Otto Bremer Trust trims Old National (NASDAQ: ONB) stake via buyback

Rhea-AI Filing Summary

Otto Bremer Trust filed Amendment No. 1 to its Schedule 13D on Old National Bancorp, detailing a negotiated stock repurchase and its updated ownership stake.

On February 25, 2026, Old National Bancorp agreed to repurchase 1,926,782 shares of its common stock from the trust’s three trustees at $25.95 per share, for an aggregate price of $49,999,992.90. The transaction closed on February 26, 2026.

Following this and other prior activity, Otto Bremer Trust reports beneficial ownership of 41,210,548 shares of Old National common stock, representing 10.58% of the class, based on 389,673,000 shares outstanding as of January 31, 2026. The trust has sole voting and dispositive power over these shares, exercised by majority vote of its three trustees.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

OLD NATIONAL BANCORP /IN/

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

Daniel C. Reardon
Otto Bremer Trust, 30 E 7th Street, Suite 2900
St. Paul, MN, 55101
(651) 227-8036

C. Michelle Chen
Sullivan & Cromwell LLP, 1700 New York Ave NW, Suite 700
Washington, DC, 20006
(202) 956-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Otto Bremer Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 41,210,548.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,210,548.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,210,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

For Rows 7, 9, 11 and 13, see Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: OLD NATIONAL BANCORP /IN/
(c)	Address of Issuer's Principal Executive Offices: 1 MAIN ST, EVANSVILLE, INDIANA , 47708.
Item 1 Comment: This Amendment No. 1 amends and supplements the Schedule 13D, originally filed on May 7, 2025, (the "Schedule 13D") and is being filed with the Securities and Exchange Commission (the "SEC") by the Otto Bremmer Trust (the "Reporting Person") identified herein relating to the Common Stock, no par value (the "Common Stock") of Old National Bancorp (the "Issuer"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. Unless amended or supplemented below, the information in the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented to add the following: On February 25, 2026, the Issuer and Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, solely in their respective capacities as trustees of the Reporting Person (the "Trustees"), entered into a Stock Repurchase Agreement (the "Stock Repurchase Agreement"). Pursuant to the Stock Repurchase Agreement, the Issuer agreed to repurchase from the Trustees and the Trustees agreed to sell and deliver, or cause to be delivered, to the Issuer 1,926,782 shares of Common Stock (the "Shares") 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 Common Stock on the NASDAQ Stock Exchange on that date, for an aggregate purchase price of $49,999,992.90. The sale of the Shares closed on February 26, 2026. The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Repurchase Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Item 4 and the cover page for each Reporting Person, which are incorporated by reference herein. As of the date of this Statement, the Reporting Person beneficially owns 41,210,548 shares of the Common Stock, constituting approximately 10.58% of the outstanding shares of the Common Stock. This percentage is based on 389,673,000 shares of the Common Stock outstanding as of January 31, 2026.
(b)	The Reporting Person is the beneficial owner, and has the sole power to vote and direct the disposition, of 41,210,548 shares of the Common Stock. The Reporting Person does not have any rights to purchase additional shares of the Common Stock. The Trust 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.
(c)	Except as otherwise described in this Statement, the Reporting Person has not effected any transactions in any shares of the Common Stock during the past 60 days.
(d)	To the best knowledge of the Reporting Person, no one other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Person herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented to add the information set forth in Item 4 of this Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended by adding the following: Exhibit 99.1: Stock Repurchase Agreement, dated February 25, 2026, by and among Old National Bancorp, and Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Otto Bremer Trust

Signature:	/s/ Daniel C. Reardon
Name/Title:	Daniel C. Reardon, Co-CEO and Trustee
Date:	03/02/2026

FAQ

What ownership stake does Otto Bremer Trust report in Old National Bancorp (ONB)?

Otto Bremer Trust reports beneficial ownership of 41,210,548 shares of Old National Bancorp common stock, representing 10.58% of the class. This percentage is based on 389,673,000 shares outstanding as of January 31, 2026.

What stock repurchase did Old National Bancorp agree to with Otto Bremer Trust?

Old National Bancorp agreed to repurchase 1,926,782 shares of its common stock from the trust’s trustees at $25.95 per share. The aggregate purchase price was $49,999,992.90, under a Stock Repurchase Agreement dated February 25, 2026.

When did the Old National Bancorp share repurchase from Otto Bremer Trust close?

The sale of 1,926,782 shares by the Otto Bremer Trust to Old National Bancorp closed on February 26, 2026. The per share price was $25.95, for a total consideration of $49,999,992.90 under the Stock Repurchase Agreement.

What voting and dispositive powers does Otto Bremer Trust hold over Old National Bancorp shares?

Otto Bremer Trust holds sole voting power and sole dispositive power over 41,210,548 shares of Old National common stock. The trust acts through three trustees, and any action regarding these shares requires a majority vote of the trustees.

Has Otto Bremer Trust made other recent transactions in Old National Bancorp stock?

The filing states that, except as described in the statement, Otto Bremer Trust has not effected any transactions in Old National Bancorp common stock during the past 60 days. The highlighted transaction is the negotiated stock repurchase by the issuer.

What exhibit is attached to the Otto Bremer Trust Schedule 13D amendment for Old National Bancorp?

The amendment adds Exhibit 99.1, a Stock Repurchase Agreement dated February 25, 2026. This agreement is between Old National Bancorp and trustees Caroline S. Johnson, Francis M. Miley, and Daniel C. Reardon, covering the issuer’s repurchase of shares from the trust.