Old National Bancorp (NYSE: ONB) CRO reports small stock purchase filing

Rhea-AI Filing Summary

Old National Bancorp’s chief risk officer, Scott J. Evernham, reported a small increase in his ownership of the company’s common stock. On December 31, 2025, a transaction coded “J” shows the acquisition of 42 shares at $21.195 per share, bringing his directly held stake to 134,938 shares. Footnotes state these shares were acquired under the Old National Bancorp Employee Stock Purchase Plan and are exempt under Rule 16b-3(c), and that additional shares were accumulated earlier in the period through dividend reinvestment plans.

He also reports indirect beneficial ownership of 540 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), and 200 shares each in three custodial accounts for his daughters.

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^*

Evernham Scott 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 RISK OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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
Common Stock	12/31/2025		J	V	42(1)	A	$21.195	134,938(2)	D
Common Stock								540(3)	I	ONB Employee Stock Ownership and Savings Plan 401(k)
Common Stock								200	I	Custodian for Aliza Kaye Evernham, Daughter
Common Stock								200	I	Custodian for Lucia Joelle Evernham, Daughter
Common Stock								200	I	Custodian for Mora Evlynn Evernham, Daughter

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 September 16, 2025 and December 15, 2025, the Reporting Person acquired 4 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Stock Purchase and Dividend Reinvestment Plan.

3. Between September 16, 2025 and December 15, 2025, the Reporting Person acquired 3 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the ONB Employee Stock Ownership and Savings Plan 401(k).

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for Scott J. Evernham	01/13/2026
	** 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.

FAQ

What insider transaction did ONB’s chief risk officer report?

Scott J. Evernham, chief risk officer of Old National Bancorp, reported acquiring 42 shares of ONB common stock on December 31, 2025 in a transaction coded “J,” at a price of $21.195 per share.

How many Old National Bancorp (ONB) shares does the insider own after this Form 4?

After the reported transaction, Scott J. Evernham beneficially owns 134,938 shares of Old National Bancorp common stock directly, plus additional indirect holdings.

What indirect ONB share holdings are reported on this Form 4?

The filing lists indirect ownership of 540 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), and 200 shares each in three custodial accounts for his daughters.

How were some of the ONB shares acquired according to the footnotes?

Footnotes explain that the 42 shares were acquired under the Old National Bancorp Employee Stock Purchase Plan, and that between September 16, 2025 and December 15, 2025 he also acquired 4 shares via the Stock Purchase and Dividend Reinvestment Plan and 3 shares through the ONB 401(k) dividend reinvestment feature.

What does the transaction code “J” mean in this ONB Form 4?

The Form 4 uses transaction code “J” for the 42-share acquisition, indicating another type of acquisition as defined by SEC instructions, with the footnote clarifying it relates to the Employee Stock Purchase Plan.

What is the role of the reporting person in Old National Bancorp (ONB)?

The reporting person, Scott J. Evernham, is an officer of Old National Bancorp, serving as CHIEF RISK OFFICER, and is not listed as a director or 10% owner.