Old National Bancorp Insider Filing Shows Routine Phantom Stock Grant

Rhea-AI Filing Summary

Old National Bancorp (ONB) – Form 4 insider filing: Director Thomas E. Salmon reported the acquisition of 305 units of phantom stock on 07/07/2025 under the company’s Directors’ Deferred Compensation Plan. The phantom units mirror ONB common shares on a 1-for-1 basis but are paid out in cash when distributed, so no actual shares were issued into the market. The transaction was coded “A” (acquired) and priced at $22.6184 per unit.

Following this quarterly fee-related award, Salmon’s aggregate phantom and common share balance recorded in the plan rose to 44,414 equivalent shares. The filing also notes that between 03/18/2025 and 06/16/2025 he reinvested dividends that added 296 common shares, though that activity is outside the current report date.

The Form 4 reflects routine, compensation-driven accumulation rather than an open-market purchase and does not alter the company’s share count or capital structure. While insider alignment increases modestly, the 305-share size is immaterial relative to ONB’s average daily volume and market capitalization, suggesting limited market impact.

Insights

Financial Analyst

TL;DR – Small, routine phantom-stock grant; neutral market impact.

The filing discloses a non-market acquisition of 305 phantom shares by Director Thomas Salmon at $22.62, lifting his beneficial holding to 44,414 units. Because the award is part of the deferred compensation program and settled in cash, it neither affects ONB’s share count nor signals a directional bet. The amount (<$7k) is negligible versus ONB’s >$4 billion market cap, so I view the event as administrative and valuation-neutral.

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^*

Salmon Tom

(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)
07/07/2025

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 Directors Deferred Compensation Plan	(1)	07/07/2025		A		305(1)		(1)	(1)	Common Stock	305	$22.6184	44,414(2)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors' Deferred Compensation Plan (the "Plan") for nonemployee directors as a result of quarterly director 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 Plan.

2. Between March 18, 2025 and June 16, 2025, the Reporting Person acquired 296 shares of Old National Bancorp common stock pursuant to the Dividend Reinvestment feature of the Plan.

	/s/ Sharon K. Brantley, Paralegal, Attorney-in-Fact for Thomas E. Salmon	07/08/2025
	** 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

How many ONB phantom shares did Director Tom Salmon acquire?

He acquired 305 units of phantom stock on 07/07/2025.

What price was assigned to the phantom stock units?

Each unit was priced at $22.6184 according to the Form 4.

What is Thomas Salmon’s total beneficial ownership after the transaction?

His total plan balance is 44,414 equivalent shares following the grant.

Does the phantom stock acquisition dilute existing ONB shareholders?

No. Phantom shares are cash-settled and do not increase the number of outstanding ONB common shares.

Is this transaction an open-market purchase by the director?

No. It is a compensation-related grant under the Directors’ Deferred Compensation Plan.