(ONB)

Role: Director
Signature: /s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown
Stock symbol: ONB
Transactions as of: Dec 5, 2022
Transactions value $: $22,438
Form type: 4
Date filed: 12/6/2022, 10:56 AM
Previous filing: Nov 8, 2022
Next filing: Mar 2, 2023

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 - NQ Def Comp Plan for Non-Employee Directors	Award	$22.4K	+1.23K	+25.78%	$18.21	6.01K	Dec 5, 2022	Phantom Stock - NQ Def Comp Plan for Non-Employee Directors	1.23K		Direct	F1

* 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.

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.

Remarks:

Exhibit 24 - Power of Attorney