Old National (NYSE: ONB) CEO adds 29 shares under employee stock plan

Rhea-AI Filing Summary

OLD NATIONAL BANCORP chairman and CEO James C. Ryan III recorded a small, routine insider transaction involving company common stock. He acquired 29 shares at $21.00 per share through the Old National Bancorp Employee Stock Purchase Plan, which is noted as exempt under Rule 16b-3(c).

Following this transaction, his directly held stake rose to 958,365 shares of common stock. He also reports indirect holdings of 2,730 shares through an IRA and 1,769 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), indicating that the 29-share acquisition is very small relative to his overall position.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ryan James C III

Role CHAIRMAN AND CEO

Type	Security	Shares	Price	Value
Other	Common Stock	29	$21.00	$609.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 958,365 shares (Direct); Common Stock — 2,730 shares (Indirect, by IRA)

Footnotes (1)

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Key Figures

Shares acquired: 29 shares Purchase price: $21.00 per share Direct holdings after: 958,365 shares +2 more

5 metrics

Shares acquired 29 shares Acquired under Employee Stock Purchase Plan

Purchase price $21.00 per share ESPP acquisition on 2026-03-31

Direct holdings after 958,365 shares Common stock directly owned post-transaction

Indirect IRA holdings 2,730 shares Common stock held indirectly by IRA

Indirect 401(k) holdings 1,769 shares ONB ESOP and Savings Plan 401(k)

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(c), indirect ownership, Form 4

4 terms

Employee Stock Purchase Plan financial

"Reflects shares acquired under the Old National Bancorp Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(c) regulatory

"shares acquired under the Old National Bancorp Employee Stock Purchase Plan that are exempt under Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

indirect ownership financial

"direct_or_indirect": "I", "nature_of_ownership": "by IRA""

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ryan James C III

(Last) (First) (Middle)

ONE MAIN STREET

(Street)

EVANSVILLE INDIANA 47708

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		J	V	29(1)	A	$21	958,365	D
Common Stock								2,730	I	by IRA
Common Stock								1,769	I	ONB Employee Stock Ownership and Savings Plan 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares acquired under the Old National Bancorp Employee Stock Purchase Plan that are exempt under Rule 16b-3(c).

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James C. Ryan, III	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ONB CEO James C. Ryan III report in this Form 4?

James C. Ryan III reported acquiring 29 shares of OLD NATIONAL BANCORP common stock at $21.00 per share through the company’s Employee Stock Purchase Plan, increasing his directly held stake to 958,365 shares, plus separate indirect holdings through retirement-related accounts.

How large is James C. Ryan III’s ONB shareholding after this transaction?

After the transaction, James C. Ryan III directly holds 958,365 shares of OLD NATIONAL BANCORP common stock. He also has 2,730 shares held indirectly through an IRA and 1,769 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), according to the filing.

Was the ONB CEO’s 29-share acquisition an open-market purchase?

No. The filing states the 29 shares were acquired under the Old National Bancorp Employee Stock Purchase Plan and are exempt under Rule 16b-3(c). This indicates a plan-based acquisition rather than a discretionary open-market trade in OLD NATIONAL BANCORP stock.

What does Rule 16b-3(c) exemption mean for this ONB insider transaction?

Rule 16b-3(c) generally provides an exemption from certain short-swing profit rules for plan-based acquisitions. The filing notes the 29 ONB shares were acquired under the Employee Stock Purchase Plan and are exempt under Rule 16b-3(c), framing this as a routine, compensatory transaction.

What indirect ONB holdings does James C. Ryan III report on this Form 4?

The Form 4 shows 2,730 OLD NATIONAL BANCORP shares held indirectly “by IRA” and 1,769 shares held indirectly through the ONB Employee Stock Ownership and Savings Plan 401(k), in addition to his 958,365 directly held shares of common stock reported after the transaction.