Old National Bancorp (ONB) CFO nets shares from grant, tax surrender

Rhea-AI Filing Summary

Old National Bancorp Chief Financial Officer John V. Moran reported two stock transactions involving the company’s common stock. He surrendered 6,480 shares at $23.10 per share to cover tax withholding when previously earned restricted stock vested.

On the same date, he received a new restricted stock award of 19,923 shares granted in 2026 at no cash cost. After these transactions, he directly held 115,266 shares of Old National Bancorp common stock.

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^*

Moran John V

(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 FINANCIAL OFFICER

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		6,480(1)	D	$23.1	95,343	D
Common Stock	03/01/2026		A		19,923(2)	A	$0	115,266	D

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, as Attorney-in-Fact for John V. Moran	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 Old National Bancorp (ONB) disclose for its CFO?

Old National Bancorp’s CFO, John V. Moran, reported surrendering 6,480 common shares to cover tax withholding and receiving a 19,923-share restricted stock award, both dated March 1, 2026, leaving him with 115,266 directly held shares.

Did the Old National Bancorp (ONB) CFO buy or sell shares in this Form 4?

The CFO did not report an open-market buy or sell. He surrendered 6,480 shares to satisfy tax withholding upon vesting of restricted stock and received 19,923 shares through a new restricted stock award granted in 2026.

How many Old National Bancorp (ONB) shares does the CFO own after these transactions?

After the reported Form 4 transactions, CFO John V. Moran directly owns 115,266 shares of Old National Bancorp common stock, reflecting both the 6,480 shares surrendered for taxes and the 19,923-share restricted stock award granted in 2026.

What was the nature of the 6,480 Old National Bancorp (ONB) shares disposed by the CFO?

The 6,480 shares were not an open-market sale. They were surrendered by the CFO to satisfy tax withholding obligations triggered by the vesting of previously earned restricted stock, at a value of $23.10 per share.

What type of equity award did the Old National Bancorp (ONB) CFO receive in 2026?

The CFO received a restricted stock award in 2026 totaling 19,923 shares of Old National Bancorp common stock. This grant was reported at a price per share of $0.00, reflecting its nature as an equity award rather than a market purchase.

Are the Old National Bancorp (ONB) CFO’s reported holdings direct or indirect?

The Form 4 indicates that all reported holdings and transactions for the CFO are classified as direct ownership. The transactions list ownership type and code as direct, with no footnotes describing indirect entities like trusts or partnerships.