UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 2, 2022
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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Indiana
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001-15817
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35-1539838
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Main Street
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Evansville,
Indiana
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47708
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (800) 731-2265
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, No Par Value
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ONB
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As detailed in Old National’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 28, 2022, Old National Bancorp (“Old National”) and First Midwest Bancorp, Inc. (“First Midwest”)
have received all required regulatory approvals to complete the transactions contemplated by the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National (the “Merger Agreement”).
The proposed merger of Old National and First Midwest pursuant to the Merger Agreement is expected to occur after the close of business and after the end of regular trading hours on the NASDAQ Stock Market on February 15,
2022, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: February 2, 2022
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OLD NATIONAL BANCORP
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By:
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/s/ Jeffrey L. Knight
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Jeffrey L. Knight
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Executive Vice President
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Chief Legal Counsel and Corporate Secretary
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