Old National Bancorp (ONB) CEO reports routine 28-share purchase

Rhea-AI Filing Summary

Old National Bancorp’s Chairman and CEO James C. Ryan III reported a routine change in his holdings of the company’s common stock. On December 31, 2025, he acquired 28 shares of common stock at $21.195 per share in a transaction coded “J,” which the footnotes explain reflects shares purchased under the Old National Bancorp Employee Stock Purchase Plan exempt under Rule 16b-3(c). Following this transaction, he directly owned 804,771 shares of common stock. He also reported indirect ownership of 2,730 shares held by an IRA and 1,758 shares held through the ONB Employee Stock Ownership and Savings Plan 401(k., including 11 shares accumulated between September 16, 2025 and December 15, 2025 via dividend reinvestment in that plan.

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)
12/31/2025

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	12/31/2025		J	V	28(1)	A	$21.195	804,771	D
Common Stock								2,730	I	by IRA
Common Stock								1,758(2)	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 acquired under the Old National Bancorp Employee Stock Purchase Plan that are exempt under Rule 16b-3(c).

2. Between September 16, 2025 and December 15, 2025, 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/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James C. Ryan, III	01/13/2026
	** 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).
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FAQ

What insider transaction did ONB Chairman and CEO James C. Ryan III report?

James C. Ryan III reported acquiring 28 shares of Old National Bancorp common stock on December 31, 2025 at a price of $21.195 per share in a transaction coded “J.”

How many Old National Bancorp (ONB) shares does the CEO own directly after this Form 4?

After the reported transaction, James C. Ryan III directly owned 804,771 shares of Old National Bancorp common stock.

What indirect ONB share holdings does the CEO report in this filing?

He reports indirect ownership of 2,730 shares held by an IRA and 1,758 shares held through the ONB Employee Stock Ownership and Savings Plan 401(k).

How were some of the CEO’s ONB 401(k) shares acquired?

The filing notes that between September 16, 2025 and December 15, 2025, he acquired 11 shares of Old National Bancorp common stock through the dividend reinvestment feature of the ONB Employee Stock Ownership and Savings Plan 401(k).

Was the ONB CEO’s share acquisition under an employee plan?

Yes. A footnote states the 28 shares were acquired under the Old National Bancorp Employee Stock Purchase Plan and are exempt under Rule 16b-3(c).

What is James C. Ryan III’s role at Old National Bancorp?

James C. Ryan III is both a Director and the Chairman and CEO of Old National Bancorp, as indicated in the filing.