Welcome to the Old National Bancorp Third Quarter 2025 Earnings Conference Call. This line 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 twelve months. Management would like to remind everyone that certain statements on today's call may be forward-looking in nature and 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, slides contain non-GAAP measures with management's beliefs provide more appropriate comparisons. These non-GAAP measures are intended to assist investors' understanding of performance trends. Reconciliations for these numbers are contained in the appendix of the presentation. I would now like to turn the call over to Ovation's Chairman and CEO, Jim Ryan, for opening remarks. Mr. Ryan?

Good morning. Earlier today, Old National Bancorp reported outstanding third quarter 2025 results that reflect our strong financial performance and our continued commitment to being a better version of ourselves quarter after quarter. We delivered third quarter performance at or above our guidance across all major income statement line items. We beat earnings expectations, delivered an adjusted 20% return on average tangible common equity, a 1.3% plus ROA, and a sub 50% efficiency ratio with improved credit metrics. Provision and charge-offs aligned with expectations, and we saw a meaningful decline in both the thirty-plus day delinquencies and criticized and classified loans. There has been discussions this earning season about some potential credit cracks within our industry. From my perspective, these are not indicative of something larger yet to come in future quarters. In fact, many of the credit items reported by other banks are quite manageable and within normal long-term operating conditions. In my conversation with the peers, there does not seem to be a plague of, quote, cockroaches on the horizon. Our industry, including Old National, is well reserved, well capitalized, and has robust operating results, which serve as a strong buffer for potential credit changes. Meanwhile, at Old National, we continue to build a stronger franchise by leveraging our leading market position, investing in ourselves, and strategically recruiting top-tier talent. We are taking advantage of market disruptions and have accelerated talent conversations across our footprint. This has been one of the catalysts behind our momentum. At the same time, we are actively pursuing opportunities to enhance efficiency and effectiveness. Our efficiency ratio is below 50% and improving. But we are still investing in our future to enhance growth opportunities. We also continue to exceed expectations by growing core deposits and managing our deposit costs. Our franchise is built…

Thanks. As Jim mentioned, our third quarter was highly successful. Beginning on Slide five, we reported GAAP 3Q earnings per share of $0.46. Excluding $0.13 of net merger-related expenses, adjusted earnings share were $0.59, an 11% increase over the prior quarter and a 28% increase year over year. Results were driven by the full quarter impact of Bremer operations, margin expansion, better than expected growth in fee income, and well-controlled expenses. Importantly, credit remained benign with a 6% reduction in total criticized and classified loans and normalized levels of charge-offs. Our profitability profile, as measured by return on assets and on tangible common equity, remained in the top decile among our peers. Lastly, our capital position has rebuilt quickly with CET1 over 11%, 28 basis points higher linked quarter we grew tangible book value per share over 17% annualized. On Slide six, you can see our quarterly balance sheet trends. Highlighting improvement in our liquidity and our strong capital position. Our deposit growth over the last year has continued to allow us to fund our loan growth, our loan to deposit ratio is now 87%. We grew tangible book value per share by 4% from 2Q, and 10% over the last year, even with the impact of the Bremer close, and absorbing approximately $70,000,000 of merger charges while repurchasing 1,100,000 shares this quarter. These liquidity and capital levels continue to provide a strong foundation, which strengthens our position as we end 2025 and look forward to 2026. On slide seven, we show trends in our earning assets. Excluding Bremer, total loans grew 3.1% annualized from last quarter. Production was up 20% from the prior quarter was strong throughout our commercial book while the legacy Old National pipeline is up nearly 40% year over year. Higher production levels were partly offset…

At this time, I would like to remind everyone in order to ask a question Your first question comes from the line of Scott Siefers with Piper Sandler.

Good morning, Scott. Thanks for taking the question. Hey, let's see, maybe John, first one is for you. So really strong third quarter for NII but a little bit of reduction in the expectations for the fourth quarter. So maybe if you can sort of walk us through puts and takes of what drove the anticipation for the you know, I guess, I mean, we'll still grow, but, you know, million dollars less than had been the case sort of previously.

Yeah. Hey. Hey, Scott. Thanks. Yeah. Hey. Look. $5,000,000 down on on what had been $5.90 is now squiggly line $585,000,000 We're talking about a balance sheet of close to $65,000,000,000 in earning assets. I mean, we're slicing the cheese pretty dang thin there, if you ask me. Look, I I would I would tell you I I view that as very stable and we're just doing our best to kind of tell you exactly what we think it's going to be. I think the dynamics are you know, look, five year came in a little bit. And and the launch point for the quarter is a little bit lower than where we had had thought it was gonna be, when we when we set the the guide ninety days ago. But, again, you know, 1% of NII on a $65,000,000,000 earning asset base And I'd I'd say that's pretty dang good.

Alright. Fair enough. Fair enough. And then, let's see. Jim, next one is for you. So it sounds like m and a is off the table for now, but, you know, by contrast, I was glad to see the a little over 1,000,000 shares of repurchase there late in the quarter. Maybe just if you could spend a bit more time kind of discussing your preferred uses for capital and then is that 1,100,000 shares representative of what we should expect going forward or could we see that pace get bumped up just given the strong and improving capital levels?

Let me start with M and A. And again, we think the best acquisition we can make is in ourselves. And so the most important thing we can do. Given where we're trading at, we think it's particularly great investment. That's why we encourage you all to continue to buy more shares. For us, I think we're going to be opportunistic on the buyback. You know, we're trying to thread that needle between building some capital back coming off our Bremer partnership, but also recognizing that we are accreting capital back very quickly. And so we're going to continue to do that in the fourth quarter. Once we get through the fourth quarter, then I think we'll have a better perspective on what the full year would look like terms of returning capital. But I'd say the first use is organic growth, But even with the organic growth, given that high relative return, we still have an opportunity to return capital back to you all via buybacks.

Alright. Terrific. Thank you guys very much.

Thanks, Scott. Appreciate your support.

Your next question comes from the line of Jared Shaw with Barclays.

Everybody. Good morning.

Good morning.

Just looking at the at the dynamic of acquired Bremer or loans acquired through Bremer, Were they did you have loan sales this quarter? Bringing that down? You talked about running balances off. Is that just organic or were you able to sell any of those? And what sort of the expectation for additional flow from from acquired loans in fourth quarter?

Yes, Jared, I'll just start. Anytime we partner with another institution, there are books of businesses. Particularly any national related we're just not going to continue on here. And I think if you saw that in this quarter, you saw it at the CapStar and you saw it at First Midwest. I mean, it's just a normal part of that. We don't anticipate large swings. So this is just kind of normal attrition in those lines of businesses that we don't plan to continue to operate. So I don't expect it to be dramatic, but it puts a little bit of pressure in that transition period you just kinda stop doing business. So but but I wouldn't plan anything material and certainly don't have any loan sales teed up, to run that portfolio off any faster than than it would just happen naturally.

Okay. And then when we look at the the provision on the PCD loans and then the charge offs on PCD What was driving, I guess, that incremental weakness? Was that just you're in there and get to see it? Or was that just that exit There were there were exit costs Yes. Pretty normal sort of first quarter or second quarter, third quarter post acquisition. You get your arms around credit and you know, for as long as that, that mark stays open, those will run PCD. Okay. And then just finally, a any update on how the systems conversion went? And when we look at the accelerated merger charge this quarter, is that just pulling forward from from being able to bring everything online on systems?

Yeah. I think it's just normal merger charges. There'll be some pluses and minuses along the way. I would say, knock on wood, I don't want to this has been our best our best systems conversion to date. We've got a lot of monitoring places. Client sentiment is high. The branch locations have been busy. There have been a lot of calls to the contact center, but we monitor all the statistics and look. I've been doing these integrations now for more than twenty years at Old National. I can tell you this is the best one we've ever done. I think that's a reflection of the client base that Bremer had. I think it's a reflection of the hard work for our teams and and the and the fact that we try to get better just every single time. So I'm really pleased with where we stand. I don't want to knock that they're with any transition, there's always little minor bumps in the roads for our clients as they navigate you know, new systems and new passwords and and new login IDs and all that, but it's gone very, very well from my perspective.

Jared, in terms of charges, 70,000,000 this quarter was about right in line with where we thought they were going to land. There'll be some more coming in fourth quarter, about 50,000,000, in the fourth quarter. And then it really trails off. Front half of next year will have a couple of little stragglers. And as John said, we start to realize the cost savings really thirty days post conversion. And so the full run rate you should assume would be impacting us in 1Q next year.

Okay. Alright. Appreciate that. And then just finally I guess Jim talking about the optimism for organic growth in your markets. Do you anticipate increasing hiring to take advantage of that? Or do you think you have the team on the field that that you need to take advantage of that?

Well, me start with we got a great team on the field and we've got great market opportunities in front of us, and there's a little bit of help with just disruption wins out there. So all of that's kind of net positive. And Tim and I talk weekly about hiring new team members. We've met with a bunch of new folks. You know, we're looking at the organization to to make sure we got the right people in the right seats and we're absolutely gonna be out hiring folks. It's a little bit of arm wrestling between our CFO and myself about how much money we're gonna spend on talent, but I know you all would be supportive of hiring talent that quickly adds to the revenue outlook. So definitely going to plan on doing that for we might get a little bit done yet this year, but we'll definitely be doing it all of next year.

Great. Thank you.

Your next question comes from the line of Ben Gerlinger with Citi.

Hi, good morning.

Good morning, Ben.

Your fourth quarter loan growth guide implies a step up. It's not by no means a heroic, and I mean wouldn't give that guide unless we're a quarter of the way through the fourth quarter here. So I imagine it's probably pretty accurate. Can you just give a little color on, like, where it's coming from? Is it some Bremer relationships deepening quickly with a bigger balance sheet? Is it across the footprint? Is there anything specific you would highlight?

Ben, this is Tim. Our legacy year over year pipelines are up close to 40%, so we feel very well positioned to achieve that fourth quarter guidance. So we're seeing a good healthy mix on legacy Old National Bank pipelines and feel very good about achieving that.

Alright. Was great color. What do you think about the, the savings and opportunity? I know that the one q next year is probably the clean quarter. But when you think about opportunities for reinvestment across the board, it should we assume that there's reinvestment already baked in 1Q? Or could you theoretically be kind of over earning a little bit because it just doesn't hit in the first ninety days of the year?

No. I think we're in a really good place in term in terms of operating expense and investment. Know, Jim's kinda teasing me a little bit. It is an arm wrestle. Right? I and and I get it. A good talent will pay for themselves very, very quickly. On the revenue line, particularly in commercial bank. Right? On wealth, earn back can be a little bit of a longer period of time. Those relationships take longer to move over. It's a longer sell cycle. But I think we're going to be on offense with respect to investment And and there's clearly look. There's disruption across our footprint. There's a lot of opportunities out there. And we're getting a lot of looks. We've got a great story to tell. We're out there telling I would also say, and you all know us well enough. I mean, becoming a better bank, being more efficient, more effective is what we do day in, out. So we will also look for ways to continue to just be more efficient and to pay for those investments And, you know, net net, I mean, we're driving just amazing efficiency as of this organization, but it's a part of the culture in our DNA here. So is so is investing in our future. And, that's what we absolutely plan to do. And as John said it well, I don't think anything, you know, materially changes how we're thinking about the year out of the gate. I would love it quite frankly if we could do that, right? That means we've hired many more people. That would be fantastic. We can do that.

And that would be my goal, but but not nothing to give you any guidance on at the hard time.

Gotcha. Okay. Thanks, guys.

Your next question comes from the line of Brandon Nosal with Hovde Group.

Hey, good morning. Thanks for taking the question. Hi. Just to start off here, could you unpack this quarter's increase in loan yields a little bit? And just kind of dig into the various pieces, whether it's back book loan repricing, new origination yields or maybe some pull through of the fair value mark that you took on the book? Thanks.

No. The fair value mark was relatively unchanged. There was a little bit of an impact on a full quarter of Bremer, and the credit component of that added about one basis point to the total margin. In terms of production yields, pretty steady. It was really sort of fixed asset repricing, I think, drove the bulk of the loan yield improvement.

Okay. Okay.

That's helpful. And then kind of maybe turning to deposit growth and liquidity. Really nice core deposit growth this quarter. To the extent that going forward funding inflows out loan growth, just talk about how you think about liquidity deployment and plans for the overall size of the securities book?

Yeah. Look, we'll wave in new deposits every single quarter, quarter in, quarter out. That is, made up t-shirts around here that says iHeart deposits. And has become famous for running around the footprint pounding on things saying we're all deposit gatherers. So we'll take deposit in excess of earning asset growth all day every day. We're on offense there. That's client acquisition. In terms of if it were to in any given quarter, sort of have loan growth that didn't keep up with deposit growth. In my mind, that might be a high problem to have, and we would just deploy it in short liquidity.

Okay. Fantastic. Thanks for taking the questions.

Your next question comes from the line of Terry McEvoy with Stephens.

Hi, thanks. Good morning, everybody. John, just to follow-up on that last question, when you talked about pull forward, I just want to make sure the proactive portfolio actions how did that impact accretion or NII in the third quarter? I know Slide 10 has that one basis point impact from credit accretion. I just want to make sure I'm clear on your last response.

Yeah. The total, the total accretable was relatively unchanged.

Okay.

And I guess more I guess I'll call this a softball question, but I think it's important this quarter. Virtually no NDFI loans, that's where all the focus is. Just when you take a step back, others were chasing after that growth because it sounds like it was easy, you guys were not. So Jim, could you just maybe talk about how that's reflective of Old National, how you run a business? And I think it's a good example of how you're different than many of your peers or at least some of your peers.

Thank you, Terry. It's a great question. No, Terry, you've known us a long time. We call this old fashioned basic banking, right? We're not trying to we it's banking the hard way. You know, we call it the old national way. I mean, this is just bread and butter. And I will tell you, since Tim's been here for the last ninety days, we've had a lot of fun talking about doubling down on those issues. Building more small business business banking capabilities, building business banking capabilities, doubling down on C and I, putting more talent in all of that space. That's what we will continue to do. We're not going to build big, large specialty teams that go after national businesses You know, this is banking, by and large, in our footprint for clients that we know and trust will continue to bank for a long, long time. Somebody pointed out in some commentary to us about one of our peers growing by multiple billions of dollars during the quarter And I said, if we ever do that, you ought to be asking us really hard questions about what we're doing to get there. So that's just not our style. This is old fashioned. Bread and butter banking. So, thanks for the question. But that's our plan. We're With Tim coming on board, we're doubly committed to doing this. And I think that's going to serve our shareholders over the long term. And to John's comment around deposit growth, we are always going to be out in the market running and looking for good long term deposit relationships And as long as we can continue to fund that bread and butter loans those business banking loans with retail commercial deposits, that's a good trade, and we'll do that every day.

Perfect. Thanks for taking my questions.

Thanks Terry.

Your next question comes from Brian Foran with Truce.

Good morning. Hi. Maybe to come back and ask the Bremer loan question a different way. Certainly appreciate your comments there's always going be some trimming you want to do as you take in the business. But as we look to 2026, would you think we should be whatever we think Old National loan growth is consolidated loan growth should be a similar number. Or would you say 2026 Okay. So we call it in low grade.

Right. Same organization. Same objectives, same goals. Absolutely. And in fact, I mean, if you look at how we would think about that internally, we would expect based the Bremer footprint, Minnesota, where we've been for a long time now, actually generate more on average than than our total company would do. So absolutely, we think about it It's just, you know, some quarterly changes, you know, due to the newness of the portfolios And as John said, we're going through all the portfolios reviewing those, looking at those national businesses that we just don't do. And it had a small impact this quarter. And will continue to have a small impact, but absolutely the growth should be more like our total average loan growth.

And maybe to ask about the same dynamic on the deposit side, is Bremer already contributing to deposit growth? In the current quarter? And think it will have a similar trajectory as the old fashioned legacy going forward.

Yes. I mean, overall, it the total balance sheet should have a similar mix. Total fee income line should have a similar mix. We in fact, again, I would suggest just everything, just given the relative size of that, markets, the opportunities for growth, on average, it's going to lead our organization So I don't expect any kind of outline differences as we head into 2026.

Okay. Thank you for that. That's great.

Your next question comes from the line of Chris McGratty with KBW.

Good morning. Good morning, Chris.

Good morning, everybody. Jim or John, the capital buyback comment on that you made in your prepared remarks and I kind of want to square it up with your comments about being sensitive to CET1 growing versus returning capital. So you're 11% today. If you grow the balance sheet low single digit, keep the dividend and continue to buy back stock, you're still going to build 50 basis points of capital per year. I mean, is I guess the question is, is 11 the right number? It feels like a lot of your peers are moving 10.5 or even 10.

Yeah. It is just there's a healthy tension between you know, making sure that we're looking at all of the constituencies. Obviously, shareholders have a view. The ratings agencies have a view. We're looking at forward at the economic conditions And I do think there is opportunities to let that come down over time. And not build as quickly as it would build just organically given our high profit profitability. We're just not ready to make that commitment quite yet. But it's something we're actively looking at. And you're right, we could have substantially more buyback and still keep capital unchanged. And so I would suspect though as you look forward, we might see a little bit of capital build here just as we get more optics in all this. And but we're very sensitive. And I think that is the best use of of our capitals to return it back to our shareholders. And I think we could do substantially more than that you know, in future periods, once we just kind of get a view of of those competing factors.

Okay. Perfect. And then, John, one for you on NII comments. I think you said irrespective of the short end, you talked about the NII guide with the cuts. Jumping off point of 5.85% in the fourth quarter, if you kind of say to Brian's question about 3% to 5% Old National type of growth next year, Does NII grow from here into '26?

Yes. I think NII will absolutely grow. I think margin would be you know, stable ish or or depending. I you know, it'll depend a little bit on yield curve dynamics and and look, the point of the curve that matters to us is still inverted and projected to be inverted for the first half of next year. That's no different than it's been for a long time. You know? But if we got some steepening in take your pick, whether it's three month, five year, effective Fed funds against five year, If there were steepening in that in the back half of the year, I think that would be really this is not unique to Old National, but it would be good for Old National, and I think it'd be good for our industry.

Okay. The growth off the fourth quarter is definitely the base case. Okay. Thank you. Yes.

Your next question comes from the line of Jeanette Lee with TD Cowen.

Good morning. Morning. Going back to Bremer, could you could you size up how much of a runoff that you saw from Bremer and when you say when in terms of the loan growth guidance, when you say excluding the Bremer, is it also excluding the impact of Bremer runoffs or just the whatever the loan amount that was added initially in the second quarter?

Yeah, Janet. The third quarter runoff was about $200,000,000. The loan growth guidance for the fourth quarter is inclusive of everything. So that's Old National plus Bremer. Reason that we're still guiding full year excluding Bremer is that Bremer wasn't there for the first you know, four four months of the year. The fourth quarter, that three to 5% that's there, on the guide for for April, that is inclusive of everything.

Okay. And and the expectation is that the runoffs from the Bremer impact will be reduced in the coming quarters versus the $200,000,000 Is that the right way to think?

Well, I think Jim said it well. There's a handful of lines of business that that Bremer was in that that you know, are unlikely to continue here. And there'll be there'll be a little bit of up out of those portfolios, but that's totally normal course for any m and a transaction that that Old National has been involved in certainly for the last five plus years.

Got it. That's helpful. And just on fee income, that came in nicely above It looks like it's a lot of it is just, you know, organic growth. The the jump in capital markets, other fee and bank fees, Did you, like, are these the organic trends that you're seeing or is there any unusual trend that was embedded in it? Is that a good run rate that we could grow off of?

Yeah. I think the right level to be thinking about total fee income is probably in the $120,000,000 sort of ZIP code. This quarter was really exceptionally good, particularly in capital markets So some rate volatility is good for that line of business. But I would expect that that probably comes back down to earth. You know, they're they're doing great. You know, we're really pleased with those results, but I don't think $13,000,000 in quarter is gonna run rate on that business. And then, obviously, mortgage is seasonally strong in three and that'll come down in the fourth quarter and that's totally normal.

Got it. Alright. Thank you.

Your next question comes from the line of Jon Arfstrom with RBC Capital Markets.

Good morning, Jon.

Good morning.

Couple of follow ups here. Just on expenses and efficiency, maybe John or Jim, can you remind us the Bremer related efficiencies, what you expect in the fourth quarter and rolling into the first quarter? And then are there you have any type of broader efficiency objectives Or does this current efficiency ratio feel kind of like the right range for the company?

Yeah. So fourth quarter, we'll start to see some, John. But it really Jim said, you know, it it happens sort of thirty days post conversion, which puts us into, you know, the November. So, you know, you'll get a little bit here in the fourth quarter, but but I wouldn't count on a ton of cost saves showing up in 4Q. Really, the number that that you'll see a cleaner quarter on will be first quarter of next year. At that point, we'd be fully realized and fully realized is a touch over $115,000,000 on an annualized basis. Yes. So the efficiency ratio has some room to get a little bit better from here.

And, you know, we are planning for growth and investments within our budget set there. But John as you know, this is not a program. This is not a one-time thing. This is just an ongoing effort to constantly find ways to be a better organization to be more efficient, more effective, to serve our clients in a little bit better ways. And we've got you know, a lot of the investments we make each and every day are self funded. And that's what we're gonna, obviously, try to do. And I hope I have to come to you and tell you that I spent more money on talent and to take your expense guys up. That means we're that means we're hiring a lot more people. So that would be a good thing. So we're not there yet We're not saying that's gonna happen, but that would be a good thing if I had to come ask for a little bit of forgiveness.

Yep. Yep. Okay. A follow-up on credit. I see your numbers. They look fine. And I understand your comments on non-performing loans. But would you guys describe credit as stable, mixed bag, no change, getting a little tougher. How would you big picture, describe the credit environment?

Yes. I would say, from a credit perspective, very stable, in our outlook. You know, we feel comfortable with the guidance we've provided and the trends we're seeing in the portfolio we feel good about.

Hey, John. I'd say stable to improving. I mean, the the deep in classified criticized assets was a was a good, a good guy for the quarter. Continue to feel really comfortable with where we We had this conversation too in our preparation here, Carrie said, hey, We work really hard every single day to scrub our bucks to make sure there's nothing unusual in there and nothing we don't know about. We're going through the portfolios constantly. You know, we're trying not to surprise anybody. And so that's just our our ongoing monitoring is, tough. And aggressive. We wanna call it as early as possible. And we continue to do that. But we feel really good about what we saw this quarter.

And we've seen that delinquencies really improved, which was also a good factor. Okay.

Good. Yeah. It obviously looks fine, but just it's a hot button issue.

Yeah. And I just wanna We can appreciate that. Hopefully, everybody takes it off the table for Old National.

Yep. Yep. For sure. And then just curious on on the ticky tacky, but the timing of the repurchase late in the quarter, any reason behind that? Is that just more confidence in capital and Bremer Why was it later in the quarter? Thanks.

Yes. I think there were a lot of questions around our desire to return capital back and we got more confidence that we saw the trajectory and we also felt good about you know, we were able to sell the Bremer Insurance Agency too, which continue to bolster the capital ratios. And so I think all that just gives a lot more confidence in our ability to start returning capital, probably a little bit sooner than we had planned as we talked about on this last quarter's call. But I think that gives us an ability to continue to be more active here, you know, as we head into the fourth quarter and into next year.

Okay. Thanks a lot. I appreciate it.

Thanks, John.

There are no further questions at this time. I'd like to turn the call back over to Jim Ryan for closing remarks.

Well, thank you all for joining us. We appreciate your support. As usual, the whole team will be available to answer any follow-up questions you have. Hope you have a great day.

This concludes Old National's call. Once again, a replay along with the presentation slides will be available for twelve 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 939-4540. This replay will be available through November 5. If anyone has additional questions, please contact Lanell Durkholz at (812) 464-1366. Thank you for your participation in today's conference call. You may now disconnect.