Form 4: ONB Director Acquires Phantom Stock in Deferred Plan

Old National Bancorp Director Thomas Lynn Brown acquired 4,815 shares of phantom stock as part of his 2025 deferred compensation plan.

Summary

• Thomas Lynn Brown, a Director of Old National Bancorp (ONB), reported changes in his beneficial ownership of phantom stock.
• On November 13, 2025, Mr. Brown acquired 4,815 shares of phantom stock under the Old National Bancorp Directors Deferred Compensation Plan (the "Plan").
• These shares were acquired at a price of $20.7684 per share, representing the deferral of the equity portion of his 2025 annual director compensation.
• Following this transaction, Mr. Brown beneficially owns 16,751 shares of phantom stock under the ONB Plan.
• Additionally, between September 16, 2024, and September 15, 2025, Mr. Brown acquired 303 shares of Old National Bancorp common stock through the dividend reinvestment feature of the ONB Plan.
• He also holds 6,600 shares of phantom stock under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "FMBI Plan").
• Between September 16, 2024, and September 15, 2025, Mr. Brown acquired 167 shares of Old National Bancorp common stock via dividend reinvestment in the FMBI Plan.
• All phantom stock shares represent Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution according to plan terms.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive insider transaction where a director is increasing their equity-linked holdings through deferred compensation, signaling confidence and alignment with shareholder interests.

Positives

• A director's acquisition of additional phantom stock, even through deferred compensation, signals continued alignment with shareholder interests and confidence in the company's future.
• The ongoing participation in dividend reinvestment plans indicates a long-term investment perspective by the director.

Future Outlook

The transaction reflects the director's continued participation in the company's deferred compensation plans, indicating an ongoing commitment to the company through at least the 2025 compensation period.

Management Comments

• The acquisition of phantom stock by Director Thomas Lynn Brown demonstrates his continued election to defer compensation into company equity-linked instruments, aligning his financial interests with the long-term performance of Old National Bancorp.

Industry Context

Deferred compensation plans, particularly those involving phantom stock or equity-linked instruments, are a common practice in the financial services industry for compensating non-employee directors. They serve to align director incentives with shareholder value creation and promote long-term commitment.

Related Party Transactions

• The acquisition of phantom stock by Director Thomas Lynn Brown constitutes a related party transaction, as it involves compensation paid to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's performance, potentially fostering more diligent oversight and strategic decision-making.
• Employees: No direct impact mentioned, but strong governance can indirectly benefit all stakeholders.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Continued participation by the director in the Old National Bancorp Directors Deferred Compensation Plan and the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors.
• Future distributions of phantom stock holdings will be made in cash according to the terms of the respective plans.

Key Dates

Recommendation

While a single Form 4 filing, even a positive one, is not typically sufficient to warrant a 'buy' recommendation, the director's continued acquisition of phantom stock through deferred compensation is a positive signal. It indicates ongoing commitment and alignment of interests, reinforcing a 'hold' position for existing investors and suggesting a favorable outlook for those considering investment, pending further fundamental analysis.

Keywords

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