Old National (ONB) CFO granted 12,363 shares, surrenders 6,144 for tax

Rhea-AI Filing Summary

Old National Bancorp’s Chief Financial Officer John V. Moran reported a compensation-related stock transaction. He received a grant of 12,363 shares of common stock as an earned performance share award, which includes 1,279 shares issued for accrued dividends. To cover tax withholding obligations upon vesting of this performance share award, 6,144 shares were surrendered back to the company at a price of $21.51 per share, a non-market, tax-withholding disposition. After these transactions, Moran directly holds 122,764 shares of Old National Bancorp 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
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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^*

Moran John V

(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 FINANCIAL 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		12,363(1)	A	$0	127,629	D
Common Stock	03/15/2026		F		6,144(2)	D	$21.51	122,764(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 1,279 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 John V. Moran	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 Old National Bancorp (ONB) CFO John Moran report?

Old National Bancorp CFO John V. Moran reported a stock-based compensation event. He received 12,363 common shares from an earned performance share award, then surrendered 6,144 shares to satisfy related tax withholding, resulting in a net increase in his direct holdings.

How many Old National Bancorp shares were granted to CFO John Moran in this Form 4?

John Moran was granted 12,363 shares of Old National Bancorp common stock. This grant is described as an earned performance share award and includes 1,279 additional shares issued for accrued dividends tied to that performance award, all treated as stock-based compensation.

Why did Old National Bancorp CFO John Moran dispose of 6,144 shares in this filing?

The 6,144 shares disposed of by John Moran were surrendered solely to cover tax withholding obligations. The filing states these shares were delivered upon vesting of the performance share award at $21.51 per share, rather than being sold in an open-market transaction.

What is John Moran’s Old National Bancorp shareholding after the reported transactions?

Following the reported grant and tax-withholding surrender, John Moran directly holds 122,764 shares of Old National Bancorp common stock. This figure reflects his position after receiving the performance share award and surrendering a portion of shares to meet tax obligations.

What do the footnotes in John Moran’s Old National Bancorp Form 4 explain?

The footnotes explain that the 12,363-share award is an earned performance share grant, that 6,144 shares were surrendered to cover tax withholding, and that 1,279 of the granted shares represent common stock issued for dividends accrued on the performance share award.