Form 425 - Prospectuses and communications, business combinations

Filed by: Old National Bancorp

(Commission File No.: 001-15817)

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company: CapStar Financial Holdings, Inc.

Commission File No.: 001-37886

Date: February 12, 2024

The following excerpts relating to the pending business combination between Old National Bancorp (“Old National”) and CapStar Financial Holdings, Inc. are from Old National’s 4th Quarter 2023 Investment Thesis (Exhibit 99.1 to Old National’s Form 8-K filed with the SEC on February 12, 2024).

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