ONB director sells 4,003 phantom stock units

OLD NATIONAL BANCORP director Ryan C. Kitchell reported an open-market sale of phantom stock units tied to company shares.

Accepted by SEC EDGAR 02/24/2026 - 05:57 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

OLD NATIONAL BANCORP director Ryan C. Kitchell reported an open-market sale of phantom stock units tied to company shares. He sold 4,003 units of phantom stock under the Old National Bancorp Directors Deferred Compensation Plan at a price of $25.01 per unit. After this transaction, he holds 16,348 phantom stock units representing an equivalent number of Old National Bancorp common shares on a 1-for-1 basis.

Insider Trade Summary

Net Seller: 4,003 shares

Net Sell 1 txn

Insider Kitchell Ryan C

Role Director

Sold 4,003 shs ($100K)

Type	Security	Shares	Price	Value
Sale	Phantom Stock ONB Directors Deferred Compensation Plan	4,003	$25.01	$100K

Holdings After Transaction: Phantom Stock ONB Directors Deferred Compensation Plan — 16,348 contracts (Direct)

Footnotes (1)

1. F1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of the equity portion of the Reporting Person's director compensation. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis.

FAQ

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What insider transaction did ONB director Ryan C. Kitchell report?

Ryan C. Kitchell reported selling 4,003 phantom stock units linked to Old National Bancorp common stock. The transaction was an open-market sale at $25.01 per unit under the Directors Deferred Compensation Plan, as disclosed in a Form 4 insider filing.

What security was involved in Ryan C. Kitchell’s ONB Form 4 filing?

The transaction involved phantom stock under the Old National Bancorp Directors Deferred Compensation Plan. Each phantom stock unit represents one share of Old National Bancorp common stock on a 1-for-1 basis, reflecting deferred equity compensation for the reporting person as a director.

How many ONB phantom stock units did Ryan C. Kitchell sell and at what price?

He sold 4,003 phantom stock units at a price of $25.01 per unit. These units mirror Old National Bancorp common stock on a 1-for-1 basis, and the sale was reported as an open-market transaction on Form 4.

How many ONB phantom stock units does Ryan C. Kitchell hold after the sale?

Following the reported transaction, Ryan C. Kitchell holds 16,348 phantom stock units. These units correspond 1-for-1 to Old National Bancorp common shares and arise from the deferral of the equity portion of his director compensation under the company’s plan.

What is the Old National Bancorp Directors Deferred Compensation Plan mentioned in the Form 4?

The plan allows directors to defer the equity portion of their compensation into phantom stock units. Each unit represents one share of Old National Bancorp common stock, so changes in phantom holdings track the underlying stock’s value for compensation purposes.

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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^*

Kitchell Ryan C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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
Phantom Stock ONB Directors Deferred Compensation Plan	(1)	02/20/2026		S			4,003	(1)	(1)	Common Stock	4,003	$25.01	16,348	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of the equity portion of the Reporting Person's director compensation. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis.

Remarks:

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

	/s/ Andrea L. Stangl, Attorney-in-Fact for Ryan C. Kitchell	02/24/2026
	** 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.