Form 4: ONB Chief Risk Officer Increases Stock Holdings

Old National Bancorp's Chief Risk Officer, Scott J. Evernham, expanded his beneficial ownership of common stock through employee plans and dividend reinvestment.

Summary

• Scott J. Evernham, Chief Risk Officer of Old National Bancorp, acquired 42 shares of common stock at $21.195 per share on December 31, 2025, through the Old National Bancorp Employee Stock Purchase Plan.
• Between September 16, 2025, and December 15, 2025, Evernham acquired an additional 4 shares of common stock via dividend reinvestment through the Stock Purchase and Dividend Reinvestment Plan.
• During the same period (September 16, 2025, and December 15, 2025), he acquired 3 shares of common stock through dividend reinvestment in the ONB Employee Stock Ownership and Savings Plan 401(k).
• Following these transactions, Evernham directly owns 134,938 shares of common stock.
• Indirect beneficial ownership includes 540 shares in the ONB Employee Stock Ownership and Savings Plan 401(k) and 200 shares for each of his three daughters (Aliza Kaye, Lucia Joelle, and Mora Evlynn Evernham) held as custodian.

Sentiment

Score: 7

Explanation: The acquisition of additional shares by a Chief Risk Officer, particularly through employee plans and dividend reinvestment, indicates confidence in the company's long-term value and aligns management's interests with shareholders.

Positives

• Increased insider ownership by a key executive, signaling confidence in the company's future performance.
• Participation in employee stock purchase and dividend reinvestment plans demonstrates alignment with long-term shareholder interests.

Negatives

• No negative information is typically disclosed in a Form 4 filing, which reports transactional activity.

Risks

• This filing does not contain information regarding company-specific risks.

Future Outlook

This Form 4 filing is a transactional report and does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

Insider purchases, particularly by high-ranking executives like a Chief Risk Officer, are often viewed positively in the banking sector as they can indicate management's belief in the company's stability and growth prospects, especially in a regulated industry like banking where risk management is paramount.

Comparison to Industry Standards

• Insider buying activity, such as that reported by Scott J. Evernham, is generally considered a positive signal across all industries, including financial services. It suggests that an executive, who has intimate knowledge of the company's operations and future prospects, believes the stock is undervalued or poised for growth.
• While specific comparable companies or projects are not detailed in this transactional filing, the act of an executive increasing their stake aligns with best practices for aligning management incentives with shareholder interests, a common benchmark for corporate governance.

Related Party Transactions

• Acquisition of shares through the Old National Bancorp Employee Stock Purchase Plan and dividend reinvestment features of company-sponsored plans (Stock Purchase and Dividend Reinvestment Plan, ONB Employee Stock Ownership and Savings Plan 401(k)) are transactions between an executive and the company, which are common related-party dealings in the context of employee benefit plans.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder interests, potentially signaling management's confidence in the company's future performance.
• Employees: The existence of employee stock purchase and savings plans can be seen as a positive for employee benefits and engagement.

Next Steps

• This filing is a report of past transactions and does not outline specific future actions or milestones.

Key Dates

Recommendation

The Chief Risk Officer's decision to increase his stake in Old National Bancorp through direct purchases and dividend reinvestment is a strong positive signal. Insiders typically have the most comprehensive understanding of a company's intrinsic value and future prospects. This action suggests a belief that the stock is currently undervalued or has significant upside potential, making it a favorable indicator for potential investors.

Keywords

Old National Bancorp, ONB, Scott J. Evernham, Chief Risk Officer, Insider Trading, Stock Acquisition, Employee Stock Purchase Plan, Dividend Reinvestment, Form 4, Beneficial Ownership