Sec Form 4 Filing - Otto Bremer Trust @ OLD NATIONAL BANCORP /IN/ - 2026-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Otto Bremer Trust
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
30 E 7TH ST STE 2900
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2026
(Street)
ST. PAUL, MN55101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/26/2026 S 1,926,782 ( 1 ) ( 2 ) D $ 25.95 ( 1 ) 41,210,548 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Otto Bremer Trust
30 E 7TH ST STE 2900
ST. PAUL, MN55101
X
Signatures
/s/ Daniel C. Reardon (Co-CEO and Trustee of Otto Bremer Trust) 03/02/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock of the Issuer (the "Shares") sold pursuant to an agreement between the Issuer and the trustees of the Reporting Person (the "Trustees"), 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 Issuer's common stock on the NASDAQ Stock Exchange on that date. The sale of the Shares closed on February 26, 2026. The Shares were sold for investment portfolio diversification purposes of the Reporting Person.
( 2 )The Reporting Person 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.

Remarks:
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's one-time contractual right to designate a Trustee for appointment to the board of directors of the Issuer pursuant to the Investor Agreement by and between the Trustees and the Issuer, dated November 25, 2024, under which the Issuer appointed one of the Trustees as a director of the Issuer, effective May 1, 2025, to serve in accordance with the corporate governance guidelines and standards applicable to all Issuer directors.

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).
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