Welcome to the Old National Bancorp first quarter 2025 earnings conference call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. Corresponding presentation slides can be found on the Investor Relations page at oldnational.com and will be archived there for 12 months. Management would like to remind everyone that certain statements on today's call may be forward-looking in nature and are subject to certain risks, uncertainties, and other factors that could cause actual results or outcomes to differ from those discussed. The company refers you to its forward-looking statement legend in the earnings release and presentation slides. The company's risk factors are fully disclosed and discussed within its SEC filings. In addition, certain slides contain non-GAAP measures which management believes provide more appropriate comparisons. These non-GAAP measures are intended to assist investors' understanding of performance trends. Reconciliations for these numbers are contained within the appendix of the presentation. I'd now like to turn the call over to Old National's Chairman and CEO, Jim Ryan, for opening remarks. Mr. Ryan. Good morning. Earlier today, Old National reported our first quarter earnings. These better-than-expected results demonstrate our ability to navigate a challenging and uncertain economic environment, setting us up favorably as we move into the second quarter and, importantly, as we prepare for the close and integration of our partnership with Bremer Bank. Our strong deposit franchise and solid loan growth drove results for the past quarter. Our net interest income and margin performance met expectations. Non-interest income benefited from the gain on sale of some previously acquired loans and from higher fees from mortgages and service charges. Our disciplined expense management is reflected in our efficiency ratio. Net charge-offs were in the expected range, and we took the opportunity to increase our allowance for credit loss, incorporating global trade and economic uncertainty in our reserve level. Additionally, our tangible book value increased meaningfully compared to both the previous quarter and year-over-year. In summary, our first quarter results showcase our disciplined expense management, our ability to maintain margins through careful deposit pricing, growth in core deposits and loans, and strong credit quality. Despite the uncertain macroeconomic environment, we remain confident in our strength, supported by our robust balance sheet, diverse revenue streams, and resilient Midwest markets, now bolstered by our partner, Bremer Bank. With over 190 years of experience navigating through uncertainty, we are committed to controlling what we can do to serve and support our clients, communities, and shareholders. Before I turn the call over to John, I also want to provide an update on our Bremer Bank partnership. I'm excited to share that we have received all necessary regulatory approvals and anticipate a legal close date of May 1st. We expect conversion of the banking centers and systems to occur in mid-October. We are thrilled to officially welcome our new clients and team members from across the Bremer footprint, including Minnesota, North Dakota, and Wisconsin. I've traveled extensively throughout the Bremer footprint, meeting team members and clients, and I'm even more convinced that this partnership will be one of our best. The individuals in these markets are ones we know and appreciate. Not only does this partnership significantly enhance our footprint, providing greater scale and density in the Upper Midwest, but it also offers a valuable boost for our balance sheet and earnings growth in an uncertain environment, which should translate into more value creation for our shareholders than the industry can provide today. Thank you. I will now turn the call over to John to discuss the quarter results in more detail. Thanks, Jim. Turning to slide four, we reported GAAP 1Q earnings per diluted common share of $0.44. Excluding $0.01 per share of merger-related charges, adjusted earnings per share were $0.45. Results were driven by growth in loans and deposits, net interest income and margin that were in line with our expectations, stable fee income, controlled expenses, and a favorable tax rate. Credit was benign with normalized levels of charge-offs, and our return profile, as measured on assets and on tangible common equity, remained high. On slide five, you can see our quarterly balance sheet trends, which again highlights stability in our liquidity with continued improvement in our capital position. Total deposit growth over the last year has again allowed us to organically fund our loan growth while minimizing our borrowings and brokered deposits. We grew our tangible book value per share by 5% as compared to last quarter and by 13% over the last year. We ended the quarter with a strong CET1 ratio of 11.62%, up 86 basis points from a year ago. With capital levels higher than we had originally modeled at the time we announced Bremer last November and rates lower, we have significant flexibility around the size of our contemplated commercial real estate loan sale post-close. On slide six, we show trends in our earning assets. End-of-period total loans increased 1.5% annualized from last quarter, or 2.3%, excluding approximately $70 million of CRE loan sales in the quarter, in line with the lower end of our 1Q guidance. Production for the quarter was strong throughout our commercial book. Quarterly new loan production rates are in the high 6% range, and marginal funding costs are in the mid 3% range. The investment portfolio increased 2.6% from prior quarter due to the reinvestment of cash flows and favorable changes in fair values. Duration pulled in modestly linked quarter to just under four. We expect approximately $1.7 billion in cash flow over the next 12 months. Today, new money yields are approximately 150 basis points above back book yields on securities and fixed-rate loans. The repricing dynamics in both loans and securities, combined with loan growth and the Bremer partnership, support our expectation that net interest income and net interest margin will grow in 2025. Moving to slide seven, we show trends in deposits. Total deposits were up 2.1% annualized, and core deposits ex-brokered were up nearly 1.7% annualized as we remain focused on growth in this key funding source. Non-interest-bearing deposits were 23% of core deposits, relatively stable with fourth quarter levels. Business non-interest-bearing and public funds saw normal seasonal outflows, while community deposits grew. Our brokered deposits were stable and at 3.8% as a percentage of total deposits. Our use of brokered continues to be less than half peer levels. The loan-to-deposit ratio was 89%, consistent with last quarter. With respect to deposit costs, the 17 basis point linked quarter decrease in our cost of total deposits played out as we expected, and total deposit costs held steady throughout the quarter, consistent with Fed actions. Our spot rate on total deposits at March 31st was 190 basis points. Moreover, our exception price deposits have experienced a 103% down beta since we started lowering rates in that book in early 2Q of 2024. Our cumulative total deposit beta came in at 37%, which was favorable to our expectations. Overall, we remain confident in the execution of our deposit strategy. We are prepared to proactively respond to future Fed rate actions while staying on offense with new and existing clients to drive above peer deposit growth at reasonable costs. Slide eight shows our quarterly income statement trends. As I mentioned earlier, adjusted earnings per share were $0.45 for the quarter, with all key line items in line with our prior guidance. Moving on to slide nine, we present details of our net interest income and margin. Net interest income decreased as we had expected and guided, with net interest margin likewise down modestly due to lower accretion and fewer days in the quarter. Away from accretion and days, net interest margin would have been up six basis points, with lower deposit costs more than offsetting rate and volume dynamics on the asset side. Slide 10 shows trends in adjusted non-interest income, which was $94 million for the quarter and above our guidance. Our primary fee businesses performed well, with bank fees showing normal seasonality and wealth, mortgage, and capital markets all stable despite choppy market conditions late in the quarter. Other income benefited $4.8 million from a gain on the previously mentioned sale of approximately $70 million of commercial real estate loans. As a reminder, looking back to fourth quarter, other income was elevated by approximately $8 million of discrete items. Continuing to slide 11, we show the trend in adjusted non-interest expenses of $263 million for the quarter, which was moderately better than our guidance due to lower other expenses, predominantly professional fees, FDIC assessment, and tax credit amortization. Run rate expenses remained well controlled, and we again generated positive linked quarter operating leverage. On slide 12, we present our credit trends. Total net charge-offs were 24 basis points, or 21 basis points excluding three basis points related to PCD loans. The delinquency ratio improved from the fourth quarter, while the NPL ratio increased modestly. The fourth quarter allowance for credit losses to total loans, including the reserve for unfunded commitments, was 116 basis points, up two basis points from the prior quarter. Consistent with the fourth quarter, our qualitative reserves incorporate a 100% weighting on the Moody's S2 scenario, with additional qualitative factors to capture global trade and economic uncertainty. Also, we remind you that our allowance for credit losses, plus the discount remaining on acquired loans to total loans, now stands at nearly 150 basis points. Slide 13 presents key credit metrics relative to peers. Our proactive approach to credit monitoring has led to above peer levels of NPLs, but delinquency and charge-off ratios that are below peer averages over time. A steadfast approach to client selection, conservative structuring, and our proactive stance on workouts have long been hallmarks of ONB's credit discipline. This, in part, explains our lower NPL to NCO conversion rates. It is also worth noting that roughly 40% of our NPLs are from acquired books with appropriate reserves and marks. On slide 14, we review our capital position at the end of the quarter. All regulatory ratios increased, driven by strong retained earnings. Tangible book value per share was up 5% linked quarter and 13% year-over-year, and we expect AOCI to improve approximately 10%, or $65 million by year-end. Slide 15 includes updated details on our rate risk position and net interest income guidance. This guidance continues to include the original M&A marks and $2.4 billion of loan sales, but NII was updated to reflect the close of Bremer on May 1st versus our assumption of July 1st in our prior guidance. Away from this update, our guidance is relatively unchanged, with NII expected to increase with the addition of Bremer and with the benefit of fixed asset repricing and growth. Our assumptions are listed on the slide, but I would highlight a few of the primary drivers. First, we assume three rate cuts of 25 basis points each, which generally aligns with the current forward curve. Second, we assume a five-year Treasury rate that stabilizes at 4%. Third, we anticipate our total down rate deposit beta to increase from 37% in first quarter to approximately 40% by 2Q, which is in line with our terminal up rate betas. We expect the non-interest-bearing mix to remain relatively stable as a percentage of core deposits. Importantly, our guidance would be unchanged for one Fed cut or no cuts, as our balance sheet remains neutrally positioned to short-term rates. Slide 16 includes our outlook for the second quarter and full-year 2025. With the exception of loan growth, all guidance includes Bremer closing on May 1st, two months earlier than the July 1st assumption in our original 2025 guidance. Again, this guidance continues to include the original M&A marks and $2.4 billion of loan sales. Excluding this update, our guidance is essentially unchanged. We believe our current pipeline supports full-year loan growth, excluding the impact of Bremer, of 4%-6%, which is expected to ramp up over the course of the year. We anticipate continued success in the execution of our deposit strategy and expect to meet or exceed the industry growth in 2025. Other key line items are highlighted on the slide. At the midpoint of the range on these lines, you'll note that we expect full-year results that yield earnings per share in line with current analyst consensus estimates and again feature positive operating leverage and a peer-leading return profile with good growth in fees, controlled expenses, and normalized credit. As we note at the bottom of the slide, uncertainty surrounding global trade and the macroeconomic outlook, if prolonged, could widen the range of possible outcomes this year with respect to both growth and rates. That said, the pending Bremer close creates interesting alternatives. A few thoughts there. As compared to the M&A model assumptions that we presented last November, ONB's capital starting points are almost 30 basis points higher than we had expected. Bremer's underlying performance has also tracked slightly better. ONB stock is lower, and rates are approximately 40 basis points lower across the board, suggesting lower marks, all else equal. On balance, this is expected to result in higher legal day one capital levels, creating significant balance sheet optionality. More specifically, while our guidance continues to incorporate up to $2.4 billion of loan sales, we believe more day one capital can support a larger pro forma balance sheet, a tremendous lever to have in a year that looks likely to be more uncertain than we would have guessed when we last spoke in January. We will provide an update to this guidance with 2Q earnings once we finalize accounting marks. In summary, echoing Jim's opening comments, we had a strong start to 2025. We remained on offense with growth in both loans and deposits. We showcased stability in fee income and disciplined expense management. We continued to execute against our deposit pricing strategy. We maintained strong credit quality. Finally, we anticipate closing our Bremer partnership two months earlier than expected on May 1st and look forward to welcoming our newest team members and clients. Bremer will not only provide greater scale and density in the Upper Midwest, but also provides meaningful balance sheet flexibility and earnings growth in an uncertain environment. With those comments, I'd like to open the call for questions. At this time, I would like to remind everyone, in order to ask a question, please press star, then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Jared Shaw with Barclays. Please go ahead. Hi, this is John Rowan for Jared. Good morning. Good morning. Just maybe starting with Bremer, the better capital at day one is good to hear. What impact did that have on maybe the NII outlook? Is there less accretion assumed in there, just like a ballpark difference in the accretion assumed versus last quarter? Yeah, John. For 2025, what we've got in there is still the original M&A assumptions. It is the same model that we would have presented back in November of last year. That would include still $2.4 billion of commercial real estate loans. I think what we're trying to message here today is, look, day one legal, day one closed capital is, in all likelihood, if we re-rack this today, going to result in much higher capital levels. That $2.4 billion is very likely to be less than $2.4 billion, which would be an offset to the foregone purchase accounting accretion that would be coming off of the rate mark. Okay, perfect. That's helpful. Just on some of the guidance, the 40% deposit beta, does that include Bremer? It does not. That's core ONB. I would just note on that, that's where we expect to be at 2Q. We've still got a fairly large exception price book that we're grinding down over time. I think our expectation was that we were going to match our up rate beta on the downside. We'll be there by the end of 2Q, but I think there's room to go yet. We'll continue to work that book. Okay, perfect. Just last one for me. The other fee income has had kind of a lumpy couple of quarters. What's a good run rate for that ex-Bremer just in a normal environment? Yeah, it's been bouncing around a little bit. Obviously, we had the loan sale in there this quarter. Last quarter, we had $8 million of discrete items. I'd say if you look at 4Q and kind of back out $8 million, look at this quarter, back out about $5 million, that's a pretty good run rate for that. In aggregate, though, if you look at the guide, I mean, the guide is basically unchanged, but for two extra months of Bremer in there on the 2025 guidance that we've got. Okay, perfect. Thank you. That'll be all from me. Your next question comes from the line of Ben Gerlinger with Citi. Please go ahead. Good morning, Ben. I know you guys have, like you said, the unique position of potentially selling or not selling. Capital looks better, assuming rates don't go crazy here over the next week. When you think about what would be the driving factors for that decision, I mean, it's probably somewhere in the middle. Maybe you sell some, maybe you don't sell, or not all of it, I guess you could say. Is there something specifically you're looking for other than just better capital levels? I would assume you don't do anything changing. Yeah, Ben, I think it's three things, really, that we're focused on. One is double-digit CET1 is important to us. I think we're going to land there, again, to your point, barring rates going absolutely crazy here in the next less than two weeks. I think double-digit CET1 is really important to us. Total is a second, total risk base is a second consideration. The CRE, as a percentage of total risk base, would be the third one. I think, based on what we know today, we're going to land in a really good place on all three of those. That gives significant flexibility. Ben, I would just say this is a nice offset to if we think growth is more challenging today than we thought it was when we began the year, this is a nice offset to that, which is a tailwind that most don't have today. We're really lucky that we have that for us. Gotcha. Yeah. No, I really appreciate that point because it's essentially, I mean, not quite a year, but a pretty healthy couple of quarters' worth of potential growth that you have in your back pocket. I was kind of thinking, when you look at the original guidance, you kind of assumed the $2 billion plus sale. If you do not sell any, would that imply there's some upside on your full- year 2025 NII outlook? Yeah, it would, Ben. Yep. Okay. Because it really does incorporate the full sale day one, which is now May 1st rather than July 1st. Just making sure I have that correct. That's correct. Gotcha. Okay. I appreciate your time. Thanks, Mark. Thanks, Ben. Your next question comes from the line of Scott Siefers with Piper Sandler. Please go ahead. Morning, Scott. Morning, guys. Thanks for, hey, thanks for taking the question. Jim, maybe could you sort of walk us through broadly where your customers' heads are at, or just sort of what they're telling you, and sort of where they are relative to, say, January when we last spoke? I guess, just as importantly, what has to happen to get them back on track with how they might have been thinking about things before all this tariff turmoil started? Could we see a snapback in activity, or are they sort of girding in for a lower growth, higher inflation environment? Where are people thinking? I'm going to push it over to Mark since he's in the room with us. Yeah. Hey, Scott. Hey, Mark. This is over. Yeah. Good to hear from you. Businesses overall are doing well. As you say, get back on track, I would say it's been more of a pause, but they haven't really changed their plans. Certainly, the uncertainty of the last couple of months has brought a little bit more of a wait and see and a little bit of a pause. It hasn't had anybody change their plans. Our pipelines are still really strong, which is why, and as we look at our production in Q1 and what our pipelines look like now, we haven't changed our guidance yet, even as people are taking a little bit more of a, "How's this going to turn out?" approach. In CRE, I just would also emphasize, CRE is pretty active these days. Even the rate gyrations of the last few weeks haven't tempered what's becoming an increasingly competitive market. There's still a decent level of activity out there. Okay. Perfect. Thank you for that, Mark. Maybe, John, can you sort of help us with sort of the underlying NII cadence through the year? I know you suggested in your prepared remarks both margin and NII should increase. I presume that means sort of organic ex-Bremer. Just maybe sort of the puts and takes since it is going to be kind of a noisy couple of quarters with Bremer layered in starting 90 days from now. Yeah. I think 15 to the deck gives you our best guess at exactly how that is going to play out. I think on a core basis, we would expect to see some better core margin 2Q and NII dollar growth. That would continue in 3Q, 4Q. Obviously, Bremer coming in in May early gives us a nice lift. Yep. Gotcha. Okay. Perfect. Thank you guys very much. Thanks, Scott. Your next question comes from the line of Chris McGratty with KBW. Please go ahead. Good morning, Chris. Hey, Jim. Hey, John. Hey, Mark. A question on the loan growth. I think in your prepared remarks, you talked about a little bit of a ramp over the course of the year. I guess, how do we reconcile that with all the macro? Are you confident in the pipeline pulled through? I guess, maybe talk me through kind of the guidance on the loan growth. I'd say it this way, Chris. It's Mark. The pipeline is up 30% from a year ago or accepted categories up 50% from a year ago. That would seem to indicate we're going to have nice, strong loan growth. We have tempered that a little bit with the caution I spoke of a few minutes ago. That is what gets us back to that mid-single digit that we still believe. The pull-through rates in C&I, I think, are holding up. The pull-through rates in CRE, candidly, are down a little bit. It is just a more competitive marketplace. Again, with a pipeline up 30%, I think that bodes well for continued growth. Chris, as I look at the total year, I think Mark is absolutely right. I mean, there is more uncertainty around what that forecast could look like than we started the year with. Again, I just point back to we have a lot of flexibility that is coming online post-closing here. I think that allows us to take into account, through those loan sales or lack of loan sales, any kind of offset to any organic growth we might have here, which is something unique we can offer today. Okay. Thanks. Jim, just more broadly on capital, any thoughts on restarting the buyback post-close, given where the stock's at? We certainly thought about it. I think it's just too early to tell. We're really going to see what the marks come through, how much balance sheet flexibility we want to use of that extra capital we didn't think we would have. All things being equal, I guess, Chris, I'd rather have a bigger balance sheet and stronger capital levels than I would to buy back today. I mean, I give it that's attractively priced. I do think the best bet for our shareholders is to have a slightly bigger balance sheet than we anticipated. We are going to generate capital very rapidly. I think that becomes a question for the back half of the year and into 2026 is how do we optimize capital? I think just day one here, be really focused on getting the right size of the balance sheet with the right capital stack, and then look at alternative uses of capital, including the buyback. Okay. Perfect. Thank you. Your next question comes from the line of David Long with Raymond James. Please go ahead. Good morning, everyone. Good morning, David. Hey, in this more uncertain backdrop versus what we were looking at in January, you guys kept your loss provision guide. Just want to see how maintaining that guide squares with the worsening economic forecasts and potential incremental risks that you may see. Yeah. Still feel really good about our ultimately feel really good about what the loss content looks like, right? The provisional kind of cover that plus growth. Again, David, as you know, we're 100% weighted against an S2 scenario today. We've thrown a little bit extra just for the global sort of trade and macroeconomic uncertainty in this quarter's results and feel really good about where we're provisioned. All of our credit metrics came in right where we thought they would. Got it. Got it. Great. Thanks for that color. The second question I had relates to your prior acquisition down in Nashville. I just want to get an update on expansion plans there and investments there. Has the backdrop changed your appetite to grow that at the pace you were contemplating earlier in the year? Yeah. I don't think the economic environment has changed our desires at all. That would be an area we'd want to continue to grow and invest in. We've got some great teams on the ground. Admittedly, we're probably subscale where we ultimately want to be in that marketplace. I think this is a long-term investment play, both of talent and probably some infrastructure over time. We feel like we still feel really good about that initial investment and the investments we made so far. Importantly, I think that will be an area that we'll get an outsized portion of investment going forward. Great. Thanks, Mark. I appreciate it. Thank you, sir. Your next question comes from the line of Jon Arfstrom with RBC Capital Markets. Please go ahead. Hey, thanks. Good morning. Good morning, John. Good to hear from you. Yeah. Thank you. John Moran, for you, just maybe a follow-up on David's question on reserves. You flagged a qualitative reserve at 25% of your total ACL. How does that compare to history? It's up a little bit as compared to where it was. I think we were running low 20s a couple of quarters back in 2024 in the first quarter. It is up just a touch. Okay. Okay. Got it. On slide seven and 15, you guys, it looks like you have a nice step down in deposit costs. How much more room do you think you have? You flagged the $7 billion in time and brokered. Just curious how much more room you think you have on bringing deposit costs down. I think we have got some room to run here. Obviously, there is an opportunity in the time and broker, particularly in the broker time bucket. We have intentionally kept that very short, as you know. We get a couple of bites at that on the way down if things change. The exception book is still sitting 334 and a good chunk of the deposits in the bank today. Mike and his team continue to grind that book lower. That is kind of, you know, how we do it around here. I mean, this is hand-to-hand kind of combat and a very, very granular process, very, very detailed. I think we have got opportunity in that book still. Yeah. Okay. Just maybe one more if I can. Jim, first couple of things you want to tackle on May 1 st or 2nd when Bremer closes? Yeah. I mean, we are heading your way this afternoon to spend some time with our team members up there. We are really just pleased. We have had the chance to travel a footprint, including being in Fargo in February. We were really pleasantly pleased with all the team members and clients we have met. I think it's more of the cultural integration, John. I think that's what we do exceptionally well. We're just going to spend an awful lot of time up there making sure that the team is welcome, the clients know that we want to continue to serve them the way they've been served in the past, and really leverage the strength now of a much greater scale and density in that footprint than we previously had. I guess it's a little bit more of the same. Obviously, this is a big partnership for us. We're going to give it the investment that's going to be required to ensure it's successful. Just to elaborate on that, we've been tackling that well prior to May 1st, right? Since we announced it, we've been up there, present, and combined. I think a few weeks ago, we hit 30 different locations across North Dakota and Minnesota. We will be doing more in the same here this spring and into the summer. Okay. Thank you very much. Before going to the next question, again, if you would like to ask a question, press star one on your telephone keypad. Your next question comes from the line of Terry McEvoy with Stephens. Please go ahead. Good morning, Terry. Hi. Hi. Good morning. Maybe, John, I just want to make sure you agree with my math. Just hypothetically, if you held the $2.4 billion of CRE loans, that would have an impact of what, $34.6 million of NII when I look at your presentation, and that is about 9-10 cents of earnings. Hypothetical, but am I accurate there? Hypothetically, Terry, you are accurate. You are directionally correct. Okay. Thank you for that. I guess I'll stick with the NII theme. What drives that step up in the fourth quarter of 2025? It seems like you're pretty neutral. I ask that question just because based on our math, I'm getting a larger step up in Q3, closer to that Q4 run rate that's on page 15. It's the role of the fixed asset repricing, Terry, is a good chunk of that and just kind of timing of some of that role. Growth being back-end loaded in the year on a kind of core organic basis. Perfect. Great. Thanks for taking my question. Appreciate it. Terry, I would just add, I think the up-to number, I've encouraged us to continue to look at some selective pruning regardless of where the capital comes in. I think it is an opportunity that you get with the purchase accounting marks to optimize the portfolio. I have encouraged us to continue to look for those opportunities to make sure that it is the portfolio we want to own for the long time. I would be shocked if we are able to keep a number that you have just suggested. Nonetheless, it will be something that we will look at really hard once we get the capital in from the day one marks. Great. Thanks for that, Jim. There are no further questions at this time. I would like to turn the call back to Jim Ryan for closing remarks. We appreciate all your participation. As usual, the full team will be here all day long to answer any questions you might have. Thank you very much. This concludes Old National's call. Once again, a replay along with the presentation slides will be available for 12 months on the investor relations page of Old National's website, oldnational.com. A replay of the call will also be available by dialing 800-770-2030, access code 517-6690. This replay will be available through May 6th. If anyone has additional questions, please contact Lynell Durchholz at 812-464-1366. Thank you for your participation in today's conference call.