ONB director boosts deferred phantom stock holdings via fee deferral

Rhea-AI Filing Summary

Old National Bancorp (ONB) director Thomas Lynn Brown reported acquisitions of phantom stock linked to company shares under two deferred compensation plans. On 11/13/2025, he acquired 4,815 phantom stock units through the Old National Bancorp Directors Deferred Compensation Plan, tied to the deferral of the equity portion of his 2025 annual director compensation. These units mirror Old National Bancorp common stock on a 1-for-1 basis and are payable in cash under plan terms.

He also holds phantom stock from the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, with units representing Old National Bancorp common stock on a 1-for-1 basis and payable in cash at distribution. Between September 16, 2024 and September 15, 2025, he acquired 167 and 303 shares of Old National Bancorp common stock equivalents through dividend reinvestment features in the two plans, increasing his deferred, cash-settled economic exposure to ONB stock.

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^*

Brown Thomas Lynn

(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 FMBI NQ Def Comp Plan-Non-Employee Directors	(1)							(1)	(1)	Common Stock	6,600		6,600(2)	D
Phantom Stock ONB Directors Deferred Compensation Plan	(3)	11/13/2025		A		4,815(4)		(3)	(3)	Common Stock	4,815	$20.7684	16,751(5)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "FMBI 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 FMBI Plan.

2. Between September 16, 2024 and September 15, 2025, the Reporting Person acquired 167 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the FMBI Plan.

3. 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.

4. 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.

5. Between September 16, 2024 and September 15, 2025, the Reporting Person acquired 303 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

	/s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown	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.
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FAQ

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

The filing reports that director Thomas Lynn Brown acquired additional phantom stock units tied to Old National Bancorp common stock through two deferred compensation plans, primarily by deferring fees and reinvesting dividends.

How many phantom stock units did the ONB director acquire on 11/13/2025?

On 11/13/2025, the director acquired 4,815 phantom stock units under the Old National Bancorp Directors Deferred Compensation Plan, corresponding on a 1-for-1 basis to ONB common shares and payable in cash.

What deferred compensation plans are involved in the ONB Form 4 for Thomas Lynn Brown?

The transactions involve phantom stock in the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors and the Old National Bancorp Directors Deferred Compensation Plan, both linked 1-for-1 to Old National Bancorp common stock.

How were dividend reinvestments reflected in the ONB director’s phantom stock holdings?

Between September 16, 2024 and September 15, 2025, the director acquired 167 shares equivalent under the FMBI Plan and 303 shares equivalent under the ONB Plan via dividend reinvestment features tied to Old National Bancorp common stock.

Are the phantom stock units in this ONB filing settled in shares or cash?

The phantom stock units in both the FMBI Plan and the Old National Bancorp Directors Deferred Compensation Plan represent ONB common stock on a 1-for-1 basis but are payable in cash upon distribution under each plan’s terms.

Does this Form 4 indicate a change in the ONB director’s economic exposure to the stock?

Yes. By deferring directors’ fees and reinvesting dividends into phantom stock units that track Old National Bancorp common stock, the director increased his cash-settled economic exposure to the company’s share performance.