Old National Bancorp (ONB) executive cashes out 31,230 phantom stock units

Rhea-AI Filing Summary

Old National Bancorp executive James A. Sandgren, CEO of Commercial Banking, reported a cash-settled disposition of deferred compensation tied to company stock. On February 4, 2026, he disposed of 31,230 phantom stock units under the Old National Bancorp Executive Deferred Compensation Plan at $25.6074 per unit, reducing his reported phantom stock holdings to zero. The phantom stock represents an equivalent number of Old National common shares on a 1-for-1 basis but is payable in cash under the plan, rather than through delivery of shares. Remarks state the transaction was undertaken for estate planning and securities portfolio diversification purposes.

Insights

Insider transactions analyst

Routine cash-out of deferred phantom stock by Old National executive.

The filing shows James A. Sandgren, CEO of Commercial Banking at Old National Bancorp, disposing of 31,230 phantom stock units on February 4, 2026. These units are part of an executive deferred compensation plan and track Old National common stock on a 1-for-1 basis but pay out in cash.

The transaction code "S" and the reported price of $25.6074 per unit indicate a sale or cash distribution of the phantom units, leaving 0 units reported afterward. A footnote explains that the units are payable in cash under the plan rather than as stock, which frames this as a compensation and planning event rather than an open-market trade.

The remarks cite estate planning and portfolio diversification as motivations. Prior activity in the plan included dividend reinvestment acquisitions between September 16, 2025 and December 15, 2025. Overall, this appears to be a routine executive deferred compensation adjustment, with limited direct implications beyond individual financial planning.

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^*

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)
02/04/2026

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)	02/04/2026		S			31,230	(1)	(1)	Common Stock	31,230	$25.6074	0(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 September 16, 2025 and December 15, 2025, the Reporting Person acquired 189 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the Plan.

Remarks:

Shares were sold for estate planning and securities portfolio diversification purposes.

	/s/ Andrea L. Stangl, as Attorney-In-Fact for James A. Sandgren	02/05/2026
	** 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 for James A. Sandgren?

Old National Bancorp reported that executive James A. Sandgren disposed of 31,230 phantom stock units on February 4, 2026. These units were held under the ONB Executive Deferred Compensation Plan and are cash-settled based on Old National common stock’s value.

What are the phantom stock units reported in the ONB Form 4 for James A. Sandgren?

The phantom stock units represent notional shares of Old National Bancorp common stock on a 1-for-1 basis. Under the Executive Deferred Compensation Plan, they are ultimately payable in cash to the reporting person according to the plan’s distribution terms.

How many Old National Bancorp phantom stock units did James A. Sandgren dispose of and at what price?

James A. Sandgren disposed of 31,230 phantom stock units at a price of $25.6074 per unit. After this transaction, his reported holdings of this specific phantom stock under the plan decreased to zero units.

Was the Old National Bancorp insider transaction an open-market stock sale?

No, the transaction involved phantom stock units under the Executive Deferred Compensation Plan, not direct common shares. The units track ONB common stock 1-for-1 but are settled in cash according to the plan’s terms, rather than through market share sales.

What reason was given for James A. Sandgren’s phantom stock transaction at Old National Bancorp?

The remarks state the phantom stock-related transaction was undertaken for estate planning and securities portfolio diversification purposes. This indicates a personal financial planning rationale, rather than a change in role or company-specific operational development.

Did James A. Sandgren previously acquire Old National Bancorp shares through the deferred compensation plan?

Yes. A footnote notes that between September 16, 2025 and December 15, 2025, he acquired 189 shares of Old National Bancorp common stock through the dividend reinvestment feature of the Executive Deferred Compensation Plan.