ONB director defers 2025 equity pay into 4,815 phantom stock units

Rhea-AI Filing Summary

Old National Bancorp (ONB)11/13/2025, he acquired 4,815 shares of phantom stock under the Old National Bancorp Directors' Deferred Compensation Plan at a derivative security price of $20.7684. These phantom stock units mirror Old National Bancorp common stock on a 1-for-1 basis and are payable in cash according to the plan's terms. Following this transaction, Stewart beneficially owned 28,383 phantom stock units. The filing also notes that between September 17, 2024 and September 15, 2025, he acquired 598 shares of common stock through the plan's dividend reinvestment feature.

11/17/2025 - 09:00 PM

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^*

Stewart Derrick J

(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	28,383(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 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.

3. Between September 17, 2024 and September 15, 2025, the Reporting Person acquired 598 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

	/s/ Andrea L. Stangl, Attorney-in-fact for Derrick J. Stewart	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 insider transaction did Old National Bancorp (ONB) report on this Form 4?

The Form 4 discloses that director Derrick J. Stewart acquired 4,815 shares of phantom stock on 11/13/2025 under the Old National Bancorp Directors' Deferred Compensation Plan.

What are the terms of the phantom stock reported for Old National Bancorp (ONB)?

The phantom stock represents shares of Old National Bancorp common stock on a 1-for-1 basis and is payable in cash upon distribution in accordance with the plan's terms.

How many phantom stock units does the ONB director own after this transaction?

After the reported transaction, Derrick J. Stewart beneficially owned 28,383 phantom stock units linked to Old National Bancorp common stock.

At what price were the ONB phantom stock units recorded in this transaction?

The 4,815 phantom stock units acquired on 11/13/2025 were reported at a derivative security price of $20.7684 per unit.

How is the ONB director's compensation related to this phantom stock award?

The filing states that the phantom stock was acquired as a result of the deferral of the equity portion of Derrick J. Stewart's 2025 annual director compensation under the directors' deferred compensation plan.

Did the Old National Bancorp (ONB) director acquire additional common shares through dividend reinvestment?

Yes. Between September 17, 2024 and September 15, 2025, the director acquired 598 shares of ONB common stock via the dividend reinvestment feature of the plan.