Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 15, 2022, First Midwest completed its previously announced merger of equals transaction with Old National pursuant to the Merger Agreement. On
the Closing Date, First Midwest and Old National merged, with Old National continuing as the surviving corporation. Upon closing of the Merger, the separate existence of First Midwest ceased.
On February 16, 2022, following the Merger, First Midwest Bank, an Illinois state-chartered bank and a wholly owned subsidiary of First Midwest, and Old
National Bank, a national banking association and a wholly owned subsidiary of Old National, merged, with Old National Bank continuing as the surviving bank (the “Bank Merger”). Upon closing of the Bank Merger, the separate existence of First Midwest
Bank ceased.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per
share, of First Midwest (the “First Midwest Common Stock”) issued and outstanding as of immediately prior to the Effective Time, other than certain shares held by First Midwest or Old National, was converted into the right to receive 1.1336 shares of
common stock (the “Exchange Ratio”), no par value, of Old National (“Old National Common Stock”), plus, if applicable, cash in lieu of fractional shares of Old National Common Stock.
At the Effective Time, each outstanding share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, of First Midwest
(“First Midwest Series A Preferred Stock”) and 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of First Midwest (“First Midwest Series C Preferred Stock” and together with the First Midwest Series A Preferred Stock,
the “First Midwest Preferred Stock”) was converted into the right to receive one share of an applicable newly created series of Old National preferred stock, no par value, having terms that are not materially less favorable (and taking into account
that First Midwest will not be the surviving corporation in the Merger) as the applicable series of outstanding First Midwest Preferred Stock (respectively, “New Old National Series A Preferred Stock” and “New Old National Series C Preferred Stock,”
and collectively, the “New Old National Preferred Stock”). In addition, at the Effective Time, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest Preferred Stock was
converted into an Old National depositary share representing a 1/40th interest in a share of the applicable series of New Old National Preferred Stock.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each First Midwest equity award granted under First Midwest’s equity compensation
plans that was outstanding immediately prior to the Effective Time converted into corresponding awards with respect to shares of Old National Common Stock, with the number of shares underlying such award adjusted based on the Exchange Ratio. Each
such converted Old National equity award continues to be subject to the same terms and conditions as applied to the corresponding First Midwest equity award immediately prior to the Effective Time, except that each converted Old National equity award
corresponding to a First Midwest performance award will be subject to service-based vesting only and will no longer be subject to any performance conditions. The number of shares underlying such converted Old National equity award corresponding to a
First Midwest performance award was determined with any performance goals deemed satisfied at the target level of performance.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
