[Form 4] OLD NATIONAL BANCORP /IN/ Insider Trading Activity

Rhea-AI Filing Summary

Old National Bancorp (ONB) director reports additional phantom stock units tied to deferred fees. Director Stephen C. Van Arsdell reported derivative holdings in phantom stock under two deferred compensation plans. One position reflects 15,959 phantom stock units credited under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, each tracking one share of Old National Bancorp common stock and payable in cash under that plan’s terms. A new transaction on 11/13/2025 added 4,815 phantom stock units through the Old National Bancorp Directors Deferred Compensation Plan at $20.7684 per unit, representing an equal number of ONB common shares for tracking purposes and also payable in cash. The footnotes note additional units accumulated between September 17, 2024 and September 15, 2025 via dividend reinvestment and deferral of the equity portion of 2025 annual director compensation.

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^*

Van Arsdell Stephen C

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

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

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
Phantom Stock FMBI NQ Def Comp Plan-Non-Employee Directors	(1)							(1)	(1)	Common Stock	15,959		15,959(2)	D
Phantom Stock ONB Directors Deferred Compensation Plan	(3)	11/13/2025		A		4,815(4)		(3)	(3)	Common Stock	4,815	$20.7684	16,751(5)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "FMBI Plan") as a result of the deferral of quarterly directors fees paid to the participant. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the FMBI Plan.

2. Between September 17, 2024 and September 15, 2025, the Reporting Person acquired 405 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the FMBI Plan.

3. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of quarterly directors fees paid to the participant. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan.

4. Represents shares of phantom stock acquired pursuant to the Plan as a result of the deferral of the equity portion of the Reporting Person's 2025 annual director compensation.

5. Between September 17, 2024 and September 15, 2025, the Reporting Person acquired 303 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

	/s/ Andrea L. Stangl, Attorney-in-fact for Stephen C. Van Arsdell	11/17/2025
	** 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 Old National Bancorp (ONB) disclose in this Form 4 for its director?

The Form 4 reports that director Stephen C. Van Arsdell holds phantom stock units under two deferred compensation plans, including a new grant of 4,815 units on 11/13/2025 through the Old National Bancorp Directors Deferred Compensation Plan.

How many phantom stock units does the ONB director hold under the FMBI deferred compensation plan?

Under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the director holds 15,959 phantom stock units, each tracking one share of Old National Bancorp common stock and payable in cash according to that plan.

What is the size and price of the new phantom stock award reported by ONB?

The new award consists of 4,815 phantom stock units credited on 11/13/2025 under the Old National Bancorp Directors Deferred Compensation Plan at a price of $20.7684 per unit, representing the same number of ONB common shares for tracking purposes.

How do the ONB phantom stock units work for the reporting director?

The phantom stock units reported for the director under both plans each represent one share of Old National Bancorp common stock on a 1-for-1 basis but are payable in cash upon distribution, in accordance with the terms of the respective plans.

How were additional ONB phantom stock units accumulated over time for the director?

Footnotes state that between September 17, 2024 and September 15, 2025 the director acquired 405 units via dividend reinvestment under the FMBI plan and 303 units via dividend reinvestment under the Old National Bancorp plan, along with units from deferring the equity portion of 2025 director compensation.

Are the ONB phantom stock holdings reported as direct or indirect ownership?

Both phantom stock positions are reported as direct (D) derivative ownership of securities linked to Old National Bancorp common stock under the respective deferred compensation plans.