(ONB)

Role: Director
Signature: /s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown
Stock symbol: ONB
Transactions as of: Jul 8, 2022
Transactions value $: $22,437
Form type: 4
Date filed: 7/11/2022, 09:30 PM
Previous filing: Apr 5, 2022
Next filing: Sep 16, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ONB	Phantom Stock under NQ Deferred Comp. Plan for NE Directors	Award	$22.4K	+1.48K	+4.64%	$15.16	33.4K	Jul 8, 2022	Phantom Stock under NQ Deferred Comp. Plan for NE Directors	1.48K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "Plan") as a result of the deferral of quarterly directors fees paid in cash to the participant. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan.
F2	On June 15, 2022, a Plan statement reported that the Reporting Person acquired 295 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature under the Plan.

Content

Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "Plan") as a result of the deferral of quarterly directors fees paid in cash to the participant. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan.

On June 15, 2022, a Plan statement reported that the Reporting Person acquired 295 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature under the Plan.