Title

Presentation

Old National Bancorp beats earnings expectations. Reported EPS is $0.45, expectations were $0.42.

Operator: 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?

James 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 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. Noninterest 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 margin 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 1. 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 have 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 quarterly results in more detail.

John Moran: Thanks, Jim. Turning to Slide 4. 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. And — 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 5, 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 6, 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 4%. 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 7, 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.

Noninterest-bearing deposits were 23% of core deposits, relatively stable with fourth quarter levels. Business noninterest-bearing and public funds saw normal seasonal outflows while community deposits grew. Our broker 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 31 was 190 basis points. Moreover, our exception price deposits have experienced a 103% down beta since we started lowering rates on 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 8 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 9. 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 6 basis points with lower deposit costs more than offsetting rate and volume dynamics on the asset side. Slide 10 shows trends in adjusted noninterest 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 noninterest 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 remain 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 3 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 2 basis points from the prior quarter. Consistent with the fourth quarter, our qualitative reserves incorporate a 100% weighting on the Moody’s S-2 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 for 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 1 versus our assumption of July 1 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 assumed 3 rate cuts of 25 basis points each, which generally aligns with the current forward curve. Second, we assume a 5-year treasury rate that stabilizes at 4%. The — Third, we anticipate our total down rate deposit beta to increase from 37% in the first quarter to approximately 40% by 2Q, which is in line with our terminal uprate betas.

And fourth, we expect the noninterest-bearing mix to remain relatively stable as a percentage of core deposits. Importantly, our guidance would be unchanged for 1 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 1, 2 months earlier than the July 1 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 — we believe our current pipeline support full year loan growth, excluding the impact of Bremer of 4% to 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 noted at the bottom of the slide, uncertainty surrounding global trade and a 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 1 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 1 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 continue to execute against our deposit pricing strategy. We maintained strong credit quality. And finally, we anticipate closing our Bremer partnership 2 months earlier than expected on May 1 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.

Operator: [Operator Instructions]. Your first question comes from the line of Jerry Shaw with Barclays.

Jonathan Rau: This is Jon Rau on for Jared. Just maybe starting with Bremer, the better capital at day 1 is good to hear. Does that — what impact did that have on maybe the NII outlook? Is there less accretion assumed just like a ballpark difference in the accretion assumed versus last quarter?

James Ryan: Yes, John. So for 2025, what we’ve got in there is still the original M&A assumption. So it’s the same model that we would have presented back in November of last year, and that would include still $2.4 billion of commercial real estate loans. And I think what we’re trying to message here today is, look, day 1 — legal day 1 close capital is in all likelihood if we rerack this today, going to result in much higher capital levels and so 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 market.

Jonathan Rau: Okay. That’s helpful. And then just on some of the guidance, the 40% deposit beta does that include Bremer?

James Ryan: It does not. That’s core ONB. And look, I would just note on that. That’s where we expect to be at 2Q. We’ve still got fairly large exception price book that we’re grinding down over time. I think our expectation was that we were going to match our uprate beta on the downside. We’ll be there by the end of 2Q, but I think there’s room to go yet. And so we’ll continue to work that book.

Jonathan Rau: Okay. Perfect. And then just last one for me. The other fee income has had a kind of a lumpy couple of quarters. What’s a good run rate for that ex-Bremer just in a normal environment?

James Ryan: Yes, it’s been bouncing around a little bit. And 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 2 extra months of Bremer in there on the 2025 guidance that we’ve got.

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

Benjamin Gerlinger: I know you guys have, as 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. So when you think about like what would be the driving factors for that decision? I mean, it’s probably somewhere in the middle, maybe some, maybe so don’t or not all of it, I guess, you could say, but is there something specifically you’re looking for other than just better capital levels? Because I would assume you don’t do anything changing.

James Ryan: Yes, Ben, I think it’s 3 things really that we’re focused on. One is double-digit CET1 is important to us. And I think we’re going to land there, again, to your point, borrowing rates going absolutely crazy here in the next less than 2 weeks. I think double-digit CET1 is really important to us. Total is a — total risk-based is a second consideration. And the CRE as a percentage of total risk-based 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 3 of those. And so that gives significant flexibility.

John Moran: 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, and we’re really lucky that we have that for us.

Benjamin Gerlinger: Got it. No, I really appreciate that point because it’s essentially maybe not quite a year, but a pretty healthy couple of quarters worth of potential growth that you have in your back pocket. So I was kind of thinking like — when you look at the original guidance, you kind of assumed the $2-plus billion sale. So if you don’t sell any, would that imply there’s some upside on your full year ’25 NII outlook?

James Ryan: Yes, it would, Ben, yes.

Benjamin Gerlinger: Okay. because it really does incorporate the full sale day 1, which is now May 1 rather than July 1. Just making sure I have that correct.

James Ryan: That’s correct.

Operator: Your next question comes from the line of Scott Siefers with Piper Sandler.

Robert Siefers: Jim, maybe can 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? And then 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. Are they — could we see a snapback in activity? Or are they sort of girting in for a lower growth, higher inflation environment? Where are people thinking?

James Ryan: I’m going to push it over to Mark since he’s in the room with us.

Mark Sander: Scott, Yes. Good to hear from you. Businesses overall are doing well. And 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 over the last couple of months has brought a little bit more of a wait and see and a little bit of a pause. But it hasn’t had anybody changed 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 is this going to turn out approach. And in CRE, I just would also emphasize, CRE is pretty active these days. Even the rate gyrations over the last few weeks hasn’t tempered what’s becoming an increasingly competitive market. So there’s still a decent level of activity out there.

Robert Siefers: Okay. Perfect. And then maybe, John, can you sort of help us with sort of the underlying NII cadence through the year? I know you know you suggested in your prepared remarks, both margin and NII should increase. I presume that means sort of organic ex-Bremer. But just maybe sort of the puts and takes in it’s going to be kind of a noisy couple of quarters with Bremer layered in starting 90 days from now.

John Moran: Yes. So I think 15 of the deck gives you our best guess of exactly how that’s going to play out. I think on a core basis, we’d expect to see some better core margin in 2Q and NII dollar growth, and that would continue in 3Q, 4Q. And then obviously, Bremer coming in, in May, early gives us a nice lift.

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

Christopher McGratty: Chris. 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? Our pipeline — are you confident in the pipeline pull-through? I guess maybe talk me through kind of the guidance on the loan growth.

Mark Sander: I’d say it this way, Chris, it’s Mark. The pipeline is up 30% from a year ago, our accepted category is up 50% from a year ago. So again, that would seem to indicate we’re going to nice strong loan growth. So we’ve tempered that a little bit with the caution I spoke of a few minutes ago, and that’s 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’s just a more competitive marketplace. But again, with the pipeline up 30%, I think that bodes well for continued growth.

James Ryan: 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. But again, I’d just point back to we have a lot of flexibility that’s coming online post closing here. And I think that allows us to take into account through those loan sales or lack of loan sales, any kind of offset any organic growth we might have here, which is something unique we can offer today.

Christopher McGratty: Okay. And Jim, just more broadly on capital. Any thoughts on restarting the buyback post close, given where the stock is at?

James Ryan: We certainly thought about it. I think it’s just too early to tell. We’re really going to see how — 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. And 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 — given it’s a attractively priced, but I do think the best bet for our shareholders is to have a slightly bigger balance sheet than we anticipated. And then we are going to generate capital very rapidly. So I think that becomes a question for the back half of the year and into ’26, is how do we optimize capital. But I think just day 1 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.

Operator: Your next question comes from the line of David Long with Raymond James.

David Long: In this more uncertain backdrop versus what we’re looking at in January, you guys kept your loss provision guide. And I just want to see how maintaining that guide squares with the worsening economic forecast and potential incremental risks that you may see?

Robert Siefers: Yes. We still feel really good about our — ultimately, we feel really good about what the lost content looks like, right? And so the provision will kind of cover that plus growth. And again, David, as you know, we’re 100% weighted against an S-2 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. So.

John Moran: And all of our credit metrics came in right where we thought they would.

David Long: Got it. Got it. Great. And then second question I had relates to your prior acquisition down in Nashville. And — just want to get an update on expansion plans there and investments there. And has the backdrop changed your appetite to grow that at the pace you were contemplating earlier in the year?

James Ryan: Yes. I don’t think the economic environment has changed our desires at all. That would be an area we 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. So I think this is a long-term investment play both of talent and probably some infrastructure over time. We feel like that’s still — we still feel really good about that initial investment and the investments we’ve made so far. And importantly, I think that will be an area that will get an outsized portion of investment going forward.

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

Jon Arfstrom: John Moran, for you. Just maybe a follow-up on David’s question on reserves, that you flagged a qualitative reserve at 25% of your total ACL. How does that compare to history?

John Moran: 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 ’24 in the first quarter. So it’s up just a touch.

Jon Arfstrom: Okay. Okay. Got it. And then on Slide 7 and 15, you guys — it looks like you had 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 and just curious how much more room you think you have on bringing deposit costs down.

James Ryan: I think we’ve got some room to run here. Obviously, there’s an opportunity in the timing, particularly in the broker time bucket. And we have intentionally kept that very short, as you know. So we get a couple of bites at that on the way down if things change. And then the exception book still sit in 3.34% and a good chunk of the deposits in the bank today. Mike and his team continue to grind that book lower. And that’s 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, but I think we’ve got opportunity in that book, still.

Jon Arfstrom: Okay. Just maybe one more if I can. Jim, first couple of things you want to tackle on May 1 or 2 when Bremer closes?

James Ryan: Yes. I mean we’re heading your way this afternoon to spend some time with our team members up there. And we’re really just pleased. And we’ve had the chance to travel the footprint including being in Fargo in February. So we were really pleasantly pleased with all the team members and clients we’ve met. So I think it’s just — it’s more of the cultural integration John, I think that’s what we do exceptionally well. And 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. So I guess it’s a little bit more of the same, but obviously, this is a big partnership for us. And so we’re going to give it the investment that’s going to be required to ensure it’s successful.

John Moran: And just to elaborate on that, we’ve been tackling that well, prior to May 1, right? So that’s been — since we announced it, we’ve been up there present and combining…

James Ryan: I think a few weeks ago, we had 30 different locations across North Dakota and Minnesota. And so we’ll be doing more of the same here this spring and into the summer.

Operator: [Operator Instructions]. Your next question comes from the line of Terry McEvoy with Stephens.

Terence McEvoy: 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 be — that would have an impact of, what, $34.6 million of NII. When I look at your presentation, and that’s about $0.09, $0.10 of earnings. So again, hypothetical, but am I accurate there?

James Ryan: Hypothetically, Terry, you’re accurate. You’re directionally correct.

Terence McEvoy: Okay. And then I guess I’ll stick with the NII theme. What drives that step up in the fourth quarter of $25 million. It seems like you’re pretty [indiscernible] neutral. And I asked 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.

James Ryan: 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 and then growth being back-end loaded in the year on a kind of core organic basis.

Terence McEvoy: Perfect.

James Ryan: 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. So I’ve encouraged us to continue to look for those opportunities to make sure that it’s the portfolio we want to own for the long time. So I would be shocked if we’re able to keep a number that you just suggested. But nonetheless, it will be something that we’ll look at really hard once we get the capital in from the day 1 marks.

Operator: There are no further questions at this time. I’d like to turn the call back to Jim Bryan for closing remarks.

James Ryan: Well, 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. .

Operator: 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 6. If anyone has additional questions, please contact Lynell Durchholz (812) 464-1366. Thank you for your participation in today’s conference call.