Form 4: ONB Director Salmon Boosts Phantom Stock Holdings

Old National Bancorp Director Tom Salmon acquired 307 shares of phantom stock on December 5, 2025, as part of his deferred compensation plan.

Summary

• Tom Salmon, a Director of Old National Bancorp (ONB), acquired 307 shares of phantom stock.
• The transaction occurred on December 5, 2025.
• The phantom stock was acquired at a price of $22.39 per share.
• These shares were obtained pursuant to the Old National Bancorp Directors' Deferred Compensation Plan, representing quarterly director fees paid in cash.
• Each phantom stock share 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, Tom Salmon beneficially owns 50,128 shares of phantom stock.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates a director's continued accumulation of equity-linked compensation, aligning interests, but it's a routine event and not direct common stock.

Positives

• Director Tom Salmon increased his beneficial ownership in Old National Bancorp through the acquisition of 307 phantom stock units, aligning his interests with shareholders.
• The acquisition is part of a structured deferred compensation plan, indicating a routine and planned increase in director holdings.

Negatives

• The acquired securities are phantom stock, which are not direct common stock shares and are payable in cash upon distribution, rather than providing direct equity ownership or voting rights.

Risks

• No specific risks are mentioned in this Form 4 filing, as it primarily reports an insider transaction.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely an insider transaction report.

Industry Context

Director deferred compensation plans, often involving phantom stock, are a common practice in the financial services industry and other sectors. These plans allow directors to defer compensation and align their long-term interests with the company's performance, without immediately impacting the company's cash flow or outstanding share count.

Comparison to Industry Standards

• Many publicly traded companies, particularly in the banking and financial services sector like Old National Bancorp, utilize deferred compensation plans for their directors.
• These plans typically involve phantom stock or similar equity-linked instruments, which are common mechanisms for aligning director incentives with shareholder value over the long term.
• The structure of this plan, where phantom stock is acquired from quarterly director fees and is payable in cash, is consistent with standard industry practices for non-employee director compensation.

Related Party Transactions

• Director Tom Salmon's acquisition of phantom stock under the Old National Bancorp Directors' Deferred Compensation Plan constitutes a related party transaction, as it involves compensation provided by the issuer to a member of its board of directors.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director can be viewed positively as it aligns the director's financial interests with the long-term performance of the company, potentially encouraging decisions that enhance shareholder value.
• Directors: The deferred compensation plan provides a mechanism for directors to receive compensation in a tax-efficient manner and build a stake in the company's future.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing beyond the routine operation of the deferred compensation plan.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction related to director compensation. While the acquisition of phantom stock by a director generally signals alignment of interests, it does not represent a direct open-market purchase of common stock nor does it provide new material information that would fundamentally alter the investment thesis for Old National Bancorp. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific filing.

Keywords

Old National Bancorp, ONB, Tom Salmon, Director, Phantom Stock, Deferred Compensation, Insider Transaction, SEC Form 4