Planned sale of 31,231 ONB common shares

ONB has a planned sale of 31,231 shares of common stock, with an aggregate market value of 798,782.00, to be executed through Stifel Nicolaus & Company on the NASDAQ around 02/04/2026.

Accepted by SEC EDGAR 02/04/2026 - 06:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ONB has a planned sale of 31,231 shares of common stock, with an aggregate market value of 798,782.00, to be executed through Stifel Nicolaus & Company on the NASDAQ around 02/04/2026.

The securities relate to phantom shares of common stock acquired on 12/15/2025 under the ONB Executive Deferred Compensation Plan through bi-weekly payroll deductions. The filing notes 389,676,417 shares outstanding and includes a representation that the seller is not aware of undisclosed material adverse information.

FAQ

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What does this Form 144 filing mean for ONB shareholders?

This Form 144 shows a planned sale of 31,231 ONB common shares with an aggregate market value of $798,782. It is a notice of intent to sell restricted or control securities, not a company-wide transaction or operational update.

How many ONB (ONB) shares are proposed to be sold and on which exchange?

The filing reports a proposed sale of 31,231 shares of ONB common stock on the NASDAQ exchange. The transaction is to be executed through Stifel Nicolaus & Company and reflects the seller’s intent to dispose of these shares in the open market.

How were the ONB shares in this Form 144 acquired?

The securities relate to phantom shares of ONB common stock acquired on December 15, 2025 through participation in the ONB Executive Deferred Compensation Plan. They were funded via bi-weekly payroll deductions, indicating compensation-linked accumulation rather than a single cash purchase.

When is the ONB share sale expected to occur under this notice?

The approximate sale date disclosed is February 4, 2026. This date indicates when the seller expects to begin selling the 31,231 ONB common shares on NASDAQ, subject to market conditions and applicable Rule 144 requirements for such sales.

How large is this ONB Form 144 sale versus shares outstanding?

The filing lists 389,676,417 ONB common shares outstanding and a proposed sale of 31,231 shares. This provides context for the sale’s scale relative to the total share count reported in the notice for the issuer’s common stock.

Does the ONB Form 144 mention any undisclosed negative information?

The signer represents they do not know any material adverse information about ONB’s current or prospective operations that has not been publicly disclosed. This representation is a standard part of the notice relating to the planned share sale.

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

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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	0001605637
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	JAMES A SANDGREN
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	CHIEF EXECUTIVE OFFICER, COMMERCIAL BANKING

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	STIFEL NICOLAS & COMPANY, INC. 3835 PGA BLVD SUITE 701 PALM BEACH GARDENS FL 33410	31231	798782.00	389676417	02/04/2026	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	12/15/2025	Phantom shares of common stock acquired pursuant to participation in the ONB Executive Deferred Compensation Plan	ISSUER			31231	12/15/2025	Bi-weekly Payroll Deductions

* 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

Nothing to Report

144: Remarks and Signature

Remarks	Shares acquired through bi-weekly payroll contributions to the ONB Executive Deferred Compensation Plan for the period from 1/12/2018 through 12/15/2025. Shares were sold for estate planning and securities portfolio diversification purposes.
Date of Notice	02/04/2026
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 JAMES A SANDGREN
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)