Old National (ONB) CAO gets stock award, uses shares for taxes

Rhea-AI Filing Summary

OLD NATIONAL BANCORP (ONB) reported a routine equity compensation event for its Chief Administrative Officer, Kendra L. Vanzo. She received a grant of 18,547 shares of common stock as an earned performance share award, including 1,921 shares issued for accrued dividends.

To cover tax withholding on the vesting, 8,846 shares were surrendered back to the company at $21.51 per share rather than sold on the open market, leaving a net 9,701 shares added to her direct holdings. After these entries, she holds 146,059 shares directly, plus indirect holdings of 1,045 shares in an IRA and 6,696 shares through the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k), which recently added 44 shares via dividend reinvestment.

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^*

Vanzo Kendra L

(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 ADMINISTRATIVE OFFICER

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		18,547(1)	A	$0	152,984	D
Common Stock	03/15/2026		F		8,846(2)	D	$21.51	146,059(3)	D
Common Stock								1,045	I	by IRA
Common Stock								6,696(4)	I	ONB Employee Stock Ownership and Savings Plan 401(k)

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 1,921 shares of the Issuer's common stock issued for the accrued dividends on the performance share award.

4. Between December 16, 2025 and March 16, 2026, the Reporting Person acquired 44 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k).

	/s/ Andrea L. Stangl, as Attorney-In-Fact for Kendra L. Vanzo	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 did ONB insider Kendra Vanzo report in this Form 4 filing?

Kendra Vanzo reported an earned performance share award of 18,547 ONB common shares. A portion was surrendered to satisfy tax withholding upon vesting, and her updated direct and indirect share holdings in Old National Bancorp were disclosed in detail.

How many Old National Bancorp (ONB) shares were granted to Kendra Vanzo?

She was granted 18,547 ONB common shares as an earned performance share award. This total includes 1,921 shares issued for accrued dividends associated with the award, as noted in the filing’s footnotes describing the composition of the granted stock.

How were taxes handled on Kendra Vanzo’s ONB performance share vesting?

To satisfy tax withholding obligations on the vested performance shares, 8,846 ONB shares were surrendered back to the issuer at $21.51 per share. This tax-withholding disposition is not an open-market sale but a mechanism to cover income tax liabilities.

What are Kendra Vanzo’s current direct ONB share holdings after this Form 4?

Following the grant and tax-withholding surrender, Kendra Vanzo directly owns 146,059 shares of Old National Bancorp common stock. This figure reflects her updated direct ownership position after all reported non-derivative transactions on the stated transaction date.

What indirect Old National Bancorp (ONB) holdings does Kendra Vanzo report?

She reports 1,045 ONB shares held indirectly through an IRA and 6,696 shares through the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k). Between December 16, 2025 and March 16, 2026, 44 of the 401(k) shares came from dividend reinvestment.

Is the tax-withholding share disposition in this ONB Form 4 an open-market sale?

No. The filing states 8,846 ONB shares were surrendered to cover tax withholding upon vesting of a performance share award. This F-code transaction is a tax-withholding disposition, not a discretionary open-market sale of shares by the reporting person.