Old National (ONB) CEO awarded 185,657 shares, surrenders stock for taxes

Rhea-AI Filing Summary

OLD NATIONAL BANCORP Chairman and CEO James C. Ryan III reported equity compensation activity involving the company’s common stock. He received a grant of 185,657 shares as an earned performance share award, which includes 19,233 shares issued for accrued dividends on that award. To cover tax withholding obligations upon vesting, he surrendered 88,601 shares at a value of $21.51 per share. Following these transactions, he directly holds 958,336 shares of common stock, with additional indirect holdings of 2,730 shares through an IRA and 1,769 shares through the ONB Employee Stock Ownership and Savings Plan 401(k).

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

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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^*

Ryan James C III

(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
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

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		185,657(1)	A	$0	1,027,704	D
Common Stock	03/15/2026		F		88,601(2)	D	$21.51	958,336(3)	D
Common Stock								2,730	I	by IRA
Common Stock								1,769(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 19,233 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 11 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the ONB Employee Stock Ownership and Savings Plan 401(k).

	/s/ Andrea L. Stangl, as Attorney-In-Fact for James C. Ryan, III	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ONB CEO James C. Ryan III report?

James C. Ryan III reported receiving a grant of 185,657 ONB common shares as an earned performance share award. He also surrendered 88,601 shares at $21.51 each to satisfy tax withholding obligations when the award vested, leaving a substantial ongoing ownership stake.

How many OLD NATIONAL BANCORP (ONB) shares does the CEO hold after this Form 4?

After these transactions, the CEO directly owns 958,336 ONB common shares. He also has indirect holdings of 2,730 shares via an IRA and 1,769 shares through the ONB Employee Stock Ownership and Savings Plan 401(k), reflecting significant continuing equity exposure.

Was the ONB CEO’s Form 4 transaction an open-market purchase or sale?

The Form 4 shows no open-market purchase or sale by the CEO. It records an earned performance share award of 185,657 shares and a related surrender of 88,601 shares solely to cover tax withholding obligations upon vesting, a common compensation-related mechanism.

What does the 88,601-share tax withholding in ONB’s Form 4 represent?

The 88,601 ONB shares represent stock surrendered to satisfy tax withholding when the performance share award vested. This disposition, priced at $21.51 per share, is characterized as payment of tax liability rather than a discretionary market sale of shares by the executive.

How were dividends treated in the ONB CEO’s performance share award?

The filing notes that 19,233 ONB common shares were issued for accrued dividends on the performance share award. Instead of cash, these accumulated dividends were delivered as additional shares, increasing the total number of shares received under the long-term incentive arrangement.