Old National (ONB) Executive Deferral: 48 Phantom Stock Units Reported

Rhea-AI Filing Summary

James A. Sandgren, listed as CEO, Commercial Banking and a director of Old National Bancorp (ONB), reported a Form 4 disclosing a transaction on 08/18/2025. He acquired 48 phantom stock units under the Old National Bancorp Executive Deferred Compensation Plan; those units represent Old National common stock on a 1-for-1 basis and are payable in cash on distribution under the plan terms.

The filing shows an imputed per-share price of $21.475 for the underlying common stock and reports 30,755 shares beneficially owned by Sandgren following the transaction, held directly. The Form 4 was signed by an attorney-in-fact on behalf of Sandgren on 08/19/2025.

Positive

• Transparent disclosure of the deferred-compensation credit under the company's Executive Deferred Compensation Plan
• No immediate dilution since the units are phantom stock payable in cash rather than newly issued shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Minor executive compensation deferral; procedural disclosure with no dilution or cash issuance now.

This Form 4 documents an executive participation in a deferred compensation plan that credits phantom stock units tied to the issuer's common stock on a 1-for-1 basis. Such grants typically align executive interests with shareholders without immediate equity dilution because payment is in cash upon distribution. The filing is routine and compliant, showing direct beneficial ownership of 30,755 shares after the credited units. There is no indication of a sale, transfer, or exercise that would change outstanding share count today; the material fact is the addition of 48 phantom units under the Plan.

Compensation/Risk Analyst

TL;DR: Small incremental deferred-compensation credit; limited near-term financial impact.

The reported 48 phantom units are modest in size relative to the reported 30,755 shares of direct ownership and are payable in cash per the Plan. From a risk perspective, phantom units expose the issuer to a future cash obligation tied to stock value at distribution, but this single small grant is not material on its own. The disclosure meets Section 16 reporting requirements with an attorney-in-fact signature, indicating standard administrative processing.

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)
08/18/2025

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 Executive Deferred Compensation Plan	(1)	08/18/2025		A		48(1)		(1)	(1)	Common Stock	48	$21.475	30,755	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.

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James A. Sandgren	08/19/2025
	** 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 James A. Sandgren report on the Form 4 for ONB?

He reported acquiring 48 phantom stock units under the Old National Bancorp Executive Deferred Compensation Plan on 08/18/2025.

How many shares does Sandgren beneficially own after the transaction?

The Form 4 reports 30,755 shares beneficially owned following the reported transaction, held directly.

Are the phantom stock units actual shares or cash-settled?

They are phantom stock units that represent common stock on a 1-for-1 basis but are payable in cash upon distribution under the Plan.

What price is associated with the reported units?

The filing shows an associated per-share figure of $21.475 for the underlying common stock in the Table II entry.

Who signed the Form 4 and when?

The Form 4 was signed by Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James A. Sandgren on 08/19/2025.