ONB (ONB) CEO logs tax-withholding share surrender and 66,794-share grant

Rhea-AI Filing Summary

OLD NATIONAL BANCORP chairman and CEO James C. Ryan III reported offsetting stock transactions involving company common stock. On March 1, 2026, he disposed of 29,518 shares at $23.10 per share through a tax-withholding disposition to cover taxes on vested restricted stock, as noted in a footnote.

On the same date, he acquired 66,794 shares of common stock as a restricted stock award granted in 2026 at no cash cost. After these transactions, he directly held 842,047 shares, with additional indirect holdings of 2,730 shares in an IRA and 1,758 shares in 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

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^*

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)
03/01/2026

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	03/01/2026		F		29,518(1)	D	$23.1	775,253	D
Common Stock	03/01/2026		A		66,794(2)	A	$0	842,047	D
Common Stock								2,730	I	by IRA
Common Stock								1,758	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. 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 previously granted restricted stock award.

2. Reflects a restricted stock award granted in 2026.

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James C. Ryan, III	03/03/2026
	** 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’s CEO report on March 1, 2026?

ONB’s CEO James C. Ryan III reported two offsetting stock movements on March 1, 2026. He surrendered 29,518 shares to cover tax withholding and received a 66,794-share restricted stock award, both involving Old National Bancorp common stock.

Was the ONB CEO’s March 2026 stock disposal an open-market sale?

The March 2026 stock disposal was not an open-market sale. It was a tax-withholding disposition, where 29,518 shares were surrendered to satisfy taxes owed on a previously granted restricted stock award that had vested.

How many ONB shares did the CEO receive in his 2026 restricted stock award?

The CEO received 66,794 shares in a 2026 restricted stock award. These shares were granted at no cash cost to him, increasing his direct ownership position in Old National Bancorp common stock as of the reported date.

What is James C. Ryan III’s ONB share ownership after these transactions?

After these transactions, he directly held 842,047 ONB common shares. He also had indirect ownership of 2,730 shares through an IRA and 1,758 shares through the ONB Employee Stock Ownership and Savings Plan 401(k).

How does the Form 4 describe the ONB CEO’s tax-withholding transaction?

The Form 4 describes the transaction as a tax-withholding disposition. Specifically, 29,518 shares were surrendered to satisfy tax obligations when shares from a previously granted restricted stock award vested, rather than being sold on the open market.