ONB director Kathryn Hayley gains 4,815 phantom stock units

Rhea-AI Filing Summary

Old National Bancorp (ONB) director Kathryn J. Hayley reported acquiring 4,815 phantom stock units on 11/13/2025 under the company’s Directors Deferred Compensation Plan. These units mirror Old National Bancorp common stock on a 1-for-1 basis but are settled in cash when her deferred compensation is paid out. The filing explains that the new phantom shares reflect the deferral of both quarterly directors’ fees and the equity portion of her 2025 annual director compensation, at a reference price of $20.7684 per underlying share.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayley Kathryn

(Last) (First) (Middle)

ONE MAIN STREET

(Street)

EVANSVILLE IN 47708

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Phantom Stock ONB Directors Deferred Compensation Plan	(1)	11/13/2025		A		4,815(2)		(1)	(1)	Common Stock	4,815	$20.7684	4,815	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of quarterly directors fees paid 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.

2. Represents shares of phantom stock acquired pursuant to the Plan as a result of the deferral of the equity portion of the Reporting Person's 2025 annual director compensation.

	/s/ Andrea L. Stangl, Attorney-in-fact for Kathryn J. Hayley	11/17/2025
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Old National Bancorp (ONB) report in this Form 4 filing?

The filing reports that director Kathryn J. Hayley acquired 4,815 shares of phantom stock on 11/13/2025 under Old National Bancorp’s Directors Deferred Compensation Plan.

What are the 4,815 phantom stock units reported for ONB?

The 4,815 phantom stock units represent an economic interest equal to Old National Bancorp common stock on a 1-for-1 basis, but they are payable in cash when distributed under the plan.

Why did the ONB director receive these phantom stock units?

The phantom stock units were acquired as a result of deferring quarterly directors’ fees and the equity portion of the Reporting Person's 2025 annual director compensation into the Directors Deferred Compensation Plan.

Is this ONB Form 4 transaction a cash purchase of common stock?

No. The filing states that the transaction involves phantom stock, which represents Old National Bancorp common stock on a 1-for-1 basis but is payable in cash according to the plan terms.

What was the reference price for the ONB phantom stock units?

The table shows the phantom stock units tied to an underlying common stock price of $20.7684 per share for the 4,815 units acquired.

Who filed this ONB Form 4 and in what capacity?

The Form 4 was filed for Kathryn J. Hayley, who is identified as a Director of Old National Bancorp, with the signature executed by /s/ Andrea L. Stangl, Attorney-in-fact.