[Form 4] Old National Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Old National Bancorp CFO John V. Moran reported a disposition of 2,128 shares of the issuer's common stock on 09/01/2025 at a reported price of $22.89 per share. The filing states these shares were surrendered to satisfy tax withholding obligations upon the vesting of restricted stock. After the transaction, the reporting person beneficially owned 101,823 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Moran on 09/03/2025.

Insights

Securities Analyst

TL;DR: CFO surrendered 2,128 shares to cover tax withholding after restricted shares vested; remaining direct ownership is 101,823 shares.

This Form 4 discloses a routine tax-withholding disposition tied to restricted stock vesting rather than an open-market sale for liquidity. The transaction code and the explanation explicitly state shares were surrendered to satisfy tax obligations, which typically has limited signal regarding the insider's view of the company's prospects. The reported price is $22.89 and the post-transaction direct beneficial ownership is clearly stated, enabling precise tracking of insider holdings.

Corporate Governance Expert

TL;DR: Transaction appears administrative—share surrender for tax purposes—documented correctly on Form 4 with signature by attorney-in-fact.

The filing includes the required explanatory note that the shares were surrendered to satisfy tax withholding upon vesting of restricted stock, which aligns with common executive compensation practices. The form indicates individual filing by one reporting person and includes signature authorization by Andrea L. Stangl as attorney-in-fact. From a governance perspective, the disclosure is complete and transparent regarding the nature and mechanics of the disposition.

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^*

Moran John V

(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 FINANCIAL OFFICER

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		2,128(1)	D	$22.89	101,823	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 John V. Moran	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 did ONB CFO John V. Moran report on Form 4?

He reported the disposition of 2,128 shares of Old National Bancorp common stock on 09/01/2025 at a price of $22.89 per share.

Why were the 2,128 shares disposed of according to the filing?

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

How many ONB shares does John V. Moran own after the reported transaction?

Following the reported transaction, the filing shows he beneficially owns 101,823 shares directly.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of John V. Moran by Andrea L. Stangl, Attorney-in-Fact on 09/03/2025.

Was this Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person (individual filing).