ONB Form 144: Proposed common stock sales

ONB filed a Form 144 reporting proposed sales of common stock.

Rhea-AI Filing Summary

ONB filed a Form 144 reporting proposed sales of common stock. The filing lists a prior sale of 6,508 common shares on 12/15/2025 for $150,202.00.

The filing also itemizes phantom shares credited under the ONB Directors Deferred Compensation Plan on several dates (for example 12/05/2022 — 364 shares; 04/10/2023 — 1,802 shares). These phantom-share entries are listed as compensation or dividend reinvestment transactions.

Insights

Securities Compliance Attorney

Form 144 notifies the market of proposed resale and records a recent insider sale.

Form 144 is a notice of proposed resale under Rule 144; the excerpt shows a sale of 6,508 shares on 12/15/2025 for $150,202.00. The filing also lists multiple phantom-share accruals tied to the ONB Directors Deferred Compensation Plan with discrete share counts and dates.

Timing and the exact number of shares being offered now are not stated in clear, consolidated language in the excerpt; subsequent Form 144 filings or broker disclosures would clarify planned sale amounts and methods.

Corporate Governance Analyst

Director compensation entries appear as phantom-share credits across several dividend and grant dates.

The excerpt enumerates phantom-share credits on 12/05/2022 (364), 12/15/2022 (293), 03/15/2023 (370), 04/10/2023 (1,802), and other dates. These entries are described as participation in the Directors Deferred Compensation Plan or dividend reinvestment.

These credited phantom shares are shown as compensation events in the excerpt; whether they correspond to immediately marketable shares or remain plan credits depends on plan terms not included here.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does ONB's Form 144 report about insider sales?

The Form 144 reports a sale of 6,508 shares on 12/15/2025 for $150,202.00. It is a notice of proposed resale under Rule 144 and records prior transactions in the excerpt.

Does the filing state how many shares are being registered for resale now by ONB insiders?

The excerpt does not present a single, explicit registered-offering total; it lists transactions and plan credits but does not consolidate a present offering amount in clear terms.

What are the phantom shares listed in the ONB filing?

The phantom shares are credited under the ONB Directors Deferred Compensation Plan and dividend reinvestment, with individual entries like 04/10/2023 — 1,802 shares. They are described as plan compensation entries.

Who executed the sale reported in the excerpt?

The excerpt names Ryan C Kitchell of Evansville, IN, as the party linked to the 6,508-share sale on 12/15/2025 for $150,202.00.

Are proceeds recipients or resale methods disclosed in the excerpt?

The excerpt does not specify which party will receive proceeds from any proposed resale or the methods for sale; plan entries and a prior sale price are shown, but proceeds treatment is not detailed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 03:11 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001739202
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	OLD NATIONAL BANCORP /IN/
SEC File Number	001-15817
Address of Issuer	ONE MAIN STREET EVANSVILLE INDIANA 47708
Phone	773-765-7675
Name of Person for Whose Account the Securities are To Be Sold	RYAN C KITCHELL
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	DIRECTOR

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON STOCK	STIFEL NICOLAUS & COMPANY, INCORPORATED 3835 PGA BLVD SUITE 701 PALM BEACH GARDENS FL 33410	4000	100000.00	389674761	02/20/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	12/05/2022	Phantom shares of common stock acquired pursuant to participation in the ONB Directors Deferred Compensation Plan	Issuer			364	12/05/2022	Director Equity Compensation
Common Stock	12/15/2022	Phantom shares of common stock acquired pursuant to the dividend reinvestment feature of the ONB Directors Deferred Compensation Plan	Issuer			293	12/15/2022	Reinvested Dividend
Common Stock	03/15/2023	Phantom shares of common stock acquired pursuant to the dividend reinvestment feature of the ONB Directors Deferred Compensation Plan	Issuer			370	03/15/2023	Reinvested Dividend
Common Stock	04/10/2023	Phantom shares of common stock acquired pursuant to participation in the ONB Directors Deferred Compensation Plan	Issuer			1802	04/10/2023	Director Equity Compensation
Common Stock	06/15/2023	Phantom shares of common stock acquired pursuant to the dividend reinvestment feature of the ONB Directors Deferred Compensation Plan	Issuer			405	06/15/2023	Reinvested Dividend
Common Stock	09/15/2023	Phantom shares of common stock acquired pursuant to the dividend reinvestment feature of the ONB Directors Deferred Compensation Plan	Issuer			378	09/15/2023	Reinvested Dividend
Common Stock	11/15/2023	Phantom shares of common stock acquired pursuant to participation in the ONB Directors Deferred Compensation Plan	Issuer			388	11/15/2023	Director Equity Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ryan C Kitchell One Main Street Evansville IN 47708	Common Stock	12/15/2025	6508	150202.00

144: Remarks and Signature

Remarks	Shares were sold for estate planning and securities portfolio diversification purposes.
Date of Notice	02/20/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/S/ ANDREA L. STANGL, ATTORNEY-IN-FACT FOR RYAN C. KITCHELL
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)