Otto Bremer Trust trims Old National (ONB) stake with share sale

Rhea-AI Filing Summary

Otto Bremer Trust, a 10% owner of OLD NATIONAL BANCORP, reported an open-market sale of 1,926,782 shares of common stock at $25.95 per share. Following this transaction, it directly held 41,210,548 shares. The sale was made under an agreement with the company, with the price set on February 11, 2026 based on that day’s intraday NASDAQ trading range. The transaction closed on February 26, 2026 and was described as being for investment portfolio diversification. The trust’s three trustees act by majority vote, so no single trustee has sole voting or dispositive power over these shares.

Insider Trade Summary

Net Seller: 1,926,782 shares ($49,999,993)

Net Sell 1 txn

Insider Otto Bremer Trust

Role 10% Owner

Sold 1,926,782 shs ($50.00M)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,926,782	$25.95	$50.00M

Holdings After Transaction: Common Stock — 41,210,548 shares (Direct)

Footnotes (1)

1. Shares of common stock of the Issuer (the "Shares") sold pursuant to an agreement between the Issuer and the trustees of the Reporting Person (the "Trustees"), at a purchase price of $25.95 per Share, which per Share price was agreed upon between the Issuer and the Trustees on February 11, 2026, based on the range of intraday trading prices for the Issuer's common stock on the NASDAQ Stock Exchange on that date. The sale of the Shares closed on February 26, 2026. The Shares were sold for investment portfolio diversification purposes of the Reporting Person. The Reporting Person has three Trustees. Any action by the Reporting Person with respect to the shares of Common Stock may be taken only by majority vote of the Trustees and, therefore, no Trustee individually has voting or dispositive power with respect to the shares.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Otto Bremer Trust

(Last) (First) (Middle)

30 E 7TH ST STE 2900

(Street)

ST. PAUL MN 55101

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		S		1,926,782(1)(2)	D	$25.95(1)	41,210,548(2)	D

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. Shares of common stock of the Issuer (the "Shares") sold pursuant to an agreement between the Issuer and the trustees of the Reporting Person (the "Trustees"), at a purchase price of $25.95 per Share, which per Share price was agreed upon between the Issuer and the Trustees on February 11, 2026, based on the range of intraday trading prices for the Issuer's common stock on the NASDAQ Stock Exchange on that date. The sale of the Shares closed on February 26, 2026. The Shares were sold for investment portfolio diversification purposes of the Reporting Person.

2. The Reporting Person has three Trustees. Any action by the Reporting Person with respect to the shares of Common Stock may be taken only by majority vote of the Trustees and, therefore, no Trustee individually has voting or dispositive power with respect to the shares.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's one-time contractual right to designate a Trustee for appointment to the board of directors of the Issuer pursuant to the Investor Agreement by and between the Trustees and the Issuer, dated November 25, 2024, under which the Issuer appointed one of the Trustees as a director of the Issuer, effective May 1, 2025, to serve in accordance with the corporate governance guidelines and standards applicable to all Issuer directors.

	/s/ Daniel C. Reardon (Co-CEO and Trustee of Otto Bremer Trust)	03/02/2026
	** 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 Otto Bremer Trust report in its Form 4 for OLD NATIONAL BANCORP (ONB)?

Otto Bremer Trust reported selling 1,926,782 shares of OLD NATIONAL BANCORP common stock. The shares were sold in an open-market transaction at $25.95 per share, under an agreement with the company, and the trust described the sale as for investment portfolio diversification.

At what price did Otto Bremer Trust sell ONB shares and how was it determined?

The trust sold the ONB shares at $25.95 per share. That price was agreed between the company and the trust’s trustees on February 11, 2026, based on the range of intraday trading prices for ONB common stock on NASDAQ on that date.

How many OLD NATIONAL BANCORP shares does Otto Bremer Trust hold after this transaction?

After the reported sale, Otto Bremer Trust directly holds 41,210,548 shares of OLD NATIONAL BANCORP common stock. This figure reflects its ownership immediately following the 1,926,782-share open-market sale reported in the Form 4 filing for the February 26, 2026 closing date.

Why did Otto Bremer Trust sell OLD NATIONAL BANCORP (ONB) shares?

The trust stated that the ONB shares were sold for investment portfolio diversification purposes. This means the sale was intended to adjust the trust’s overall investment mix, rather than being described as a change driven by company-specific events or short-term trading considerations.

How is control over OLD NATIONAL BANCORP shares exercised within Otto Bremer Trust?

Otto Bremer Trust has three trustees, and actions regarding ONB common stock require a majority vote of these trustees. No individual trustee has sole voting or dispositive power, so decisions about holding or selling shares are made collectively rather than by any single trustee.