Old National Bancorp (ONB) banking CEO gets share award, withholds shares for tax

Rhea-AI Filing Summary

OLD NATIONAL BANCORP executive Brent R. Tischler, CEO, Community Banking, reported an equity compensation event. He received a grant of 17,310 shares of common stock as an earned performance share award, which includes 1,793 shares issued for accrued dividends.

To cover tax withholding on the vesting, 8,807 shares were surrendered back to the company at $21.51 per share. After these transactions, Tischler directly holds 51,915 shares of Old National 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^*

TISCHLER BRENT R

(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)
	CEO, COMMUNITY BANKING

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		17,310(1)	A	$0	58,929	D
Common Stock	03/15/2026		F		8,807(2)	D	$21.51	51,915(3)	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. Earned performance share award.

2. 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 performance share award.

3. Includes 1,793 shares of the Issuer's common stock issued for the accrued dividends on the performance share award.

	/s/ Andrea L. Stangl, Attorney-in-Fact for Brent R. Tischler	03/17/2026
	** 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 Brent R. Tischler report for OLD NATIONAL BANCORP (ONB)?

Brent R. Tischler reported a stock-based compensation event. He received 17,310 shares of Old National common stock as an earned performance share award and surrendered 8,807 shares to satisfy tax withholding obligations tied to that vesting.

How many OLD NATIONAL BANCORP (ONB) shares were granted to Brent Tischler?

Brent Tischler was granted 17,310 ONB common shares. The award is described as an earned performance share award and includes 1,793 additional shares issued for accrued dividends associated with that performance share award.

Why did Brent Tischler dispose of OLD NATIONAL BANCORP (ONB) shares in this Form 4?

The disposition was for tax withholding, not an open-market sale. The filing states 8,807 shares of ONB common stock were surrendered to satisfy tax withholding obligations when the performance share award vested.

What is Brent Tischler’s OLD NATIONAL BANCORP (ONB) shareholding after the reported transactions?

After the transactions, Brent Tischler directly holds 51,915 ONB shares. This total reflects the vested performance share award, including dividend shares, net of the shares surrendered to cover tax withholding obligations.

How were dividend accruals handled in Brent Tischler’s OLD NATIONAL BANCORP (ONB) award?

The award includes shares for accrued dividends. The filing notes that 1,793 shares of ONB common stock were issued in connection with accrued dividends on the performance share award, increasing the total shares delivered at vesting.