Form 4: Old National Bancorp Executive Gifts Shares
Insider Transaction Report
Old National Bancorp's CEO of Commercial Banking, James A. Sandgren, reported gifting 4,516 shares of common stock.
Summary
- James A. Sandgren, CEO, Commercial Banking at Old National Bancorp (ONB), reported a transaction on December 4, 2025.
- The transaction involved the disposition of 4,516 shares of Common Stock as a gift (Transaction Code G) at a price of $0 per share.
- Following this transaction, James A. Sandgren directly beneficially owns 302,226 shares of Common Stock.
- Additionally, 7,111 shares are indirectly beneficially owned through the ONB Employee Stock Ownership and Savings Plan 401(k).
- Between March 18, 2025, and September 15, 2025, 92 shares of Old National Bancorp common stock were acquired by the reporting person through the dividend reinvestment feature of the 401(k) plan.
- The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Sentiment
Score: 5
Explanation: This Form 4 filing reports a routine insider transaction (a gift of shares and dividend reinvestment acquisitions) and does not contain information that would significantly alter the sentiment towards the company's performance or outlook. It is a factual disclosure of changes in beneficial ownership.
Positives
- The reporting person acquired 92 shares of common stock through dividend reinvestment in the company's 401(k) plan, indicating continued participation in the employee stock ownership program.
Negatives
- The disposition of 4,516 shares of common stock as a gift reduces the direct beneficial ownership of the executive.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compliance Disclosure | The reported transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan designed to comply with insider trading regulations. | 12/04/2025 | Enhances transparency and demonstrates adherence to SEC rules regarding insider trading, mitigating potential concerns about opportunistic trading. |
Stakeholder Impact
- Shareholders: Will note the change in direct beneficial ownership by a key executive, though a gift is generally viewed differently than a sale.
- Employees: The continued participation in the 401(k) plan through dividend reinvestment highlights executive engagement with employee stock ownership programs.
Key Dates
| Date | Description |
|---|---|
| 03/18/2025 | Start date for the period during which 92 shares were acquired via dividend reinvestment in the 401(k) plan. |
| 09/15/2025 | End date for the period during which 92 shares were acquired via dividend reinvestment in the 401(k) plan. |
| 12/04/2025 | Date of the common stock gift transaction by James A. Sandgren. |
| 12/08/2025 | Signature date of the Form 4 filing. |
Keywords
ONB, Old National Bancorp, Form 4, insider transaction, stock gift, James A. Sandgren, CEO Commercial Banking, beneficial ownership, Rule 10b5-1(c)
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