Old National Bancorp CEO acquires 26 shares via plan

Separate from his direct position, the chairman and CEO reported 2,730 shares held by IRA and 1,789 shares through the employee stock ownership and savings plan.

Rhea-AI Filing Summary

James C. Ryan III, Old National Bancorp’s chairman and CEO, acquired 26 common shares on September 30, 2026, under the company’s Employee Stock Purchase Plan at $23.41 per share; the shares are described as exempt under Rule 16b-3(c). His direct holdings following the transaction were 958,415 shares. Separately reported indirect holdings included 2,730 shares by IRA and 1,789 shares through the Employee Stock Ownership and Savings Plan 401(k). No Rule 10b5-1 plan is reported.

Insider Trade Summary

Other: 26 shares

Other 3 txns

Insider Ryan James C III

Role CHAIRMAN AND CEO

Type	Security	Shares	Price	Value
Other	Common Stock F1	26	$23.41	$608.66
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 958,415 shares (Direct); Common Stock — 2,730 shares (Indirect, by IRA); Common Stock — 1,789 shares (Indirect, ONB Employee Stock Ownership and Savings Plan 401(k))

Footnotes (2)

1. F1. Reflects shares acquired under the Old National Bancorp Employee Stock Purchase Plan that are exempt under Rule 16b-3(c).
2. F2. Between June 16, 2026 and September 15, 2026, the Reporting Person acquired 10 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).

Key Figures

Common shares acquired: 26 shares Price per share: $23.41 per share Direct common shares following transaction: 958,415 shares +3 more

6 metrics

Common shares acquired 26 shares September 30, 2026; Employee Stock Purchase Plan

Price per share $23.41 per share Acquisition on September 30, 2026

Direct common shares following transaction 958,415 shares Following the transaction on September 30, 2026

Indirect common shares by IRA 2,730 shares Reported holding on September 30, 2026

Indirect common shares through Employee Stock Ownership and Savings Plan 401(k) 1,789 shares Reported holding on September 30, 2026

Common shares acquired through dividend reinvestment 10 shares Between June 16, 2026 and September 15, 2026

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(c), dividend reinvestment feature, Employee Stock Ownership and Savings Plan 401(k)

4 terms

Employee Stock Purchase Plan financial

"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 ... 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.

dividend reinvestment feature financial

"pursuant to the dividend reinvestment feature"

Employee Stock Ownership and Savings Plan 401(k) financial

"Old National Bancorp Employee Stock Ownership and Savings Plan 401(k)"

FAQ

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

How many ONB shares did the chairman and CEO acquire?

James C. Ryan III, Old National Bancorp’s chairman and CEO, acquired 26 common shares on September 30, 2026, at $23.41 per share under the Employee Stock Purchase Plan. The shares are described as exempt under Rule 16b-3(c), and no Rule 10b5-1 plan is reported.

What ONB shares did the chairman and CEO hold after the transaction?

His direct common-stock holdings following the transaction were 958,415 shares. Separately reported indirect holdings were 2,730 shares by IRA and 1,789 shares through the Employee Stock Ownership and Savings Plan 401(k).

Did the ONB chairman and CEO acquire shares through the company 401(k) plan?

Between June 16, 2026 and September 15, 2026, James C. Ryan III acquired 10 Old National Bancorp common shares pursuant to the dividend reinvestment feature of the company’s Employee Stock Ownership and Savings Plan 401(k).

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/13/2026 - 04:54 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:54 PM EDT Learn about SEC filing dates

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)
09/30/2026

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	09/30/2026		J	V	26(1)	A	$23.41	958,415	D
Common Stock								2,730	I	by IRA
Common Stock								1,789(2)	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).

2. Between June 16, 2026 and September 15, 2026, the Reporting Person acquired 10 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/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James C. Ryan, III	10/13/2026
	** 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)