Old National (ONB) Form 4: 46 Deferred Compensation Units Added to CEO

Rhea-AI Filing Summary

James A. Sandgren, CEO, Commercial Banking of Old National Bancorp (ONB), reported acquisitions under the ONB Executive Deferred Compensation Plan. On 09/15/2025 he was credited with 46 shares of phantom stock that track Old National common stock 1-for-1 and are payable in cash under the plan. The filing shows a reported underlying price of $22.1128 for those units. Following the reported transactions, Mr. Sandgren beneficially owns 31,041 shares (direct). The filing also discloses that between 06/16/2025 and 09/15/2025 he acquired 195 shares via the plan's dividend reinvestment feature. The form was signed on behalf of the reporting person by an attorney-in-fact on 09/16/2025.

Insights

Financial Analyst

TL;DR: Routine executive deferred-compensation crediting increases director's economic exposure by 46 phantom shares; holdings remain significant at 31,041 shares.

This Form 4 reports non-derivative economic exposure created through the company's Executive Deferred Compensation Plan rather than an open-market purchase. The 46 phantom shares are bookkeeping units that mirror common stock value and are payable in cash, so they increase the executive's economic stake without immediate share issuance. The filing also documents 195 shares added via dividend reinvestment over a three-month period, indicating ongoing participation in the plan. Overall, the disclosure is administrative and does not indicate a change in control or a market transaction that would typically move investor valuation metrics.

Corporate Governance Expert

TL;DR: Standard disclosure of deferred compensation and dividend reinvestment; no governance or compliance red flags present.

The Form 4 appropriately identifies the reporting person, relationship (CEO, Commercial Banking), and the nature of the units credited under the Executive Deferred Compensation Plan. The explanation clarifies that phantom shares are 1-for-1 equivalents payable in cash, which is a common executive compensation mechanism that preserves share count while aligning pay to stock performance. The timely filing (signed 09/16/2025) and clear explanations meet Section 16 reporting expectations; there is no indication of irregularities or required remedial actions in this filing.

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
Estimated average burden
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).

1. Name and Address of Reporting Person^*

Sandgren James A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, COMMERCIAL BANKING

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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 Executive Deferred Compensation Plan	(1)	09/15/2025		A		46(1)		(1)	(1)	Common Stock	46	$22.1128	31,041(2)	D

Explanation of Responses:

1. Shares of phantom stock acquired under the Old National Bancorp Executive Deferred Compensation Plan (the "Plan") represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the Reporting Person in accordance with the terms of the Plan.

2. Between June 16, 2025 and September 15, 2025, the Reporting Person acquired 195 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the ONB Executive Deferred Compensation Plan.

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James A. Sandgren	09/16/2025
	** 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.