Old National Bancorp (ONB) director reports 6,508 phantom unit sale

Rhea-AI Filing Summary

Old National Bancorp director Ryan C. Kitchell reported a sale of 6,508 phantom stock units tied to the company’s common stock on December 15, 2025. These units are held under the Old National Bancorp Directors Deferred Compensation Plan and each phantom share represents one share of Old National Bancorp common stock on a 1-for-1 basis.

The phantom units were disposed of at a price of $23.0796 per underlying share, and Kitchell now directly holds 20,351 phantom stock units after the transaction. A separate plan feature also credited him with 162 shares of common stock between September 16, 2025 and December 15, 2025 through dividend reinvestment. The remarks state that the shares were sold for estate planning and securities portfolio diversification purposes.

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
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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^*

Kitchell Ryan C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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

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
Phantom Stock ONB Directors Deferred Compensation Plan	(1)	12/15/2025		S			6,508	(1)	(1)	Common Stock	6,508	$23.0796	20,351(2)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of the equity portion of the Reporting Person's director compensation. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis.

2. Between September 16, 2025 and December 15, 2025, the Reporting Person acquired 162 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

Remarks:

Shares were sold for estate planning and securities portfolio diversification purposes.

	/s/ Sharon K. Brantley, Paralegal, Attorney-in-Fact for Ryan C. Kitchell	12/16/2025
	** 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.

FAQ

What insider transaction did Old National Bancorp (ONB) disclose in this Form 4?

The filing reports that director Ryan C. Kitchell disposed of 6,508 phantom stock units linked to Old National Bancorp common stock on December 15, 2025 at $23.0796 per underlying share.

Who is the reporting person in the Old National Bancorp (ONB) Form 4 and what is their role?

The reporting person is Ryan C. Kitchell, who is identified as a Director of Old National Bancorp.

How many Old National Bancorp phantom stock units does the director hold after the reported sale?

Following the reported transaction, Ryan C. Kitchell beneficially owns 20,351 phantom stock units under the Old National Bancorp Directors Deferred Compensation Plan, held directly.

What do the phantom stock units in the Old National Bancorp Directors Deferred Compensation Plan represent?

The filing states that the shares of phantom stock acquired under the Plan represent shares of Old National Bancorp common stock on a 1-for-1 basis.

Were any Old National Bancorp (ONB) shares acquired through dividend reinvestment in this period?

Yes. The filing notes that between September 16, 2025 and December 15, 2025, the reporting person acquired 162 shares of Old National Bancorp common stock through the Plan’s dividend reinvestment feature.

What reason is given for the sale of Old National Bancorp-related shares?

The remarks section explains that the shares were sold for estate planning and securities portfolio diversification purposes.