UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 18, 2022
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OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| | | | | | | | |
| Indiana | 001-15817 | 35-1539838 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
|
| | | | | | | | |
| One Main Street | |
| Evansville, | Indiana | 47708 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (773) 765-7675
________________________________________________________
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, No Par Value | | ONB | | The NASDAQ Stock Market LLC |
| Depositary Shares, each representing a 1/40th interest in a share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | | ONBPP | | The NASDAQ Stock Market LLC |
| Depositary Shares, each representing a 1/40th interest in a share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C | | ONBPO | | The NASDAQ Stock Market LLC |
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.
On November 18, 2022, Old National Bank, a wholly-owned subsidiary of Old National Bancorp (the “Company”) completed its previously announced transaction with UMB Bank, n.a. (“UMB”), pursuant to which UMB acquired Old National Bank’s business of acting as a qualified custodian for, and administering, health savings accounts (“HSA Business”).
At closing, and subject to any final purchase price adjustments, the HSA Business custodied approximately $382 million of health savings accounts held in deposit accounts at Old National Bank and resulted in an expected premium of approximately $92 million paid by UMB to Old National Bank.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements regarding ONB’s sale of its HSA Business to UMB. These statements can be identified by the use of words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “will,” “strategy,” “plan,” “potential,” “possible,” “approximately” and other words similar meaning.
Forward-looking statements involve certain risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those expressed in, or implied by, the forward-looking statements. Because these forward-looking statements are subject to certain assumptions and uncertainties, future events concerning the Company set forth in this Current Report may differ materially from those expressed in or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this Current Report.
All written and oral forward-looking statements concerning the sale of the HSA Business or other matters disclosed in this Current Report and attributable to the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report.
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: November 22, 2022
OLD NATIONAL BANCORP
By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary
