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Old National Bancorp (ONB) CLO granted shares, surrenders portion for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Old National Bancorp’s Chief Legal Officer and Corporate Secretary, Nicholas J. Chulos, reported an equity compensation award and related tax withholding in company stock. He received a grant of 13,910 shares of common stock at no cost as an earned performance share award, which includes 1,440 shares issued for accrued dividends. To cover tax obligations upon vesting, 4,958 shares were surrendered back to the company at a price of $21.51 per share, a non–open-market, tax-withholding disposition. After these transactions, he directly holds 73,544 shares. He also reports indirect holdings of 13,934 shares in the ONB Employee Stock Ownership and Savings Plan 401(k), 20,439 shares held by a trust for his spouse, and 20,438 shares held by a trust.

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Insider Chulos Nicholas J
Role Chief Legal Officer & Corp Sec
Type Security Shares Price Value
Grant/Award Common Stock 13,910 $0.00 --
Tax Withholding Common Stock 4,958 $21.51 $107K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 77,062 shares (Direct); Common Stock — 13,934 shares (Indirect, ONB Employee Stock Ownership and Savings Plan 401(k))
Footnotes (1)
  1. Earned performance share award. Reflects shares of the Issuer's common stock surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of shares earned under a performance share award. Includes 1,440 shares of the Issuer's common stock issued for the accrued dividends on the performance share award. Between December 16, 2025 and March 16, 2026, the Reporting Person acquired 93 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Old National Bancorp Employee Stock Ownership and Savings Plan 401(K).
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*
Chulos Nicholas J
(Last) (First) (Middle)
ONE MAIN STREET
(Street)
EVANSVILLE IN 47708
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer & Corp Sec
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 03/15/2026 A 13,910(1) A $0 77,062 D
Common Stock 03/15/2026 F 4,958(2) D $21.51 73,544(3) D
Common Stock 13,934(4) I ONB Employee Stock Ownership and Savings Plan 401(k)
Common Stock 20,439 I By Trust for Spouse
Common Stock 20,438 I By Trust
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. Earned performance share award.
2. Reflects shares of the Issuer's common stock surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of shares earned under a performance share award.
3. Includes 1,440 shares of the Issuer's common stock issued for the accrued dividends on the performance share award.
4. Between December 16, 2025 and March 16, 2026, the Reporting Person acquired 93 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Old National Bancorp Employee Stock Ownership and Savings Plan 401(K).
/s/ Andrea L. Stangl, Attorney-in-Fact for Nicholas J. Chulos 03/17/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nicholas J. Chulos report for OLD NATIONAL BANCORP (ONB)?

Nicholas J. Chulos reported receiving 13,910 shares of Old National Bancorp common stock as an earned performance share award, then surrendering 4,958 shares at $21.51 each to satisfy tax withholding obligations upon vesting. These are compensation and tax-related entries, not open-market trades.

How many OLD NATIONAL BANCORP (ONB) shares does Nicholas J. Chulos hold directly after this Form 4?

Following the reported award and tax withholding, Nicholas J. Chulos directly holds 73,544 shares of Old National Bancorp common stock. This reflects his post-transaction direct ownership, separate from additional indirect holdings reported through retirement and trust accounts.

What was the nature of the 13,910-share award to Nicholas J. Chulos at OLD NATIONAL BANCORP (ONB)?

The 13,910-share award to Nicholas J. Chulos was an earned performance share award granted at no cost, including 1,440 shares issued for accrued dividends. This represents stock-based compensation tied to performance, rather than an open-market stock purchase.

Why were 4,958 OLD NATIONAL BANCORP (ONB) shares surrendered by Nicholas J. Chulos?

Nicholas J. Chulos surrendered 4,958 shares of Old National Bancorp common stock at $21.51 per share to cover tax withholding obligations when his performance share award vested. This F-code transaction is a tax-withholding disposition, not a discretionary sale in the open market.

What indirect OLD NATIONAL BANCORP (ONB) holdings does Nicholas J. Chulos report on this Form 4?

Nicholas J. Chulos reports indirect ownership of 13,934 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), 20,439 shares held by a trust for his spouse, and 20,438 shares held by a trust, in addition to his direct holdings of 73,544 shares.

How did dividends affect Nicholas J. Chulos’s OLD NATIONAL BANCORP (ONB) share awards?

The filing notes that 1,440 shares of Old National Bancorp common stock were issued for accrued dividends on the performance share award. It also states that 93 shares were acquired between December 16, 2025 and March 16, 2026 through dividend reinvestment in the 401(k) plan.