Trusts linked to Old National Bancorp (ONB) CLO sell ONB shares for planning

Rhea-AI Filing Summary

Old National Bancorp Chief Legal Officer Nicholas J. Chulos reported two indirect sales of Old National Bancorp common stock on February 3, 2026. A trust for his spouse and a separate trust each sold 15,000 shares at $25.0499 per share.

After these transactions, the trust for his spouse held 20,439 shares, and the other trust held 20,438 shares, both reported as indirect ownership. Chulos also reported 58,032 shares held directly and 13,841 shares held through the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k). Between March 18, 2025 and December 15, 2025, he acquired 262 shares through the plan’s dividend reinvestment feature. The sales were described as for estate planning and portfolio diversification purposes.

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^*

Chulos Nicholas 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 Legal Officer & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		S		15,000	D	$25.0499	20,439	I	By Trust for Spouse
Common Stock	02/03/2026		S		15,000	D	$25.0499	20,438	I	By Trust
Common Stock								13,841(1)	I	ONB Employee Stock Ownership and Savings Plan 401(k)
Common Stock								58,032	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. Between March 18, 2025 and December 15, 2025, the Reporting Person acquired 262 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).

Remarks:

Shares were sold for estate planning and securities portfolio diversification purposes.

	/s/ Andrea L. Stangl, Attorney-in-Fact for Nicholas J. Chulos	02/05/2026
	** 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 ONB Chief Legal Officer Nicholas Chulos report?

Nicholas J. Chulos reported two indirect sales of Old National Bancorp common stock on February 3, 2026. A trust for his spouse and another trust each sold 15,000 shares at $25.0499 per share for estate planning and portfolio diversification purposes.

How many ONB shares do the reporting person’s trusts hold after the February 3, 2026 sales?

After the February 3, 2026 sales, a trust for Nicholas J. Chulos’s spouse held 20,439 Old National Bancorp shares, while another trust held 20,438 shares. Both positions are reported as indirect ownership interests tied to the Chief Legal Officer of Old National Bancorp.

What direct ONB shareholdings does Nicholas Chulos report on this Form 4?

Nicholas J. Chulos reports direct ownership of 58,032 Old National Bancorp common shares. In addition, he reports 13,841 shares held through the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k), which is shown as an indirect ownership position in the filing.

At what price were the ONB shares sold in the reported insider transactions?

Each of the reported insider sales was executed at $25.0499 per share of Old National Bancorp common stock. Two separate trusts associated with Nicholas J. Chulos each sold 15,000 shares at this same per-share price on February 3, 2026, according to the Form 4.

What reason was given for the ONB share sales linked to Nicholas Chulos?

The filing states that the Old National Bancorp shares were sold for estate planning and securities portfolio diversification purposes. This explanation appears in the remarks section and applies to the February 3, 2026 sales by the trusts associated with Nicholas J. Chulos.

Did Nicholas Chulos acquire additional ONB shares through a dividend reinvestment plan?

Yes. The filing notes that between March 18, 2025 and December 15, 2025, Nicholas J. Chulos acquired 262 Old National Bancorp shares. These were obtained via dividend reinvestment under the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k).