Stock grant and tax withholding for Old National Bancorp (ONB) CLO

Rhea-AI Filing Summary

Old National Bancorp Chief Legal Officer and Corporate Secretary Nicholas J. Chulos reported a mix of equity transactions in company common stock. He surrendered 5,220 shares at $23.10 per share to cover tax withholding on the vesting of a previously granted restricted stock award. He also received a new 10,340-share restricted stock award in 2026 at no cost. After these direct transactions, his directly held common stock position was 63,152 shares, in addition to indirect holdings through a 401(k) plan and family trusts.

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)
03/01/2026

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	03/01/2026		F		5,220(1)	D	$23.1	52,812	D
Common Stock	03/01/2026		A		10,340(2)	A	$0	63,152	D
Common Stock								13,841	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. 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 previously granted restricted stock award.

2. Reflects a restricted stock award granted in 2026.

	/s/ Sharon K. Brantley, Paralegal, Attorney-in-Fact for Nicholas J. Chulos	03/03/2026
	** 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 transactions did ONB executive Nicholas J. Chulos report?

Nicholas J. Chulos reported surrendering 5,220 Old National Bancorp shares to cover tax withholding and receiving a 10,340-share restricted stock award. Both transactions involved common stock and occurred on March 1, 2026, reflecting routine equity compensation activity.

Was the ONB Form 4 transaction a market sale or purchase?

The Form 4 for Old National Bancorp shows no open-market buy or sell. Shares were surrendered to satisfy tax withholding on vested restricted stock, and a new restricted stock award was granted, both typical equity compensation events rather than discretionary trading.

How many ONB shares did Nicholas J. Chulos surrender for taxes?

Nicholas J. Chulos surrendered 5,220 shares of Old National Bancorp common stock at $23.10 per share. The surrendered shares were used to cover tax withholding obligations when previously granted restricted stock vested, according to the Form 4 and its accompanying footnote disclosure.

What stock award did the ONB Chief Legal Officer receive?

The Chief Legal Officer received a restricted stock award of 10,340 shares of Old National Bancorp common stock. The grant was made in 2026 at a stated price of $0.00 per share, reflecting a typical equity compensation grant rather than a cash purchase on the open market.

What is Nicholas J. Chulos’ direct ONB share ownership after the transactions?

After the reported transactions, Nicholas J. Chulos directly owned 63,152 shares of Old National Bancorp common stock. The Form 4 also notes additional indirect holdings through a company 401(k) plan and family trusts, which are reported separately from his direct ownership position.

How are ONB shares held indirectly by Nicholas J. Chulos reported?

Indirect Old National Bancorp holdings for Nicholas J. Chulos are reported separately as shares held through the ONB Employee Stock Ownership and Savings Plan 401(k) and through trusts, including one for his spouse. These indirect positions are classified as indirect ownership on the Form 4.