Old National Bancorp (ONB) executive granted 35,419 shares, withholds for tax

Rhea-AI Filing Summary

OLD NATIONAL BANCORP CEO, COMMERCIAL BANKING James A. Sandgren reported equity compensation activity and related tax withholding. He received a grant of 35,419 shares of common stock, described as an earned performance share award that includes 3,669 shares issued for accrued dividends.

To cover tax withholding on the vesting of this award, 16,846 shares were surrendered back to the issuer at $21.51 per share, which is a tax-withholding disposition rather than an open-market sale. After these transactions, he directly holds 344,179 common shares and indirectly holds 7,202 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), which reflects 48 shares acquired via dividend reinvestment between December 16, 2025 and March 16, 2026.

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^*

Sandgren James A

(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)
	CEO, COMMERCIAL BANKING

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		35,419(1)	A	$0	344,179	D
Common Stock	03/15/2026		F		16,846(2)	D	$21.51	331,002(3)	D
Common Stock								7,202(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 3,669 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 48 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 James A. Sandgren	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 transactions did ONB executive James A. Sandgren report on this Form 4?

James A. Sandgren reported an earned performance share award and related tax withholding. He received 35,419 Old National Bancorp common shares and surrendered 16,846 shares to satisfy tax obligations when the performance award vested.

How many Old National Bancorp (ONB) shares were granted to James A. Sandgren?

Sandgren was granted 35,419 shares of Old National Bancorp common stock at no cost. Footnotes state this award was earned as a performance share, including 3,669 additional shares issued for accrued dividends tied to that performance award.

Were any ONB shares sold on the open market by James A. Sandgren?

No open-market sales were reported. The 16,846 shares with code F were surrendered solely to satisfy tax withholding obligations upon vesting of the performance share award, which is a tax-withholding disposition rather than a discretionary market sale.

What are James A. Sandgren’s Old National Bancorp share holdings after these transactions?

Following the reported transactions, Sandgren directly owns 344,179 shares of Old National Bancorp common stock. He also indirectly holds 7,202 shares through the ONB Employee Stock Ownership and Savings Plan 401(k) as of the transaction date.

How did James A. Sandgren’s ONB 401(k) holdings change according to the filing?

The filing notes that between December 16, 2025 and March 16, 2026, Sandgren acquired 48 ONB shares through the dividend reinvestment feature of the Employee Stock Ownership and Savings Plan 401(k), bringing his indirect plan holdings to 7,202 shares.

Does this ONB Form 4 indicate routine compensation activity for James A. Sandgren?

Yes. The filing describes an earned performance share award and related tax withholding, both standard elements of equity compensation. There are no reported open-market purchases or sales, only award issuance, dividend-related shares, and shares surrendered for taxes.