[Form 4] Old National Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Old National Bancorp (ONB) filed a Form 4 showing that James A. Sandgren, CEO-Commercial Banking, acquired 45 phantom stock units on 07/21/2025 through the Executive Deferred Compensation Plan at an effective price of $22.9475 each. Phantom units track ONB common stock 1-for-1 and settle in cash upon distribution. Sandgren now holds 30,658 phantom units. No common shares were bought or sold, and his direct share ownership remains unchanged. The 45-unit addition is less than 0.2 % of his total deferred balance and is immaterial to ONB’s public float, signalling routine compensation activity with minimal market impact.

Insights

Securities Analyst

TL;DR: Minor phantom-stock credit; neutral impact, signals routine compensation.

The filing records a small, plan-based acquisition rather than an open-market buy, so price discovery and float are unaffected. While continued insider exposure can be read as a modest vote of confidence, 45 units (<$1,100) versus 30k+ already held is statistically insignificant. I view the event as administratively routine with no valuation effect on ONB.

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).

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)
07/21/2025

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)	07/21/2025		A		45(1)		(1)	(1)	Common Stock	45	$22.9475	30,658	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	07/22/2025
	** 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 Old National Bancorp (ONB) disclose in the latest Form 4?

James A. Sandgren acquired 45 phantom stock units under the Executive Deferred Compensation Plan on 07/21/2025.

How many phantom shares does Sandgren own after the transaction?

His phantom stock balance rose to 30,658 units.

What price was assigned to the newly acquired phantom stock?

The plan credited the units at $22.9475 per share.

Was this an open-market insider purchase?

No. The acquisition occurred inside a deferred-compensation plan; no common shares were bought or sold on the market.

Does the filing materially affect ONB’s share float?

No. The 45-unit credit is immaterial to ONB’s outstanding shares and has negligible market impact.

When did the phantom stock acquisition take place?

The transaction date was 07/21/2025, reported on 07/22/2025.