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.


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