Old National Bancorp director adds 311 deferred-comp shares; 45,006 stake

Rhea-AI Filing Summary

Old National Bancorp director Thomas E. Salmon reported transactions dated 10/03/2025 showing acquisition of 311 units of phantom stock under the Old National Bancorp Directors' Deferred Compensation Plan and an ownership total of 45,006 common stock equivalents following the transactions. The phantom units mirror common stock on a 1-for-1 basis and are payable in cash under the Plan. The filing notes a per-share reference price of $22.19 and that the reporting person also acquired 281 shares via the Plan's dividend reinvestment between 06/16/2025 and 09/15/2025. The Form 4 is signed by an attorney-in-fact on 10/06/2025.

Positive

• 311 phantom shares credited under the Directors' Deferred Compensation Plan on 10/03/2025
• 281 shares added via the Plan's dividend reinvestment between 06/16/2025 and 09/15/2025
• Beneficial ownership increased to 45,006 common-stock equivalents

Negative

• None.

Insights

Corporate Governance Analyst

Director added deferred-compensation phantom shares, increasing stake to 45,006 shares.

The reporting shows 311 phantom shares credited under the directors' deferred compensation plan on 10/03/2025, which map 1-for-1 to common stock and are payable in cash per plan terms. The filing also documents 281 shares acquired via dividend reinvestment between 06/16/2025 and 09/15/2025, bringing the beneficial total to 45,006 shares.

These transactions are routine director compensation and do not reflect open-market purchases; investors should note the $22.19 per-share reference and monitor future filings for cash distribution timing or changes to plan terms within the next 12 months.

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).

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^*

Salmon Tom

(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)
10/03/2025

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)	10/03/2025		A		311(1)		(1)	(1)	Common Stock	311	$22.19	45,006(2)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors' Deferred Compensation Plan (the "Plan") for nonemployee directors as a result of quarterly director 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.

2. Between June 16, 2025 and September 15, 2025, the Reporting Person acquired 281 shares of Old National Bancorp common stock pursuant to the Dividend Reinvestment feature of the Plan.

	/s/ Sharon K. Brantley, Paralegal, Attorney-in-Fact for Thomas E. Salmon	10/06/2025
	** 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 ONB Form 4 filed by Thomas E. Salmon report?

The Form 4 reports acquisition of 311 phantom stock units under the directors' deferred compensation plan on 10/03/2025, and total beneficial ownership of 45,006 shares.

What is the value reference listed for the phantom shares in the ONB filing?

The filing references a per-share price of $22.19 related to the reported common stock equivalence.

How were the 281 additional ONB shares acquired?

They were acquired through the Plan's Dividend Reinvestment feature between 06/16/2025 and 09/15/2025.

When was the ONB Form 4 signed on behalf of Thomas E. Salmon?

The form was signed by a paralegal acting as attorney-in-fact on 10/06/2025.

Are the phantom shares payable in stock or cash according to the filing?

The phantom shares represent common stock on a 1-for-1 basis but are payable in cash upon distribution under the Plan's terms.