Ryan James C III 4

What Happened
Ryan James C III, Chairman and CEO of Old National Bancorp (ONB), received a performance share award of 185,657 shares on March 15, 2026 (reported on Form 4). Concurrently, 88,601 shares were surrendered at $21.51 per share to satisfy tax withholding obligations, representing proceeds of approximately $1,905,808. The award shares were granted at $0.00 (an earned performance award), so this is not a market purchase but the vesting/issuance of compensation.

Key Details

• Transaction dates: March 15, 2026 (award granted and shares surrendered for tax withholding). Form filed March 17, 2026.
• Award: 185,657 shares issued at $0.00 (code A = award/acquisition).
• Tax withholding: 88,601 shares surrendered at $21.51 (code F = shares surrendered to satisfy tax obligations), proceeds ≈ $1,905,808.
• Footnotes: award is an earned performance share award; 19,233 of the issued shares reflect accrued dividends on the performance award; the reporting person also acquired 11 shares via dividend reinvestment between Dec 16, 2025 and Mar 16, 2026.
• Shares owned after the transaction: not specified in the provided Form 4 excerpt.
• Filing timeliness: Form was filed March 17, 2026 for a March 15, 2026 transaction; no late filing indicated in the filing header provided.

Context
This filing reflects a performance-based equity award vesting (an executive compensation event) and a routine tax-withholding disposition of shares rather than an open-market sale or purchase. When executives surrender shares to cover taxes on vested awards, it is administrative (to satisfy withholding) rather than a directional buy/sell signal.