Old National (NASDAQ: ONB) CRO gets share award, surrenders stock for taxes

Rhea-AI Filing Summary

Old National Bancorp Chief Risk Officer Scott J. Evernham reported equity compensation activity in the company’s common stock. He received a grant of 13,910 shares as an earned performance share award, with no cash price per share listed for the grant.

To cover tax withholding obligations upon vesting of this performance share award, 6,800 shares were surrendered at $21.51 per share, which is a non-market, tax-related disposition rather than an open-market sale. After these transactions, he directly holds 149,220 shares of common stock, plus additional indirect holdings through a 401(k) plan and custodial accounts for his daughters.

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^*

Evernham Scott J

(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 RISK 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		13,910(1)	A	$0	154,576	D
Common Stock	03/15/2026		F		6,800(2)	D	$21.51	149,220(3)(4)	D
Common Stock								544(5)	I	ONB Employee Stock Ownership and Savings Plan 401(k)
Common Stock								200	I	Custodian for Aliza Kaye Evernham, Daughter
Common Stock								200	I	Custodian for Lucia Joelle Evernham, Daughter
Common Stock								200	I	Custodian for Mora Evlynn Evernham, Daughter

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 1,440 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 4 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Stock Purchase and Dividend Reinvestment Plan.

5. Between December 16, 2025 and March 16, 2026, the Reporting Person acquired 4 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, Attorney-in-fact for Scott J. Evernham	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.
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FAQ

What did ONB’s Chief Risk Officer report in this Form 4 filing?

Old National Bancorp’s Chief Risk Officer reported an earned performance share award and related tax withholding. He received 13,910 common shares and surrendered 6,800 shares to cover tax obligations, reflecting routine equity compensation rather than open-market trading activity.

How many ONB shares did Scott J. Evernham receive as an award?

Scott J. Evernham received 13,910 shares of Old National Bancorp common stock as an earned performance share award. The filing notes this award was compensation-related, with no purchase price, and is separate from any market buying or selling of shares.

Why were 6,800 ONB shares surrendered by the Chief Risk Officer?

The 6,800 Old National Bancorp shares were surrendered solely to satisfy tax withholding obligations on the vested performance share award. This is a tax-withholding disposition at $21.51 per share, not an open-market sale, and is a common mechanism for handling equity award taxes.

How many ONB shares does the Chief Risk Officer hold after these transactions?

Following the reported transactions, the Chief Risk Officer directly holds 149,220 shares of Old National Bancorp common stock. He also has indirect holdings through the ONB Employee Stock Ownership and Savings Plan 401(k) and small custodial accounts for his daughters.

Does this ONB Form 4 show any open-market buying or selling?

The Form 4 for Old National Bancorp shows compensation-related equity activity and tax withholding, but no open-market purchases or sales. The grant is coded as an award, and the surrendered shares were used to pay taxes on the vested performance share award.

What do the dividend reinvestment footnotes in ONB’s Form 4 indicate?

The footnotes state that small numbers of Old National Bancorp shares were acquired via dividend reinvestment in the stock purchase plan and the 401(k) plan. These reflect automatic reinvestment of dividends rather than discretionary market trades by the executive.