Welcome to the Old National Bancorp Fourth Quarter and Full Year 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 those 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. Before we get started, I want to congratulate the Indiana Hoosiers for a perfect season and winning the National College Football Championship. You've made our state incredibly proud. Earlier today, Old National announced strong fourth quarter earnings, marking an exceptional year that set new organizational records for adjusted earnings per share, net income, and the efficiency ratio. Our 2025 results were driven by a focus on the fundamentals, core deposit growth to support loan expansion, positive operating leverage, disciplined credit management, and healthy liquidity and capital ratios. Once again, we showed our unwavering commitment to shareholders, clients, team members, and communities. Our peer-leading fourth quarter profitability was highlighted by an adjusted return on average standard of common equity of nearly 20 percent and an adjusted ROA of 1.37 percent and an adjusted efficiency ratio 46 percent. These outstanding quarterly results further reinforce the momentum behind our 2025 record performance that John will discuss later in the call. In the fourth quarter of 2025, we successfully completed the systems conversion and integration related to our Bremer Bank partnership. This was a major effort executed exceptionally well, and I want to thank our team members once again for the relentless focus and hard work throughout this process. The conversion reaffirmed the strength of our discipline integration framework, which truly sets Old National apart. As we have stated, driving tangible book value per share growth is a key priority. This past year, we grew tangible book value per share by 15% despite the impact of closing our Bremer partnership, the associated one-time charges, and repurchasing 2.2 million shares in the back half of the year. We remain committed to strengthening tangible book value per share while continuing to drive peer-leading profitability. Looking ahead to 2026, we will maintain the right balance between building capital organically and returning capital through share repurchases supported by our peer-leading return on average tangible common equity. As I mentioned last quarter, the best investment we can make is in ourselves. Our focus remains on organic growth and disciplined capital returns to maximize shareholder value. We started 2026 with strong momentum, and we will continue to strengthen our core fundamentals by investing in talent, technology, and client-facing capabilities. These efforts will ensure we remain strong, scalable, and positioned for long-term success.

Thank you.

I will now hand the call over to John to read the financial results in more detail.

Thanks. On slide five, as Jim mentioned, fourth quarter 2025 was a strong finish to a highly successful year marked by records in adjusted EPS and efficiency with peer-leading profitability, improvement in already durable credit metrics, and significant capital generation despite closing Bremer, which solidified our position in Minnesota while adding attractive funding in North Dakota. Speaking of our latest partnership, I'd be remiss if I didn't mention that the conversion of Bremmer was one of our smoothest and most successful integrations ever. For the quarterly details on slide six, we reported GAAP 4Q earnings per share of 55 cents, excluding 7 cents of merger-related expenses, Bremmer pension plan termination charges, and the reduction in our FDIC special assessment accrual, adjusted earnings per share were 62 cents, a 5% increase over the prior quarter, and a 27% increase year over year. Results were driven by stable margin, better-than-expected growth in fee income, and well-controlled expenses. Importantly, credit improved with an 8% reduction in total criticized and classified loans and low levels of non-PCD charge-offs. Our profitability profile, as measured by return on assets and on tangible common equity, remained top decile against our peers. Lastly, our capital position has rebuilt quickly with CET1 over 11% and we grew tangible book value per share over 17% annualized. On slide seven, you can see our quarterly balance sheet trends, highlighting our strong liquidity and capital. Our deposit growth over the last year has continued to keep pace with asset growth and the loan to deposit ratio is now 89%. We grew tangible value per share by 4% from 3Q and 15% over the last year, even with the impact of the Bremer close and absorbing approximately $140 million of merger charges year-to-date while repurchasing 2.2 million shares since we restarted the buyback in the third quarter of 2025. These liquidity and capital levels continue to provide a strong foundation as we head into 2026. On slide eight, we show trends in earning assets. Total loans grew 6.4% annualized from last quarter. Production was up 25% and was strong throughout our commercial book. Despite strong production, our pipeline is up nearly 15% from the prior quarter. Higher production levels were again partly offset by strategic portfolio management, as evidenced by our lower criticized and classified levels due to payoffs. The investment portfolio was essentially unchanged from the prior quarter, with portfolio purchases offset by changes in fair values. We expect approximately $2.9 billion in cash flow over the next 12 months. Today, new money yields are running about 94 basis points above back book yields on securities. The repricing dynamics for both, loans and securities combined with loan growth, continue to support stable to improving net interest income and net interest margin over the course of 2026, with the first quarter impacted by two fewer days. Moving to slide nine, we show trends in deposits. Total deposits increased 0.6% annualized, and core deposits ex-brokered decreased about 3% annualized, primarily driven by seasonally lower public funds balances. Non-interest-bearing deposits grew to 26% of core deposits from 24% in the prior quarter. Our use of brokered deposits increased in alignment with the aforementioned public funds seasonality. Even with that increase, our brokered levels remain below peer levels at 6.7% of total deposits. The 17 basis point link quarter decrease in our cost of total deposits played out as we expected with Fed cuts and our offensive posture with respect to client acquisition. We achieved an approximate 87% beta on rates in our exception price book in conjunction with the Fed cuts in the quarter. These actions resulted in a spot rate of 1.68% on total deposits at December 31st. Overall, we remain confident in the execution of our deposit strategy, and we are prepared to proactively respond to the evolving rate environment. Slide 10 shows our quarterly income statement trends. As I mentioned earlier, adjusted earnings per share or 62 cents for the quarter with all key line items in line or better than our prior guidance. Moving on to slide 11, we present details of our net interest income and margin, both of which increased as we had expected and guided. Modest margin expansion was supported by deposit repricing. Slide 12 shows trends in adjusted non-interest income, which was $126 million dollars for the quarter exceeding our guidance while most of our fee businesses performed in line with our expectations we again saw better than expected performance within mortgage and capital markets in both cases this was driven by a somewhat more favorable rate backdrop for these businesses continuing to slide 13 we show the trend in adjusted non-interest expenses of 365 million dollars for the quarter run rate expenses remain well controlled and we generated positive of operating leverage on an adjusted basis year over year with a record low 46% adjusted efficiency ratio. We realized approximately 28% of the anticipated Bremer cost saves in the fourth quarter, and as a reminder, the saves from Bremer are expected to be fully realized in the first quarter. This is reflected in our 2026 guidance, which I'll get to in a few slides. On slide 14, we present our credit trends. Total net charge-offs were 27 basis points and were 16 basis points excluding charge-offs on PCD loans. Criticized and classified loans decreased $278 million, or approximately 8%, and non-accrual loans decreased $70 million, or approximately 12%. This improvement is reflective of the continued focus on active portfolio management. Notably, in our commercial real estate portfolios, we saw upgrades and payoffs exceed downgrades by a two-to-one ratio. The fourth quarter allowance for credit losses to total loans, including the reserve for unfunded commitments was 124 basis points, down two basis points from the prior quarter, primarily driven by the decrease in criticizing classified loans. Consistent with third quarter, our qualitative reserves incorporate a 100% weighting on the Moody's S2 scenario with additional qualitative factors to capture global economic uncertainty. Lastly, given the increased focus on loans to non-depository financial institutions, we'd like to emphasize, as we did last quarter, that our exposure is de minimis. Slide 15 presents key credit metrics relative to peers. As discussed in past calls, we have historically experienced a lower conversion rate of NPLs to NCOs as compared to our peers, driven by our approach to credit and client selection. That continues to be the case, and we remain comfortable around the credit outlook. On slide 16, we review our capital position at the end of the quarter. All regulatory ratios increase linked quarter due to strong retained earnings partly offset set by robust quarterly loan growth and Bremer merger-related charges. On the GAAP capital front, PCE was up about 20 basis points and tangible book value per share was up 4% in a quarter and 15% year-over-year. We expect AOCI to improve approximately 11% or $55 million by year-end. Our strong profitability profile continues to generate significant capital, which opened the door for capital return earlier this year. As previously mentioned, late in the quarter, we repurchased an additional 1.1 million shares of common stock, taking our total to 2.2 million shares for the year. We don't view growing capital and returning capital as mutually exclusive in 2026. Slide 17 includes updated details on our rate risk position and net interest income guidance. NII is expected to increase with benefit of fixed asset repricing and continued growth. Our assumptions are listed on the slide, but as we do each quarter, we would highlight a few of the primary drivers. First, we assume two additional rate cuts of 25 basis points each in 2026, which aligns with the current forward curve. Second, we assume the five-year treasury rate at 375 basis points. Third, we anticipate our total down rate deposit data to be approximately 40 percent, which is in line with our terminal uprate datas and our 4Q experience. And fourth, we expect non-interest-bearing deposits to remain relatively stable. Importantly, our balance sheet remains neutrally positioned to short-term interest rates. As such, the path of NIM and NII in 2026 will depend on growth dynamics in the shape of the yield curve, the absolute level of the belly of the curve, and continued deposit data management more than the absolute level of short-term rates. Slide 18 includes our outlook for the first quarter and full year 2026. We believe our current pipeline supports 1Q growth of three to 5% and full year long growth of four to 6%. We anticipate continued success in the execution of our deposit strategy and expect to meet or exceed industry growth in 2026 and generally in line with our asset growth. We expect fee income to remain strong given a supportive rate backdrop for mortgage and capital markets, as well as continued progress in wealth management and brokerage. Expense guidance incorporates a full quarter run rate on Bremer cost savings and typical seasonal factors in the first quarter. Other key line items are highlighted on the slide. You'll note that we expect full year results that yield significant growth in earnings per share and again feature positive operating leverage with a peer leading return profile, good growth in fees, controlled expenses, and normalized credit. In summary, echoing Jim's opening comments, 2025 was exceptionally strong. We completed the core systems conversion and integration associated with our Bremer partnership. That partnership created a leading bank franchise in Minnesota and added valuable funding with good market share in several markets in North Dakota. We compounded tangible book value per share despite closing that deal and advanced our peer leading return on tangible common equity and efficiency. And we funded our loan growth with deposit growth while improving our already resilient credit metrics. In 2026, we remain focused on organic growth and returning capital shareholders, investing in ourselves to drive excellence in talent, operations, sales execution, and client-facing capabilities. This will ensure that we will remain strong, scalable, and positioned for long-term success. With those comments, I'd like to open the call for your questions.

Thank you. we will now begin the question and answer session if you would like to ask a question please press star one in your telephone keypad if you would like to withdraw your question simply press star one again your first question today comes from the line of scott cyphers from piper sandler your line is open good morning thanks for hey thank you for taking the questions um let's see i guess john maybe first question for you is something you can maybe help with uh how you see the the margin projecting through the year just notice on the sort of the NII walk on slide 17 you've got a much bigger step up in NII in the second half versus what we should see here in the next couple of quarters is that a function of sort of timing of assets repricing or your expectations rate

cuts just curious as to the nuance in there I think the bigger factor there Scott is actually day count right so just remember the first two quarters of The next year we got a couple less days in each of those quarters. You know, I think when we think about the trajectory of margin in 2026, it's really four big factors on that. I think it's growth is number one, so we're sort of guiding four to six percent on that side. The second would be steepness of the curve and how that plays out. So knock on wood, the forwards actually come true. Number three would be belly of curve on fixed asset repricing. And then number four would be our continued ability to manage beta on the downside, which so far has gone really, really well. And so I think those are the big swings on the margin.

Okay, perfect, perfect. And then, you know, great to see the strong kind of end to the year just in terms of proactiveness of capital management. You know, maybe just sort of thoughts on pace of share repurchase throughout the year vis-a-vis the $1.1 million that you did in the – kind of late in the fourth quarter.

Yeah, Scott, I would say this year we plan to be more active than we were last year. You know, we obviously want to make sure we have enough capital to support growth. And then I think our next priority is making sure that we return it back to our shareholders. So we're going to see how the year plays out a little bit, but it would be a definitely more active year in 2026 versus versus last perfect all right thank you guys very much appreciate it thanks for the call scott your next question comes from the line of brendan nozzle from home group your line is open hey good morning folks hope you're doing well good morning brendan um can you just circle back to the margin you know john totally get your comments on day count.

I mean if we strip out day count factors from margin because I think you guys use a simple you know multiply by four to get to your margin presentation is it fair to say that like a day count adjusted margin is stable it's not a big grinding higher as we move through the year?

Very fair I think you captured it.

Then maybe moving to the credit side of things I think if I interpolate the kind of the various pieces on the guide for loan growth charge-offs and provision. I think it implies a bit of a reduction in your reserve coverage ratio versus loans. So I guess just, you know, what are you seeing either in your own portfolio or the macro inputs that would let you slightly under-provide for both growth plus loss content?

Yeah, it's really the migration in the criticized and classified book and improvement on those measures. You know, two or three now quarters of really, really solid improvement there close to 70 million bucks lower on NPLs in this quarter and when you've got that kind of fundamental improvement it's just you know the model just spits out but it spits out it kind of math math maps right and so you know clearly I think we're we're through the peak in in that in those in those categories of your next question comes from a line of Jared Shaw from Berkley's.

Your line is open.

Just circling back on the capital and hearing what you're saying about the buyback, how should we think about sort of a good core target CET-1 for you as we move through 26 with sort of all those assumptions behind it?

Yeah, yeah, Jared, very comfortable with where we are on CET-1 today. You know, and Jim said it well, you know, first priority is ensure we've got powder for organic growth, right? But left unchecked, this is going to grow quickly, arguably too quickly, and we're not going to let it go unchecked.

But not a – we shouldn't assume that you're trying to target back down to, like, a 10.5% from where we are right now?

No, I don't think so. Not at this time. And, again, I think we said we don't view it as mutually exclusive to grow a little bit of capital and return capital in 2026.

Okay. And then I guess shifting to deposits, you had really good growth in DDA on average and end of period, but then you call out sort of a relatively stable balance for 26. How should we think about sort of seasonality, and is that stable as a percentage of deposits, or is that stable as sort of dollars of deposits from here?

Yeah, I'm thinking that it's stable as a percentage. We've got some seasonality, obviously, in the public funds book, But other than that, nothing to really talk about on the deposit side in terms of seasonality.

Great. Thank you.

Your next question comes from a line of Ben Gerlinger from Citi. Your line is open.

Good morning.

Good morning, Ben.

I'm wondering if you can talk through the growth a little bit. I know that some of your larger competitors in the area of acquisitions pending, and maybe they're taking their eye off the ball or different markets, or is it just hiring or potentially just kind of deepening relationships with kind of the new brummer customers? I was just kind of curious, where is the growth coming from, like existing or new areas?

Just kind of unpack that a little bit. It'll be helpful. Sure. Good morning, Ben. This is Tim. You know, we're seeing broad-based growth from the C&I middle markets standpoint. We're also seeing enhancements from CRE demand drivers. And we're going to continue to be opportunistic and aggressive from a town perspective.

So we think as the year unfolds and we continue to add talent that will also help thrive consumer sentiment is showing that demand is growing gotcha that's helpful and then you could think about kind of the pricing of that is there any areas where it's become a little bit more overly competitive or any geographies where it's just like you're not getting the Rossi adjusted so rather not play or I mean it's always competitive so I'm just kind of layering that in. Any thoughts on just pricing and saying the loan categories or geographies?

Yeah, you know, we continue to be very disciplined in our pricing model. You know, obviously where you see disruption, I think there is opportunity as banks are playing defense with the disruption, but we're being opportunistic in certain high growth markets, but across the board, very disciplined approach to pricing as we look to grow loans.

Ben, I just, I reiterate the point that Tim made earlier and we try to highlight that in our remarks you know our plan is to invest heavily in talent you know Tim's been around you know about six months now got his feet wet thinking about you know how do we how do we best organize for success and really get after it and I think that you know I think will be like some of our past years where we're gonna highlight some real growth and talent and so we're excited about what that what that might bring for us thank you your next question comes from Alina of Terry McAvoy from Stevens.

Your line is open.

Thanks. Good morning, everybody. Hey, maybe just a question on fees. If I annualize the fourth quarter, it's kind of at the high end of your 2026 outlook. And I'm wondering, is there a bit of conservatism built into your outlook or maybe mortgage returns to more normal levels? I was hoping to get your thoughts there.

Yeah, I can – Terry, there's a little bit of seasonality, obviously, in first quarter on the mortgage line. Mortgage was good last year. I wouldn't say great, but good. We've got a constructive – or more constructive, anyway, rate backdrop on that line of business. So I'd say we're cautiously optimistic on mortgage for 26. But what you see in the guide is, you know, if I were going to pick on two places where maybe we've got some upside, it, it would be mortgage and cap markets, both of which have been really good in the back half of 2025.

Yep, agreed. And then as a follow-up, new production yields were 6% last quarter, I think, in the presentation. Can you just run through what's the incremental kind of repricing benefit that you're And, John, can you run through the securities repricing as well? I couldn't get all those, couldn't write everything down as you were going through your prepared remarks.

Yeah, no problem. I mean, in total, there's, you know, on the loan side, 70 basis points in terms of spread to new yields against the portfolio, about $5 billion of that over the next 12 months. And then on the investment portfolio, $2.9 billion of cash flow over the next 12 months. And those new money yields are 94 basis points above the back book yield.

Perfect. Thanks for taking my questions.

Thanks, Terry. Your next question comes from the line of Janet Leigh from TD Cowan. Your line is open.

Good morning, Janet.

For your securities portfolio, the new money yields of 5%, it seems pretty solid. What's the underlying drivers behind the securities yields that you're earning? And is it fair to assume that securities investment portfolio stays around this level or running down as your expectation for deposit growth appears to be in line with your loan growth for 2026?

Yeah I think securities is a percentage of earning assets or the way that we kind of look at it is cash and securities is a percentage of total assets and I think that's going to be pretty stable over 2026 so we don't really intend to grow it nor shrink it I think we'll just continue to invest cash flow and in terms of where we're going it's really plain vanilla stuff. I mean, we're targeting kind of a four duration, and Mike and his team do a good job managing that for us. So I don't think there's going to be big changes in our securities book.

Got it. Thank you. And just to follow up on deposit costs, in your expectation for your NIM of stable to moving higher throughout 2026, so the spot rate of 1.68% that seems, I mean, given the strength of your deposit franchise, it seems lower than here, and it looks lower on an absolute basis. Is your expectation that the total deposit cost could creep down more from the current level, given the amount of exception pricing deposits that you have on your balance sheet, or is more of the benefit coming from the fixed rate asset repricing?

I think it's both. You know, look, where we managed all of our up beta in the deposit book was via that exception price book. That book today is 36% of total deposits. It's about 45% of our transactional accounts. And that price, we think we still have room to pull down. And, you know, look, we're continuing to work that book really hard. We've realized almost a 90% beta on that one, kind of point to point, and we're ready to move, grow actively with rates.

Thank you. Your next question comes from a line of Chris McGrady from KBW. Your line is open.

Oh, good morning. Thanks for the question. Good morning, Chris. Jim or John, one of your peers has made a comment recently that said deposit pricing, and particularly Chicago, was actually pretty reasonable, which is something I haven't really heard in my career. Any comments on deposit repricing by your markets, which span the Midwest?

Yeah. Look, I would suggest that it's still competitive. But I think almost everywhere it has been very, very rational. There are a handful of markets out there that are a little bit spicier. But I think for the vast majority of our footprint and certainly any place where we've got meaningful deposits and meaningful share, things have been very rational.

And then just quickly on the expenses, technology has gotten a lot of attention this quarter. I'm not sure if I've seen a number from you of what piece of the expenses are going into tech investments, But any color there, either percent of revenues, rate of growth, any kind of color to kind of give us some context there?

You know, maybe just let me give you a 50,000-foot view. I think we're spending as much at this point in time. We're not underfunding new investments. We're thinking about, you know, innovation, you know, in the payment space, innovation in the client-facing capabilities. and we're really good at self-funding a lot of that. Even though we keep grinding on the efficiency ratio, we're really good about self-funding those new investments. If there's anything that I think we're going to continue to put pressure on, it's probably that salaries line item. As I said earlier, I want to make John uncomfortable with the amount of people that we plan to hire to really grow the front line. So I'm very comfortable with our technology spend, and I'm even more comfortable that we couldn't spend anymore really and handle the organizational change that comes out of that so I think we're at the right level and we're certainly not underfunding any opportunities that are in front of us all right great thank you your next question comes from a line of David Chivarini from Jefferies your line is open hi thanks for taking the question so one article back to loan growth the four to six percent guide can Can you talk about what could lead to the high end versus the low end and also talk about borrower sentiment on the commercial side?

Sure thing. Good morning, David. This is Tim. Now, I'll start with the sentiment side. We think customers are feeling more optimistic about 2026 than the prior few years. Part of the contributing factors would be lower rates, more experience dealing with tariffs, clarity on the tax bill, and certainly M&A heating up. So we think from a demand perspective, you know, sentiment is driving that higher. As far as some of the factors that could drive the higher end of that, you know, we're seeing middle market C&I picking up. We think our message of being a community bank, very client-centric, is one that plays very well in that space. To continue to build on Jim's comment, talent is a big factor in continuing to add bankers strategically. And high-growth markets will help thrive that. And I think our expansion markets continue to show really good loan growth and opportunity as we continue to build out those teams.

Great. Thanks for that. And then on the outlook for M&A, so the Bremer integration has gone well, can you give us your latest thoughts on your appetite for M&A going forward?

Yeah, I think it's like we said last quarter, we're really focused in on investing in ourselves, being a better version of ourselves. I think that's the best return we can provide for our shareholders today is continue to work on ourselves and grow organically and it's just not it's not a focus it's not something we're spending a lot of time on today and you know nothing to make me happier if we finish the year just by just by being a better version of ourselves very helpful thank you thank you your next question comes from the line of John Armstrong from RBC.

Your line is open.

Good morning. Good to hear from you. John, the strategic portfolio management that you referenced earlier, how much is left to do there?

I think it's kind of constant and ongoing, John. It's just like the inflow into the classified and buckets that we saw starting kind of 18 months ago. We really feel like we've got our arms around that. You know, obviously the lost content there has been de minimis, and, you know, I think we're through the worst of it, but ongoing active portfolio management like we always do.

Yeah, okay. But maybe, Jim, can you talk a little bit more about the wealth strategy and outlook and what kind of expectations you have for that business?

Yeah, I think we're doing really well. But, again, I also – I would reiterate my comments around the talent. That's really a talent play. You know, Tim's spending a lot of time with our wealth team. In fact, he's meeting with the sales team here next week, really trying to ramp up expectations around ongoing hiring in that space. We've been successful and probably more successful than many of our peers, you know, have been in that space, but I think we can do even better. I really see great opportunities for us there. So I think we've built the product capabilities to be successful. We've got the right business model.

I think we're organized for success, but really what we can do is I think we're under-penetrated in some of our biggest markets with talent, and I think if we can pull that part off, which I believe we can, I think we can even see higher growth coming out of that business And one thing I would add, this is Tim, I think our partnership and collaboration with the commercial bank, you know, there continues to be opportunities to more fully deliver the entire bank into our wealth clients and into our commercial clients, and we're seeing partnerships and those referral activities really drive good results there fair enough and Jim congratulations to the Hoosiers I know

you're pushing Moran on expenses but hopefully there's room for some Hoosier game day water in the budget we're very excited and we're so proud of them what what a great story and can't wait for the movie Hoosiers 2 to come out soon great story thank you thanks and there are no further questions at this time I'd like to turn the call back over to Jim Ryan for closing remarks thank you all for your support participation the team will be available for calls all day today thanks so much closures this concludes old nationals call once again a replay along with the presentation slides will be available for 12 months on the investor relations page of old nationals website oldnational.com a The replay of the call will also be available by dialing 800-770-2030, access code 939-4540. This replay will be available through February 4th. If anyone has any additional questions, please contact Linnell Durkholz at 812-464-1366. Thank you for your participation in today's conference call.