Old National Bancorp (ONB) CRO nets stock award after tax withholding

Rhea-AI Filing Summary

Old National Bancorp chief risk officer Scott J. Evernham reported compensatory stock activity. On March 1, 2026, he surrendered 5,618 shares of common stock at $23.10 per share to cover tax withholding when previously granted restricted stock vested.

On the same date, he received a new restricted stock award of 11,346 shares, reported at a grant price of $0.00. After these transactions, his directly held common stock position was 140,666 shares. He also reported indirect holdings, including 540 shares in an ONB employee stock ownership and savings plan and 200 shares held as custodian for each of three 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
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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)
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		5,618(1)	D	$23.1	129,320	D
Common Stock	03/01/2026		A		11,346(2)	A	$0	140,666	D
Common Stock								540	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 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 Scott J. Evernham	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) report for Scott J. Evernham?

Old National Bancorp reported that chief risk officer Scott J. Evernham surrendered 5,618 shares to cover tax withholding and received a restricted stock award of 11,346 shares. These transactions reflect stock-based compensation rather than open-market buying or selling activity.

How many Old National Bancorp (ONB) shares did Scott J. Evernham surrender for taxes?

Scott J. Evernham surrendered 5,618 shares of Old National Bancorp common stock at $23.10 per share. The footnotes state these shares were delivered to satisfy tax withholding obligations tied to the vesting of a previously granted restricted stock award.

What new restricted stock award did Scott J. Evernham receive from Old National Bancorp (ONB)?

Scott J. Evernham received a restricted stock award of 11,346 shares of Old National Bancorp common stock in 2026. The award was reported at a grant price of $0.00 per share, consistent with stock grants made as part of executive compensation plans.

What is Scott J. Evernham’s direct Old National Bancorp (ONB) share ownership after these transactions?

After the reported transactions, Scott J. Evernham directly owned 140,666 shares of Old National Bancorp common stock. This figure incorporates both the tax-withholding share surrender and the new restricted stock award granted on March 1, 2026.

What indirect Old National Bancorp (ONB) holdings are associated with Scott J. Evernham?

Indirectly, Scott J. Evernham reported 540 shares in the ONB Employee Stock Ownership and Savings Plan 401(k). He also reported 200 shares each held as custodian for three daughters, reflecting additional beneficial interests outside his direct personal account.

Did the Old National Bancorp (ONB) Form 4 show open-market buying or selling by Scott J. Evernham?

The Form 4 did not show open-market purchases or sales. Instead, it reported a tax-withholding share surrender and a new restricted stock grant, which are typical components of stock-based executive compensation programs rather than discretionary trading activity.