Sandgren James A 4

What Happened
James A. Sandgren, CEO of Commercial Banking at Old National Bancorp (ONB), received an earned performance share award of 35,419 shares that vested on 2026-03-15 (award reported as $0 acquisition). To satisfy tax withholding obligations on the vesting, 16,846 of those shares were surrendered at $21.51 per share for a withholding amount of $362,357. That leaves 18,573 shares retained from the award (35,419 − 16,846). The award total includes 3,669 shares issued for accrued dividends.

Key Details

• Transaction date(s): 2026-03-15 (award vesting and share surrender for tax withholding)
• Award: 35,419 shares (performance share award; recorded as acquisition code A at $0)
• Tax withholding: 16,846 shares surrendered at $21.51 each = $362,357 (code F)
• Net shares retained from award: 18,573 shares after withholding
• Additional note: 3,669 shares were issued as accrued dividends included in the award; separately, 48 shares were acquired via the 401(k) dividend reinvestment plan between Dec 16, 2025 and Mar 16, 2026.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing: Form 4 filed 2026-03-17 for transactions dated 2026-03-15 — appears to be filed within the standard two-business-day window (timely).

Context
This was a performance-based equity award that vested, with a common, routine cashless-style surrender of shares to cover tax withholding. Such withholding actions are administrative and do not necessarily signal a personal decision to sell shares for investment reasons.