Old National Insider File: Brent Tischler forfeits 2,134 shares for taxes

Rhea-AI Filing Summary

Brent R. Tischler, who serves as a director and as CEO, Community Banking at Old National Bancorp (ONB), reported a transaction on 09/01/2025. The filing shows 2,134 shares of Common Stock were disposed at a price of $22.89 per share. The form explains these shares were surrendered to satisfy tax withholding obligations upon the vesting of a restricted stock award. After the transaction, Mr. Tischler beneficially owned 38,547 shares directly. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding sale on vested restricted shares; ownership remains material but not a novel signal.

The reported 2,134-share disposition at $22.89 per share is explicitly described as a surrender to satisfy tax withholding upon vesting of restricted stock, which is a common administrative transaction and does not indicate a discretionary open-market sale by the executive. Post-transaction direct beneficial ownership is 38,547 shares, which retains the executive's alignment with shareholders. From a disclosure standpoint the filing is complete and provides transaction date, price, and the nature of the disposition, enabling investors to record the change in insider holdings.

Corporate Governance Expert

TL;DR: Administrative surrender for tax obligations; standard compliance with Section 16 reporting requirements.

The Form 4 clearly identifies Brent Tischler's roles and the reason for the transfer: tax withholding upon vesting of restricted stock. The filing was timely and signed via attorney-in-fact, which is acceptable under the rules. This transaction is procedural rather than an indication of change in corporate strategy or governance. The remaining direct ownership figure is provided, preserving transparency on insider stakes.

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^*

TISCHLER BRENT R

(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, COMMUNITY BANKING

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		F		2,134(1)	D	$22.89	38,547	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. Reflects shares of the Issuer's common stock surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of shares granted under a restricted stock award.

	/s/ Andrea L. Stangl, Attorney-in-Fact for Brent R. Tischler	09/03/2025
	** 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 transaction did Brent R. Tischler report for ONB on 09/01/2025?

The Form 4 reports a disposition of 2,134 common shares on 09/01/2025 at a price of $22.89 per share.

Why were the 2,134 shares disposed according to the Form 4?

The filing states the shares were surrendered to satisfy tax withholding obligations upon the vesting of a restricted stock award.

How many ONB shares does Brent R. Tischler beneficially own after the reported transaction?

Following the reported transaction Mr. Tischler beneficially owned 38,547 shares directly.

What positions does the reporting person hold at Old National Bancorp?

The Form 4 identifies Brent R. Tischler as a Director and an Officer with the title CEO, Community Banking.

Who signed the Form 4 filing and when?

The Form 4 was signed by Andrea L. Stangl, Attorney-in-Fact for Brent R. Tischler on 09/03/2025.