Evernham Scott J 4

What Happened

• Scott J. Evernham, Chief Risk Officer of Old National Bancorp (ONB), was granted a performance share award of 13,910 shares on March 15, 2026 (acquisition price reported as $0.00). On the same date he surrendered 6,800 shares to satisfy tax withholding obligations at $21.51 per share, totaling $146,268.

Key Details

• Transaction date: March 15, 2026 (Form filed March 17, 2026).
• Award: 13,910 shares granted (transaction code A) at $0.00.
• Tax withholding: 6,800 shares surrendered/disposed (transaction code F) at $21.51 each = $146,268.
• Footnotes: F1 = earned performance share award; F2 = shares surrendered to satisfy tax withholding; F3 = 1,440 shares issued for accrued dividends on the award.
• Small additional activity: F4/F5 note 4 shares acquired via dividend reinvestment in the company’s Stock Purchase & DRIP plan and 4 shares via the 401(k) plan between Dec 16, 2025 and Mar 16, 2026 (total 8 shares).
• Shares owned after the transactions: not specified in the provided excerpt.
• Timeliness: Form 4 filed two days after the reported vesting date (appears timely under standard 2-business-day rules).

Context

• This was primarily a performance share vesting (an award), not an open-market purchase or a decision to sell shares for investment reasons. Surrendering shares to cover tax withholding is a routine administrative step and does not by itself indicate a change in the insider’s market outlook.