Go ahead and get started. Good afternoon, everybody. My name is David Long. I'm one of the five research analysts or bank research analysts here at Raymond James. I'm the analyst that covers Old National Bancorp, and welcome to our 46th Annual Institutional Investors Conference. Glad to see so many people here today. This afternoon, we're really excited to welcome Old National Bancorp to the conference. Old National goes by ticker ONB. It's a $54 billion asset bank headquartered in Evansville, Indiana. It has a market cap of just about $7.5 billion. Through acquisitions and organic growth, Old National has become one of the largest regional banks headquartered in the Midwest, with a top 10 deposit share in the states of Indiana, Illinois, Wisconsin, and Minnesota. It will be adding to its footprint later this year when it closes the pending acquisition of Bremer Financial, tacking on another $15 billion in assets in the Upper Midwest, mostly in the state of Minnesota. Joining us today for the discussion is Chairman and CEO Jim Ryan, as well as Chief Financial Officer John Moran. And we also have Corporate Treasurer Mike Loyd here on site as well. With that said, I'm going to turn it over to Jim Ryan for some opening comments before we get into discussion on the bank. Well, thank you, David. Thanks for the invitation. So happy to be here. And thank you to Raymond James for all your great support over the years. Old National just turned 190 years old in November, headquartered in the exact same spot we started in 1834. So I like to joke a little bit. We've been doing the same type of banking that entire time for the last 190 years, which is getting up every single day and thinking about the communities we serve and bringing the great resources of our team members to each one of our clients and communities. So Old National's had an incredible run here, the last handful of years especially. And we came off 2023, finished a record year. 2024 was off a little bit, unfortunately. Interest rates and margin compression-related interest rates had earnings down just a touch. But this year, if you believe your expectations and Wall Street's expectations, off to a strong start for 2025. And then obviously with our pending partnership with Bremer Bank, we expect great growth to come out of that, both in terms of the balance sheet size at a pro forma $70 billion in total assets and tremendous growth in earnings as well. So we're excited about that partnership. Minnesota has been a great state for Old National. This brings in more scale and density in the state of Minnesota. The Twin Cities specifically also brings some from Western Wisconsin. And then a new state on the bingo card, North Dakota. Many of you didn't have that on your bingo card. We weren't sure we had that on our bingo card, but we're in North Dakota. I've had a chance to visit some of our team members there. And what an outstanding opportunity that's going to be for us as well. So we're super excited about what the future holds for us, continued growth, both in terms of our footprint and client base. And then obviously, we feel really good about where we finished this last year and where we're headed. Excellent. Thank you, Jim. Let's stick with Bremer here for a couple more minutes. How is the pre-close integration going? And also, where do you see the biggest opportunities from a financial perspective with that franchise? Yeah, I'll start here and then I'll ask John to jump in. I'm even more enthusiastic today about the people. The people I've had a chance to spend time with, we've had a chance to visit across the franchise. And it's just a quality group of team members who have come together. Some of them are relatively new and some of them have been there a long time. But the more time we spend with them, the more we realize the cultures are very much aligned and feel like that gives us a lot of leg up. Obviously, they've had some distractions over the last five years. Going forward, it's really about growth and investment in the team, growth and investment in the marketplace. And we're not looking at a lot of consolidations to make the two operations come together. And so I think that's a really great story to tell to those team members. And I can't be more excited about the, John, I'll get into financial projections maybe a little bit here. What I would say, just generally speaking, everything we thought when we did our due diligence has proven to be true. And we feel even more optimistic today. Yeah, I think we're really excited about it. I think when you think about where we will sit in Twin Cities, it's a unique position to be the third bank in town there. It's a really top-heavy market. Wells Fargo and U.S. Bank are kind of number one and number two. They've got 70% of that market. They're good banks. They're not good at everything, though, and they kind of drop the ball a lot in places where we really shine, kind of small business and lower part of middle market. I think it's going to be a tremendous opportunity for us. I think there's a lot of folks in market that are looking for a third bank and hoping that we're going to be successful up there. It feels, to Jim's point, culturally like a phenomenal fit and really good people. And I think the place that you said opportunities, we had fished out of Bremer a couple of wealth hires. We're kind of bringing the band back together on the wealth side of things. We have invested heavily in that line of business and kind of upped our game and repositioned some of our product offering. I think there's a tremendous opportunity there, not sitting in an M&A model, but I think that there's a tremendous opportunity for us in wealth. And then the Plains states, terrific markets, to Jim's point. They've got really, really good share. Those are great small business markets, good ag markets, lots of low-cost sticky deposits. And I think if there's anything kind of underappreciated about Bremer, it'd be that deposit franchise. I mean, just a tremendous deposit franchise, $13 billion of low-cost core deposits that really, I think, reload our ability to continue to be on offense and do a good thing for us in terms of a liquidity perspective. Excellent. Thank you. Let's stick with M&A, CapStar. Closed that acquisition last year down in Tennessee. How is that integration progressing? And have you been able to leverage more of the Old National franchise into Tennessee? Yeah, I'll start at 50,000-foot and have John jump in here, but we were really pleased, and it was a great opportunity for us to enter Nashville at a very reasonable price, and as we looked at the build versus buy analysis, this was a much greater opportunity to start with a franchise that had good bones to it, and we were able to build upon it. With the way our integration models work, we really, by the time the systems integration is done, we've really kind of fully integrated the operations. We continue to hire and invest in talent across the state of Tennessee, and so we've been able to leverage that even further and build deeper relationships. Our leadership team has spent a considerable amount of time down in Tennessee broadly, and we're off to a really strong start. But long term, I think the prospects are even greater. As we think about just changes that might happen in an industry and consolidation that might happen, I think we stand in a pretty good position to take advantage of anything that might happen down there. And we're going to continue to grow and invest and possibly look for new opportunities that might come up. But I really think that the opportunity, if you think about the growth dynamics that we largely have across our footprint versus what's happening in Nashville, you see all the cranes in the air and all the growth, new jobs, and the amount of people that are immigrating there every single day to Nashville, you get really excited about what those prospects bring for us long term. Excellent. Thank you. Let's close the discussion on M&A. As you're looking forward, there's expectations out there by some that there's going to be another large wave of M&A activity. You obviously have been active. Will you be active if there's more? And does the Bremer deal, does that preclude you from doing something in the near term? Obviously, job number one is to get this deal approved from the regulators and closed and integrated, which we hope to kind of have all wrapped up by the end of the third quarter between the closing and the integration. What I would say is we're in a really enviable position. We're not trying to solve anything through M&A. We're not trying to change our balance sheet, improve our growth profile, help with liquidity, maybe build succession. We feel like we've got all of that inherently in the franchise today, and if you look at our return profile today and then add on Bremer on top of it, it's all kind of top quartile, top decile even, and John tells me on one measure, maybe even top of the peer group set on one of the profitability measures, so from that perspective, we don't have to do anything, right? Being the best $70 billion bank we can be, organically growing with strong return profile is absolutely kind of plan A. Having said that, we know that this is a consolidating industry, and to the extent that the right opportunity comes along at the right price, I think that's going to be the trick in all of this, right? We're going to be very disciplined, like we have shown, especially looking at these last handful of deals we've done, incredibly disciplined around price. We want to make sure that there's long-term value for our shareholders in it, and so if the right opportunity comes along and it meets that very high set of hurdles, we said this all along, any next deal, and the next deal ended up being Bremer, which was at tangible book value, had to meet an exceptionally high hurdle. We felt like this one met that exceptionally high hurdle. So I think we're certainly open to that. We don't have to do that, and really plan A is to kind of grow and execute the organic vision we have for the company for sure. All right. Well, that segue into organic growth then. There's a sense of optimism since the election that commercial loan pipelines have been increasing. Maybe talk a little bit about what you're hearing from your customers and if you've seen any changes in behavior over the last few months. Yeah, look, pipelines have continued to grow from year end. Actually, we came into the year with pretty decent pipelines. We think we'll be a little bit slower in the first quarter and then probably build momentum as the year goes on. Feel really good about the guidance that we've got out there, which is 4%-6% organic loan growth this year. I think it'll be a good year. If we can get past some of this uncertainty around tariffs and everything, maybe it takes a little bit higher if uncertainty sticks around. Maybe it takes toward the lower end of that range. Fourth quarter was a little bit muted for us. There were some elevated paydowns and line utilization that kind of worked against us so far this quarter. That's looking pretty normal at this point, and so we feel, I would say, cautiously optimistic. Great. Thank you. So we reiterated your 4%-6% loan growth for the year. What can go right where the organic growth can be 6% or even exceed that versus then what could go wrong where we're at 4% or maybe you don't get there? Yeah, again, I think there's some nervousness out there where if you don't absolutely have to do something, I think there's a little bit of a wait and see in many parts of our footprint. I think some tariff noise has got people sort of thinking, maybe I'll wait until the dust settles on this before I go out and do my project, and so I think if we can get past that, things can start ticking along at a better clip. I think on the upside, this renaissance in manufacturing, which has been slowly building since the pandemic, I think really gives us some long-term optimism around the Midwest, giving the heavy manufacturing base here, and I think given where we are increasingly becoming a viable alternative to some of the regionals or super regionals, we can play in that middle market space. We've hired talent that can both on the credit side and the relationship management side, treasury management that can have strong offerings for that middle market kind of opportunity, so I think that's where maybe the long-term upside is this kind of renaissance. And maybe tariffs help speed some of that up in terms of building more here in America. We've seen Apple and others start to make announcements about making more investments here in the U.S., so I think I'm long-term bullish. Obviously, we have a lot invested in the Midwest, but I'm long-term bullish that that will help us grow even more than maybe the last 20 years have presented. Yeah. So your footprint spans a pretty good chunk of the Midwest. So on the loan growth side, are there any geographies that stand out as say, hey, maybe this is going to exceed that 6% or maybe this geography is going to be below this 4% level? I think the good news is the way we position the franchise is that historically, when you first started covering us, David, which has been a long time ago, I don't even hesitate, maybe 15 or 20 years now. Yeah, 15 years. So we really had to hit triples and home runs really to have a great quarter. In today's world, if we just go out and hit singles and doubles consistently, we're really going to turn in a good quarter and a good year. And so I don't think there's one market, one industry that we're overly relying on to have a great year. We position the franchise to be that great alternative. We can compete with the smallest banks in our marketplace, with our business banking and some of our commercial products. And then we can compete up market against some of the larger banks. And honestly, we've been able to hire people out of some of those larger super regionals and regional, even some of the SIFI banks that maybe today we're that kind of institution that they were 20 and 30 years ago. And so I think that grants a great opportunity. Our entire leadership team spends a lot of time on the road out in front of team members and clients. I think that gives us an advantage where we can bring the whole bank to our client base. And so I feel really good about the outlook for next year or two. Yeah. Yeah. Around the time when you closed the First Midwest acquisition, at that point, maybe it's just my perception, but there seemed to be a lot of hiring going on in the commercial bank. Is the pace pretty robust on hiring? Or how has the pace changed in new hires? And do you see an opportunity there on the growth side? Can you exceed growth by bringing in more people? I think we've slowed down a little bit from that original pace. Having said that, I still personally get involved. I think it's 100 since we've hired 100 new team members in the last few years to really fill those relationship management roles, both on the wealth commercial side, including treasury management. We brought some great significant leaders in to help lead some of those sales organizations. And so maybe we're not at the same pace we were historically because you can only do so much. You're bringing these people online. You want to make sure they're successful. Having said that, I talked to somebody from a large super regional just on Friday. And then just before that, I was talking to somebody at a SIFI. So I mean, we're getting our shots at hiring this great talent. And I think my appetite's almost endless for this. Now, interestingly enough, when you go back and look at headcount, like in the commercial bank, the headcount's just slightly elevated from where we started at. We've had a number of retirements and succession that's happened. And so while our headcounts are just slightly higher, the dollars are a little bit higher because we're out talking about hiring top quartile, top decile type relationship managers. But I think there's an almost unending appetite on our end to continue to hire just really strong talent. If you think about Chicago's our biggest market today, followed by the Twin Cities. We have all the great Midwestern markets we have people in. And then you look to the south now towards Louisville and Nashville. And obviously, the doors are wide open there for fresh new talent as well. Now, several of your peers have talked about wanting to grow loans. And for a lot of banks, it hasn't really materialized yet when you look at the weekly H.8 data. At some point, do you start to see margins come in? Do you see competition getting tighter and that being a bit of a headwind to growth? Yeah, we've been asked that question. We really have not seen spreads change. So spreads have been holding up really nicely, and we're not out telling them we got to grow at all costs either. So maybe on the margins, we're willing to walk away from deals when they don't meet our criteria, but we really, by and large, seeing very rational spreads on the lending side. I would also add on the deposit side, one of the beauties of our franchise is this 190-year-old strong core deposit franchise. I think our industry, when rates were zero for so long, didn't pay as much attention to the deposit franchise, and I always tell people, they walk around the company, whether you're wealth, whether you're a commercial relationship, whether you're a community banker, what's our number one job? We always thought we're all deposit gatherers. At the end of the day, deposits are what fuels the rocket ship, and so we've been aggressive, unapologetically aggressive about growing deposits, and that's really paid great dividends for us. As we think about the inflection point here in our margin and the opportunity to grow our margin, yes, we're going to benefit from fixed asset repricing and the loan growth that's going to come, but you got to fund it with that low-cost core deposit. With rates coming down over the last six months, have you seen rational deposit pricing out of your peers? Is competition still pretty rational? Very. Yeah, I would say very, very rational in our markets, and we feel really good about the deposit strategy that we've been running, actually outperforming ever so slightly on down beta versus what our expectations were and way outperforming what our expectations were in terms of retention, so we fully expected as we started to move rates lower, we would do a little bit of test and learn, and if attrition out of the exception book picked up, we would adjust accordingly, but so far, it's really been a good outcome. As you look out through the rest of 2025, we've seen a mix in deposit, the mix of deposits shift pretty dramatically over the last 18 months or so. How do you see that playing out from here? I think we're stable. We're stable on NIB, non-interest bearing deposits. That we saw middle of last year, we actually grew non-interest-bearing a little bit in the third quarter of last year. It was kind of flattish in the fourth quarter. We've got some seasonality that'll happen in that line item. But by and large, we feel like those balances are stable at this point. They'll grow in line with overall deposits, and part of the, as you can appreciate, David, part of the sort of secret sauce there is just the granularity of the deposit book and the long tenure that we've got in that book. Let's talk about the net interest income here briefly. You guys give a guide of about $1.96 billion-$1.99 billion, if I'm correct, for the year. I know there's a lot of variables that go into that. But what are some of the biggest puts and takes that say, hey, if this happened, we're going to be over $2 billion, this is going to be great, or if this happens, we could be closer to $1.9 billion? I'd say the two biggest sensitivities there would be one, our asset growth, right? And then two, the belly of the curve just in terms of the fixed asset repricing. So when we were coming out of last quarter and we kind of set the guidance, it was about 180 basis points a yield pickup on fixed asset repricing. And that'll move around a little bit, could help, could hurt depending on what goes on in the belly of the curve. But steeper curve, a little bit of movement in belly will be helpful to getting toward the higher end of that range. Jim, you had mentioned some pressure on the net interest margin early in the discussion. When we're looking at the margin from here throughout 2025, how do you see that playing out in the current rate environment? We think we're stable here in the first quarter, and then we've inflected, so we feel like we're increasing a little bit modestly in the front part of this year, and then obviously, when we close the acquisition in the back half of the year, we'll see a pretty good pickup. Great. Let's talk about credit. Credit seems to be continuing to normalize. What are your near-term expectations on losses? And what's the right run rate for Old National over time? And maybe on that, what are you baking into your, when you're pricing a loan, what are you baking in for the net charge-off rate? I think we're pretty much at normalization at this point, right? I think 20- 30 basis points of charge-offs is pretty normal for what Old National would do through the cycle. I think increasingly the whole world is on the side of a no landing type scenario. We got a question earlier today. It was kind of interesting. Somebody was saying, have we gone through the cycle? Was there a cycle? Is there ever going to be another cycle? I mean, look, last year we did non-PCD charge-offs of less than 20 basis points. That's still really, yeah, total charge-offs were less than 20 basis points. Non-PCD was even lower than that. That's pretty benign, right? If you think about where Old National plus First Midwest on the back of the MOE, if you ran the historical charge-off numbers for both those organizations, it kind of did an average of it, 20-30 basis points feels pretty much exactly where you would land. And we don't see anything today that would shake us off of that. Got it. If you had some credits that you were maybe a little bit more cautious about, is there a secondary market available for those? It's interesting. We saw that reopen in a meaningful way in the back half of last year. And look, I think that that's good. It was actually part of what caused the elevated paydowns in the fourth quarter for us. So yes is the short answer. You know. As we disclosed, our plans are to sell $2.4 billion from the Bremer commercial real estate portfolio and really trying to optimize around day one capital and CRE concentration. And I think we got some flexibility there as we talked about on the last quarterly call where depending on where our growth comes in, our capitals are running a little bit higher than our own expectations. So we got some flexibility to kind of manage that. And obviously, that won't happen day one. That will kind of trickle out after closing. But I think we have some opportunities to maybe have a slightly bigger balance sheet than even our initial projections are just based on where capital's coming in alone. And this very strong bid John talks about, there's a lot of inbound interest to talk about assets that people are interested in purchasing. Yeah, sure. Okay. Let's talk commercial real estate, specifically office. When you look at within your footprint, you've got several geographies. How does the commercial real estate office market look in your eyes? We feel good about what we've got. Look, our CBD sort of exposure is really de minimis, as you know. Most of what we do is smaller tickets, suburban, medical office type stuff. We feel really good about our exposures. Look, we've now been through annual reviews in a higher-rate environment. I think we've got our arms around everything that is concerning, and there's really nothing, again, that we're losing sleep over. Got it. Any other categories within your loan portfolio that you're watching maybe a little bit more closely than others? And then secondly, on the regulatory side, are there any segments of the portfolio that regulators are pointing to outside of office? Yeah, I would say the regulator has been broadly concerned about commercial real estate. We've seen in the regional bank space some challenges out of a couple of portfolios. I think they're relatively unique to a handful of those banks and really hasn't, I think, to cast a really broad statement, but I don't think you've seen those types of challenges across the entire mid-size bank sector. So I don't know what would you add to that, John? I think, look, appropriately, we sort of shifted our grading methodology in the middle of last year and stopped looking at sort of the mosaic of things that ordinarily we would have been able to look at and rely on to support grades, and we're really focused on cash flow. Okay. With the acquisitions and then now with Bremer coming up, your operating expenses have had some noise in them. When you factor out the noise and you just look at core organic growth and expenses, how comfortable or how confident are you that Old National is going to be able to put up positive operating leverage? I would just start with John has a great sense of discipline. When we approach the budgeting process every year, we walk in with the operating assumption that we're growing operating leverage. We're at positive operating leverage each and every year. This year, we got a little bit of tailwind from that fixed asset repricing and that belly part of the curve, which gives the margin a little bit of boost. It gives us a little revenue lift there, plus our fee income businesses. John appropriately watches all the investments I want to make in new talent and people and puts the pressure to make sure that we're driving positive operating leverage. I think that's our operating assumption each and every year. I think it's allowed us to drive the efficiency ratio. David, that's 15 years you've been tracking us, right? From the high 60s% to now the low 50s%. And if I look out and just forecast the margin out and the guidance we gave, I think that possibly even breaches 50%. And then add on top of that a really accretive acquisition opportunity with Bremer. So it's pretty positive from my perspective. Yeah, we feel really good about this coming year and our ability to generate positive operating leverage and drive improved efficiency ratio. One of the things, the beauty of this partnership really is we've talked about, we held back some of those cost savings with the idea that as a bigger bank, we understand the regulatory expectations are only increasing for us. And so we're going to be able to use some of those net cost savings to reinvest back in ourselves in areas like risk management and data science and things like that. And we have really good functions there, but they just need to grow commensurate with the size of the organization. So it's a really eloquent solution to help us start building the infrastructure to be a larger bank. And we get somebody else to help finance that. Yeah. On that note, the $100 billion barrier is out there. You're going to close this deal, be closer to $70 billion. How quickly do you need to build up that infrastructure to become a $100 billion bank? I think we've got a very reasonable path forward to do that. The regulators understand that we have no expectations of being the next $100 billion bank to cross, and so I think they're going to give us a lot of leeway. I think they're going to be a partner with us to make sure we have the right investments. My job is to ensure we have the right investments at the right time to ensure we stay on the offense. Old National has done an excellent job of continuously staying on the offense, whether it was COVID or the liquidity crisis of 2023. We, in that entire time, have remained on the offense, have taken advantage of whether it was offense around hiring talent or offense of growing the loan book or offense around funding our loans with low-cost deposits. And so I don't want anything on the regulatory investment side to stop us remaining on the offense. So it'll be a nice balance between that, but we've got plenty of time. If you just look out and grow the balance sheet organically, you realize it's plenty off in the future. And we're going to do it in a really thoughtful way. We're going to do it in a way that's consistent with kind of the balance sheet earnings growth of the company. So there's no big regulatory or cost cliffs in front of us. And I think it's very manageable. Excellent. Jim, John, thank you very much for your time. This has been great. Thank you. For those of you that would like to continue the discussion, we're going to head down to room Cordova 5 downstairs. Thank you. Thank you, David. Thanks for having me here.