Form 4: Director Hayley Acquires ONB Phantom Stock

Old National Bancorp Director Kathryn Hayley acquired 4,815 shares of phantom stock through a deferred compensation plan.

Summary

• Kathryn Hayley, a Director of Old National Bancorp (ONB), acquired 4,815 shares of phantom stock.
• The acquisition occurred on November 13, 2025, at a price of $20.7684 per share.
• These phantom shares were acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan.
• The acquisition represents a deferral of quarterly director fees and the equity portion of her 2025 annual director compensation.
• Each phantom share represents one share of Old National Bancorp common stock on a 1-for-1 basis and is payable in cash upon distribution according to the plan terms.
• Following this transaction, Kathryn Hayley beneficially owns 4,815 shares of phantom stock.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of director compensation deferral, which is a neutral event but slightly positive as it indicates continued director alignment with company performance through equity-linked compensation.

Positives

• Director's continued participation in the company's deferred compensation plan, aligning interests with shareholders.
• The acquisition of phantom stock indicates a commitment to long-term compensation strategies for directors.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the details of the compensation plan.

Management Comments

• Represents shares of phantom stock acquired pursuant to the Old National Bancorp Directors Deferred Compensation Plan (the "Plan") as a result of the deferral of quarterly directors fees paid 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.
• Represents shares of phantom stock acquired pursuant to the Plan as a result of the deferral of the equity portion of the Reporting Person's 2025 annual director compensation.

Industry Context

This transaction is a standard director compensation deferral, common in the financial services industry, where executives and directors often elect to defer compensation into company stock or phantom stock plans to align their interests with long-term shareholder value and for tax planning purposes. It reflects a typical corporate governance practice for publicly traded banks like Old National Bancorp.

Comparison to Industry Standards

• Deferred compensation plans for directors are a common practice across the financial services industry, including regional banks such as Fifth Third Bancorp (FITB) or Huntington Bancshares (HBAN), which often offer similar mechanisms for directors to defer fees into equity-linked instruments.
• The structure of phantom stock, representing common stock on a 1-for-1 basis and payable in cash, is a standard approach to provide equity exposure without immediate share issuance, similar to plans seen at other publicly traded companies.
• The acquisition of phantom stock as part of annual director compensation and deferred fees aligns with best practices in corporate governance, promoting long-term alignment between director incentives and shareholder returns, a strategy employed by many S&P 500 companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction aligns director interests with shareholder value through equity-linked compensation, potentially fostering better long-term decision-making.
• Directors: The deferred compensation plan provides a mechanism for directors to manage their compensation and tax obligations while maintaining an interest in the company's performance.

Next Steps

• Distribution of phantom stock in cash to the participant in accordance with the terms of the Old National Bancorp Directors Deferred Compensation Plan.

Key Dates

Recommendation

This Form 4 filing details a routine director compensation deferral into phantom stock and does not contain information that would fundamentally alter the investment thesis for Old National Bancorp. It reflects standard corporate governance and compensation practices, suggesting no immediate catalyst for a 'buy' or 'sell' recommendation based solely on this disclosure. Investors should continue to 'hold' and evaluate the company based on broader financial performance, strategic initiatives, and market conditions.

Keywords

Old National Bancorp, ONB, Kathryn Hayley, Director Compensation, Phantom Stock, Deferred Compensation Plan, SEC Form 4, Insider Transaction, Beneficial Ownership