ONB director defers 2025 equity pay into 4,815 phantom shares

Rhea-AI Filing Summary

Old National Bancorp (ONB) director Ryan C. Kitchell reported acquiring derivative securities tied to company stock through a deferred compensation arrangement. On November 13, 2025, he acquired 4,815 shares of phantom stock under the Old National Bancorp Directors Deferred Compensation Plan at a price of $20.7684 per unit. These phantom units track Old National Bancorp common stock on a 1-for-1 basis and are received in lieu of the equity portion of his 2025 annual director compensation. Following this transaction, he beneficially owned 26,697 phantom stock units under the plan. The filing also notes that between December 17, 2024 and September 15, 2025 he acquired 424 shares of common stock through the plan’s dividend reinvestment feature.

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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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^*

Kitchell Ryan C

(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	26,697(3)	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 the equity portion of the Reporting Person's director compensation. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis.

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.

3. Between December 17, 2024 and September 15, 2025 the Reporting Person acquired 424 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

	/s/ Andrea L. Stangl, Attorney-in-Fact for Ryan C. Kitchell	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) disclose in this Form 4 filing?

The filing reports that director Ryan C. Kitchell acquired 4,815 phantom stock units tied to Old National Bancorp common stock through the company’s Directors Deferred Compensation Plan, as part of his deferred 2025 annual director equity compensation.

How many phantom stock units does the ONB director now beneficially own?

After the reported transaction on November 13, 2025, the director beneficially owned 26,697 phantom stock units under the Old National Bancorp Directors Deferred Compensation Plan.

At what price were the new Old National Bancorp phantom stock units credited?

The 4,815 phantom stock units acquired on November 13, 2025 were credited at a price of $20.7684 per unit under the deferred compensation plan.

What does the phantom stock in this ONB filing represent?

The phantom stock units represent shares of Old National Bancorp common stock on a 1-for-1 basis, earned through the deferral of the equity portion of the director’s compensation rather than receiving actual shares at this time.

Did the ONB director acquire any common stock through dividend reinvestment?

Yes. The filing states that between December 17, 2024 and September 15, 2025, the director acquired 424 shares of Old National Bancorp common stock via the dividend reinvestment feature of the Directors Deferred Compensation Plan.

Is this Old National Bancorp Form 4 filing related to a 10b5-1 trading plan?

The form includes a checkbox for indicating whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided content does not state that this box was checked or that the transaction was made under such a plan.