ONB director defers fees into phantom stock under comp plans

Rhea-AI Filing Summary

Old National Bancorp (ONB)

11/17/2025 - 08:58 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

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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^*

HENSELER PETER 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 FMBI NQ Def Comp Plan-Non-Employee Directors	(1)							(1)	(1)	Common Stock	2,657		2,657(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	4,815	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 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 FMBI Plan.

2. Between February 16, 2022 and September 15, 2025, the Reporting Person acquired 301 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.

	/s/ Andrea L. Stangl, Attorney-in-fact for Peter J. Henseler	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 reports that a director of Old National Bancorp acquired phantom stock units under two deferred compensation plans as a result of deferring quarterly director fees and the equity portion of 2025 annual director compensation.

How many phantom stock units are reported under the FMBI Nonemployee Directors deferred compensation plan?

The filing lists 2,657 phantom stock units under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, each representing one share of Old National Bancorp common stock and payable in cash in accordance with that plan.

How many phantom stock units did the Old National Bancorp director receive under the ONB Directors Deferred Compensation Plan?

Under the Old National Bancorp Directors Deferred Compensation Plan, the director acquired 4,815 phantom stock units on 11/13/2025, reflecting deferred quarterly director fees and the equity portion of the director’s 2025 annual compensation.

Does the phantom stock in this Old National Bancorp (ONB) filing settle in shares or cash?

The filing states that the phantom stock units represent Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant under the terms of each deferred compensation plan.

What additional Old National Bancorp shares did the director acquire through dividend reinvestment?

The Form 4 notes that between February 16, 2022 and September 15, 2025, the reporting person acquired 301 shares of Old National Bancorp common stock through the dividend reinvestment feature of the FMBI deferred compensation plan.

What is the role of the reporting person in Old National Bancorp (ONB)?

The reporting person is identified as a director of Old National Bancorp, with the Form 4 box for Director checked under the relationship to issuer section.