Old National Bancorp Form 4: Sandgren acquires 49 phantom units

Rhea-AI Filing Summary

Old National Bancorp (ONB) – Form 4 insider filing

ONB disclosed that James A. Sandgren, Chief Executive Officer of Commercial Banking, executed a single transaction on 23 June 2025 within the company’s Executive Deferred Compensation Plan.

• Security type: Phantom stock units that mirror ONB common shares on a 1-for-1 basis and are settled in cash.
• Quantity acquired: 49 units (code “A” – acquisition).
• Transaction price: US $20.94 per unit, implying an incremental notional value of roughly US $1,026.
• Resulting derivative holdings: 30,568 phantom stock units after the trade.
• Ownership form: Direct (D).

Footnotes indicate the executive also accrued an additional 204 phantom shares through dividend reinvestment between 18 Mar 2025 and 16 Jun 2025, but those reinvestments are outside the report’s primary transaction line.

No non-derivative transactions were reported, and there were no dispositions. The filing reflects routine participation in a deferred-compensation plan rather than an open-market purchase or sale. Given the small dollar value relative to ONB’s market capitalization, the disclosure is unlikely to be financially material but does provide transparency on executive equity-linked compensation.

Insights

Securities Analyst

TL;DR: Routine Form 4; CEO–Commercial Banking adds 49 phantom units—minor, informational, low market impact.

The filing shows Mr. Sandgren incrementally boosting his deferred-compensation phantom-share balance. Because phantom stock is cash-settled and non-voting, market-moving signals are weaker than with open-market common stock purchases. The dollar amount (≈US$1k) is immaterial. No sales were recorded, so there is no negative signalling either. Overall, the document simply updates cumulative insider holdings and confirms continuing participation in ONB’s long-term incentive structure.

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)
06/23/2025

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)	06/23/2025		A		49(1)		(1)	(1)	Common Stock	49	$20.94	30,568(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 March 18, 2025 and June 16, 2025, the Reporting Person acquired 204 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature of the ONB Executive Deferred Compensation Plan.

	/s/ Sharon K. Brantley, Paralegal, as Attorney-In-Fact for James A. Sandgren	06/24/2025
	** 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 ONB insider James Sandgren purchase on 23 June 2025?

49 phantom stock units were acquired within the Executive Deferred Compensation Plan.

At what price were the phantom shares acquired by ONB’s Sandgren?

The units were credited at $20.94 per phantom share.

How many phantom stock units does Sandgren hold after the transaction?

His total derivative holdings stand at 30,568 phantom shares following the acquisition.

Does the Form 4 show any sales of ONB securities by Sandgren?

No. The filing only reports an acquisition; there were no dispositions.

Why are these securities classified as phantom stock?

Phantom units mirror ONB common stock on a 1-for-1 basis but are cash-settled upon distribution under the deferred-compensation plan.