Old National Bancorp (ONB) executive logs stock grant and tax-share surrender

Rhea-AI Filing Summary

Old National Bancorp executive James A. Sandgren, CEO of Commercial Banking, reported routine equity-compensation activity in company common stock. On March 1, 2026, he disposed of 8,250 shares at $23.10 per share to satisfy tax withholding on a previously granted restricted stock award, rather than selling shares on the open market.

On the same date, he received a new restricted stock award of 14,784 shares, recorded at no cash cost. Following these transactions, Sandgren held 308,760 shares directly and 7,154 shares indirectly through the Old National Bancorp 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

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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^*

Sandgren James A

(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)
	CEO, COMMERCIAL BANKING

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		8,250(1)	D	$23.1	293,976	D
Common Stock	03/01/2026		A		14,784(2)	A	$0	308,760	D
Common Stock								7,154(3)	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.

3. Between September 16, 2025 and December 15, 2025, the Reporting Person acquired 43 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Old National Bancorp Employee Stock Ownership and Savings Plan 401(k).

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James A. Sandgren	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 James A. Sandgren report for ONB?

James A. Sandgren reported a tax-withholding disposition of 8,250 Old National Bancorp shares at $23.10 each and received a restricted stock award of 14,784 shares. These moves reflect routine equity compensation and related tax handling, not open-market buying or selling.

Did the ONB executive sell shares on the open market in this Form 4?

The filing shows no open-market sale. The 8,250 shares were surrendered to cover tax withholding upon vesting of a prior restricted stock award, using shares instead of cash. This is a common administrative method for handling tax obligations on equity compensation.

How many Old National Bancorp shares does Sandgren hold after these transactions?

After the reported transactions, James A. Sandgren directly held 308,760 shares of Old National Bancorp common stock and indirectly held 7,154 shares through the company’s Employee Stock Ownership and Savings Plan 401(k), according to the Form 4 ownership totals.

What is the size of the restricted stock award granted to Sandgren in 2026?

The Form 4 reports a restricted stock award of 14,784 shares of Old National Bancorp common stock granted in 2026. This award was recorded at a $0.00 transaction price, consistent with stock granted as part of executive compensation rather than purchased for cash.

Why were 8,250 ONB shares surrendered by the executive?

The 8,250 shares were surrendered to satisfy tax withholding obligations when previously granted restricted stock vested. Instead of paying cash to cover taxes, the executive delivered shares back to the issuer, a standard mechanism for handling equity award tax liabilities.

How did Sandgren’s 401(k) holdings in ONB shares change previously?

A footnote explains that between September 16, 2025 and December 15, 2025, Sandgren acquired 43 Old National Bancorp shares via the dividend reinvestment feature of the company’s Employee Stock Ownership and Savings Plan 401(k), increasing his indirect retirement-plan holdings.