Form 4: Old National Bancorp Executive James A. Sandgren Reports Changes in Beneficial Ownership

James A. Sandgren, CEO of Commercial Banking at Old National Bancorp, reports acquisition and disposal of company stock due to performance share vesting, tax obligations, and dividend reinvestments.

Summary

• On March 15, 2025, James A. Sandgren acquired 33,887 shares of Old National Bancorp common stock through a performance share award.
• On the same day, Sandgren disposed of 16,239 shares to cover tax withholding obligations related to the vesting of the performance share award at a price of $20.96 per share.
• Sandgren also acquired 48 shares of phantom stock under the Old National Bancorp Executive Deferred Compensation Plan on March 17, 2025, at a price of $21.2737 per share.
• Between December 17, 2024, and March 17, 2025, Sandgren acquired 46 shares through dividend reinvestment in the ONB Employee Stock Ownership and Savings Plan 401(k) and 189 shares through dividend reinvestment in the ONB Executive Deferred Compensation Plan.
• Following these transactions, Sandgren directly owns 306,742 shares of common stock and indirectly owns 7,019 shares through the ONB Employee Stock Ownership and Savings Plan 401(k).
• Sandgren also holds 30,023 shares of phantom stock in the ONB Executive Deferred Compensation Plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing reflects routine transactions related to executive compensation and tax obligations. The acquisition of performance shares is a positive sign, but the disposal of shares for tax purposes is a neutral event.

Positives

• The acquisition of 33,887 shares through a performance share award suggests positive performance recognition for James A. Sandgren.
• Dividend reinvestments in both the 401(k) and Executive Deferred Compensation Plan indicate a long-term investment strategy and confidence in the company's future.

Negatives

• The disposal of 16,239 shares to cover tax obligations, while standard, reduces Sandgren's direct holdings in the company.

Risks

• Fluctuations in the stock price could impact the value of Sandgren's holdings, including both common stock and phantom stock.
• Changes in tax laws could affect the tax obligations associated with vesting shares and deferred compensation.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. These filings are closely watched by investors to gauge management's sentiment and confidence in the company's prospects.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards to align management's interests with those of shareholders.
• Dividend reinvestment programs are a common feature of employee stock ownership plans and deferred compensation plans, allowing employees to increase their ownership stake in the company over time.
• The vesting of performance shares and subsequent sale of shares to cover tax obligations is a standard practice among publicly traded companies.

Stakeholder Impact

• The transactions reported have a minimal direct impact on stakeholders.
• The acquisition of performance shares could be viewed positively by shareholders as it aligns management's interests with company performance.

Key Dates