annual Report on Form 10-K for the year ended December 31, 2020, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of First Midwest’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 166 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.
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THE OLD NATIONAL SPECIAL MEETING
This section contains information for Old National shareholders about the special meeting that Old National has called to allow Old National shareholders to consider and vote on the Old National merger proposal, the Old National articles amendment proposal and the Old National adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Old National special meeting, and a form of proxy card that the Old National board of directors is soliciting for use by Old National shareholders at the special meeting and at any adjournments or postponements of the special meeting.
Date, Time and Place of the Meeting
The Old National special meeting will be held virtually via the internet on September 15, 2021 at 2:00 p.m., Central Time. Due to the continuing public health impact of the COVID-19 pandemic and to support the well-being of our shareholders and employees, the Old National special meeting will be held in a virtual-only meeting format conducted via webcast. Shareholders may participate in the virtual meeting by accessing www.virtualshareholdermeeting.com/ONB2021SM.
Matters to Be Considered
At the Old National special meeting, Old National shareholders will be asked to consider and vote upon the following proposals:
the Old National merger proposal;
the Old National articles amendment proposal; and
the Old National adjournment proposal.
Recommendation of Old National’s Board of Directors
The Old National board of directors recommends that you vote “FOR” the Old National merger proposal, “FOR” the Old National articles amendment proposal and “FOR” the Old National adjournment proposal. See “The Merger—Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors” beginning on page 64 for a more detailed discussion of the Old National board of directors’ recommendation.
Record Date and Quorum
The Old National board of directors has fixed the close of business on July 21, 2021 as the record date for the determination of holders of Old National common stock entitled to notice of and to vote at the Old National special meeting. As of the Old National record date, there were 165,720,179 shares of Old National common stock outstanding.
Holders of a majority of the outstanding shares of Old National common stock entitled to vote at the Old National special meeting must be present, either in attendance virtually via the Old National special meeting website or by proxy, to constitute a quorum at the Old National special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the Old National special meeting via the Old National special meeting website, your shares of Old National common stock will not be counted towards a quorum. Abstentions are considered present for purpose of establishing a quorum.
At the Old National special meeting, each share of Old National common stock is entitled to one (1) vote on all matters properly submitted to Old National shareholders.
As of the close of business on the Old National record date, Old National directors and executive officers and their affiliates owned and were entitled to vote approximately 1,238,601 shares of Old National common stock, representing less than one percent (1%) of the outstanding shares of Old National common stock. We currently expect that Old National’s directors and executive officers will vote their shares in favor of the Old National merger proposal, the Old National articles amendment proposal and the Old National adjournment proposal, although none of them has entered into any agreements obligating them to do so.
Broker Non-Votes
A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails
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to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Old National special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Old National special meeting. If your bank, broker, trustee or other nominee holds your shares of Old National common stock in “street name,” such entity will vote your shares of Old National common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.
Vote Required; Treatment of Abstentions and Failure to Vote
Old National merger proposal:
Vote required: Approval of the Old National merger proposal requires the affirmative vote of a majority of the outstanding shares of Old National common stock. Approval of the Old National merger proposal is a condition to the completion of the merger.
Effect of abstentions and failure to vote: If you are present at the Old National special meeting and abstain from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the Old National special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have the same effect as a vote cast “AGAINST” such proposal.
Old National articles amendment proposal:
Vote required: Approval of the Old National articles amendment proposal requires the affirmative vote of a majority of the shares of Old National common stock having voting power present in person or represented by proxy at the Old National special meeting.
Effect of abstentions and failure to vote: If you are present at the Old National special meeting and abstain from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the Old National special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.
Old National adjournment proposal:
Vote required: Whether or not a quorum will be present at the meeting, approval of the Old National adjournment proposal requires the affirmative vote of a majority of the shares of Old National common stock having voting power present in person or represented by proxy at the Old National special meeting. Approval of the Old National adjournment proposal is not a condition to the completion of the merger.
Effect of abstentions and failure to vote: If you are present at the Old National special meeting and abstain from voting, or responds by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the Old National special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the outcome of such proposal.
Attending the Virtual Special Meeting
The Old National special meeting may be accessed via the Old National special meeting website, where Old National shareholders will be able to listen to the Old National special meeting, submit questions and vote online. You are entitled to attend the Old National special meeting via the Old National special meeting website only if you were a shareholder of record at the close of business on the record date (a “record holder”) or you held your Old National shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the Old National special meeting.
If you are a record holder, you will be able to attend the Old National special meeting online, ask questions at and vote during the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and following the
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instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Old National special meeting online, ask questions at and vote during the meeting by visiting www.virtualshareholdermeeting.com/ONB2021SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. Please review this information prior to the Old National special meeting to ensure you have access.
See “—Shares Held in Street Name” below for further information.
Shareholders will have substantially the same opportunities to participate in the virtual Old National special meeting as they would have at a physical, in-person meeting. Shareholders as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform. To ensure the Old National special meeting is conducted in a manner that is fair to all shareholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the Old National special meeting’s limited purpose.
Technical assistance will be available for shareholders who experience an issue accessing the Old National special meeting. Contact information for technical support will appear on the Old National special meeting website prior to the start of the Old National special meeting.
Proxies
A holder of Old National common stock may vote by proxy or at the Old National special meeting via the Old National special meeting website. If you hold your shares of Old National common stock in your name as a record holder, to submit a proxy, you, as a holder of Old National common stock, may use one of the following methods:
by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;
through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or
by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.
Old National requests that Old National shareholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to Old National as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Old National common stock represented by it will be voted at the Old National special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Old National merger proposal, “FOR” the Old National articles amendment proposal and “FOR” the Old National adjournment proposal.
If you are a beneficial owner, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the internet.
Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Old National special meeting virtually via the Old National special meeting website. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally via the Old National special meeting website at the meeting because you may revoke your proxy at any time before it is voted.
Shares Held in Street Name
If your shares are held in “street name” through a broker, bank, trustee or other nominee, you must instruct the broker, bank, trustee or other nominee on how to vote your shares. Your broker, bank, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your broker, bank, trustee or other nominee.
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Further, brokers, banks, trustees or other nominees who hold shares of Old National common stock on behalf of their customers may not give a proxy to Old National to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Old National special meeting, including the Old National merger proposal, the Old National articles amendment proposal and the Old National adjournment proposal.
Revocability of Proxies
If you directly hold shares of Old National common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:
submitting a written statement that you would like to revoke your proxy to the corporate secretary of Old National;
signing and returning a proxy card that is dated and received on a later date;
attending the Old National special meeting virtually and voting at the Old National special meeting via the Old National special meeting website; or
voting by telephone or the internet at a later time.
If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:
contacting your bank, broker, trustee or other nominee; or
attending the special meeting virtually and voting your shares via the special meeting website if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee for further instructions.
Attendance virtually at the Old National special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Old National after the vote will not affect the vote. Old National’s corporate secretary’s mailing address is: Old National Bancorp, P.O. Box 718, Evansville, IN 47705-0718. If the Old National virtual special meeting is postponed or adjourned, it will not affect the ability of Old National shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.
Delivery of Proxy Materials
As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to Old National shareholders residing at the same address, unless such Old National shareholders have notified Old National of their desire to receive multiple copies of the joint proxy statement/prospectus.
Old National will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Old National shareholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Old National’s proxy solicitor, Georgeson LLC, by calling toll-free at (877) 278-4775.
Solicitation of Proxies
Old National and First Midwest will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Old National has retained Georgeson LLC, and will pay a fee of $13,000, plus reasonable expenses for these services. Old National and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Old National common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Old National. No additional compensation will be paid to our directors, officers or employees for solicitation.
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Other Matters to Come Before the Old National Special Meeting
Old National management knows of no other business to be presented at the Old National special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Old National board of directors’ recommendations.
Assistance
If you need assistance in completing your proxy card, have questions regarding Old National’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact the Corporate Secretary, Old National Bancorp, One Main Street, P.O. Box 718, Evansville, IN 47705, telephone (800) 731-2265, or Old National’s proxy solicitor, Georgeson LLC, by calling toll-free at (877) 278-4775.
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OLD NATIONAL PROPOSALS
PROPOSAL 1: OLD NATIONAL MERGER PROPOSAL
Pursuant to the merger agreement, Old National is asking Old National shareholders to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger. Old National shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
After careful consideration, the Old National board of directors, by a unanimous vote, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Old National and Old National shareholders. See “The Merger—Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors” beginning on page 64 for a more detailed discussion of the Old National board of directors’ recommendation.
The approval of the Old National merger proposal by Old National shareholders is a condition to the completion of the merger.
The Old National board of directors unanimously recommends a vote “FOR” the Old National merger proposal.
PROPOSAL 2: OLD NATIONAL ARTICLES AMENDMENT PROPOSAL
Pursuant to the merger agreement, Old National is asking the Old National shareholders to approve an amendment to the Old National articles of incorporation to effect an increase in the number of authorized shares of Old National common stock from 300,000,000 to 600,000,000, to be effective only upon the completion of the merger. The approval of the Old National articles amendment proposal is not a condition to the completion of the merger but will only be implemented if the merger is completed. A copy of the proposed articles of amendment to the Old National articles of incorporation is attached to this joint proxy statement/prospectus as Annex B. Old National shareholders should read the Old National articles amendment in its entirety.
Purpose and Effect of the Articles Amendment
The Old National board of directors is recommending the proposed Old National articles amendment to increase the number of authorized shares of Old National common stock to give Old National the ability and flexibility to issue shares of Old National common stock after the merger for future corporate needs without the expense and delay associated with a special shareholders’ meeting, except where shareholder approval is required by applicable law, or as set forth below for any defensive or anti-takeover purpose. The Old National board of directors believes that additional authorized shares of Old National common stock would give Old National the necessary ability and flexibility to issue shares for various corporate purposes, including, but not limited to, capital-raising or financing transactions, potential strategic transactions, including mergers, acquisitions, and other business combinations; grants and awards under equity compensation plans; stock splits and dividends; and other general corporate purpose transactions.
As a general matter, Old National would be able to issue the additional authorized shares of Old National common stock in its discretion from time to time, subject to and as limited by, rules or listing requirements of NASDAQ or any other then applicable securities exchange, and without further action or approval of Old National’s shareholders. The discretion of the Old National board of directors, however, would be subject to any other applicable rules and regulations in the case of any particular issuance or reservation for issuance that might require Old National’s shareholders to approve such transaction. Old National currently has 302,000,000 shares of authorized capital stock consisting of 300,000,000 shares of Old National common stock with no par value. As of June 25, 2021, there were 165,732,716 shares of the 300,000,000 authorized shares of Old National common stock issued and outstanding and 893,614 shares of Old National common stock reserved for issuance in connection with various stock-based equity incentive plans. After giving effect to the merger, it is expected that Old National will have approximately 295,338,799 shares of Old National common stock issued and outstanding and approximately 2,272,719 shares of Old National common stock reserved for issuance in connection with various stock-based equity awards (assuming performance goals applicable to First Midwest performance awards are satisfied at the maximum level), leaving it with 2,388,482 authorized shares of Old National common stock
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available for future issuance. By approving the Old National articles amendment, shareholders are voting to increase our authorized capital stock effective upon the completion of the merger by an additional 300,000,000 shares of Old National common stock, for total authorized capital stock of 602,000,000 shares. The Old National board of directors does not intend to issue any additional shares as result of the Old National articles amendment except on terms that it considers to be in the best interests of Old National and its shareholders.
As of the date of this joint proxy statement/prospectus, Old National has no immediate plans, proposals, understandings, agreements or commitments to issue the additional shares of Old National common stock that Old National is seeking through the articles amendment for funding, acquisitions or any other purpose. However, Old National reviews and evaluates potential capital raising activities, strategic transactions and other corporate actions on an ongoing basis to determine if such actions would be in the best interest of Old National and the best interest of its shareholders.
Impact of the Articles Amendment on Old National Common Stock
The additional shares of Old National common stock for which authorization is sought would be a part of the existing class of Old National common stock. If and when issued, these shares would have the same rights and privileges as the shares of Old National common stock presently outstanding. No holder of Old National common stock has any preemptive rights to acquire additional shares of Old National common stock.
The terms of the additional shares of Old National common stock will be identical to those of the currently outstanding shares of Old National common stock. However, because holders of Old National common stock have no pre-emptive rights to purchase or subscribe for any unissued stock of Old National, the issuance of additional shares of Old National common stock will reduce the current shareholders’ percentage ownership interest in the total outstanding shares of Old National common stock. The Old National articles amendment and the creation of additional shares of authorized Old National common stock will not alter the current number of issued shares. The relative rights and limitations of the shares of Old National common stock will remain unchanged under the Old National articles amendment.
Old National shareholders should recognize that, as a result of this proposal, they may own a lesser percentage of shares with respect to the total authorized shares of Old National common stock, than they presently own, and will be diluted as a result of any issuance of Old National common stock by Old National in the future.
There are currently no specific plans, arrangements, commitments or understandings for the issuance of the additional shares of Old National common stock which are proposed to be authorized (except that Old National may issue additional shares of common stock in connection with the consummation of the merger).
Certain Risks Associated with the Articles Amendment
The issuance of additional shares of Old National common stock could reduce existing shareholders’ percentage ownership and voting power in Old National and, depending on the transaction in which they are issued, could affect the per share book value or other per share financial measures.
By approving the Old National articles amendment, shareholders are voting to increase its authorized capital stock by an additional 300,000,000 shares of Old National common stock, for total authorized capital stock of 602,000,000 shares. Because the Old National articles of incorporation do not confer to its shareholders pre-emptive rights with respect to Old National common stock or Old National preferred stock, when the Old National board of directors elects to issue additional shares of Old National common stock in the future, existing shareholders would not have a preferential right to purchase these shares and could suffer substantial dilution. Shareholders would suffer dilution in the book value of their shares if the additional capital stock is sold at prices lower than the price at which a shareholder purchased their shares of Old National common stock.
The proposed increase in the authorized number of shares of Old National common stock could have a number of effects on its shareholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The issuance of additional shares to certain persons allied with Old National management could have the effect of making it more difficult to remove Old National’s current management, including the current board of directors, by diluting the stock ownership or voting rights of persons seeking to cause such removal. The increase could also have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one (1) or more transactions that could make a change in control or takeover of Old National more difficult. For example, additional shares could be issued by Old
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National so as to dilute the stock ownership or voting rights of persons seeking to obtain control of Old National, even if the persons seeking to obtain control offer an above-market premium that is favored by a majority of the independent shareholders. In the event of a hostile attempt to take control of Old National, it may be possible for the Old National board of directors to impede that attempt by issuing shares of Old National common stock, which would dilute the voting power for the other outstanding shares and increase the potential cost to acquire control of Old National. The Old National articles amendment therefore may have the effect of discouraging unsolicited takeover attempts, potentially limiting the opportunities of Old National shareholders to dispose of their shares at a premium, which may be offered in takeover attempts or a merger proposal. Old National has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Old National is not aware of any attempt, or contemplated attempt, to acquire control of Old National, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.
No Dissenters’ Rights
No dissenters’ rights are available to any shareholder who dissents from the proposals to amend the articles of incorporation under the IBCL or under the current Old National articles of incorporation.
The approval of the Old National articles amendment proposal by Old National shareholders is not a condition to the completion of the merger. The Old National articles amendment will become effective immediately prior to the effective time of the merger, subject to the completion of the merger.
The Old National board of directors unanimously recommends a vote “FOR” the Old National articles amendment proposal.
PROPOSAL 3: OLD NATIONAL ADJOURNMENT PROPOSAL
The Old National special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Old National special meeting to approve the Old National merger proposal or the Old National articles amendment proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Old National shareholders. If, at the Old National special meeting, the number of shares of Old National common stock present or represented and voting in favor of Old National merger proposal or the Old National articles amendment proposal is insufficient to approve the Old National merger proposal or the Old National articles amendment proposal, Old National intends to move to adjourn the Old National special meeting in order to enable the Old National board of directors to solicit additional proxies for approval of the Old National merger proposal and the Old National articles amendment proposal. In that event, Old National will ask Old National shareholders to vote upon the Old National adjournment proposal, but not the Old National merger proposal or the Old National articles amendment proposal.
In this proposal, Old National is asking Old National shareholders to authorize the holder of any proxy solicited by the Old National board of directors, on a discretionary basis, if a quorum is not present, and (i) if there are not sufficient votes at the time of the Old National special meeting to approve the Old National merger proposal or the Old National articles amendment proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Old National shareholders, to vote in favor of adjourning the Old National special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Old National shareholders who have previously voted. Pursuant to the Old National bylaws, the Old National special meeting may be adjourned without new notice being given.
The approval of the Old National adjournment proposal by Old National shareholders is not a condition to the completion of the merger.
The Old National board of directors unanimously recommends a vote “FOR” the Old National adjournment proposal.
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THE FIRST MIDWEST SPECIAL MEETING
This section contains information for First Midwest stockholders about the special meeting that First Midwest has called to allow First Midwest stockholders to consider and vote on the First Midwest merger proposal, the First Midwest compensation proposal and the First Midwest adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the First Midwest special meeting and a form of proxy card that the First Midwest board of directors is soliciting for use by First Midwest stockholders at the special meeting and at any adjournments or postponements of the special meeting.
Date, Time and Place of the Meeting
The First Midwest special meeting will be held at 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631 on September 15, 2021 at 10:00 a.m., Central Time.
Matters to Be Considered
At the First Midwest special meeting, First Midwest stockholders will be asked to consider and vote upon the following proposals:
the First Midwest merger proposal;
the First Midwest compensation proposal; and
the First Midwest adjournment proposal.
Recommendation of First Midwest’s Board of Directors
The First Midwest board of directors recommends that you vote “FOR” the First Midwest merger proposal, “FOR” the First Midwest compensation proposal and “FOR” the First Midwest adjournment proposal. See “The Merger—First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors” beginning on page 76 for a more detailed discussion of the First Midwest board of directors’ recommendation.
Record Date and Quorum
The First Midwest board of directors has fixed the close of business on July 21, 2021 as the record date for the determination of First Midwest stockholders entitled to notice of and to vote at the First Midwest special meeting. As of the record date, there were 114,312,759 shares of First Midwest common stock outstanding and 2,384 stockholders of record.
Holders of a majority of the outstanding shares of First Midwest common stock entitled to vote at the First Midwest special meeting must be present, either in person or by proxy, to constitute a quorum at the First Midwest special meeting. If you fail to submit a proxy prior to the First Midwest special meeting, or to vote at the First Midwest special meeting, your shares of First Midwest common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum.
At the First Midwest special meeting, each share of First Midwest common stock is entitled to one (1) vote on all matters properly submitted to First Midwest stockholders.
As of the close of business on the First Midwest record date, First Midwest directors and executive officers and their affiliates owned and were entitled to vote approximately 1,109,000 shares of First Midwest common stock, representing less than one percent (1%) of the outstanding shares of First Midwest common stock. We currently expect that First Midwest’s directors and executive officers will vote their shares in favor of the First Midwest merger proposal, the First Midwest compensation proposal and the First Midwest adjournment proposal, although none of them has entered into any agreements obligating them to do so.
Broker Non-Votes
A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the First Midwest special
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meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the First Midwest special meeting. If your bank, broker, trustee or other nominee holds your shares of First Midwest common stock in “street name,” such entity will vote your shares of First Midwest common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.
Vote Required; Treatment of Abstentions and Failure to Vote
First Midwest merger proposal:
Vote required: Approval of the First Midwest merger proposal requires the affirmative vote of a majority of the outstanding shares of First Midwest common stock. Approval of the First Midwest merger proposal is a condition to the completion of the merger.
Effect of abstentions and failure to vote: If you are present at the First Midwest special meeting and abstain from voting, or respond by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the First Midwest special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote cast “AGAINST” such proposal.
First Midwest compensation proposal:
Vote required: Approval, on an advisory (non-binding) basis, of the First Midwest compensation proposal requires the affirmative vote of a majority of the shares of First Midwest common stock in attendance or represented by proxy at the First Midwest special meeting. Approval of the First Midwest compensation proposal is not a condition to the completion of the merger.
Effect of abstentions and failure to vote: If you are present at the First Midwest special meeting and abstain from voting, or respond by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the First Midwest special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the outcome of such proposal.
First Midwest adjournment proposal:
Vote required: Whether or not a quorum will be present at the meeting, approval of the First Midwest adjournment proposal requires the affirmative vote of a majority of the shares of First Midwest common stock present in attendance at the First Midwest special meeting or represented by proxy at the First Midwest special meeting. Approval of the First Midwest adjournment proposal is not a condition to the completion of the merger.
Effect of abstentions and failure to vote: If you are present at the First Midwest special meeting and abstain from voting, or respond by proxy with an “ABSTAIN”, it will have the same effect as a vote cast “AGAINST” such proposal. If you are not present at the First Midwest special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on the outcome of such proposal.
Holders of First Midwest preferred stock and holders of depositary shares representing interests in the shares of First Midwest preferred stock are not entitled to and are not requested to vote at the First Midwest special meeting.
Attending the Special Meeting
You are entitled to attend, ask questions at and vote at the First Midwest special meeting only if you were a stockholder of record at the close of business on the record date (a “record holder”) or you held your First Midwest shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the First Midwest special meeting. If you are a record holder, you must bring an acceptable form of identification, such as a valid driver's license, in order to attend the First Midwest special meeting in person. If you hold shares in “street name” and would like to attend the First Midwest special meeting, you also will need to bring an account statement and a legal proxy form from the broker, or other acceptable evidence of ownership of First Midwest common stock as of the close of business on the First Midwest record date.
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See “— Shares Held in Street Name” below for further information.
Stockholders as of the record date will be able to attend, vote, examine the stockholder list, and ask questions during a portion of the meeting.
Proxies
A holder of First Midwest shares may vote by proxy or at the First Midwest special meeting. If you hold your shares of First Midwest common stock in your name as a record holder, to submit a proxy, you, as a holder of First Midwest common stock, may use one (1) of the following methods:
by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;
through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or
by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.
First Midwest requests that First Midwest stockholders vote as soon as possible by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to First Midwest in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of First Midwest common stock represented by it will be voted at the First Midwest special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the First Midwest merger proposal, “FOR” the First Midwest compensation proposal and “FOR” the First Midwest adjournment proposal.
If you are a beneficial owner, you should check the voting form used by that firm to determine whether you may vote by telephone or the internet.
Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the First Midwest special meeting in person. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares in person at the First Midwest special meeting because you may subsequently revoke your proxy. See “— Revocability of Proxies” below for further information.
Shares Held in Street Name
If you do not attend the First Midwest special meeting and wish to vote, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.
Further, banks, brokers, trustees or other nominees who hold shares on behalf of their customers may not give a proxy to First Midwest to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the First Midwest special meeting, including the First Midwest merger proposal, the First Midwest compensation proposal and the First Midwest adjournment proposal.
Shares Held in First Midwest Benefit Plans
Employees who participate in the First Midwest Savings and Profit Sharing Plan, First Midwest Nonqualified Retirement Plan, First Midwest Stock Option Gain Deferral Plan and/or the First Midwest Dividend Reinvestment Plan, and have a First Midwest e-mail address, will receive an e-mail from Broadridge Financial Solutions, Inc. describing how to access this joint proxy statement/prospectus and proxy card and vote via the Internet or by telephone. One e-mail will be sent for all accounts registered in the same employee’s name. If the employee’s accounts are registered in different names, he or she will receive a separate e-mail for each account. This e-mail will be titled: FIRST MIDWEST BANCORP, INC. SPECIAL MEETING OF STOCKHOLDERS AND PROXY VOTE.
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The trustees under these plans are the stockholders of record of all shares of First Midwest common stock held in the plans, and the trustees will vote the shares held for the account of each employee in accordance with the instructions received from the employee. Employees should instruct the trustees how to vote their shares by using the instructions provided in the e-mail and vote via the Internet or by telephone. If the trustees do not receive voting instructions by the specified deadline, the trustees will vote the shares proportionally in the same manner as those shares for which instructions were received. Because the employees are not the record owners of the related shares, the employees may not vote these shares at the First Midwest special meeting. Individual voting instructions to the plan trustees will be kept confidential and will not be disclosed to any of First Midwest’s directors, officers or employees.
Revocability of Proxies
If you directly hold shares of First Midwest common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the First Midwest special meeting. You can do this by:
submitting a written statement that you would like to revoke your proxy to the Corporate Secretary of First Midwest, whose mailing address is 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois 60631;
signing and returning a proxy card that is dated and received on a later date;
attending the First Midwest special meeting and voting at the First Midwest special meeting; or
voting by telephone or the internet at a later time.
If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:
contacting your bank, broker, trustee or other nominee; or
attending the special meeting and voting your shares pursuant to the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee for further instructions.
Attendance at the First Midwest special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by First Midwest after the vote at the First Midwest special meeting will not affect the vote at the First Midwest special meeting. If the First Midwest special meeting is postponed or adjourned, it will not affect the ability of First Midwest stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.
Delivery of Proxy Materials
As permitted by applicable law, only one (1) copy of this joint proxy statement/prospectus is being delivered to First Midwest stockholders residing at the same address, unless such First Midwest stockholders have notified First Midwest of their desire to receive multiple copies of the joint proxy statement/prospectus.
First Midwest will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any holder of First Midwest common stock residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to First Midwest’s proxy solicitor, Georgeson LLC, by calling toll-free at (800) 509-1078.
Solicitation of Proxies
Old National and First Midwest will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, First Midwest has retained Georgeson LLC, for a fee of $12,000 plus reimbursement of certain costs and expenses incurred in connection with the solicitation. First Midwest and its proxy solicitor will also request banks, brokers, trustees and other intermediaries holding shares of First Midwest common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of First Midwest. No additional compensation will be paid to First Midwest’s directors, officers or employees for solicitation.
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You should not send in any First Midwest stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to First Midwest stockholders as soon as practicable after completion of the merger.
Other Matters to Come Before the First Midwest Special Meeting
First Midwest management knows of no other business to be presented at the First Midwest special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the First Midwest board of directors’ recommendations.
Assistance
If you need assistance in completing your proxy card, have questions regarding First Midwest’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact the Corporate Secretary of First Midwest at First Midwest Bancorp, Inc., 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois 60631, or First Midwest’s proxy solicitor, Georgeson LLC, by calling toll-free at (800) 509-1078.
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FIRST MIDWEST PROPOSALS
PROPOSAL 1: FIRST MIDWEST MERGER PROPOSAL
Pursuant to the merger agreement, First Midwest is asking First Midwest stockholders to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger. First Midwest stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
After careful consideration, the First Midwest board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of First Midwest and First Midwest stockholders. See “The Merger—First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors” beginning on page 76 for a more detailed discussion of the First Midwest board of directors’ recommendation.
The approval of the First Midwest merger proposal by First Midwest stockholders is a condition to the completion of the merger.
The First Midwest board of directors unanimously recommends a vote “FOR” the First Midwest merger proposal.
PROPOSAL 2: FIRST MIDWEST COMPENSATION PROPOSAL
Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, First Midwest is seeking a non-binding, advisory stockholder approval of the compensation of First Midwest’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Certain First Midwest Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to First Midwest’s Named Executive Officers in Connection with the Merger” beginning on page 97. The proposal gives First Midwest stockholders the opportunity to express their views on the merger-related compensation of First Midwest’s named executive officers.
Accordingly, First Midwest is asking First Midwest stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:
“RESOLVED, that the compensation that will or may be paid or become payable to the First Midwest named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of Certain First Midwest Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to First Midwest’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED.”
The advisory vote on the First Midwest compensation proposal is a vote separate and apart from the votes on the First Midwest merger proposal and the First Midwest adjournment proposal. Accordingly, if you are a holder of First Midwest common stock, you may vote to approve the First Midwest merger proposal and/or the First Midwest adjournment proposal and vote not to approve the First Midwest compensation proposal, and vice versa. The approval of the First Midwest compensation proposal by First Midwest stockholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to First Midwest’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if First Midwest stockholders fail to approve the advisory vote regarding merger-related compensation.
The First Midwest board of directors unanimously recommends a vote “FOR” the advisory First Midwest compensation proposal.
PROPOSAL 3: FIRST MIDWEST ADJOURNMENT PROPOSAL
The First Midwest special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the First Midwest special meeting to approve the First Midwest merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to First Midwest stockholders.
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If, at the First Midwest special meeting, the number of shares of First Midwest common stock present or represented and voting in favor of the First Midwest merger proposal is insufficient to approve the First Midwest merger proposal, First Midwest intends to move to adjourn the First Midwest special meeting in order to enable the First Midwest board of directors to solicit additional proxies for approval of the First Midwest merger proposal. In that event, First Midwest will ask First Midwest stockholders to vote upon the First Midwest adjournment proposal, but not the First Midwest merger proposal or the First Midwest compensation proposal.
In this proposal, First Midwest is asking First Midwest stockholders to authorize the holder of any proxy solicited by the First Midwest board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the First Midwest special meeting to approve the First Midwest merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to First Midwest stockholders, to vote in favor of adjourning the First Midwest special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from First Midwest stockholders who have previously voted. Pursuant to the First Midwest bylaws, if the adjournment is for more than thirty (30) days or if after the adjournment, a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.
The approval of the First Midwest adjournment proposal by First Midwest stockholders is not a condition to the completion of the merger.
The First Midwest board of directors unanimously recommends a vote “FOR” the First Midwest adjournment proposal.
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INFORMATION ABOUT THE COMPANIES
Old National
Old National is an Indiana corporation incorporated in 1982 and is a financial holding company. Through its wholly owned banking subsidiary, Old National Bank, Old National provides a wide range of services, including commercial and consumer loan and depository services, private banking, brokerage, trust, investment advisory, and other traditional banking services.
Old National’s principal subsidiary, Old National Bank, was founded in 1834 and is the oldest company in Evansville, Indiana. In 1982, Old National was formed and in 2001, it became a financial holding company. Old National is currently the largest financial holding company headquartered in the state of Indiana with consolidated assets of $23.7 billion as of June 30, 2021. Old National Bank operates 162 banking centers located primarily in Indiana, Kentucky, Michigan, Minnesota and Wisconsin. Each of the banking centers of Old National Bank provides a group of similar community banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts, cash management, brokerage, trust, and investment advisory services. The individual banking centers located throughout our Midwest footprint have similar operating and economic characteristics.
Old National’s common stock is traded on NASDAQ under the symbol “ONB.” The principal executive offices of Old National are located at One Main Street, Evansville, Indiana 47708, and its telephone number is (800) 731-2265.
First Midwest
First Midwest is a Delaware corporation incorporated in 1982 and headquartered in Chicago, Illinois. It is registered under the Bank Holding Company Act of 1956, as amended. First Midwest maintains a philosophy that focuses on helping its customers achieve financial success through its longstanding commitment to delivering highly-personalized service. First Midwest has grown and expanded its market footprint by opening new locations, growing existing locations, enhancing its internet and mobile capabilities, and acquiring financial institutions, branches, and non-banking organizations.
First Midwest’s principal subsidiary, First Midwest Bank, is an Illinois state-chartered bank that, through its predecessors, has provided banking services for over 80 years. First Midwest Bank provides a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust, and private banking products and services through 108 banking locations in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, eastern Iowa, and other markets in the Midwest.
First Midwest’s common stock is traded on NASDAQ under the symbol “FMBI”; First Midwest’s Series A preferred stock is traded on NASDAQ under the symbol “FMBIP” and First Midwest’s Series C preferred stock is traded on NASDAQ under the symbol “FMBIO.” The principal executive offices of First Midwest are located at 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois 60631, and its telephone number is (708) 831-7483.
Recent Developments
Old National 2021 Second Quarter Financial Results
On July 20, 2021, Old National announced its unaudited preliminary financial results for the quarter ended June 30, 2021. The preliminary financial data included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, Old National’s management. Crowe LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Crowe LLP does not express an opinion or any other form of assurance with respect thereto. Net income was $62.8 million, or $0.38 per diluted share during the second quarter of 2021, compared to net income of $51.7 million, or $0.32 per diluted share, in the second quarter of 2020 and $86.8 million, or $0.52 per diluted share, in the first quarter of 2021. Net interest income increased to $149.9 million in the second quarter of 2021 compared to $145.7 million in the second quarter of 2020 primarily due to higher average earning assets, lower costs of average interest-bearing liabilities, and higher interest and fees related to PPP loans. Net interest income increased in the second quarter of 2021 compared to the first quarter of 2021 primarily due to higher average loans and investment securities, partially offset by decreased loan and investment securities yields.
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Old National recorded a provision for credit losses recapture of $4.9 million in the second quarter of 2021, compared to provision for credit losses expense of $22.5 million in the second quarter of 2020 and a provision for credit losses recapture of $17.4 million in the first quarter of 2021. The forecast scenario in the second quarter of 2021 included improved unemployment, gross domestic product, and house price index. In addition to the quantitative inputs, several qualitative factors were considered. These factors include the risk that unemployment and gross domestic product prove to be more severe and/or prolonged than our baseline forecast, the consumption of the vaccine is less than anticipated, the presence of resistant strains of the virus, and the slow return to full employment. The mitigating impacts of the reopening of the economy, ongoing increased unemployment benefits, as well as the various government sponsored loan programs, were also considered. Net recoveries totaled $0.3 million during the second quarter of 2021, compared to net charge-offs of $0.5 million during the second quarter of 2020 and net recoveries of $5 thousand in the first quarter of 2021. Non-performing loans decreased as a percentage of total loans to 1.03% at June 30, 2021, compared to 1.04% at June 30, 2020 and 1.13% at March 31, 2021.
Noninterest income totaled $51.5 million in the second quarter of 2021, a decrease compared to $58.5 million in the second quarter of 2020 and $56.7 million in the first quarter of 2021 reflecting lower mortgage banking revenue. Noninterest expense totaled $129.6 million in the second quarter of 2021 and included $6.5 million in diligence, integration and merger charges related to the proposed First Midwest transaction, $0.4 million in ONB Way charges and $1.8 million in tax credit amortization. Noninterest expense totaled $120.1 million in the second quarter of 2020 and $117.7 million in the first quarter of 2021.
Old National had total assets of $23.7 billion at June 30, 2021, compared to $22.1 billion at June 30, 2020 and $23.7 billion at March 31, 2021. Total loans were $13.8 billion at June 30, 2021, compared to $13.6 billion at June 30, 2020 and $13.9 billion at March 31, 2021. Old National has had strong commercial loan production in the first half of 2021, which was partially offset by a decline in PPP loans as we worked with our clients on the SBA forgiveness process. Total deposits rose to $17.9 billion at June 30, 2021, compared to $16.3 billion at June 30, 2020 and $17.8 billion at March 31, 2021.
The foregoing is only a summary and is not intended to be a comprehensive statement of Old National’s unaudited preliminary financial results. Interim financial statements as of and for the period ended June 30, 2021 will be included in Old National’s Quarterly Report on Form 10-Q to be filed by Old National with the SEC.
First Midwest 2021 Second Quarter Financial Results
On July 20, 2021, First Midwest announced its unaudited preliminary financial results for the quarter ended June 30, 2021. The preliminary financial data included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, First Midwest’s management. Ernst & Young LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.
Net income applicable to common shares totaled $47 million, or $0.41 per diluted common share for the second quarter of 2021, compared to $41 million, or $0.36 per diluted common share, for the first quarter of 2021, and $18 million, or $0.16 per diluted common share for the second quarter of 2020. Diluted earnings per share equaled $0.41 for the second quarter of 2021, which is up 14% from the first quarter of 2021 and up 156% from the second quarter of 2020.
First Midwest generated total revenue of $191 million, up 2% from the linked quarter and 7% over the prior year. Net interest income totaled $144 million at a net margin of 2.96% compared to 3.03% and 3.13% last quarter and a year ago, respectively. Overall, average interest-earning assets improved 14% annualized and 5% from the same periods. Noninterest income improved to $46 million, up 1% and 40% from the first quarter of 2021 and second quarter of 2020, respectively, with record wealth management fees and increases across all categories compared to last year.
Total loans equaled $15 billion, up 7% annualized from March 31, 2021 and 4% from June 30, 2020, excluding the Paycheck Protection Program (“PPP”). Total loans includes loans originated under the PPP loan programs beginning in the second quarter of 2020, which totaled $705.9 million, $1.1 billion, and $1.2 billion as of June 30, 2021, March 31, 2021, and June 30, 2020, respectively.
Total average deposits were $17.0 billion for the second quarter of 2021, up 4.3% from the first quarter of 2021 and 10.9% from the second quarter of 2020. The increase in total average deposits compared to both prior
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periods was impacted by higher customer balances resulting from PPP funds and other government stimuli. In addition, the increase in total average deposits compared to the first quarter of 2021 was impacted by the normal seasonal increase in municipal deposits.
The allowance for credit losses was established at $223 million, or 1.56% of total loans, excluding PPP loans, compared to 1.73% at March 31, 2021 and 1.80% at June 30, 2020. First Midwest incurred net loan charge-offs of $16 million, compared to $8 million and $9 million in the first quarter of 2021 and second quarter of 2020, respectively, excluding purchased credit deteriorated loans, absorbing specific allowance for loan losses previously established. First Midwest reduced non-performing assets by 14%, performing loans classified as substandard and special mention by 4%, and loans past due 30-89 days by 32% from the first quarter of 2021.
The foregoing is only a summary and is not intended to be a comprehensive statement of First Midwest’s unaudited preliminary financial results. Interim financial statements as of and for the period ended June 30, 2021 will be included in First Midwest’s Quarterly Report on Form 10-Q to be filed by First Midwest with the SEC.
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THE MERGER
This section of the joint proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this document by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 166.
Terms of the Merger
Each of Old National’s and First Midwest’s respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Old National and First Midwest will merge, with Old National as the surviving corporation, which is referred to as the merger. Following the merger, Old National Bank and First Midwest Bank will merge, with Old National Bank as the surviving bank, which is referred to as the bank merger.
Each share of First Midwest common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Old National or First Midwest, will be converted into the right to receive 1.1336 shares of Old National common stock. First Midwest stockholders who would otherwise be entitled to a fraction of a share of Old National common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Old National closing share value.
In the merger, each share of First Midwest preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new Old National preferred stock. Likewise, following the completion of the merger, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest preferred stock will become an Old National depositary share and will represent a 1/40th interest in a share of the applicable series of the new Old National preferred stock. For a description of the terms of new Old National preferred stock and new Old National depositary shares, see the section entitled “Description of New Old National Preferred Stock” beginning on page 137 and the section entitled “Description of New Old National Depositary Shares” beginning on page 147.
Old National shareholders are being asked to approve the Old National merger proposal and First Midwest stockholders are being asked to approve the First Midwest merger proposal. See the section entitled “The Merger Agreement” beginning on page 104 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.
Background of the Merger
As part of their respective ongoing consideration and evaluation of their long-term prospects and strategies, each of Old National’s and First Midwest’s board of directors (which we refer to in this section as the “Old National board” and the “First Midwest board,” respectively) and Old National’s and First Midwest’s senior management regularly review their respective business strategies and objectives, including assessments of potentially available strategic growth and strategic combination opportunities, as part of their continuous efforts to enhance value for their respective shareholders and deliver the best possible services to their customers and communities. These reviews have focused on, among other things, prospects and developments in the financial services industry, the financial markets, the regulatory environment, the economy generally, and the implications of these prospects and developments for financial institutions generally and for Old National and First Midwest in particular. These reviews also include assessments of ongoing consolidation in the financial services industry and the benefits and risks to Old National and First Midwest, respectively, and their respective shareholders of pursuing strategic combinations and sale opportunities as compared to the benefits and risks of continued operation as a standalone company. As part of their respective strategies, from time to time, each of Old National and First Midwest has acquired other financial institutions and nonbank companies, as well as specific assets of other financial institutions, such as through branch acquisitions, to achieve their respective strategic goals.
In addition, each of the Old National board and the First Midwest board, as well as members of Old National’s and First Midwest’s senior management, regularly meet with representatives of various financial advisory firms
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experienced in the financial services industry to discuss, among other things, market conditions, industry trends, Old National’s and First Midwest’s respective performance and potential strategic combinations and sale opportunities. Moreover, from time to time, James C. Ryan, III, Chairman and Chief Executive Officer of Old National, and Michael L. Scudder, Chairman and Chief Executive Officer of First Midwest, have engaged in discussions with chief executive officers of other financial services companies, including with respect to potential strategic combinations and sale opportunities that may be available to enhance value for Old National and First Midwest, respectively, and their respective shareholders.
In this regard, prior to executing the merger agreement with First Midwest, Old National had discussions with other financial institutions regarding potential strategic transactions, but none of these discussions advanced beyond preliminary stages. Old National received assistance from Keefe, Bruyette & Woods, Inc. (“KBW”) and Squire Patton Boggs (US) LLP (“Squire Patton Boggs”) in connection with these preliminary discussions and Old National’s consideration of the financial, legal and regulatory implications of any potential business combination. Old National engaged KBW as its financial advisor and Squire Patton Boggs as its outside legal counsel, in connection with a potential transaction involving Old National and First Midwest.
Similarly, prior to executing the merger agreement with Old National, First Midwest had discussions with other financial institutions regarding potential strategic transactions, but none of these discussions advanced beyond preliminary stages. First Midwest engaged J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor and Sullivan & Cromwell LLP (“Sullivan & Cromwell”) as its outside legal counsel to assist First Midwest in connection with these preliminary discussions, its consideration of the financial, legal and regulatory implications of a possible business combination and a potential transaction involving First Midwest and Old National.
In the past, Old National and First Midwest have had certain business relationships, and certain senior executives of each company are familiar with one another. In addition, Mr. Ryan and Mr. Scudder have known each other for several years and have periodically discussed trends in the financial services industry and their respective companies generally. These discussions occurred during meetings at investor and banking industry conferences and in social settings. These prior discussions did not involve the possibility of a business combination between Old National and First Midwest.
On December 18, 2020, Mr. Ryan and Mr. Scudder spoke by telephone regarding the strategic vision and culture of their respective companies and agreed that they would meet in person in early January 2021 to further discuss their companies and strategic outlooks.
On January 7, 2021, Mr. Ryan and Mr. Scudder met in Evansville, Indiana. They discussed their companies, including their respective cultures, philosophies, business strategies, governance, operating models, objectives and strategic opportunities and challenges, and how the two companies might align. Mr. Ryan and Mr. Scudder each concluded that the potential alignment of Old National and First Midwest merited further discussion. No specific business combination proposal was made at this time.
At a regularly scheduled Old National board meeting on January 28, 2021, with members of Old National management in attendance, representatives of KBW provided an overview of the current mergers and acquisitions market in connection with Old National’s strategic planning. There was a discussion regarding financial and non-financial factors for Old National to consider as it evaluated potential transactions, including merger of equals transactions. Representatives of KBW reviewed potential strategic partnerships for Old National, including a potential transaction with First Midwest. The Old National board authorized Mr. Ryan to engage in discussions with certain potential strategic partners discussed in the meeting, including First Midwest.
On February 1, 2021 and again on February 10, 2021, Mr. Ryan and Mr. Scudder further discussed the potential alignment and compatibility of Old National and First Midwest and the possibility of pursuing a strategic business combination between the companies, including the potential benefits that could arise from such a combination. Mr. Ryan and Mr. Scudder agreed that certain other executives of Old National and First Midwest should meet in person to further discuss these matters.
At a regularly scheduled First Midwest board meeting on February 17, 2021, Mr. Scudder advised the board of his preliminary discussions with Mr. Ryan.
On March 2, 2021, Mr. Ryan, James A. Sandgren, President and Chief Operating Officer of Old National, and Brendon B. Falconer, Senior Executive Vice President and Chief Financial Officer of Old National, and Mr. Scudder, Mark G. Sander, President and Chief Operating Officer of First Midwest, and Patrick S. Barrett,
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Executive Vice President and Chief Financial Officer of First Midwest, met in suburban Chicago, Illinois and continued discussing the potential alignment and compatibility of Old National and First Midwest and the possibility of pursuing a strategic business combination between the two companies. At this meeting, the executives of Old National and First Midwest discussed their respective views of the future of the financial services industry, the competitive landscape and the favorable effects of additional scale. The executives expressed the view that Old National and First Midwest had complementary business models and cultures and that any business combination would be structured as a merger of equals and could present a compelling opportunity for the two companies and their shareholders. Upon conclusion of the meeting, Mr. Ryan and Mr. Scudder agreed to continue to explore the viability of a combination of Old National and First Midwest.
Following the March 2, 2021 meeting and through mid-April 2021, Mr. Ryan and Mr. Scudder had multiple additional conversations regarding potential governance terms for a possible merger of equals, including leadership and management structure, composition of the board of directors, corporate name, headquarters location and similar matters for a combined company. In addition, Mr. Ryan and Mr. Scudder discussed potential financial terms for a possible merger of equals, including a general framework for calculating the exchange ratio based on market values and an even division between Old National and First Midwest of the financial benefits, including anticipated cost savings and synergies, of a potential combination.
During this period, management of both companies also determined that confidentiality arrangements should be put in place. Accordingly, on March 15, 2021, Old National and First Midwest executed a mutual confidentiality and nondisclosure agreement.
On March 29, 2021, a special meeting of the Old National finance and corporate development committee was held to discuss a potential strategic business combination with First Midwest. Members of Old National management, Old National’s board, and representatives of KBW also attended the meeting. Mr. Ryan provided an update regarding recent meetings between Old National and First Midwest. The Old National finance and corporate development committee reviewed information regarding the potential strategic partner landscape and the likelihood of a transaction with each institution. Messrs. Ryan and Falconer and representatives of KBW provided an overview of First Midwest, including its business, financial position and market presence, based on publicly available information, and updated the committee on the status of preliminary discussions with First Midwest regarding governance and other matters. Old National management also discussed certain anticipated financial and strategic benefits of the potential transaction, including with respect to scale, synergies, talent, risk management and technology. There was a discussion of potential outcomes, including estimated cost savings, from a potential transaction with First Midwest. The committee reviewed an illustrative pro forma financial overview and contribution analysis for the balance sheet, earnings and market capitalization related to a potential strategic business combination transaction involving First Midwest and Old National. The Old National finance and corporate development committee discussed the key benefits and risks of engaging in a transaction with First Midwest. Following these discussions, the committee, along with the remaining members of Old National's board who were present at the meeting, supported continued discussions with representatives of First Midwest regarding the potential transaction.
On April 7, 2021, a special meeting of the First Midwest board was held to discuss a possible transaction with Old National. Members of First Midwest management and representatives of J.P. Morgan and Sullivan & Cromwell also attended the meeting. At the meeting, the First Midwest board considered and discussed the general landscape for financial services mergers and acquisitions, including the potential opportunities for First Midwest to engage in mergers and acquisitions activity that could enhance long-term value for First Midwest’s shareholders and other constituencies in light of the increasing need for scale and investments in technology in the financial services industry and the business and regulatory environment. J.P. Morgan provided the First Midwest board with an overview of recent consolidation transactions and mergers of equals transactions in the financial services industry.
The First Midwest board also reviewed and discussed a list of other potential counterparties that could engage in a merger of equals and others that could engage in a strategic business combination with, or otherwise acquire, First Midwest. With the assistance of management and J.P. Morgan, the First Midwest board also engaged in a detailed review and discussion of strategic alternatives, including remaining independent, continuing its existing strategy of acquiring other financial institutions and nonbank companies, engaging in a merger of equals or engaging in a strategic business combination. The First Midwest board discussed the key benefits and risks of each course of action.
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In addition, during this First Midwest board meeting on April 7, 2021, representatives of J.P. Morgan provided the First Midwest board with an overview of Old National’s business, financial position and geographic footprint, as well as an illustrative pro forma financial overview of a potential strategic business combination transaction involving First Midwest and Old National. Mr. Scudder and representatives of J.P. Morgan also provided an overview of a potential strategic combination with Old National indicating that, if the proposed strategic combination between First Midwest and Old National were to be structured as a merger of equals, such transaction would likely involve a low or no premium transaction with an exchange ratio to be fixed in the merger agreement and designed to evenly split the value of the anticipated cost savings and synergies of the potential merger of equals between Old National and First Midwest shareholders and stockholders, respectively. Members of First Midwest management, together with representatives of J.P. Morgan and Sullivan & Cromwell, also discussed with the board, and the board considered, the governance arrangements of recent mergers of equals in the financial services industry, including with respect to chairman of the board, chief executive officer and senior management positions and board composition, and the name and location of the combined company and bank. Following these discussions, the First Midwest board directed First Midwest management, with the assistance of J.P. Morgan and Sullivan & Cromwell, to continue to explore a potential merger of equals with Old National.
On April 12, 2021, Mr. Ryan and Mr. Sandgren met with Mr. Scudder and Mr. Sander in Chicago, Illinois to continue discussing a possible merger of equals between Old National and First Midwest. Shortly thereafter, Mr. Ryan and Mr. Scudder exchanged a preliminary discussion document outlining potential pricing for a proposed transaction and a governance framework that reflected their discussions and understanding of terms that may be acceptable to each party, including that the potential merger of equals would involve a low or no premium transaction, Mr. Scudder and Mr. Ryan would serve as Executive Chairman and Chief Executive Officer, respectively, of the surviving corporation, the board of the surviving corporation would be evenly split, the name of the surviving corporation and surviving bank would be Old National and Old National Bank, the headquarters and main office would be located in Evansville, Indiana and the headquarters of the Commercial Banking operations and the Consumer Banking operations would be located in Chicago, Illinois. This preliminary discussion document formed the basis of negotiations through the execution of the merger agreement. Following this meeting, Mr. Ryan and Mr. Scudder instructed their respective management teams to begin a detailed due diligence process.
On April 14, 2021, a regular meeting of the Old National finance and corporate development committee was held to discuss the proposed due diligence timeline for the potential business combination with First Midwest. Members of Old National management also attended the meeting. Old National management reviewed the schedule for due diligence meetings with First Midwest management teams. There was a discussion regarding First Midwest’s activities with respect to diversity, equity and inclusion. The committee also discussed the benefits and risks of the potential business combination with First Midwest. There was a discussion of the First Midwest markets, including the Chicago market, and Old National’s engagement of McKinsey & Company, an independent third party, to review the Chicago banking market.
Beginning on April 15, 2021 and continuing through the execution of the merger agreement, members of Old National’s and First Midwest’s management teams met to continue their mutual due diligence and discuss the potential integration of the companies’ businesses and management teams if a merger of equals were to proceed.
On April 21, 2021, certain independent members of the First Midwest board previously designated to serve as a transaction working group of the board to provide guidance and support to First Midwest management in connection with the pursuit and negotiation of a transaction with Old National (the “First Midwest transaction working group”) met along with members of First Midwest management and representatives of J.P. Morgan. At this meeting, the First Midwest transaction working group considered and discussed the proposed pricing and governance framework prepared by Mr. Ryan and Mr. Scudder, the timeline for a potential transaction and the status of due diligence for the transaction. The First Midwest transaction working group expressed its support for continuing to pursue the transaction.
On April 28, 2021, in Evansville, Indiana, Mr. Scudder and Mr. Sander attended a dinner with several members of Old National’s board and executive management. The next day, a regularly scheduled meeting of the Old National board took place at which members of Old National management and representatives of Squire Patton Boggs, McKinsey & Company and KBW were present. Mr. Scudder and Mr. Sander also attended a portion of this meeting and provided the Old National board with an overview of First Midwest and its business, and shared
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their perspectives on the potential transaction, including the companies’ complementary cultures and the potential synergies and benefits that could be realized for both parties and their respective shareholders. After Mr. Scudder and Mr. Sander left the meeting, representatives of McKinsey & Company provided a report regarding the Chicago banking market, including an economic and competitive review. At the meeting, Old National management provided an update on the status of the mutual due diligence process, including the results of the review conducted to date in the areas of credit, audit, compliance, risk management, information technology and other topics. Old National management reviewed the timeline for additional due diligence meetings. Representatives of Squire Patton Boggs reviewed with the directors their obligations with respect to insider trading and fiduciary duties, as they had previously done, and discussed with the directors the legal, regulatory and governance implications of a potential merger of equals transaction and the customary terms of a merger agreement among bank holding companies. There was also a discussion regarding the communication plan and confidentiality expectations in connection with the potential transaction. Following these discussions, and after further consideration and discussion of the potential advantages and risks to Old National and its shareholders of the potential transaction, the Old National board expressed its support for continued exploration of a potential merger of equals with First Midwest.
On May 3, 2021, members of Old National management and representatives of Squire Patton Boggs met with the chairperson of the Old National talent development and compensation committee. At this meeting, there was a discussion regarding strategies to minimize the talent risks associated with the potential business combination and how to properly incentivize and reward effective integration of the companies, system conversions, achievement of cost savings and retain executives critical to achieving the above-described objectives.
On May 4, 2021, in Chicago, Illinois, Mr. Ryan and Mr. Sandgren attended a dinner with certain members of First Midwest’s executive management and several First Midwest directors. On May 5, 2021, the First Midwest board held a special meeting to further consider a potential merger of equals between First Midwest and Old National. Members of First Midwest’s management and representatives of J.P. Morgan and Sullivan & Cromwell attended this meeting. Mr. Ryan and Mr. Sandgren attended a portion of the meeting and provided the First Midwest board with an overview of Old National and its business, and shared their perspectives on the potential merger of equals transaction, including the companies’ complementary cultures and the diversified franchise and benefits of scale that could be realized for both parties and their respective shareholders. Thereafter, following the departure of Mr. Ryan and Mr. Sandgren from the meeting, J.P. Morgan discussed certain financial aspects and Sullivan & Cromwell discussed the legal and regulatory implications of the potential transaction. Representatives of J.P. Morgan provided an update to the First Midwest board on the strategic landscape for financial services companies, including a discussion of recently announced financial services companies mergers of equals, and an overview of the transaction framework that had been discussed between First Midwest’s and Old National’s senior management.
J.P. Morgan also provided the First Midwest board with an overview of Old National’s business and financial position and reviewed certain illustrative pro forma financial information. The First Midwest board then considered and discussed with members of First Midwest management and a representative of Sullivan & Cromwell key terms of a potential merger of equals with Old National. Such key terms included structuring the transaction as an all-stock merger using a fixed exchange ratio designed to evenly split the value of the anticipated cost savings and synergies of the potential merger of equals transaction, having the composition of the board of the surviving corporation be evenly split between First Midwest and Old National, and determining prior to any transaction announcement the respective roles of Mr. Ryan, Mr. Scudder, Mr. Sander and Mr. Sandgren and of the potential compensation and retention arrangements relating to such roles. Following this discussion, the First Midwest board, First Midwest management and a representative of Sullivan & Cromwell discussed various governance and process terms in connection with the ongoing consideration of the potential merger of equals with Old National. It was determined that First Midwest management would update and consult with the First Midwest transaction working group on a periodic basis and that with respect to certain compensation, benefits and employment arrangements, including those for Mr. Scudder and Mr. Sander and other senior executives of First Midwest and senior executives of Old National, representatives of Sullivan & Cromwell and certain members of First Midwest management, other than Mr. Scudder and Mr. Sander, would consult with and update the lead independent director of the First Midwest board and the chair of the compensation committee of the First Midwest board. At the conclusion of the meeting, the First Midwest board authorized First Midwest senior management to continue to pursue and negotiate the terms of the potential merger of equals with Old National.
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Starting in early May, Old National and First Midwest, respectively, made available to each other in virtual data rooms various documents and other due diligence materials for mutual due diligence review.
On May 10, 2021, representatives of Sullivan & Cromwell sent to Squire Patton Boggs an initial draft of an amendment to the amended and restated bylaws of Old National (the “Old National bylaw amendment”) that would provide for various post-closing corporate governance arrangements and be attached as an exhibit to the merger agreement and adopted by Old National at the effective time of the merger. These arrangements included the roles of Mr. Scudder as Executive Chairman and Mr. Ryan as Chief Executive Officer, the composition of the board and designation of the lead independent director, the standing committees of the board and their composition, including chair positions, the name of the combined company and bank and that their respective headquarters and main office would be located in Evansville, Indiana and the headquarters of the Commercial Banking operations and the Consumer Banking operations being located in Chicago, Illinois. Thereafter, through May 29, 2021, representatives of Squire Patton Boggs and Sullivan & Cromwell negotiated and finalized the Old National bylaw amendment, reflecting discussions between the parties.
On May 11, 2021, the talent development and compensation committee of the Old National board held a meeting with members of Old National management and representatives of Squire Patton Boggs and Compensation and Benefits Advisory Services, LLC (“Compensation and Benefits Advisory Services”) in attendance. The committee discussed compensation practices in the context of a merger of equals, including the treatment of change of control agreements and equity awards for Old National and First Midwest. There was a discussion regarding various employment related matters, including compensation arrangements with certain key executives of First Midwest and Old National.
On May 12, 2021, the First Midwest transaction working group met with First Midwest management and representatives of Sullivan & Cromwell to review and discuss certain key governance terms to be set forth in the Old National bylaw amendment as described above. In addition, First Midwest management and representatives of Sullivan & Cromwell updated the First Midwest transaction working group on the status of due diligence and results to date, the assessment of cost synergies and discussions on determining the exchange ratio.
Also on May 12, 2021, representatives of Squire Patton Boggs sent an initial draft of the merger agreement to representatives Sullivan & Cromwell. Thereafter, representatives of Squire Patton Boggs and Sullivan & Cromwell negotiated and finalized the merger agreement, reflecting discussions between the parties.
On May 13, 2021, the Old National board held a special meeting. Old National management, representatives of Squire Patton Boggs and representatives of KBW were in attendance. Members of Old National management updated the Old National board on the progress of the due diligence process and negotiation of the definitive transaction documents with First Midwest since the last meeting and discussed the potential timing of a transaction. Representatives of KBW, together with members of Old National management, reviewed potential financial aspects of a merger with First Midwest. The Old National board reviewed and discussed with representatives of Squire Patton Boggs certain terms of the draft merger agreement, including pricing, and governance matters, and certain employment related matters, including the arrangements with Messrs. Scudder and Sander.
On May 14, 2021, the lead independent director and the chair of the compensation committee of the First Midwest board, representatives of Sullivan & Cromwell and certain members of First Midwest management, other than Mr. Scudder and Mr. Sander, considered and discussed various employment related matters in connection with the proposed merger of equals, including the employment arrangements for Mr. Ryan, Mr. Scudder, Mr. Sander and Mr. Sandgren, the treatment of outstanding equity awards in the merger, including performance based awards, the treatment of 2021 bonuses in the merger, a retention bonus pool and approaches to employee retention and morale between signing and closing.
On May 18, 2021, the talent development and compensation committee of the Old National board held a special meeting, which was attended by members of Old National management and representatives of Squire Patton Boggs, KBW and Compensation and Benefits Advisory Services. Representatives of Squire Patton Boggs discussed the status of the transaction with First Midwest and the employment arrangements for Messrs. Ryan, Scudder, Sander and Sandgren in connection with the proposed merger of equals.
At its regular meeting on May 19, 2021, the First Midwest board received an update on the discussions regarding the potential merger of equals with Old National. Members of First Midwest management and representatives of
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J.P. Morgan and Sullivan & Cromwell attended this meeting. At the meeting, First Midwest management described the status of the continued due diligence process and the current state of the negotiations between the parties regarding transaction terms. Representatives of J.P. Morgan provided the First Midwest board with an overview of the proposed transaction, including the parties’ proposed framework for calculating the exchange ratio and other financial terms. A representative of Sullivan & Cromwell discussed the directors’ fiduciary duties in connection with the First Midwest board’s evaluation of the potential merger and strategic alternatives and summarized certain governance matters set forth in the Old National bylaw amendment. At the conclusion of the meeting, the First Midwest board authorized First Midwest senior management to continue to pursue and negotiate the terms of the potential merger of equals with Old National.
On May 19 and May 20, 2021, Messrs. Scudder and Sander, as well as certain other members of First Midwest’s executive management, met in Evansville, Indiana with Messrs. Ryan and Sandgren, as well as certain other members of Old National’s executive management among other members of Old National management. At these meetings, the management teams discussed the potential synergies of the proposed merger of equals transaction. On May 20, 2021, the First Midwest management team attended a special meeting of the Old National Bank board of directors where the parties discussed their respective cultures, the similarities between the two organizations and the strategic alignment and financially compelling aspects of the proposed merger of equals.
Throughout the last two weeks of May 2021, First Midwest’s and Old National’s management teams, with the assistance of the parties’ respective financial and legal advisors, continued to negotiate and finalize the merger agreement and other transaction documents, including the Old National bylaw amendment, and completed their respective due diligence activities.
On May 22, 2021, First Midwest and Old National, with the assistance of their financial advisors, began to finalize the calculation and determination of the exchange ratio, including the premium, if any, to be received by shareholders of First Midwest.
On May 24, 2021, the lead independent director and the chair of the compensation committee of the First Midwest board, representatives of Sullivan & Cromwell and certain members of First Midwest management, other than Mr. Scudder and Mr. Sander, considered and discussed various employment related matters in connection with the proposed merger of equals, including the employment arrangements for Mr. Ryan, Mr. Scudder, Mr. Sander and Mr. Sandgren, the treatment of outstanding equity awards in the merger, including performance based awards, the treatment of 2021 bonuses in the merger, a retention bonus pool and approaches to employee retention and morale between signing and closing.
Also on May 24, 2021, members of Old National management and the chairperson of the talent development and compensation committee met with representatives of Squire Patton Boggs and KBW to further review and discuss certain key transaction terms for a merger of equals transaction between First Midwest and Old National. There was a discussion of the terms of the Old National bylaw amendment that provides for certain ongoing governance arrangements post-closing, the status of discussions surrounding the exchange ratio, the status of due diligence, the negotiation of the definitive merger agreement and other related documentation, the preparations for a possible announcement of the transaction and the process and next steps relating to the foregoing. In addition, members of Old National management, the chairperson of the talent development and compensation committee and a representative of Squire Patton Boggs discussed and considered certain compensation matters, including the arrangements with Mr. Ryan, Mr. Scudder, Mr. Sander and Mr. Sandgren.
On May 25, 2021, the talent development and compensation committee of the Old National board held a meeting that was attended by representatives of Squire Patton Boggs, KBW and Compensation and Benefits Advisory Services. Representatives of Squire Patton Boggs and Compensation and Benefits Advisory Services reviewed and discussed with the committee the terms of the proposed letter agreements to be entered into by Old National with Messrs. Ryan and Sandgren in connection with and effective upon the closing of the proposed business combination. There was a discussion regarding strategies to mitigate risks, providing incentives to achieve critical items, retaining key executives and aligning the interests of the executives to those of shareholders. The talent development and compensation committee discussed the performance awards to be granted to Messrs. Ryan and Sandgren pursuant to the letter agreements. The talent development and compensation committee approved the proposed retention agreements to be entered into by Old National with Messrs. Ryan and Sandgren, subject to approval by the Old National board of the proposed merger agreement.
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On the afternoon of May 25, 2021, the First Midwest transaction working group met with representatives of J.P. Morgan and Sullivan & Cromwell to further review and discuss certain key transaction terms for the proposed merger of equals between First Midwest and Old National. Members of First Midwest’s management and a representative of Sullivan & Cromwell considered and discussed certain compensation matters, including the arrangements with Mr. Ryan, Mr. Scudder, Mr. Sander and Mr. Sandgren, the terms of the Old National bylaw amendment, the status of discussions surrounding the exchange ratio, the status of due diligence, the negotiation of the merger agreement and other related documentation, the preparations for a possible announcement of the transaction and the process and next steps relating to the foregoing. Members of the First Midwest transaction working group expressed their continued support for the proposed merger of equals.
On the same day, Old National and First Midwest, with the assistance of their respective financial advisors, reached an agreement on a fixed exchange ratio of 1.1336 shares of Old National common stock for each share of First Midwest common stock. Based on the closing price per share of Old National common stock and First Midwest common stock on May 25, 2021, and a fifteen day volume weighted average price of Old National common stock and First Midwest common stock as of that date, this exchange ratio represented a premium to holders of First Midwest common stock of 3.3% and 3.6%, respectively.
On May 27, 2021, the Old National board held a special meeting at which representatives of Old National management were present to evaluate and consider the proposed merger of equals of Old National and First Midwest. Representatives of Squire Patton Boggs, KBW and Compensation and Benefits Advisory Services were also in attendance at the meeting to discuss the legal and financial aspects of the potential transaction, and in the case of Squire Patton Boggs and Compensation and Benefits Advisory Services, compensation matters. At the meeting, Old National management updated the Old National board on the status of the current proposed terms of the merger, as discussed between the parties. Old National management discussed the mutual due diligence process conducted, including relevant diligence findings. Representatives of Squire Patton Boggs then reviewed with the Old National board the terms of the draft merger agreement, including the proposed articles of incorporation and bylaw amendments provided for in the merger agreement, as well as the terms of the letter agreements with Messrs. Ryan and Sandgren that were anticipated to be entered into in connection with the transaction and related matters. Representatives of Squire Patton Boggs also reviewed the directors’ fiduciary duties in connection with the proposed transaction, as they had previously done. Also at the meeting, representatives of KBW reviewed with the Old National board certain financial aspects of the potential transaction, including preliminary financial analyses performed by KBW as well as a review of the potential pro forma financial and operating impacts of the proposed transaction. Following these discussions, and after further consideration and discussion of the strategic merits of the merger for Old National and its shareholders, the Old National board expressed support for continuing negotiations to finalize the terms of the potential transaction. The Old National board also met in executive session with a representative of Compensation and Benefits Advisory Services and discussed the material terms of the letter agreements that were anticipated to be entered into in connection with the transaction with Messrs. Ryan and Sandgren.
On May 28, 2021, the First Midwest board held a special meeting to analyze and consider the proposed merger of equals of First Midwest and Old National. Members of First Midwest management and representatives of J.P. Morgan and Sullivan & Cromwell also attended this meeting. J.P. Morgan provided the First Midwest board with an overview of the proposed transaction framework and financial terms, including the parties’ framework for calculating the exchange ratio as well as preliminary financial analysis of the proposed transaction. Representatives of Sullivan & Cromwell discussed with the directors their fiduciary duties in connection with the First Midwest board’s evaluation of the potential merger and strategic alternatives, and also reviewed and discussed the regulatory requirements for approvals of bank and bank holding company combination transactions, the regulatory environment for banks in general and for bank merger transactions in particular, and the terms of the draft merger agreement, including the Old National bylaw amendment, and the draft Old National and First Midwest letter agreements relating to respective employment arrangements for Mr. Ryan, Mr. Sandgren, Mr. Scudder and Mr. Sander. Members of First Midwest management also discussed the due diligence process and First Midwest’s conclusions. Among other things, the First Midwest board considered and discussed the social and economic effects of the proposed merger of equals on First Midwest and its employees and customers and the potential effects of the transaction on the communities served by First Midwest, the business and financial condition and earnings prospects of Old National and the competence, experience and integrity of Old National and Old National’s management. Prior to conclusion of the meeting, First Midwest management expressed its recommendation of the proposed transaction to the First Midwest board. The First Midwest board
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also met in executive session with representatives of J.P. Morgan and Sullivan & Cromwell present. At the conclusion of the meeting, the First Midwest board recessed the meeting until the morning of May 30, 2021 and authorized First Midwest senior management to complete negotiation of the terms of the proposed merger of equals with Old National prior to the reconvening of the meeting.
On the morning of May 29, 2021, the Old National board held a special meeting to consider the negotiated terms of the proposed merger between Old National and First Midwest and entry into the merger agreement by Old National. Representatives of Squire Patton Boggs and KBW were also in attendance at the meeting. At the meeting, Old National management provided an update on the terms of the potential transaction, including the proposed final exchange ratio of 1.1336 shares of Old National common stock per share of First Midwest common stock. KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the Old National board to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Old National. For more information, see the section entitled “The Merger—Opinion of Old National’s Financial Advisor” and Annex C. Representatives of Squire Patton Boggs then reviewed with the directors the proposed final terms of the merger agreement and the letter agreements to be entered into in connection with the transaction. At the conclusion of the meeting, after careful review and discussion by the Old National board, including consideration of the factors described below under “The Merger—Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors,” the Old National board unanimously determined that the merger agreement, the merger and the transactions contemplated by the merger agreement are advisable and in the best interests of Old National and its shareholders and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated thereby and the entry into the merger agreement by Old National.
On the morning of May 30, 2021, the First Midwest board held a special meeting to consider further the negotiated terms of the proposed merger and the entry into the merger agreement by First Midwest. Members of First Midwest management and representatives of J.P. Morgan and Sullivan & Cromwell also attended this meeting. Management of First Midwest updated the First Midwest board on the status of the negotiations and advised that the negotiations of the merger agreement and other definitive transaction documents were substantially complete, including the proposed final exchange ratio of 1.1336 shares of Old National common stock for each share of First Midwest common stock. J.P. Morgan reviewed its updated financial analyses of the exchange ratio with the First Midwest board and, following discussion, rendered to the First Midwest board J.P. Morgan’s oral opinion, which was subsequently confirmed in writing, to the effect that, as of May 30, 2021 and based upon and subject to the factors and various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in the opinion, the exchange ratio in the proposed merger of First Midwest and Old National was fair, from a financial point of view, to holders of First Midwest common stock. For more information, see the section entitled “The Merger—Opinion of First Midwest’s Financial Advisor” and Annex D. Thereafter, management of First Midwest confirmed its recommendation of the proposed transaction to the First Midwest board. At the conclusion of the meeting, after further review and discussion by the First Midwest board, including consideration of the factors described below under “The Merger—First Midwest’s Reasons for the Merger; Recommendation of First Midwest’s Board of Directors”, the First Midwest board unanimously determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interests of First Midwest and its stockholders, and unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated thereby and the entry into the merger agreement by First Midwest.
Following the meeting of the First Midwest board on May 30, 2021, Old National and First Midwest executed the merger agreement mid-day on May 30, 2021. The transaction was announced on the morning of June 1, 2021, before the opening of the financial markets in the U.S., in a press release jointly issued by Old National and First Midwest.
Old National’s Reasons for the Merger; Recommendation of Old National’s Board of Directors
After careful consideration, the Old National board of directors, at a special meeting held on May 29, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the Old National articles and bylaws amendments, are advisable and in the best interests of Old
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National and its shareholders, (ii) approved and adopted the merger agreement and the Old National articles and bylaw amendments and (iii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger.
In reaching this decision, the Old National board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with Old National’s senior management, as well as with Old National’s legal and financial advisors, and considered a number of factors, including the following principal factors:
each of Old National’s and First Midwest’s business, operations, financial condition, asset quality, earnings, markets and prospects;
the strategic rationale for the merger;
the complementary footprints of Old National and First Midwest and the resulting expansion of Old National’s banking markets;
the current and prospective environment in the financial services industry, including economic conditions and the interest rate and regulatory environments, the accelerating pace of technological change in the financial services industry, operating costs resulting from regulatory and compliance mandates, scale and marketing expenses, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions, current employment market conditions and the likely effects of these factors on Old National’s potential growth, development, productivity and strategic options both with and without the merger;
the expanded possibilities for growth that would be available to Old National, given its expanded suite of product offerings, larger capital and deposit base, and broader footprint, including an increased presence in the Midwest;
the compatibility of Old National’s and First Midwest’s cultures and credit philosophies, including their shared commitment to local communities and the expectation that following the completion of the merger there will be an increase in Old National’s lending to low- to middle-income borrowers, small businesses and community development activities, along with an increase in Old National’s direct philanthropy;
the complementary nature of the products, customers and markets of the two (2) companies, which Old National believes should provide the opportunity to mitigate risks and increase potential returns;
the benefits and opportunities First Midwest will bring to Old National, including enhanced scale, product offerings and footprint, which should improve the ability of the combined company to attract and retain talent and customers;
the anticipated pro forma financial impact of the merger on Old National, including potential tangible book value accretion, as well as positive impact on earnings, return on equity, asset quality, liquidity and regulatory capital levels;
the expectation of cost synergies resulting from the merger, which will enable, among other things, increased spending on technology;
the expectation that the merger will offer potentially significant revenue synergies across multiple business lines and the fact that such revenue synergies were identified but not included in the financial analysis;
its review and discussions with Old National’s senior management concerning Old National’s due diligence examination of, among other areas, the operations, financial condition and regulatory compliance programs and prospects of First Midwest;
its understanding that Old National shareholders would own approximately fifty-six percent (56%) of the combined company’s common stock;
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the fact that the exchange ratio is fixed, with no adjustment in the merger consideration to be received by First Midwest stockholders as a result of possible increases or decreases in the trading price of First Midwest or Old National stock following the announcement of the merger, which the Old National board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;
the opinion, dated May 29, 2021, of KBW to Old National’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Old National of the exchange ratio in the proposed merger, as more fully described below under “The Merger—Opinion of Old National’s Financial Advisor”;
its review with Old National’s outside legal counsel of the material terms of the merger agreement, including the representations, warranties, covenants, deal protection and termination provisions;
its expectation that the required regulatory approvals could be obtained in a timely fashion;
the fact that Old National’s shareholders will have the opportunity to vote to approve the merger agreement;
the fact that eight (8) of sixteen (16) total directors of the combined company would be current members of the Old National board of directors (including Mr. Ryan and Ms. Skillman);
the fact that Mr. Ryan would serve as the Chief Executive Officer of the combined company and Mr. Sandgren will serve as the Chief Executive Officer, Commercial Banking, of the combined company;
the execution of letter agreements with certain key employees of both Old National and First Midwest in connection with the merger, which the Old National board of directors believes is important to enhancing the likelihood that the strategic benefits that Old National expects to achieve as a result of the merger will be realized;
the fact that Old National’s current headquarters in Evansville, Indiana will remain the headquarters for Old National and Old National Bank;
the fact that Old National’s bylaws would be amended to preserve certain corporate governance arrangements of the combined company (including the allocation of directors between Old National and First Midwest and senior executive management positions of the combined company) for a period of at least three (3) years following the closing of the merger; and
Old National’s and First Midwest’s past records of integrating many acquisitions and of realizing expected financial and other benefits of such acquisitions and the strength of Old National’s management and infrastructure to successfully complete the integration process.
The Old National board of directors also considered the potential risks related to the transaction. The board concluded that the anticipated benefits of combining with First Midwest were likely to outweigh these risks substantially. These potential risks included, among others:
the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two (2) companies or as a result of the strength of the economy, general market conditions and competitive factors in the areas where Old National and First Midwest operate businesses;
the costs to be incurred in connection with the merger and the integration of First Midwest’s and Old National’s respective businesses and the possibility that the transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;
the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of Old National and First Midwest;
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the risk of losing key Old National or First Midwest employees during the pendency of the merger and following the closing;
the possible diversion of management focus and resources from the operation of Old National’s business while working to implement the transaction and integrate the two (2) companies;
the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Old National common stock or First Midwest common stock, the value of the shares of Old National common stock to be issued to First Midwest stockholders upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;
the risk that the regulatory and other approvals required in connection with the merger may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of Old National following the completion of the merger;
the potential for legal claims challenging the merger; and
the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The foregoing discussion of the information, factors and risks considered by the Old National board of directors is not intended to be exhaustive, but includes the material factors and risks considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Old National board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, and overall considered the factors to support its determination.
For the reasons set forth above, the Old National board of directors determined that the merger agreement and the transactions contemplated thereby (including the merger, the Old National articles amendment, the Old National bylaw amendment and the Old National stock issuance) are in the best interests of Old National and its shareholders.
Certain of Old National’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of Old National’s shareholders generally, as discussed under the caption “The Merger—Interests of Old National Directors and Executive Officers in the Merger,” below. The Old National board of directors was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to Old National shareholders.
It should be noted that this explanation of the reasoning of the Old National board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 27.
For the reasons set forth above, the Old National board of directors unanimously recommends that the holders of Old National common stock vote “FOR” the Old National merger proposal, and “FOR” the other proposals to be considered at the Old National special meeting.
Opinion of Old National’s Financial Advisor
Old National engaged KBW to render financial advisory and investment banking services to Old National, including an opinion to the Old National board of directors as to the fairness, from a financial point of view, to Old National of the exchange ratio in the proposed merger. Old National selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.
As part of its engagement, representatives of KBW attended the meeting of the Old National board of directors held on May 29, 2021 at which the Old National board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the Old National board of directors to the effect that, as of such date and subject to the procedures followed, assumptions
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made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Old National. The Old National board of directors approved the merger agreement at this meeting.
The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.
KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Old National board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to Old National. It did not address the underlying business decision of Old National to engage in the merger or enter into the merger agreement or constitute a recommendation to the Old National board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Old National common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder or stockholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder or stockholder.
KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.
In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Old National and First Midwest and bearing upon the merger, including, among other things:
a draft of the merger agreement, dated May 26, 2021 (the most recent version made available to KBW);
the audited financial statements and the Annual Reports on Form 10-K for the three (3) fiscal years ended December 31, 2020 of Old National;
the unaudited quarterly financial statements and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Old National;
the audited financial statements and the Annual Reports on Form 10-K for the three (3) fiscal years ended December 31, 2020 of First Midwest;
the unaudited financial statements and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 of First Midwest;
certain regulatory filings of Old National and First Midwest and their respective subsidiaries, including the quarterly reports on Form FRY-9C and quarterly call reports filed with respect to each quarter during the three (3)-year period ended December 31, 2020 and the quarter ended March 31, 2021;
certain other interim reports and other communications of Old National and First Midwest to their respective shareholders or stockholders; and
other financial information concerning the respective businesses and operations of Old National and First Midwest furnished to KBW by Old National and First Midwest or which KBW was otherwise directed to use for purposes of its analyses.
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KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:
the historical and current financial position and results of operations of Old National and First Midwest;
the assets and liabilities of Old National and First Midwest;
a comparison of certain financial and stock market information of Old National and First Midwest with similar information for certain other companies, the securities of which are publicly traded;
financial and operating forecasts and projections of First Midwest for 2021 and 2022 that were prepared by First Midwest management, provided to and discussed with KBW by such management, and used and relied upon by KBW based on such discussions, at the direction of Old National management and with the consent of the Old National board of directors;
financial and operating forecasts and projections of Old National, as well as assumed First Midwest long-term growth rates for periods beyond 2022, that were prepared by Old National management, provided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Old National board of directors; and
estimates regarding certain pro forma financial effects of the merger on Old National (including without limitation the cost savings and related expenses expected to result or be derived from the merger) that were prepared by Old National management, provided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Old National board of directors.
KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Old National and First Midwest regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.
In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied, with the consent of Old National, upon the management of First Midwest as to the reasonableness and achievability of the financial and operating forecasts and projections of First Midwest for 2021 and 2022 referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied upon Old National management as to the reasonableness and achievability of the financial and operating forecasts and projections of Old National, the assumed First Midwest long-term growth rates for periods beyond 2022, as well as the estimates regarding certain pro forma financial effects of the merger on Old National (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented the best currently available estimates and judgments of Old National management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated by such management.
It is understood that the foregoing financial information of Old National and First Midwest that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Old National and First Midwest and with the consent of the Old National board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any
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such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on Old National and First Midwest. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.
KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Old National or First Midwest since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Old National’s consent, that the aggregate allowances for loan and lease losses for Old National and First Midwest are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Old National or First Midwest, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Old National or First Midwest under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.
KBW assumed, in all respects material to its analyses:
that the merger and any related transactions (including, without limitation, the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above) with no adjustments to the exchange ratio and with no other consideration or payments in respect of First Midwest common stock;
that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;
that each party to the merger agreement or any of the related documents would perform all of the covenants and agreements required to be performed by such party under such documents;
that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and
that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Old National, First Midwest or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.
KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Old National that Old National relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Old National, First Midwest, the merger and any related transaction and the merger agreement. KBW did not provide advice with respect to any such matters.
KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the exchange ratio in the merger to Old National. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, the treatment of outstanding preferred stock and other securities of First Midwest in the merger, any consequences of the merger to Old National, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any
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employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of the opinion and the information made available to KBW through the date of the opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:
the underlying business decision of Old National to engage in the merger or enter into the merger agreement;
the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Old National or the Old National board of directors;
any business, operational or other plans with respect to First Midwest or the pro forma entity that may be currently contemplated by Old National or the Old National board of directors or that may be implemented by Old National or the Old National board of directors subsequent to the closing of the merger;
the fairness of the amount or nature of any compensation to any of Old National’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of Old National common stock or relative to the exchange ratio;
the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Old National or holders of any class of securities of First Midwest or any other party to any transaction contemplated by the merger agreement;
the actual value of Old National common stock to be issued in the merger;
the prices, trading range or volume at which Old National common stock or First Midwest common stock would trade following the public announcement of the merger or the prices, trading range or volume at which Old National common stock would trade following the consummation of the merger;
any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or
any legal, regulatory, accounting, tax or similar matters relating to Old National, First Midwest, any of their respective shareholders or stockholders, or relating to or arising out of or as a consequence of the merger or any other related transaction (including the bank merger), including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.
In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Old National and First Midwest. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Old National board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Old National board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Old National and First Midwest and the decision of Old National to enter into the merger agreement was solely that of the Old National board of directors.
The following is a summary of the material financial analyses provided by KBW to the Old National board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation materials provided by KBW to the Old National board of directors, but summarizes the material analyses performed and provided in connection with such opinion. The financial
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analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.
Implied Transaction Multiples. In connection with the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of $21.60 per outstanding share of First Midwest common stock, or $2,484.1 million in the aggregate (inclusive of the implied value of First Midwest performance shares and restricted stock units), based on the 1.1336x exchange ratio in the proposed merger and the closing price of Old National common stock on May 28, 2021. KBW reviewed with the Old National board of directors for informational purposes, among other things, the following implied transaction multiples for the proposed merger (based on the implied transaction value for the merger of $21.60 per outstanding share of First Midwest common stock) using historical financial information for First Midwest as of March 31, 2021 and calendar year 2021 and calendar year 2022 earnings per share (“EPS”) estimates taken from both financial forecasts and projections of First Midwest provided by First Midwest management and publicly available consensus “street estimates” of First Midwest.
Implied Transaction Price / First Midwest 2021 EPS
 
Estimate Based On:
 
First Midwest Management Estimates
14.4x
Consensus “Street Estimates”
14.5x
Implied Transaction Price / First Midwest 2022 EPS
 
Estimate Based On:
 
First Midwest Management Estimates
11.9x / 13.9x(1)
Consensus “Street Estimates”
14.9x
Implied Transaction Price / First Midwest March 31, 2021 Tangible Book Value per Share
1.65x
(1)
Second multiple based on 2022 estimated EPS as adjusted by First Midwest management to reflect normalized provisions for credit losses.
Old National and First Midwest Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance for each of Old National and First Midwest to fifteen (15) selected major exchange-traded banks that were headquartered in Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Tennessee or Wisconsin with total assets between $10.0 billion and $50.0 billion. Companies subject to a binding merger transaction agreement as to which they are the target were excluded from the selected companies.
The selected companies were as follows:
Associated Banc-Corp
Great Western Bancorp, Inc.
Bank OZK
Heartland Financial USA, Inc.
Commerce Bancshares, Inc.
Home Bancshares, Inc.
Enterprise Financial Services Corp
Pinnacle Financial Partners, Inc.
FB Financial Corporation
Simmons First National Corporation
First Busey Corporation
UMB Financial Corporation
First Financial Bancorp.
Wintrust Financial Corporation
First Merchants Corporation
 
To perform this analysis, KBW used profitability and other financial information as of, or for the most recent completed fiscal quarter (“MRQ”) or latest twelve (12) months (“LTM”) periods ended, March 31, 2021 and
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market price information as of May 28, 2021. In addition, KBW used EPS estimates of Old National and First Midwest taken from financial forecasts and projections of Old National and First Midwest provided by Old National and First Midwest managements, respectively, and also publicly available consensus “street estimates” of Old National and First Midwest, and KBW used EPS estimates of the selected companies taken from consensus “street estimates” for the selected companies. Certain financial data prepared by KBW, as referenced in the tables presented below, may not correspond to the data presented in Old National’s or First Midwest’s historical financial statements, or the data prepared by First Midwest’s financial advisor presented under the section “Opinion of First Midwest’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.
KBW’s analysis showed the following concerning the financial performance of Old National, First Midwest and the selected companies:
 
 
 
Selected Companies
 
Old
National
First
Midwest
75th
Percentile
Average
Median
25th
Percentile
MRQ Core Pre-Tax, Pre-Provision Return on Average Assets(1)
1.49%
1.34%
1.99%
1.63%
1.47%
1.25%
MRQ Core Return on Average Assets(1)
1.53%
0.93%
1.63%
1.47%
1.41%
1.27%
MRQ Core Return on Average Tangible Common Equity(1)
18.8%
12.8%
19.7%
16.9%
16.5%
15.1%
MRQ Fully Taxable Equivalent Net Interest Margin
2.94%
3.03%
3.46%
3.10%
3.14%
2.67%
MRQ Non-Interest Income / Revenue Ratio(2)
26.4%
24.5%
36.8%
26.4%
26.2%
17.9%
MRQ Efficiency Ratio
54.7%
60.3%
48.9%
54.1%
56.1%
62.0%
(1)
Core income excluded extraordinary items, non-recurring items, gains / losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.
(2)
Excluded gain on sale of securities.
KBW’s analysis also showed the following concerning the financial condition of Old National, First Midwest and the selected companies:
 
 
 
Selected Companies
 
Old
National
First
Midwest
75th
Percentile
Average
Median
25th
Percentile
Tangible Common Equity / Tangible Assets
8.4%
7.4%
9.1%
8.8%
8.4%
7.9%
Common Equity Tier 1 (CET1) Ratio
12.0%
10.2%
13.8%
12.2%
12.0%
11.0%
Total Capital Ratio
12.8%
14.3%
16.4%
15.4%
15.1%
14.4%
Loans / Deposits
78.0%
91.4%
67.0%
75.9%
78.0%
85.6%
Loan Loss Reserves / Loans
0.82%
1.55%
1.96%
1.67%
1.45%
1.23%
Nonperforming Assets / Loans and OREO(1)
1.13%
1.13%
0.47%
0.93%
0.71%
1.07%
MRQ Net Charge-offs / Average Loans
(0.00%)
0.26%
0.07%
0.16%
0.13%
0.24%
(1)
Nonperforming assets included nonaccrual loans, accruing troubled debt restructured loans and other real estate owned as defined by S&P Global Market Intelligence. Other real estate owned represented real estate owned and repossessed assets, net, as calculated by S&P Global Market Intelligence.
In addition, KBW’s analysis showed the following concerning the market performance of Old National, First Midwest and the selected companies:
 
 
 
Selected Companies
 
Old
National
First
Midwest
75th
Percentile
Average
Median
25th
Percentile
One-Year Price Change
35.6%
56.1%
85.5%
74.5%
74.2%
57.1%
Year-to-date Price Change
15.0%
31.5%
41.3%
34.9%
36.6%
23.9%
Price / Tangible Book Value
1.66x
1.60x
2.03x
1.90x
1.86x
1.58x
Price / 2021 EPS Estimate
11.3x / 11.7x(1)
14.0x / 14.0x(1)
14.6x
13.2x
12.7x
11.6x
Price / 2022 EPS Estimate
13.7x /
13.0x(1)
14.4x /
11.6x(1)
15.9x
14.4x
14.4x
12.4x
Price / 2022 Adjusted EPS Estimate
13.5x(2)
Dividend Yield
2.9%
2.7%
2.6%
1.9%
1.8%
1.3%
LTM Dividend Payout Ratio
32.0%
52.8%
33.2%
26.2%
27.7%
15.9%
(1)
Second EPS multiples based on EPS estimates of Old National and First Midwest taken from financial forecasts and projections of Old National and First Midwest provided by Old National and First Midwest managements, respectively.
(2)
Based on 2022 estimated EPS as adjusted by First Midwest management to reflect normalized provisions for credit losses.
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No company used as a comparison in the above selected companies’ analysis is identical to Old National or First Midwest. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Old National and First Midwest to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) historical balance sheet data for Old National and First Midwest as of March 31, 2021, (ii) financial forecasts and projections of Old National and First Midwest provided by Old National and First Midwest managements, respectively, and (iii) market price information as of May 28, 2021. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Old National shareholders and First Midwest stockholders in the combined company based on the 1.1336x exchange ratio in the proposed merger:
 
Old National
as a % of
Total
First Midwest
as a % of
Total
Ownership
 
 
Pro Forma Ownership at 1.1336x Merger Exchange Ratio
56.1%
43.9%
Balance Sheet
 
 
Assets
52.8%
47.2%
Gross Loans Held-for-Investment (excluding Paycheck Protection Program Loans)
47.6%
52.4%
Deposits
51.8%
48.2%
Tangible Common Equity
56.0%
44.0%
Income Statement
 
 
2021 Estimated Pre-Tax, Pre-Provision Income
52.4%
47.6%
2022 Estimated Pre-Tax, Pre-Provision Income
50.4%
49.6%
2021 Estimated Net Income to Common
61.4%
38.6%
2022 Estimated Net Income to Common
54.0%
46.0%
2022 Estimated Net Income to Common (Adjusted for First Midwest)(1)
57.8%
42.2%
Market Information
 
 
Pre-Deal Market Capitalization
56.9%
43.1%
(1)
2022 estimated earnings of First Midwest adjusted by First Midwest management to reflect normalized provisions for credit losses.
Pro Forma Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Old National and First Midwest. Using (i) closing balance sheet estimates as of December 31, 2021 for Old National and First Midwest provided by Old National and First Midwest managements, respectively, (ii) financial forecasts and projections of First Midwest for 2021 and 2022 provided by First Midwest management and financial forecasts and projections of Old National, as well as assumed First Midwest long-term growth rates for periods beyond 2022, provided by Old National management, and (iii) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by Old National management, KBW analyzed the estimated financial impact of the merger on certain projected financial results. This analysis indicated that the merger could be accretive to Old National’s estimated EPS in 2022 and 2023 and dilutive to Old National’s estimated tangible book value per share at closing as of December 31, 2021. Furthermore, the analysis indicated that, pro forma for the merger, each of Old National’s tangible common equity to tangible assets ratio, Leverage Ratio, Common Equity Tier 1 Ratio, Tier 1 Capital Ratio, and Total Risk-Based Capital Ratio at closing as of December 31, 2021 could be lower. For all of the above analysis, the