Form 4: Old National Bancorp Director Defers Compensation

Derrick J. Stewart, a director at Old National Bancorp, acquired 4,815 phantom stock units as part of his deferred compensation plan.

Summary

• Derrick J. Stewart, a Director of Old National Bancorp (ONB), acquired 4,815 shares of phantom stock on November 13, 2025.
• The phantom stock was acquired at a price of $20.7684 per share under the Old National Bancorp Directors' Deferred Compensation Plan.
• This acquisition represents the deferral of the equity portion of Mr. Stewart's 2025 annual director compensation.
• Each phantom stock unit represents one share of Old National Bancorp common stock and is payable in cash upon distribution according to the Plan's terms.
• Following this transaction, Mr. Stewart beneficially owns a total of 28,383 shares of phantom stock.
• Additionally, between September 17, 2024, and September 15, 2025, Mr. Stewart acquired 598 shares of Old National Bancorp common stock through the dividend reinvestment feature of the same Plan.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock as part of a deferred compensation plan is a neutral to slightly positive event, indicating continued alignment of a director's interests with the company's performance without being a direct open market purchase.

Positives

• Director Derrick J. Stewart continues to align his interests with shareholders by deferring compensation into company equity.
• The acquisition of 4,815 phantom stock units at $20.7684 per unit demonstrates ongoing commitment to the company.
• The increase in total beneficial ownership to 28,383 phantom shares reflects a growing stake in the company's future performance.

Negatives

• No specific negatives identified in this routine compensation filing.

Risks

• No specific risks mentioned in this filing.

Future Outlook

No specific future outlook or guidance is provided in this filing, which details a past transaction.

Industry Context

This filing represents a routine insider transaction where a director defers compensation into company equity, a common practice in the financial services industry to align management and director interests with shareholders. It does not provide broader industry trends or competitive analysis.

Comparison to Industry Standards

• This transaction is a standard practice for director compensation in publicly traded companies, particularly within the financial sector.
• Many companies, including peers like Fifth Third Bancorp (FITB) or KeyCorp (KEY), offer similar deferred compensation plans that allow directors to receive equity-based compensation, aligning their long-term interests with shareholder value.
• The specific terms, such as the 1-for-1 conversion of phantom stock to common stock and cash settlement upon distribution, are typical for such plans.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by a director as part of a compensation plan is a related party transaction, though it is a standard and disclosed form of compensation.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders, as the value of the phantom stock is tied to the company's common stock performance.
• Employees/Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this compensation filing.

Next Steps

• No specific future actions or milestones are mentioned beyond the terms of the deferred compensation plan for distribution of the phantom stock.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock by a director as part of a deferred compensation plan. While it indicates continued alignment of interests, it is not an an open market purchase and does not provide new material information that would significantly alter the investment thesis for Old National Bancorp. Therefore, a 'hold' recommendation is appropriate, as this event alone is unlikely to drive significant share price movement.

Keywords

Old National Bancorp, ONB, Derrick J. Stewart, Director Compensation, Phantom Stock, Deferred Compensation Plan, SEC Form 4, Insider Transaction, Equity Compensation