Form 4: Old National Bancorp Executive Increases Phantom Stock Holdings Through Deferred Compensation Plan

James A. Sandgren, CEO of Commercial Banking at Old National Bancorp, acquired 45 units of phantom stock as part of the company's Executive Deferred Compensation Plan.

Summary

• James A. Sandgren, the CEO of Commercial Banking at Old National Bancorp (ONB), acquired 45 units of phantom stock.
• The transaction occurred on July 8, 2025, as part of the Old National Bancorp Executive Deferred Compensation Plan.
• Each phantom stock unit represents one share of Old National Bancorp common stock.
• The acquisition price for each phantom stock unit was $22.855.
• Following this transaction, James A. Sandgren beneficially owns a total of 30,613 phantom stock units.
• These phantom stock units are payable in cash upon distribution to the reporting person in accordance with the terms of the Plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it represents a routine insider acquisition of phantom stock, aligning executive interests with company performance, which is generally viewed favorably by investors.

Positives

• The acquisition of phantom stock by a key executive, James A. Sandgren, aligns his interests with those of shareholders, as the value of his holdings is tied to the company's stock performance.
• The transaction is part of a structured Executive Deferred Compensation Plan, indicating a standard and expected component of executive remuneration.

Future Outlook

The phantom stock units are payable in cash upon distribution to the Reporting Person in accordance with the terms of the Old National Bancorp Executive Deferred Compensation Plan.

Industry Context

This transaction reflects a common practice in the financial services industry where executive compensation packages often include equity-linked incentives like phantom stock to align management interests with long-term shareholder value.

Comparison to Industry Standards

• Executive deferred compensation plans, including those involving phantom stock, are a standard component of remuneration packages for senior executives across the banking and financial services sector.
• The structure of the Old National Bancorp Executive Deferred Compensation Plan, where phantom stock converts to cash based on common stock value, is consistent with similar plans offered by peer institutions to retain and incentivize key talent.

Related Party Transactions

• The acquisition of phantom stock by James A. Sandgren, an officer of Old National Bancorp, under the company's Executive Deferred Compensation Plan, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The transaction aligns the interests of a key executive with shareholders, as the value of his compensation is tied to the company's stock performance, potentially encouraging long-term value creation.
• Employees: This type of compensation plan can serve as a model for executive incentives, potentially influencing broader compensation strategies within the company.

Next Steps

• Phantom stock units will be paid out in cash to James A. Sandgren upon distribution, according to the terms of the Old National Bancorp Executive Deferred Compensation Plan.

Key Dates

Recommendation

Keywords

Old National Bancorp, ONB, James A. Sandgren, Phantom Stock, Executive Compensation, Deferred Compensation Plan, Insider Transaction, SEC Form 4, Financial Services, Banking